SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------
FORM U5S
ANNUAL REPORT
For the Fiscal Year Ended December 31, 1994
Filed pursuant to the Public Utility Holding Company Act of 1935
by
THE SOUTHERN COMPANY
64 PERIMETER CENTER EAST
ATLANTA, GEORGIA 30346
<PAGE>
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994.
<TABLE>
<CAPTION>
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
In Thousands
<S> <C> <C> <C> <C>
THE SOUTHERN COMPANY
(SOUTHERN) None None n/a n/a
ALABAMA POWER COMPANY
(ALABAMA) 5,608,955 100 $2,614,405 $2,614,405
Southern Electric
Generating
Company (SEGCO) (a) 164,000 50 26,985 26,985
Alabama Property
Company 1,000 100 8,890 8,890
Columbia Fuels,
Inc. (COLUMBIA) 1,000 100 1 1
GEORGIA POWER COMPANY
(GEORGIA) 7,761,500 100 4,141,554 4,141,554
SEGCO (a) 164,000 50 26,985 26,985
Piedmont-Forrest
Corporation (PIEDMONT) 100,000 100 9,527 9,527
11,544 (b) 11,544
Georgia Power LP Holdings Corp.
(GEORGIA POWER
HOLDINGS) (c) 500 100 - -
Georgia Power Capital, L.P.
(GEORGIA CAPITAL) (d) n/a n/a 3,109 3,109
GULF POWER COMPANY (GULF) 992,717 100 425,472 425,472
ENERGIA DE NUEVO LEON, S. A.
DE C. V.(e) 358 33 1/3 - -
MISSISSIPPI POWER COMPANY
(MISSISSIPPI) 1,121,000 100 361,753 361,753
MOBILE ENERGY SERVICES
COMPANY, INC. (MESCO) (f) 1,000 100 75,258 75,258
SAVANNAH ELECTRIC AND
POWER COMPANY
(SAVANNAH) 10,844,635 100 161,581 161,581
</TABLE>
1
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994.
(Continued)
<TABLE>
<CAPTION>
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
- ----------------- ------------ ---------- ------ ----------
In Thousands
<S> <C> <C> <C> <C>
SEI HOLDINGS, INC. (SEIH) 1,000 100 $188,904 $188,904
Asociados de Electricidad 11,999 (g) (h) (h)
SEI y Asociados de Argentina S. A. 1,680 (g) (h) (h)
Hidroelectrica Alicura, S. A. 178,006,851 (g) (h) (h)
SEI HOLDINGS III, INC. (SEIH-III) 1,000 100 112,066 112,066
SEI Chile, S. A. 999 (g) (h) (h)
Inversiones SEI Chile Limitada (i) n/a (g) (h) (h)
Electrica SEI Chile Limitada (i) n/a (g) (h) (h)
Empresa Electrica del Norte
Grande, S. A. (Edelnor) 158,643,607 (g) (h) (h)
SEI HOLDINGS IV, INC. (SEIH-IV) 1,000 100 - -
Tesro Holding, B. V. 55 (g) (h) (h)
SEI Bahamas Argentina II, Inc. 5,000 (g) (h) (h)
SEI HOLDINGS VIII, INC. (SEIH-VIII) (j) 1,000 100 - -
SEI Beteiligungs GmbH (k) 1 (g) (h) (h)
SEI HOLDINGS IX, INC. (SEIH-IX) (l) 1,000 100 30,001 30,001
The Power Generation
Company of Trinidad
and Tobago Limited (m) 188,370,000 (g) (h) (h)
SEI HOLDINGS X, INC. (SEIH-X) (n) 1,000 100 1 1
Southern Electric Brasil
Participacoes Ltda. (o) 999 (g) (h) (h)
SEI HOLDINGS XI, INC. (SEIH-XI) (n) 1,000 100 1 1
Southern Electric Brasil
Participacoes Ltda. (o) 1 (g) (h) (h)
SOUTHERN COMPANY
SERVICES, INC. (SCS) 14,500 100 783 783
SOUTHERN COMMUNICATIONS
SERVICES, INC. (SOUTHERN
COMMUNICATIONS) 500 100 4,071 4,071
SOUTHERN ELECTRIC BAHAMAS
HOLDINGS, LTD. (SEBH) 1,000 100 38,041 38,041
Southern Electric Bahamas, Ltd. 5,000 (g) (h) (h)
Freeport Power Company Limited 910,809 (g) (h) (h)
</TABLE>
2
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994.
(Continued)
<TABLE>
<CAPTION>
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
- ----------------- ------------ ---------- ------ ----------
In Thousands
<S> <C> <C> <C> <C>
SOUTHERN ELECTRIC, INC. (p) 1,000 100 $ 20 $ 20
SEI Bahamas Argentina I, Inc. 5,000 (g) (h) (h)
SEI Inversora, S. A. 7,800 (g) (h) (h)
SOUTHERN ELECTRIC INTER-
NATIONAL, INC. (SEI) 1,000 100 12,711 12,711
SEI Operadora de Argentina, S. A. 11,999 (g) (h) (h)
SOUTHERN ELECTRIC WHOLESALE
GENERATORS, INC. (SEWG) 500 100 - -
Birchwood Development Corp. 1,000 (g) (h) (h)
SEI Birchwood, Inc. 1,000 (g) (h) (h)
Birchwood Power Partners, L. P. (q)
SEI Hawaiian Cogenerators, Inc. 1,000 (g) (h) (h)
Kalaeloa Partners, L. P. (q)
SOUTHERN ELECTRIC RAILROAD
COMPANY (SERC) 5,000 100 5 5
SOUTHERN NUCLEAR OPERATING
COMPANY, INC. (SOUTHERN
NUCLEAR) 1,000 100 1,540 1,540
5,000 (r) 5,000
THE SOUTHERN DEVELOPMENT AND
INVESTMENT GROUP, INC. (SDIG) 500 100 2,778 2,778
See Notes below. See also Item 5.
Notes to Item 1:
(a) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA.
The amounts shown reflect the respective ownership interests of each company.
(b) Promissory note due on demand; interest rate, based on GEORGIA's embedded cost of capital,
was 9.71% at January 1, 1995.
(c) Date of incorporation was 11/7/94 in the state of Georgia.
(d) A limited partnership that was formed on November 10, 1994, in the state of Delaware.
(e) Date of incorporation was 2/23/94 in country of Mexico.
(f) Date of incorporation was 8/25/94 in the state Alabama.
(g) This information is contained in Item 9, Part I(a).
(h) This information is contained in Item 9, Part I(b).
(i) Limited partnerships. Date of organization was 10/17/94 in the country of Chile.
(j) Date of incorporation was 4/14/94 in the state of Delaware.
(k) Date of incorporation was 4/22/94 in the country of Germany.
(l) Date of incorporation was 9/23/94 in the state of Delaware.
(m) Date of incorporation was 12/22/94 in the country of Trinidad and Tobago.
(n) Date of incorporation was 7/27/94 in the state of Delaware.
(o) Date of incorporation was 8/26/94 in the country of Brazil.
(p) Date of incorporation was 1/14/94 in the state of Delaware.
(q) A limited partnership.
(r) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 6.294%.
</TABLE>
3
<PAGE>
ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS.
- -----------------------------------------------
NONE.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.
- --------------------------------------------------------------------------
NONE.
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
- ------------------------------------------------------------------------
Calendar Year 1994
<TABLE>
<CAPTION>
Name of Company Indicate
Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
------------------- ---------------------- -------- -------- ------- ------------- -------------
(See Note)
ALABAMA:
First Mortgage Bonds
<S> <C> <C> <C> <C> <C>
10 5/8% Series due 2017 ALABAMA None $15,243,000 $15,243,000 $15,243,000
9 1/4% Series due 2021 ALABAMA None $1,252,000 $1,252,000 $1,252,000
8 3/4% Series due 2021 ALABAMA None $1,500,000 $1,500,000 $1,500,000
8 1/2% Series due 2022 ALABAMA None $2,000,000 $2,000,000 $2,000,000
8.30% Series due 2022 ALABAMA None $392,000 $392,000 $392,000
Pollution Control Revenue Bonds
6.00% Series A due 2004 ALABAMA None $18,550,000 $18,550,000 $18,550,000
7.20% Series B due 2006 ALABAMA None $2,900,000 $2,900,000 $2,900,000
7 1/4% Series B due 2003 ALABAMA None $2,950,000 $2,950,000 $2,964,750
7 1/4% Series A due 2003 ALABAMA None $1,650,000 $1,650,000 $1,650,000
10 7/8% Series B due 2014 ALABAMA None $100,000,000 $100,000,000 $102,000,000
7.20% Series E due 2016 ALABAMA None $18,700,000 $18,700,000 $19,074,000
7.20% Series C due 2014 ALABAMA None $28,850,000 $28,850,000 $29,427,000
7.20% Series B due 2014 ALABAMA None $6,150,000 $6,150,000 $6,273,000
GEORGIA:
First Mortgage Bonds
10% Series due 2016 GEORGIA None $69,716,000 $69,716,000 $69,716,000
9.23% Series due 2019 GEORGIA None $63,843,000 $63,843,000 $63,843,000
Pollution Control Revenue Bonds
6.375% Series due 2008 GEORGIA None $10,000 $10,000 $10,000
6.375% Series due 2008 GEORGIA None $10,000 $10,000 $10,000
6.375% Series due 2008 GEORGIA None $50,000 $50,000 $50,000
6.40% Series due 2007 GEORGIA None $10,000 $10,000 $10,000
6.40% Series due 2007 GEORGIA None $10,000 $10,000 $10,000
</TABLE>
4
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
- ------------------------------------------------------------------------
Calendar Year 1994
<TABLE>
<CAPTION>
Name of Company Indicate
Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
------------------ ---------------------- -------- -------- ------- ------------- -------------
(See Note)
Pollution Control Revenue Bonds
<S> <C> <C> <C> <C> <C>
6.75% Series due 2006 GEORGIA None $10,000 $10,000 $10,000
6.75% Series due 2006 GEORGIA None $10,000 $10,000 $10,000
10.50% Series due 2015 GEORGIA None $43,420,000 $43,420,000 $46,654,790
11 5/8% Series due 2014 GEORGIA None $28,065,000 $28,065,000 $28,906,950
11 5/8% Series due 2014 GEORGIA None $123,175,000 $123,175,000 $125,638,500
11.75% Series due 2014 GEORGIA None $10,000,000 $10,000,000 $10,200,000
11.75% Series due 2014 GEORGIA None $65,070,000 $65,070,000 $66,371,400
12% Series due 2014 GEORGIA None $126,735,000 $126,735,000 $129,269,700
12.25% Series due 2014 GEORGIA None $113,745,000 $113,745,000 $116,019,900
Preferred Stock
$4.60 Series GEORGIA $300 None $300 $192
GULF
First Mortgage Bonds
4.625% Series due 1994 GULF None $12,000,000 $12,000,000 $12,000,000
6.00% Series due 1996 GULF None $15,000,000 $15,000,000 $15,000,000
9.20% Series due 1998 GULF None $19,486,000 $19,486,000 $19,486,000
9.00% Series due 2008 GULF None $2,370,000 $2,370,000 $2,370,000
Pollution Control Revenue Bonds
6.00% due 2006 GULF None $100,000 $100,000 $100,000
10.50% due 2014 GULF None $42,000,000 $42,000,000 $42,000,000
Cumulative Preferred Stock
Subject to Mandatory Redemption
11.360% Series GULF None 10,000 10,000 $1,000,000
MISSISSIPPI:
First Mortgage Bonds
4 5/8% Series due 1994 MISSISSIPPI None None $10,000,000 $10,231,200
4 3/4% Series due 1995 MISSISSIPPI None $11,000,000 None $11,057,530
6% Series due 1996 MISSISSIPPI None $10,000,000 None $10,340,300
9 1/4% Series due 2021 MISSISSIPPI None $1,628,000 None $1,679,118
Pollution Control Bonds
5.80% Series due 2007 MISSISSIPPI None 10,000 None 10,000
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. (Continued)
- ----------------------------------------------------------------------
Calendar Year 1994
Name of Company Indicate
Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
------------------ ---------------------- -------- -------- ------- ------------- -------------
(See Note)
SAVANNAH:
<S> <C> <C> <C> <C> <C>
First Mortgage Bonds
4 5/8% Series SAVANNAH None $3,715,000 $3,715,000 $3,715,000
9 1/4% Series SAVANNAH None $1,050,000 $1,050,000 $1,050,000
9 3/8% Series SAVANNAH None $300,000 $300,000 $300,000
Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or
authorized in File No. 70-8095 or in the respective proceedings relating to the
issuance and sale of preferred stock.
</TABLE>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES.
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares or Carrying
Principal Value
Name of Owner Name of Issuer Amount Owned to Owner
- ------------- -------------- ------------ --------
<S> <C> <C> <C>
ALABAMA (sixteen items) (1) 189,522 shares $50,015
ALABAMA (seven items) (2) $1,531,900 $1,531,900
GEORGIA (one item) (3) $750,000 $750,000
SOUTHERN (one item) (4) 130,381 shares $1
Notes to Item 5:
(1) Securities representing bankruptcy distributions applicable to
obligations of customers incurred in the ordinary course of business $50,000
invested in a Minority Enterprise Small Business Investment Company located in
Birmingham, Alabama.
(2) Debt securities issued by instrumentalities of political subdivisions
within ALABAMA's service area to build promotional industrial buildings that
will assist in advancing business and industrial development, and $400,000
invested in a private venture capital fund headquartered in Birmingham, Alabama
for the purpose of assisting early-stage and high technology companies, with a
focus on Alabama-based firms.
(3) Investment made in a private venture capital fund for the purpose of
assisting early-stage and high technology companies located principally in the
Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.)
(4) Represents SOUTHERN's investment in Integrated Communication Systems,
Inc. (ICS). ICS is engaged in providing two-way communications over local
telephone lines for a wide range of energy-related services in the residential
and small commercial markets.
</TABLE>
6
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- -----------------------------------
PART I.
------
The following are the abbreviations to be used for principal business address
and positions.
Principal Business Address Code
- ------------------------------------------
600 North 18th Street
Birmingham, AL 35291 (a)
333 Piedmont Avenue, N.E.
Atlanta, GA 30308 (b)
500 Bayfront Parkway
Pensacola, FL 32501 (c)
2992 West Beach Boulevard
Gulfport, MS 39501 (d)
600 East Bay Street
Savannah, GA 31401 (e)
64 Perimeter Center East
Atlanta, GA 30346 (f)
800 Shades Creek Parkway
Birmingham, AL 35209 (g)
900 Ashford Parkway
Suite 500
Atlanta, GA 30338 (h)
40 Inverness Center Parkway
Birmingham, AL 35242 (i)
LN Alem 712 - Piso 7
(1001) Buenos Aires, Argentina (j)
Suipacha 1111 Piso 18
1368 Buenos Aires, Argentina (k)
Apoquindo 3721 Office 114
Santiago, Chile (l)
Position Code
- ------------------------------------------
Director D
President P
Chief Executive Officer CEO
Chief Financial Officer CFO
Chief Accounting Officer CAO
Chief Information Officer CIO
Chief Production Officer CPO
Senior Executive Vice President SEVP
Executive Vice President EVP
Senior Vice President SVP
Financial Vice President FVP
Vice President VP
Controller/Comptroller C
Counsel L
Secretary S
Treasurer T
ALABAMA
Name and Principal Address (a) Position
- --------------------------------------------
Whit Armstrong D
P. O. Box 900
Enterprise, AL 36331
Philip E. Austin D
401 Queen City Avenue
Tuscaloosa, AL 35401
Margaret A. Carpenter D
1452 Carter Hill Road
Montgomery, AL 36106
A. W. Dahlberg (f) D
Peter V. Gregerson, Sr. D
644 Walnut Street
Gadsden, AL 35901
Bill M. Guthrie (g) D,EVP,
CPO
Elmer B. Harris D,P,CEO
Crawford T. Johnson, III D
P. O. Box 2006
Birmingham, AL 35201
Carl E. Jones, Jr. D
P. O. Box 2527
Mobile, AL 36622
Wallace D. Malone, Jr. D
P. O. Box 2554
Birmingham, AL 35290
William V. Muse D
Auburn University
Auburn, AL 36849
John T. Porter D
1101 Martin L. King, Jr. Dr. S.W.
Birmingham, AL 35211
Gerald H. Powell D
P. O. Box 909
Jacksonville, AL 36265
Robert D. Powers D
202 East Broad Street
Eufaula, AL 36027
John W. Rouse D
P. O. Box 55305
Birmingham, AL 35255
William J. Rushton, III D
P. O. Box 2606
Birmingham, AL 35202
James H. Sanford D
1001 McQueen Smith Road South
Prattville, AL 36066
7
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
-------------------
ALABAMA (Continued)
Name and Principal Address (a) Position
- --------------------------------------------
John C. Webb, IV D
P. O. Box Drawer 10
Demopolis, AL 36732
John W. Woods D
P. O. Box 11007
Birmingham, AL 35288
Banks H. Farris EVP
William B. Hutchins, III EVP,CFO
Charles D. McCrary EVP
Michael D. Garrett SVP
T. H. Jones SVP
Robert A. Buettner SVP,L
Art P. Beattie VP,S,T
A. J. Connor VP
James M. Corbitt VP
John E. Dorsett VP
Robert Holmes, Jr. VP
Robin A. Hurst VP
Susan N. Knight VP
Donald W. Reese VP
Michael L. Scott VP
Julian H. Smith, Jr. VP
M. Euel Wade, Jr. (f) VP,CIO
David L. Whitson VP,C,CAO
Phillip Wiedmeyer VP
Christopher C. Womack VP
C. Alan Martin VP
W. Ronald Smith VP
W. Roy Crow VP
Clyde H. Wood VP
J. Bruce Jones VP
Anthony J. Topazi VP
ALABAMA PROPERTY COMPANY
Name and Principal Address (a) Position
- --------------------------------------------
Elmer B. Harris D,P
William B. Hutchins, III D,VP
Susan N. Knight D,VP
David L. Whitson C
Art P. Beattie S,T
CFI
Name and Principal Address (a) Position
- --------------------------------------------
Elmer B. Harris D,P
William B. Hutchins, III D,VP
David L. Whitson D,C
Art P. Beattie S,T
GEORGIA
Name and Principal Address (b) Position
- --------------------------------------------
Edward L. Addison (f) D
Bennett A. Brown D
P. O. Box 4899
Atlanta, GA 30302-4899
A. W. Dahlberg (f) D
William A. Fickling, Jr. D
P. O. Box 1976
Macon, GA 31202-1976
H. Allen Franklin D,P,CEO
L. G. Hardman III D
P. O. Box 149
Commerce, GA 30529
Warren Y. Jobe D,EVP,T,
CFO
James R. Lientz, Jr. D
P. O. Box 4899
Atlanta, GA 30302-4899
William A. Parker, Jr. D
1380 West Paces Ferry Road, N.W.
Suite 260
Atlanta, GA 30327
G. Joseph Prendergast D
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757
Herman J. Russell D
504 Fair Street, S.W.
Atlanta, GA 30313
Dr. Gloria M. Shatto D
610 Mount Berry Station
Mount Berry, GA 30149-0610
William Jerry Vereen D
P. O. Box 460
Moultrie, GA 31776-0460
Thomas R. Williams D
191 Peachtree Street, NE, 21st Floor
Atlanta, GA 30303
Dwight H. Evans EVP
Bill M. Guthrie (g) EVP
William G. Hairston, III (i) EVP
Gene R. Hodges EVP
Wayne T. Dahlke SVP
James K. Davis SVP
Robert H. Haubein SVP
Gale E. Klappa SVP
Fred D. Williams SVP
J. D. Woodard (i) SVP
D. R. Altman VP
Judy M. Anderson VP,S
J. Thomas Beckham, Jr. (i) VP
Barbara Bowers VP
8
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
-------------------
GEORGIA (Continued)
Name and Principal Address (b) Position
- --------------------------------------------
William P. Bowers VP
Robert L. Boyer VP
M. A. Brown VP
J. L. Conn VP
Fred W. DeMent, Jr. VP
J. W. George VP
C. B. Harreld VP,C,
CAO
Leonard J. Haynes VP
Ronald E. Leggett VP
Craig S. Lesser VP
J. B. Manley VP
J. L. Martin, Jr. VP
Charles K. McCoy (i) VP
J. A. Parramore, Jr. VP
M. Euel Wade, Jr. (f) VP
C. W. Whitney VP
James A. Wilson VP
W. R. Woodall, Jr. VP
PFC
Name and Principal Address (b) Position
- --------------------------------------------
H. Allen Franklin D,P
Robert H. Haubein D,EVP
Warren Y. Jobe D,VP,T
W. G. Jones, Jr. VP
Judy M. Anderson S
Georgia Power L. P. Holdings Corp.
Name and Principal Address (b) Position
- --------------------------------------------
Warren Y. Jobe D,P,T
Judy M. Anderson VP,S
Charles O. Rawlins (f) VP
GULF
Name and Principal Address (c) Position
- --------------------------------------------
Dr. Reed Bell, Sr. D
5177 N. 9th Avenue, Suite 1
Pensacola, FL 32504
Paul J. DeNicola (f) D
Travis J. Bowden D,P,CEO
Fred C. Donovan D
P. O. Box 13370
Pensacola, FL 32591
W. Deck Hull, Jr. D
P. O. Box 2180
Panama City, FL 32402
C. Walter Ruckel D
P. O. Box 187
Valparaiso, FL 32580
Joseph K. Tannehill D
10 Arthur Drive
Lynn Haven, FL 32444
F. M. Fisher, Jr. VP
Bill M. Guthrie (g) VP,CPO
J. E. Hodges, Jr. VP
G. Edison Holland, Jr. VP,L
Earl B. Parsons, Jr. VP
Arlan E. Scarbrough VP,CFO
Ronnie R. Labrato C
Warren E. Tate S,T
MISSISSIPPI
Name and Principal Address (d) Position
- --------------------------------------------
Paul J. DeNicola (f) D
Edwin E. Downer D
7642 Poplar Springs Drive
Meridian, MS 39305
Robert S. Gaddis D
P. O. Box 168
Laurel, MS 39440
Walter H. Hurt, III D
P. O. Box 9
Inverness, MS 38753
Aubrey K. Lucas D
P. O. Box 5001
Southern Station
Hattiesburg, MS 39406
Earl D. McLean, Jr. D
P. O. Box 168
Columbia, MS 39429
David M. Ratcliffe D,P,CEO
Gerald J. St. Pe D
P. O. Box 149
Pascagoula, MS 39568
N. Eugene Warr D
2600 Beach Boulevard
Biloxi, MS 39531
H. Ed Blakeslee VP
Thomas A. Fanning VP,CFO,
S,T
Bill M. Guthrie (g) VP,CPO
Frederick D. Kuester VP
Don E. Mason VP
Frances V. Turnage C
9
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
--------------------
SAVANNAH
Name and Principal Address (e) Position
- --------------------------------------------
Helen Quattlebaum Artley D
9 Avenue of the Pines
Savannah, GA 31406
Paul J. DeNicola (f) D
Brian R. Foster D
P. O. Box 9586
Savannah, GA 31412
Arthur M. Gignilliat, Jr. D,P,CEO
Walter D. Gnann D
P. O. Box 334
Springfield, GA 31329
Robert B. Miller, III D
P. O. Box 8003
Savannah, GA 31412
James M. Piette D
19 Magnolia Crossing
Savannah, GA 31411
Arnold M. Tenenbaum D
P. O. Box 2567
Savannah, GA 31498
Frederick F. Williams, Jr. D
8 Rockwell Avenue South
Savannah, GA 31419
W. Miles Greer VP
Bill M. Guthrie (g) VP,CPO
Larry M. Porter VP
Kirby R. Willis VP,T,
CFO
Lavonne Calandra S
SCS
Name and Principal Address (f) Position
- --------------------------------------------
Edward L. Addison D
A. W. Dahlberg D
Paul J. DeNicola D,P,CEO
H. Allen Franklin (b) D
Elmer B. Harris (a) D
Bill M. Guthrie (g) SEVP,
CPO
Kerry E. Adams (g) EVP
W. L. Westbrook EVP,T
M. Euel Wade, Jr. SVP,CIO
W. C. Archer, III VP
W. Roy Barron VP
I. Otis Berkhan VP
Tommy Chisholm VP,S,L
Douglas E. Dutton (g) VP
J. Kevin Fletcher VP
Dr. C. H. Goodman (g) VP
J. Harold Gwin VP
J. R. Harris VP
W. Dean Hudson VP,C
Danny L. Moore VP
William K. Newman (g) VP
John G. Richardson VP
1130 Connecticut Avenue, NW
Washington, DC 20036
Jerry L. Stewart (g) VP
Dr. W. Robert Woodall, Jr. VP
John F. Young VP
One Wall Street, Suite 4200
New York, NY 10005
SDIG
Name and Principal Address (f) Position
- --------------------------------------------
William P. Bowers (b) D
Paul J. DeNicola D
Dwight H. Evans (b) D
Thomas A. Fanning (d) D
Robert E. Jones D,P
C. Alan Martin (a) D
Michael L. Scott (a) D
W. L. Westbrook D
Michael W. Southern T
Tommy Chisholm S
SEGCO
Name and Principal Address (a) Position
- --------------------------------------------
Robert L. Boyer (b) D
H. Allen Franklin (b) D,VP
Bill M. Guthrie (g) D,VP
Elmer B. Harris D,P
Robert H. Haubein (b) D
Warren Y. Jobe (b) D
T. Harold Jones D
Charles D. McCrary D
David L. Whitson C
William B. Hutchins, III D,VP
Art P. Beattie S,T
SEI
Name and Principal Address (h) Position
- --------------------------------------------
Kerry E. Adams (g) D
Thomas G. Boren D,P,CEO
Travis J. Bowden (c) D
A. W. Dahlberg (f) D
Paul J. DeNicola (f) D,VP
H. Allen Franklin (b) D
W. L. Westbrook (f) D,VP
10
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
--------------------
SEI (continued)
Name and Principal Address (h) Position
- --------------------------------------------
Richard J. Pershing SVP
Tommy Chisholm (f) VP,S
Robert G. Dawson (j) VP
S. Marce Fuller VP
Raymond D. Hill VP,CFO
J. William Holden, III VP
Charles W. Whitney VP
Ronald E. Leggett (b) VP
William A. Maner, III VP
R. Sam Shepard VP
James A. Ward C
Karl E. Olsoni T
SEI Operadora de Argentina, S.A.
Name and Principal Address (k) Position
- --------------------------------------------
Mariano F. Grondona D,S
Ronald E. Leggett (b) D,P
George Volland D
Felicia L. Bellows (j) D
Randall E. Harrison (h) D
Jose Martinez de Hoz D
SERC
Name and Principal Address (g) Position
- --------------------------------------------
Bill M. Guthrie D,P
Kenneth H. Harrell VP
T. Harold Jones (a) VP
Larry M. Porter (e) VP
Tommy Chisholm (f) S
William A. Maner, III (h) T
SOUTHERN NUCLEAR
Name and Principal Address (i) Position
- --------------------------------------------
Edward L. Addison (f) D
A. W. Dahlberg (f) D
Paul J. DeNicola (f) D
H. Allen Franklin (b) D
William G. Hairston, III D,P,CEO
Elmer B. Harris (a) D
Jackie D. Woodard EVP
James W. Averett VP
J. Thomas Beckham, Jr. VP
Louis B. Long VP
Charles K. McCoy VP
John O. Meier VP,S
James H. Miller, III VP,L
D. N. Morey VP
Robert M. Gilbert , Jr. C,T,CAO
SOUTHERN
Name and Principal Address (f) Position
- --------------------------------------------
Edward L. Addison D,CEO
A. D. Correll D
133 Peachtree Street, N.E.
Atlanta, GA 30303
A. W. Dahlberg D,P
Paul J. DeNicola D,EVP
Jack Edwards D
P. O. Box 123
Mobile, AL 36601
H. Allen Franklin (b) D,EVP
Bruce S. Gordon D
1310 N. Court House Road
Arlington, VA 22201
L. G. Hardman III D
P. O. Box 149
Commerce, GA 30529
Elmer B. Harris (a) D,EVP
Earl D. McLean, Jr. D
P. O. Box 168
Columbia, MS 39429
William A. Parker, Jr. D
1380 West Paces Ferry Road, N.W.
Suite 260
Atlanta, GA 30327
William J. Rushton, III D
P. O. Box 2606
Birmingham, AL 35202
Dr. Gloria M. Shatto D
610 Mount Berry Station
Mount Berry, GA 30149
Herbert Stockham D
P. O. Box 13018
Birmingham, AL 35213
W. L. Westbrook FVP,
CFO
W. Roy Barron VP
Bill M. Guthrie (g) VP
J. R. Harris VP
John G. Richardson VP
1130 Connecticut Avenue, NW
Washington, DC 20036
Dr. W. R. Woodall, Jr. VP
W. Dean Hudson C
Tommy Chisholm S
11
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
--------------------
Empresa Electrica del Norte Grande, S.A.
Name and Principal Address Position
- -----------------------------------------
Kerry E. Adams (g) D
Raul Castro Letelier D
Avda. Grecia 750
Antofagasta, Chile
Robert G. Dawson (j) D
Edmundo Dupre Echeverria D,VP
Avda. Grecia 750
Antofagasta, Chile
Patricio Leighton Gonzalez D,P
Avda. Grecia 750
Antofagasta, Chile
Pastor Sanjurjo D
W. L. Westbrook (f) D
Jose I. Zaldivar Peralta L
Avda. Grecia 750
Antofagasta, Chile
Sergio Balbontin Cavada General
Avda. Grecia 750 Manager
Antofagasta, Chile
ENERGIA de NUEVO LEON, S.A. DE C.V.
Name and Principal Address (h) Position
- --------------------------------------------
Marcelo Canales Clarion D
William R. Easter D
Jean M. Fauvd D
Ismael Garza T. D
Arturo G. Garza Zermeno D
Andres Gonzalez Sandoval D,S
Tanenguy Le Marechal D
Raul Rangel Hinojosa D
Santiago C. Reyes Retana D
W. Clay Smith D
MOBILE ENERGY SERVICES COMPANY, INC.
Name and Principal Address (h) Position
- --------------------------------------------
Raymond D. Hill D,VP,
CFO
Thomas G. Boren P,CEO
Mark R. Ogle VP
James A. Ward VP,C
Tommy Chisholm (f) S
SEI Beteiligungs GmbH
Name and Principal Address (h) Position
- --------------------------------------------
James A. Ward D
SOUTHERN COMMUNICATIONS
Name and Principal Address (f) Position
- --------------------------------------------
W. Roy Barron D,P
Paul J. DeNicola D
William B. Hutchins, III (a) D
Gale E. Klappa (b) D
Earl B. Parsons, Jr. (c) D
David M. Ratcliffe (d) D
Willliam L. Westbrook D
Jeffery M. Brooks VP
J. Harold Gwin VP
Danny L. Moore VP
Tommy Chisholm S
Michael W. Southern T
SEIH
Name and Principal Address (h) Position
- --------------------------------------------
Kerry E. Adams (g) D
Thomas G. Boren (h) D,P
Travis J. Bowden (c) D
Paul J. DeNicola (f) D
H. Allen Franklin (b) D
W. L. Westbrook (f) D
Raymond D. Hill VP,T,
CFO
Ronald E. Leggett (b) VP
Richard J. Pershing VP
R. Sam Shepard, Jr. VP
Tommy Chisholm (f) S
James A. Ward C
SEIH-III
Name and Principal Address (h) Position
- --------------------------------------------
Thomas G. Boren D,P
A. W. Dahlberg (f) D
W. L. Westbrook (f) D
Raymond D. Hill VP,CFO
James A. Ward T
Tommy Chisholm (f) S
SEIH-IV
Name and Principal Address (h) Position
- --------------------------------------------
James A. Ward D
Thomas G. Boren P
Tommy Chisholm (f) S,T
12
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
--------------------
SEIH-VIII
Name and Principal Address (h) Position
- --------------------------------------------
Thomas G. Boren P
Tommy Chisholm (f) S,T
SEIH-IX
Name and Principal Address (h) Position
- --------------------------------------------
Thomas G. Boren P
Tommy Chisholm (f) S,T
SEIH-X
Name and Principal Address (h) Position
- --------------------------------------------
Thomas G. Boren P
Tommy Chisholm (f) S,T
SEIH-XI
Name and Principal Address (h) Position
- --------------------------------------------
Thomas G. Boren P
Tommy Chisholm (f) S,T
Asociados De Electricidad, S.A.
Name and Principal Address (k) Position
- --------------------------------------------
Felicia L. Bellows (j) D
Robert G. Dawson (j) D,P
Mariano F. Grondona (j) D,S
S. Marce Fuller (h) D
Jose Martinez de Hoz D
George Volland (j) D
SEI y Asociados de Argentina, S.A.
Name and Principal Address (k) Position
- --------------------------------------------
Juan Carlos Apostolo D
Felicia L. Bellows (f) D
Thomas G. Boren (h) D
Peter J. Davenport D
Robert G. Dawson (j) D,P
Mariano F. Grondona D,S
W. L. Westbrook (f) D
Felipe Maria Castro Cranwell D
Paul J. DeNicola (f) D
S. Marce Fuller (h) D
Jose Martinez de Hoz D
Ricardo Urbano Sirl D
George Volland (j) D
Hidroelectrica Alicura, S.A.
Name and Principal Address (j) Position
- --------------------------------------------
Felicia L. Bellows (f) D,VP
Francisco J. M. Costa D
Peter J. Davenport D
Robert G. Dawson D,P
Alfredo A. Estevez D
Mariano F. Grondona D,S
Ronald E. Leggett (b) D,VP
Fabio J. Olivera D
Juan Carlos Apostolo D
Thomas G. Boren (h) D
Matias Bourdieu D
S. Marce Fuller (h) D
Norberto A. Lembo D
Alfredo Ricardo Pujante D
M. Stuart Sutherland D
600 Peachtree Street, N.E
Suite 5200
Atlanta, Georgia 30308-2216
George Volland D
SEI Chile, S.A.
Name and Principal Address (l) Position
- --------------------------------------------
Kerry E. Adams (g) D,VP
Robert G. Dawson (j) D,P
Pastor Sanjurjo D
Jorge Granic Latorre D
Carlos Larrain Pena D
Eduardo Zuniga Pacheco D
SEBH
Name and Principal Address Position
- -------------------------------------------
Kerry E. Adams (g) D
Thomas G. Boren (h) D,P
R. Sam Shepard, Jr. (h) D
Robert G. Dawson (j) VP
Raymond D. Hill (h) VP,T,
CFO
Ronald E. Leggett (b) VP
James A. Ward (h) C
Tommy Chisholm (f) S
13
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
--------------------
SEWG
Name and Principal Address (h) Position
- --------------------------------------------
Kerry E. Adams (g) D
Thomas G. Boren D,P
Travis J. Bowden (c) D
Paul J. DeNicola (f) D
H. Allen Franklin (b) D
W. L. Westbrook (f) D
Raymond D. Hill VP,T,
CFO
Ronald E. Leggett (b) VP
Richard J. Pershing VP
R. Sam Shepard VP
Tommy Chisholm (f) S
James A. Ward C
SEI Bahamas Argentina I, Inc.
Name and Principal Address Position
- --------------------------------------------
James A. Ward (h) D,P
Tommy Chisholm (f) S,T
SEI Bahamas Argentina II, Inc.
Name and Principal Address Position
- --------------------------------------------
James A. Ward (h) D,P
Tommy Chisholm (f) S,T
SEI Inversora, S.A.
Name and Principal Address (k) Position
- --------------------------------------------
Alan Arntsen (j) D,P
Mariano F. Grondona D
James A. Ward (h) D,VP
Manuel Benito D
Inversores de Electricidad, S.A.
Name and Principal Address (j) Position
- --------------------------------------------
Alan Arntsen (j) D,P
Southern Electric Bahamas Ltd.
Name and Principal Address (h) Position
- --------------------------------------------
Kerry E. Adams (g) D
Thomas G. Boren D,P
R. Sam Shepard, Jr. D
Robert G. Dawson (j) VP
Raymond D. Hill VP, T,
CFO
Ronald E. Leggett (b) VP
Tommy Chisholm (f) S
James A. Ward C
Freeport Power Company Limited
Name and Principal Address Position
- --------------------------------------------
Thomas G. Boren (h) D
Robert G. Dawson (j) D
Larry R. Brantley P,CEO
Jack A. Hayward D
P. O. Box F-888
Freeport, Grand Bahama Island,
Bahamas
Ronald E. Leggett (b) D,VP
Albert J. Miller D
P. O. Box F-888
Freeport, Grand Bahama Island,
Bahamas
Richard T. Pittenger (h) D
Edward P. St. George D
P. O. Box F-888
Freeport, Grand Bahama Island,
Bahamas
Ian O. Barry VP,T
P. O. Box F-888
Freeport, Grand Bahama Island,
Bahamas
Raymond D. Hill (h) VP,CFO
Willie A. M. Moss VP,S
P. O. Box F-888
Freeport, Grand Bahama Island,
Bahamas
Southern Electric, Inc.
Name and Principal Address (h) Position
- --------------------------------------------
James A. Ward D
Thomas G. Boren P
Tommy Chisholm (f) S,T
The Power Generation Company of
Trinidad and Tobago Limited
Name and Principal Address Position
- --------------------------------------------
Robert G. Dawson (j) D
Ronald E. Leggett (b) D
Judith Morris D
63 Frederick Street
Port of Spain, Trinidad, W.I.
14
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
--------------------
The Power Generation Company of
Trinidad and Tobago Limited (Continued)
Name and Principal Address Position
- --------------------------------------------
Stanley P. Ottley D
63 Frederick Street
Port of Spain, Trinidad, W.I.
Valence E. Patino D
No. 16-18 Sackville Street
Port of Spain, Trinidad, W.I.
Jacqueline Quamina D
Eric Williams Plaza
Independence Square
Port of Spain, Trinidad, W.I.
Dennis Singh D
63 Frederick Street
Port of Spain, Trinidad, W.I.
Terry W. Timm D
200 Westlake Park Boulevard
P. O. Box 3092
Houston, TX 77253-3092
W. L. Westbrook (f) D
Henry T. E. Coolidge, Jr. General
6A Queens Park West, Manager
First Floor
Port of Spain, Trinidad, W.I.
June Ahye S
63 Frederick Street
Port of Spain, Trinidad, W.I.
15
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections.
- -----------------------------------------------------------------------
<TABLE>
<CAPTION>
Name of Officer Name and Location Position Held in Applicable
or Director of Financial Institution Financial Institution Exemption Rule
--------------- ------------------------ --------------------- ---------------
Rule No. 70
Subdivision
<S> <C> <C> <C>
Edward L. Addison Wachovia Bank of Georgia, N.A.,
Atlanta, GA Director (a);(c);(e);(f)
Whit Armstrong The Citizens Bank Chief Executive (c)
Enterprise, AL Officer,
Chairman of the
Board and President
Travis J. Bowden AmSouth Bank of Florida,Clearwater, FL Director (c)
W. Roy Crow Barbour County Bank, Eufaula, AL Director (f)
A. W. Dahlberg Trust Company Bank of Georgia Director (a);(c)
Atlanta, GA
Trust Company Bank, Atlanta, GA Director (a);(c)
Brian R. Foster NationsBank, Atlanta, GA Executive Vice (c)
President
NationsBank, Savannah, GA President and Chief
Executive Officer
(Savannah (c)
operations)
H. Allen Franklin SouthTrust Bank, Birmingham, AL Director (c)
Robert S. Gaddis Trustmark National Bank, President (c);(g)
Laurel, MS
Michael D. Garrett AmSouth Bank, N.A., Birmingham, AL Director (c)
Peter V.
Gregerson, Sr. AmSouth Bank, Gadsden, AL Director (c)
L. G. Hardman, III First Commerce Bancorp, Chairman of the Board
Commerce, GA and Chief Executive
Officer (c);(g)
First National Bank of Commerce, Chairman of the
Commerce, GA Board (c);(g)
Elmer B. Harris AmSouth Bancorporation, Director (a);(c);(e);(f)
Birmingham, AL
AmSouth Bank, N.A., Birmingham, AL Director (a);(c);(e);(f)
John E. Hodges, Jr. Barnett Bank, Pensacola, FL Director (f)
W. D. Hull Sun Bank/West Florida, President and Chief
Panama City, FL Executive Officer (c)
Carl E. Jones First Alabama Bank, Mobile, AL Chairman and Chief
Executive Officer (c)
J. Bruce Jones Compass Bank, Mobile, AL Director (f)
James R. Lientz, Jr. NationsBank of Georgia, N.A., Atlanta, GA Director, President (c)
Wallace D. Malone SouthTrust Corporation, Birmingham, AL Chairman of the Board
and Chief Executive
Officer (c)
Wiregrass Bancorporation, Dothan, AL Director (c)
First National Bank of Ashford, Ashford, AL Director (c)
William V. Muse Alabama National Bancorporation, Director
Shoal Creek, AL
John T. Porter Citizens Federal Bank, Birmingham, AL Director (c)
</TABLE>
16
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. (Continued)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name of Officer Name and Location Position Held in Applicable
or Director of Financial Institution Financial Institution Exemption Rule
--------------- ------------------------ --------------------- ----------------
Rule No. 70
Subdivision
<S> <C> <C> <C>
G. Joseph
Prendergast Wachovia Bank of Georgia, Atlanta, GA Chairman of the
Board, Director (c)
William J.
Rushton, III AmSouth Bancorporation, Birmingham, AL Director (a);(c)
AmSouth Bank, N.A., Birmingham, AL Director (a);(c)
Herman J. Russell Citizens Trust Bank, Atlanta, GA Chairman of the
Board (c)
Citizens Bancshares Corp. Atlanta, GA Chairman of the
Board (c)
Wachovia Corporation of Georgia, Director (c)
Atlanta, GA
William R. Smith SouthTrust Bank of Calhoun County, N.A.
Anniston, AL Director (f)
Herbert Stockham SouthTrust Bank, Birmingham, AL Director (a);(c)
SouthTrust Corporation, Director (c)
Birmingham, AL
Arnold Tenenbaum First Union National Bank of Georgia, Director (c)
Atlanta, GA
First Union National Bank of Savannah, Director (c)
Savannah, GA
Anthony J. Topazi AmSouth Bank, N.A., Tuscaloosa, AL Director (f)
N. Eugene Warr SouthTrust Bank of Mississippi, Biloxi, MS Vice Chairman
of the Board (c)
Clyde H. Wood SouthTrust Bank, N.A., Director (f)
Montgomery, AL
John W. Woods AmSouth Bancorporation, Chairman of the (c)
Birmingham, AL Board and
AmSouth Bank,of Alabama, Chief Executive (c)
Birmingham, AL Officer of both
institutions and
President of AmSouth
Bank
</TABLE>
17
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION. PART III.
- -----------------------------------------
(a) Summary Compensation Tables. The following tables set forth
information concerning any Chief Executive Officer and the four most highly
compensated executive officers for SCS, SEI and SOUTHERN NUCLEAR serving as of
December 31, 1994, as defined by the Securities and Exchange Commission.
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference
to page numbers III-13 through III-18 in the SOUTHERN system's combined Form
10-K for the year ended December 31, 1994. Incorporated by reference to "Summary
Compensation Table" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy
Statement relating to the 1995 annual meeting of stockholders.
<TABLE>
<CAPTION>
Key terms used in this Item will have the following meanings:-
<S> <C>
ESP......................................... Employee Savings Plan
ESOP........................................ Employee Stock Ownership Plan
SBP......................................... Supplemental Benefit Plan
ERISA....................................... Employee Retirement Income Security Act
</TABLE>
<TABLE>
<CAPTION>
SCS
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward L. Addison 1994 787,239 162,930 5,227 58,267 425,840 45,012
Chairman of the 1993 734,714 148,118 9,527 47,118 339,714 47,909
Executive Committee, 1992 696,526 176,331 4,255 52,626 262,579 38,072
Director
A. W. Dahlberg 1994 600,026 120,415 6,579 43,062 306,459 32,630
Vice Chairman of 1993 477,967 96,331 17,707 30,644 225,406 44,547
the Executive 1992 469,178 110,094 6,508 34,226 171,243 26,979
Committee, Director
Paul J. DeNicola 1994 361,618 74,294 3,540 26,569 188,858 21,381
President, Chief 1993 313,970 63,641 6,832 7,498 132,986 24,436
Executive Officer, 1992 272,246 70,272 3,022 8,091 79,519 14,341
Director
</TABLE>
18
<PAGE>
SCS
SUMMARY COMPENSATION TABLE
(Continued)
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bill M. Guthrie 1994 308,837 58,140 384 16,781 87,085 16,646
Senior Executive 1993 275,185 32,967 14,117 6,524 64,959 32,890
Vice President 1992 264,822 36,752 1,069 7,371 45,726 14,148
W. L. Westbrook 1994 228,514 37,799 2,359 9,341 81,504 13,101
Executive Vice 1993 219,354 27,793 16,864 3,919 69,484 30,153
President 1992 205,634 29,091 1,279 4,296 53,706 11,337
- ------------------------
1 Tax reimbursements by SCS on certain personal benefits.
2 Payouts made in 1993, 1994 and 1995 for the four-year performance periods
ending December 31, 1992, 1993 and 1994.
3 SCS contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which
accruals are made to offset Internal Revenue Code imposed limitations under the
ESP and ESOP), for the following:
ESP ESOP SBP
--- ---- ---
Edward L. Addison $5,555 $1,789 $37,668
A. W. Dahlberg 5,420 1,789 25,421
Paul J. DeNicola 6,750 1,789 12,842
Bill M. Guthrie 6,750 1,789 8,107
W. L. Westbrook 6,514 1,789 4,798
</TABLE>
19
<PAGE>
SEI
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)4 (Shares) ($)5 ($)6
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas G. Boren 1994 233,566 150,000 7,628 12,715 - 11,990
President, 1993 196,106 100,698 21,389 3,559 - 23,984
Director 1992 195,640 49,400 469 3,938 - 2,308
Robert G. Dawson 1994 286,221 7 50,000 - - - 8,148
Vice President 1993 154,668 14,996 4,539 2,390 25,661 15,043
1992 147,771 14,002 10,841 - 15,685 20,714
Richard J. Pershing 1994 148,178 75,000 347 - - 7,793
Vice President 1993 138,068 52,150 13,718 - - 25,491
1992 149,426 23,000 4,560 - - 7,020
Raymond D. Hill 1994 146,667 75,000 105 - - 5,986
Vice President 1993 169,525 7 48,750 13,034 - - 18,000
1992 - - - - - -
R. Sam Shepard, Jr. 1994 147,147 50,000 15 - - 7,747
Vice President 1993 137,363 43,400 13,034 - - 27,590
1992 118,971 26,000 - - - 6,941
- -------------------------
4 Tax reimbursement by SEI on certain personal benefits.
5 Employees of SEI are not yet eligible for these payouts. Mr. Dawson transferred
to SEI from MISSISSIPPI in 1994. Mississippi employees are eligible for these
payouts.
6 SEI contributions to the ESP, ESOP, non-pension related accruals
under the SBP (ERISA excess plan under which accruals are made to offset
Internal Revenue Code imposes limitations under the ESP and ESOP), for the
following:
ESP ESOP SBP
--- ---- ---
Thomas G. Boren $6,750 $1,659 $3,581
Robert G. Dawson 6,750 1,398 -
Richard J. Pershing 6,668 1,125 -
Raymond D. Hill 5,000 986 -
R. Sam Shepard 6,668 1,079 -
7 Mr. Dawson's 1994 salary includes additional compensation for relocation
costs and foreign service supplements. Mr. Hill's 1993 salary includes
additional compensation for relocation costs.
</TABLE>
20
<PAGE>
SOUTHERN NUCLEAR
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)8 (Shares) ($)9 ($)10
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. G. Hairston, III 1994 287,831 44,521 3,225 15,725 88,162 14,593
President and Chief 1993 234,454 53,202 15,925 11,728 54,126 30,475
Executive Officer 1992 198,392 27,990 34,425 8,414 37,320 10,697
Jack D. Woodard 1994 190,128 33,489 1,168 7,653 36,698 10,046
Executive Vice 1993 164,282 30,900 12,715 3,181 24,252 26,707
President 1992 141,834 17,520 190 - 15,574 7,596
Charles K. McCoy 1994 150,139 21,012 1,398 - 23,635 8,004
Vice President 1993 146,159 18,806 13,827 - 20,149 25,760
1992 137,934 18,169 808 - 15,574 7,386
J. Thomas
Beckham, Jr. 1994 150,139 20,262 308 - 23,635 8,137
Vice President 1993 146,796 18,134 13,402 - 20,149 25,852
1992 141,229 19,467 176 - 15,574 8,484
David N. Morey, III 1994 139,912 21,762 302 - 17,014 7,457
Vice President 1993 128,940 16,119 14,554 - 12,320 24,903
1992 - - - - - -
- ------------------------
8 Tax reimbursement by SOUTHERN NUCLEAR on certain personal benefits, including
initiation fees of $29,750 for Mr. Hairston in 1992.
9 Payouts made in 1993, 1994 and 1995 for the four-year performance periods ending December 31, 1992,
1993 and 1994, respectively.
10 SOUTHERN NUCLEAR contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which
accruals are made to offset Internal Revenue Code imposed limitations under the
ESP and ESOP), for the following:
ESP ESOP SBP
--- ---- ---
William G. Hairston, III $6,750 $1,789 $6,054
Jack D. Woodard 6,743 1,497 1,806
Charles K. McCoy 6,475 1,246 283
J. Thomas Beckham, Jr. 6,475 1,379 283
David N. Morey, III 6,294 1,163 -
</TABLE>
21
<PAGE>
STOCK OPTION GRANTS IN 1994
---------------------------
Stock Option Grants. The following table sets forth all stock option
grants to the named executive officers of each operating subsidiary during the
year ending December 31, 1994. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH
are incorporated by reference to page numbers III-19 and III-20 in the SOUTHERN
system's combined Form 10-K for the year ended December 31, 1994. Stock Option
Grants in 1994 for SOUTHERN is incorporated by reference to "Stock Option
Grants" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement
relating to 1995 annual meeting of stockholders.
<TABLE>
<CAPTION>
Individual Grants Grant Date Value
Number of
Securities % of Total
Underlying Options Exercise
Share Granted to or
Options Employees in Base Price Expiration Grant Date
Name Granted11 Fiscal Year12 ($/Sh)11 Date11 Present Value($)13
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SCS
Edward L. Addison 58,267 13.0% $18.8750 03/01/1998 118,282
A. W. Dahlberg 43,062 9.6% $18.8750 07/18/2004 109,808
Paul J. DeNicola 26,569 5.9% $18.8750 07/18/2004 67,751
Bill M. Guthrie 16,781 3.8% $18.8750 06/01/2000 42,120
W. L. Westbrook 9,341 2.1% $18.8750 07/18/2004 23,820
SEI
Thomas G. Boren 12,715 2.8% $18.8750 07/18/2004 32,423
Robert G. Dawson - - - - -
Richard J. Pershing - - - - -
Raymond D. Hill - - - - -
R. Sam Shepard - - - - -
SOUTHERN NUCLEAR
William G. Hairston, III 15,725 3.5% $18.8750 07/18/2004 40,099
Jack D. Woodard 7,653 1.7% $18.8750 07/18/2004 19,515
Charles K. McCoy - - - - -
J. Thomas Beckham, Jr. - - - - -
David N. Morey, III - - - - -
- -------------------------
11 Grants were made on July 18, 1994, and vest 25% per year on the anniversary
date of the grant. Grants fully vest upon termination incident to death,
disability, or retirement. The exercise price is the average of the high and low
fair market value of SOUTHERN's common stock on the date granted. In accordance
with the terms of the Executive Stock Plan, Mr. Addison's unexercised options
expire on March 1, 1998 and Mr. Guthrie's unexercised options expire on June 1,
2000, three years after his normal date of retirement.
12 A total of 446,443 stock options were granted in 1994 to key executives participating in SOUTHERN's
Executive Stock Plan.
13 Based on the Black-Scholes option valuation model. The actual value, if any, an executive
officer may realize ultimately depends on the market value of SOUTHERN's common stock at a future date. There is no assurance
that the value realized will be at or near the value estimated by the
Black-Scholes model. Assumptions used to calculate this value: price volatility
- - 16.79%; risk-free rate of return - 7.3%; dividend yield - 6.25%; and time to
exercise - ten years.
</TABLE>
22
<PAGE>
AGGREGATED STOCK OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES
--------------------------------------------------------------------
Aggregated Stock Option Exercises. The following table sets forth
information concerning options exercised during the year ending December 31,
1994, by the named executive officers and value of unexercised options held by
them as of December 31, 1994. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH
are incorporated by reference to page numbers III-21 and III-22 in the SOUTHERN
system's combined Form 10-K for the year ended December 31, 1994. Aggregated
Stock Option Exercises in 1994 and Year-End Option Values information for
SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in
1994 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's
definitive Proxy Statement relating to 1995 annual meeting of stockholders.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Fiscal
Year-End (#) Year-End($)14
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($)15 Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
SCS
<S> <C> <C> <C> <C>
Edward L. Addison - - 230,025/135,828 1,423,043/213,647
A. W. Dahlberg - - 45,847/93,513 176,753/144,813
Paul J. DeNicola 3,068 20,936 12,139/50,250 34,450/72,049
Bill M. Guthrie - - 44,968/37,139 249,332/52,635
W. L. Westbrook - - 14,448/22,191 62,449/35,165
SEI
Thomas G. Boren 4,215 26,776 5,717/24,181 7,507/35,287
Robert G. Dawson - - 1,195/3,585 0/0
Raymond D. Hill - - - -
Richard J. Pershing - - - -
R. Sam Shepard - - - -
SOUTHERN NUCLEAR
William G. Hairston, III 2,588 19,087 9,658/31,275 23,447/41,137
Jack D. Woodard - - 1,590/12,425 0/8,610
Charles K. McCoy - - - -
J. Thomas Beckham, Jr. - - - -
David N. Morey, III - - - -
- -----------------------------
14 This represents the excess of the fair market value as
of December 31, 1994, of the option shares over exercise price of the options.
One column reports the "value" of options that are vested and therefore could be
exercised; the other "value" of options that are not vested and therefore could
not be exercised as of December 31, 1994.
15 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair
market value of the shares at the time of exercise over the exercise price.
</TABLE>
23
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN 1994
------------------------------------------
Long-Term Incentive Awards. The following table sets forth the
long-term incentive plan awards made to the named executive officers for the
performance period January 1, 1994 through December 31, 1997. ALABAMA, GEORGIA,
GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers
III-23 and III-24 in the SOUTHERN system's combined Form 10-K for the year ended
December 31, 1994. Long-Term Incentive Plans- Awards information for SOUTHERN is
incorporated by reference to "Aggregated Stock Option Exercises in 1994 and
Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive
Proxy Statement relating to the 1995 annual meeting of stockholders.
<TABLE>
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans
Number Performance or
of Other Period
Units Until Maturation Threshold Target Maximum
Name (#)16 or Payout ($)17 ($)17 ($)17
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SCS
Edward L. Addison - - - - -
A. W. Dahlberg 471,947 4 years 235,974 471,947 943,894
Paul J. DeNicola 261,300 4 years 130,650 261,300 522,600
Bill M. Guthrie 153,000 4 years 76,500 153,000 306,000
W. L. Westbrook 104,225 4 years 52,113 104,225 208,450
SEI
Thomas G. Boren 7,287 4 years - - -
Robert G. Dawson 2,427 4 years - - -
Richard J. Pershing 3,641 4 years - - -
Raymond D. Hill 3,641 4 years - - -
R. Sam Shepard 2,184 4 years - - -
SOUTHERN NUCLEAR
William G. Hairston, III 157,500 4 years 78,750 157,500 315,000
Jack D. Woodard 77,251 4 years 38,626 77,251 154,502
Charles K. McCoy 51,500 4 years 25,750 51,500 103,000
J. Thomas Beckham, Jr. 51,500 4 years 25,750 51,500 103,000
David N. Morey, III 51,500 4 years 25,750 51,500 103,000
16 A performance unit is a method of assigning a dollar value to a performance award
opportunity. The actual number of units granted to a participant will be based
on an award percentage of an individual's base salary range control mid-point at
the beginning of the performance period.
For SEI, the number of units is determined by taking an award amount as
determined by the board of directors of SEI divided by the fair market value of
the common stock of SOUTHERN five business days prior to the award. The number
of units payable at the end of the four year performance period is adjusted
annually by a performance index based on the return on common equity of SOUTHERN
and the performance of SEI's investment projects. At the end of the four-year
performance period, the participant will receive shares of common stock of
SOUTHERN equal to the number of units, as adjusted annually, unless the
participant elects, 12 months in advance of the end of the four-year performance
period, to defer receipt of the award made.
17 The threshold, target, and maximum value of a unit is $0.50, $1.00, and $2.00, respectively, and can vary
based on SOUTHERN's return on common equity relative to a selected group of
electric and gas utilities in the Southeastern United States. If certain minimum
performance relative to the selected group is not achieved, there will be no
payout; nor is there a payout if the current earnings of SOUTHERN are not
sufficient to fund the dividend rate paid in the last calendar year. All awards
are payable in cash at the end of the performance period.
For SEI, the payout under the plan is based on the number of units adjusted
over the four-year performance period as described above and the price of
SOUTHERN common stock at the end of the performance period.
</TABLE>
24
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ------------------------------
PART III.
- --------
(b) Stock Ownership. The following tables show the number of shares of
SOUTHERN common stock and preferred stock owned by the directors, nominees and
executive officers as of December 31, 1994. It is based on information furnished
to SOUTHERN by the directors, nominees and executive officers. The shares owned
by all directors, nominees and executive officers of each company as a group
constitute less than one percent of the total number of shares of the respective
classes outstanding on December 31, 1994. SOUTHERN is incorporated by reference
to "Stock Ownership" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy
Statement relating to the 1995 annual meeting of stockholders. ALABAMA, GEORGIA,
GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers
III-30 through III-34 in the SOUTHERN system's combined Form 10-K for the year
ended December 31, 1994.
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
<S> <C> <C>
SCS
Edward L. Addison SOUTHERN Common 313,008
A. W. Dahlberg SOUTHERN Common 92,736
Paul J. DeNicola SOUTHERN Common 41,269
H. Allen Franklin SOUTHERN Common 61,231
Elmer B. Harris SOUTHERN Common 104,175
Kerry E. Adams SOUTHERN Common 26,367
Bill M. Guthrie SOUTHERN Common 93,694
M. Euel Wade, Jr. SOUTHERN Common 23,211
W. L. Westbrook SOUTHERN Common 48,479
The directors, nominees
and executive officers
of SCS as a Group SOUTHERN Common 815,179 shares
SDIG
William P. Bowers SOUTHERN Common 3,700
Paul J. DeNicola SOUTHERN Common 41,269
Dwight E. Evans SOUTHERN Common 24,844
GEORGIA Preferred 300
</TABLE>
25
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART III.
- --------
(b) Stock Ownership. (Continued)
---------------
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
<S> <C> <C>
SDIG (continued)
Thomas A. Fanning SOUTHERN Common 4,253
Robert E. Jones SOUTHERN Common 9,472
C. Alan Martin SOUTHERN Common 9,756
Michael L. Scott SOUTHERN Common 6,159
W. L. Westbrook SOUTHERN Common 48,479
The directors, nominees
and executive officers
of SDIG as a Group SOUTHERN Common 147,932 shares
GEORGIA Preferred 300 shares
SEGCO
Robert L. Boyer SOUTHERN Common 33,511
H. Allen Franklin SOUTHERN Common 61,231
Bill M. Guthrie SOUTHERN Common 93,694
Elmer B. Harris SOUTHERN Common 104,175
Robert H. Haubein SOUTHERN Common 12,463
William B. Hutchins, III SOUTHERN Common 23,081
Warren Y. Jobe SOUTHERN Common 36,589
GEORGIA Preferred 403
T. Harold Jones SOUTHERN Common 24,587
Charles D. McCrary SOUTHERN Common 15,986
The directors, nominees
and executive officers
of SEGCO as a Group SOUTHERN Common 405,317 shares
GEORGIA Preferred 403 shares
</TABLE>
26
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART III.
- --------
(b) Stock Ownership. (Continued)
----------------
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
<S> <C> <C>
SEI
Kerry E. Adams SOUTHERN Common 26,367
GEORGIA Preferred 200
Thomas G. Boren SOUTHERN Common 14,345
Travis J. Bowden SOUTHERN Common 50,443
A. W. Dahlberg SOUTHERN Common 92,736
Paul J. DeNicola SOUTHERN Common 41,269
H. Allen Franklin SOUTHERN Common 61,231
W. L. Westbrook SOUTHERN Common 48,479
Robert G. Dawson SOUTHERN Common 17,830
Raymond D. Hill SOUTHERN Common 320
Richard J. Pershing SOUTHERN Common 16,527
R. Sam Shepard, Jr. SOUTHERN Common 9,928
The directors, nominees
and executive officers
of SEI as a Group SOUTHERN Common 402,051 shares
GEORGIA Preferred 200 shares
SOUTHERN NUCLEAR
Edward L. Addison SOUTHERN Common 313,008
A. W. Dahlberg SOUTHERN Common 92,736
Paul J. DeNicola SOUTHERN Common 41,269
H. Allen Franklin SOUTHERN Common 61,231
William G. Hairston, III SOUTHERN Common 25,550
Elmer B. Harris SOUTHERN Common 104,175
</TABLE>
27
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART III.
- --------
(b) Stock Ownership. (Continued)
----------------
<TABLE>
<CAPTION>
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
<S> <C> <C>
SOUTHERN NUCLEAR (Continued)
J. Thomas Beckham, Jr. SOUTHERN Common 58,919
Charles K. McCoy SOUTHERN Common 2,733
David N. Morey, III SOUTHERN Common 12,228
Jack D. Woodard SOUTHERN Common 18,817
The directors, nominees
and executive officers of
SOUTHERN NUCLEAR
as a Group SOUTHERN Common 773,235 shares
VARIOUS SOUTHERN SUBSIDIARIES
Felicia Bellows SOUTHERN Common 836
Henry T. E. Coolidge, Jr. SOUTHERN Common 1,847
William R. Easter SOUTHERN Common 2,162
Randall E. Harrison SOUTHERN Common 2,224
Mark Lynch SOUTHERN Common 1,812
Mark Ogle SOUTHERN Common 158
Karl E. Olsoni SOUTHERN Common 2,323
Richard Pittenger SOUTHERN Common 1,341
Kenneth Rosanski SOUTHERN Common 3,757
Pastor Sanjuro SOUTHERN Common 3,896
W. Clay Smith SOUTHERN Common 4,799
James A. Ward SOUTHERN Common 4,526
The directors, nominees
and executive officers of
VARIOUS SOUTHERN SUBSIDIARIES
as a Group SOUTHERN Common 29,681 shares
</TABLE>
<PAGE>
28
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART III.
- --------
Notes to Item 6, Part III(b):
(1) As used in these tables, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security and/or investment
power with respect to a security (i.e., the power to dispose of, or to
direct the disposition of, a security).
(2) The shares shown include shares of common stock of which certain
directors and officers have the right to acquire beneficial ownership
within 60 days pursuant to the Executive Stock Option Plan, as follows:
Mr. Adams, 7,176 shares; Mr. Addison, 230,025 shares; Mr. Boren, 5,717
shares; Mr. Bowden, 24,019 shares; Mr. Dahlberg, 45,847 shares;
Mr.Dawson, 1,195 shares; Mr.DeNicola, 12,139 shares; Mr. Franklin,
40,383 shares; Mr. Guthrie, 44,968 shares; Mr. Hairston, 9,658
shares; Mr. Harris, 58,867 shares; Mr. Jones, 4,910 shares; Mr. Wade,
15,210 shares; Mr. Westbrook, 14,448 shares and Mr. Woodard,
1,590 shares. Also included are shares of SOUTHERN common stock held
by the spouse of the following directors: Mr. Addison, 1,424 shares and
Mr. Harris, 310 shares.
(c) Contracts and transactions with system companies.
------------------------------------------------
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by
reference to page numbers III-36 and III-37 in the SOUTHERN system's
combined Form 10-K for the year ended December 31, 1994.
(d) Indebtedness to system companies.
--------------------------------
None.
(e) Participation in bonus and profit sharing arrangements and other
benefits.
----------------------------------------------------------------
SOUTHERN is incorporated by reference to "Executive Compensation" under
ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to
the 1995 annual meeting of stockholders.
(f) Rights to indemnity.
-------------------
Incorporated by reference are the by-laws, for the companies of the
SOUTHERN system, contained herein as Exhibits.
29
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
- ------------------------------------------
(1) Expenditures, disbursements or payments, directly or indirectly, in
money, goods or services, to or for the account of any political party,
candidate for public office or holder of such office, or any committee or agent
thereof.
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount
- --------------- -------------------------------- ------- ------- ------
None
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH have established
political action committees and have incurred certain costs in the
administration of these committees in accordance with the provisions of the
Federal Election Campaign Act and the Public Utility Holding Company Act.
(2) Expenditures, disbursements or payments, directly or indirectly, in
money, goods or services, to or for the account of any citizens group
or public relations counsel.
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
ALABAMA Alabama Alliance of Business & Industry Dues 426 2,500
American Nuclear Energy Council Dues 517 74,390
Nuclear Management and Resource Council Dues 524 126,000
A+ Research Foundation Support 426 27,619
Support N/A 15,000*
Nature Conservancy Dues & Support 921,793,426 26,275
Support N/A 25,000*
Cahaba River Society Dues & Support 793,426 1,600
Nuclear Energy Institute Dues & Support 426,524, 513,229
921,930
Public Affairs Research Council of Alabama Dues & Support 426,930 10,240
Business Council of Alabama Dues & Support 426,793,921 2,058,255
GEORGIA American Nuclear Energy Council Dues 524 67,248
Nuclear Management and Resource Council Dues 524 146,309
Nuclear Energy Institute Dues 524 & 426 357,515
Public Affairs Council Dues 930 1,200
Georgia Council for International Visitors Dues 930 1,300
Georgia Conservancy Support N/A 25,000**
Nature Conservancy Support N/A 33,333**
* Alabama Power Foundation
** Georgia Power Foundation
</TABLE>
30
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued)
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
GULF Associated Industries of Florida Dues 930 4,000
East Jackson County Economic
Development Dues 930 200
Economic Development Council -
Okaloosa County Dues 930 1,000
Economic Development Council -
Walton County Dues 930 500
Florida Economic Development Council Dues 930 1,341
Florida Taxwatch, Inc. Support 426 5,000
MISSISSIPPI Jones County Economic Development Dues 930 2,500
The Nature Conservancy Dues 930 5,000
Retail Association of Mississippi Dues 930 1,150
Nuclear Energy Institute Dues 930 11,850
Greater Biloxi Economic Development
Council Dues 930 600
Mississippi Gulf Coast Economic
Development Council Dues 930 1,125
Mississippi Manufacturers Association Dues 930 1,425
Mississippi Economic Council Dues 930 1,925
Business and Industry Dues 930 1,250
SAVANNAH Committee for Economic Development Support 426 1,000
Georgia Conservancy Support 426 1,000
Georgia Corporation for Economic
Development Support 426 5,000
Georgia Council for Economic
Development Support 426 2,000
The Nature Conservancy of Georgia Support 426 5,000
Savannah Development and Renewal
Authority Support 426 250
</TABLE>
The information called for by this item was compiled, and memoranda
from each company in the system were received and are being preserved by
SOUTHERN, in accordance with the instructions to this item.
31
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS.
- -----------------------------------------------------------
PART I.
- ------
<TABLE>
<CAPTION>
In Effect
on Dec. 31
Transactions Serving Company Receiving Company Compensation Contract (Yes or No)
(1) (2) (3) (4) (5) (6)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Note) (Note) SEI (Note) (Note) Yes
Sublease of railcars ALABAMA GEORGIA $288,101 Yes
Sublease of railcars ALABAMA MISSISSIPPI $73,568 Yes
Sublease of railcars ALABAMA SAVANNAH $14,543 Yes
Sublease of railcars GEORGIA SAVANNAH $19,588 Yes
Sublease of railcars MISSISSIPPI ALABAMA $75,281 Yes
Sublease of railcars MISSISSIPPI GEORGIA $228,943 Yes
Sublease of railcars MISSISSIPPI GULF $32,001 Yes
Sublease of railcars MISSISSIPPI SAVANNAH $12,655 Yes
Note:
SEI has agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which
SEI reimburses each of such companies for the full cost of services, personnel
and facilities provided to SEI. Pursuant to such agreements, during 1994 SEI
reimbursed SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH $14,285,189;
$89,190; $655,908; $11,916; $24,492 and $0, respectively.
Part II.
None.
Part III.
SAVANNAH - LCG Associates, Inc. - Pension Advisors - $40,000 per year.
</TABLE>
32
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
- -----------------------------------------------------------
PART I (a)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP % OWNED
TRANSMISSION,
DISTRIBUTION
GEN TRAN DIST
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Southern Electric Bahamas Holdings, Ltd. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
2. Southern Electric Bahamas, Ltd. N/A N/A N/A Southern Electric
Atlanta, GA Bahamas Holdings, Ltd.
900 Ashwood Parkway, Suite 500 100%
Atlanta, GA 30338
3. Freeport Power Company, Ltd. Note Note Note Southern Electric
Freeport, Grand Bahamas, Bahamas (1) (1) (1) Bahamas, Ltd. 50%
Port Authority Building
P.O. Box F-40888
Freeport, Grand Bahamas, Bahamas
4. SEI Operadora del Argentina, S.A. N/A N/A N/A Southern Electric
Buenos Aires, Argentina International. Inc. 99.99%
LN Alem 712 - Piso 7 SEI Holdings, Inc. .01%
(1001) Buenos Aires, Argentina
5. SEI Holdings, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
6. Asociados de Electricidad, S.A. N/A N/A N/A SEI Holdings, Inc. 99.99%
Buenos Aires, Argentina Third Party .01%
LN Alem 712 - Piso 7
(1001) Buenos Aires, Argentina
7. SEI y Asociados de Argentina, S.A. N/A N/A N/A SEI Holdings, Inc. 80%
Buenos Aires, Argentina Asociados de
LN Alem 712 - Piso 7 Electricidad, S.A. 14%
(1001) Buenos Aires, Argentina Third Party 6%
8. Hidroelectrica Alicura, S.A. Note N/A N/A SEI y Asociados de 59%
Buenos Aires, Argentina (2) Argentina, S.A.
LN Alem 712 - Piso 7 Third Party 41%
(1001) Buenos Aires, Argentina
9. SEI Holdings III, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
</TABLE>
33
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
- -----------------------------------------------------------
PART I (a)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
COMPANY, LOCATION AND ADDRESS GENERATION, TRANSMISSION, OWNERSHIP % OWNED
DISTRIBUTION
GEN TRAN DIST
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
10. SEI Chile, S.A. N/A N/A N/A SEI Holdings III, Inc. 74.34%
Apoquindo 3721 Southern Electric
Oficina 114 Bahamas Holdings, Ltd.
Edificic "Torre Las Condes" SEI Holdings, Inc. 25.56%
Las Condes, Chile 0.1%
11. Inversiones SEI Chile Limitada N/A N/A N/A SEI Chile, S.A. 99%
Apoquindo 3721 SEI Holdings, Inc. 1%
Oficina 114
Edificic "Torre Las Condes"
Las Condes, Chile
12. Electrica SEI Chile Limitada N/A N/A N/A SEI Chile, S.A. 99%
Apoquindo 3721 SEI Holdings III, Inc. 1%
Oficina 114
Edificic "Torre Las Condes"
Las Condes, Chile
13. Empresa Electrica del Norte Grande, S.A. Note Note N/A Inversiones SEI Chile
Antofagasta, Chile (3) (3) Ltda 26.63%
Avenida Grecia 750 Electrica SEI Chile
Casilla 1290 Ltda 38.35%
Antofagasta, Chile Third Party 35.02%
14. Energia de Nuevo Leon, SA de CV N/A N/A N/A SOUTHERN 33.33%
Atlanta, GA Third Party 66.67%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
15. SEI Holdings IV, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
16. Tesro Holding, B.V. N/A N/A N/A SEI Holdings IV, Inc. 100%
Amsterdam, The Netherlands
Hoekenrode 6-8
1102 BR Amsterdam,
The Netherlands
17. SEI Bahamas Argentina II, Inc. N/A N/A N/A SEI Holdings IV, Inc. 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
</TABLE>
34
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
- -----------------------------------------------------------
PART I (a)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
COMPANY, LOCATION AND ADDRESS GENERATION, TRANSMISSION, OWNERSHIP % OWNED
DISTRIBUTION
GEN TRAN DIST
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
18. Southern Electric, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
19. SEI Bahamas Argentina I, Inc. N/A N/A N/A Southern Electric, Inc. 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
20. SEI Inversora, S.A. N/A N/A N/A SEI Bahamas Argentina
Atlanta, GA I, Inc.
900 Ashwood Parkway, Suite 500 Third Party 65%
Atlanta, GA 30338 35%
21. SEI Holdings VIII, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
22. SEI Beteilligungs GmbH N/A N/A N/A SEI Holdings VIII, Inc. 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
23. SEI Holdings IX, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
24. The Power Generation Company of Note N/A N/A SEI Holdings IX, Inc. 39%
Trinidad & Tobago, Ltd. (4)
6A Queens Park West
Port of Spain, Trinidad, West Indies
25. SEI Holdings X, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
26. Southern Electric Brasil Participacoes, N/A N/A N/A SEI Holdings X, Inc. 99%
Limitada SEI Holdings XI, Inc. 1%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
27. SEI Holdings XI, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
</TABLE>
35
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
- -----------------------------------------------------------
PART I (a)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
COMPANY, LOCATION AND ADDRESS GENERATION, TRANSMISSION, OWNERSHIP % OWNED
DISTRIBUTION
GEN TRAN DIST
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
28. Southern Electric Wholesale Generators, Inc. N/A N/A N/A SOUTHERN 100%
Atlanta, GA
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
29. Birchwood Development Corp. N/A N/A N/A Southern Electric
Atlanta, GA Wholesale Generators,
900 Ashwood Parkway, Suite 500 Inc. 100%
Atlanta, GA 30338
30. SEI Birchwood, Inc. N/A N/A N/A Southern Electric
Atlanta, GA Wholesale Generators,
900 Ashwood Parkway, Suite 500 Inc. 100%
Atlanta, GA 30338
31. Birchwood Power Partners, L.P. Note N/A N/A SEI Birchwood, Inc. 50%
Atlanta, GA (5) Third Party 50%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
32. SEI Hawaiian Cogenerators, Inc. N/A N/A N/A Southern Electric
Atlanta, GA Wholesale Generators,
900 Ashwood Parkway, Suite 500 Inc. 100%
Atlanta, GA 30338
33. Kalaeloa Partners, L.P. Note N/A N/A SEI Hawaiian
Kapolei, HI (6) Cogenerators, Inc. 33.33%
91-111C Kalaeloa Boulevard
Kapolei, HI 96707
Note (1) The Freeport generating facility consists of three oil-fired steam
and two distillate-fired gas turbines aggregating 113 MW. The 72 kilometers of
69 kV transmission lines and 1,015 kilometers of 12.5 kV distribution
lines serve approximately 14,000 customers on the Grand Bahama Island.
Note (2) The Alicura hydroelectric generating facility consists of four 250
MW turbines. Hidroelectrica Alicura operates the facility and sells
electricity under a thirty-year concession agreement with the Argentine
Government. There are no transmission or distribution facilities owned
by the company, other than those located at the generating unit site.
Note (3) The Edelnor generating facilities are comprised of 22 diesel units
aggregating 64 MW, two hydroelectric units aggregating 10 MW, and one
22 MW gas turbine. The transmission facilities consist of approximately
920 kilometers of transmission lines of 220 kV, 66 kV, and 23 kV. There
are no distribution facilities owned by the company.
Note (4) The Trinidad and Tobago generating facilities are comprised of 21
gas-fired units aggregating 1,178 MW. There are no transmission or
distribution facilities owned by the company
</TABLE>
36
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES.
- -----------------------------------------------------------
PART I (a)
Note (5) The Birchwood generating facility is under construction and
scheduled for completion in 1996. The facility will consist of a 220 MW
coal-fired facility located in King George County, Virginia.
Note (6) The Kalaeloa generating facility consists of two oil-fired turbines
and a steam turbine generator aggregating 180 MW. There are no
transmission or distribution facilities owned by the partnership, other
than those located at the generating unit site.
PART I(b); PART I(c) and PART I(d) are being filed pursuant to Rule 104.
PART II
Exhibits H and I submitted with this filing, are being incorporated by
reference.
PART III is being filed pursuant to Rule 104.
37
<PAGE>
ITEM 10 - FINANCIAL STATEMENTS AND EXHIBITS.
- -------------------------------------------
SOUTHERN AND SUBSIDIARY COMPANIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1
FINANCIAL STATEMENTS:
Consolidating Statement of Income for the Year Ended
December 31, 1994 A-2
Consolidating Statement of Cash Flows for the Year Ended
December 31, 1994 A-4 Consolidating Balance Sheet at December 31, 1994
A-6 Consolidating Statement of Capitalization at December 31, 1994 A-10
Consolidating Statement of Retained Earnings for the Year Ended
December 31, 1994 A-15
Consolidating Statement of Paid-in Capital for the Year
Ended December 31, 1994 A-16
Notes to Financial Statements at December 31, 1994 A-17
OTHER FINANCIAL STATEMENTS:
ALABAMA consolidated with COLUMBIA A-18
Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-23
GEORGIA consolidated with PIEDMONT and GEORGIA CAPITAL A-26
PIEDMONT (Consolidated in Parent, GEORGIA) A-31
GEORGIA CAPITAL (Consolidated in Parent, GEORGIA) A-34
EXHIBITS A-37
SCHEDULES:
Schedules supporting financial statements of ALABAMA, GEORGIA, GULF,
MISSISSIPPI, SAVANNAH and SEGCO are incorporated by reference to those
companies' annual reports on Federal Energy Regulatory Commission Form 1 for the
year ended December 31, 1994, as filed with the Federal Energy Regulatory
Commission.
</TABLE>
A
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Southern Company:
We have audited the consolidated balance sheet and
consolidated statement of capitalization of THE SOUTHERN COMPANY (a
Delaware corporation) and its subsidiaries as of December 31, 1994, and
the related consolidated statement of income, retained earnings,
paid-in capital, and cash flows for the year then ended (included in
the 1994 annual report to the stockholders and incorporated by
reference in this Form U5S as Exhibit A-1). These financial statements
are the responsibility of the company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of The
Southern Company and its subsidiaries as of December 31, 1994, and the
results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles.
As explained in Notes 2 and 9 to the financial statements
included in The Southern Company's 1994 annual report to the
stockholders, effective January 1, 1993, The Southern Company changed
its methods of accounting for postretirement benefits other than
pensions and for income taxes.
As more fully discussed in Note 4 to the financial statements
included in The Southern Company's 1994 annual report to the
stockholders, an uncertainty exists with respect to the actions of the
regulators regarding recoverability of the investment in the Rocky
Mountain pumped storage hydroelectric project. The outcome of this
uncertainty cannot be determined until a regulatory review is
completed. Accordingly, no provision for any write-down of the costs
associated with the Rocky Mountain project resulting from the potential
actions of the Georgia Public Service Commission has been made in the
financial statements included in The Southern Company's 1994 annual
report to the stockholders.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 15, 1995
A-1
<PAGE>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
Intercompany
Eliminations
and Transfers
OPERATING REVENUES: Consolidated Add (Deduct) 1 SOUTHERN
<S> <C> <C> <C>
Subsidiary operating companies--
Revenues $ 8,297,387 $ 162,847 $ -
Sales to affiliates - (407,964) -
SOUTHERN, equity in earnings of subsidiary companies - (1,012,499) 1,012,499
- ---------------------------------------------------------------------------------------------------------------------------------
Total operating revenues 8,297,387 (1,257,616) 1,012,499
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 2,058,052 14,639 -
Purchased power from non-affiliates 276,519 56,920 -
Purchased power from affiliates - (409,135) -
Other 1,505,173 17,384 28,788
Maintenance 660,273 1,210 -
Depreciation & amortization 821,500 31,466 -
Amortization of deferred Plant Vogtle expenses, net 74,888 - -
Taxes other than income taxes 474,768 1,056 166
Federal and state income taxes 711,063 4,714 (4,152)
- ---------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 6,582,236 (281,746) 24,802
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 1,715,151 (975,870) 987,697
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 11,455 - -
Interest income 31,542 5,241 3,879
Other, net (47,928) 7,492 2,531
Income taxes - other income 25,752 (10,394) -
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 1,735,972 (973,531) 994,107
- ---------------------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES:
Interest on long-term debt 567,120 18,677 -
Allowance for debt funds used during construction (18,123) - -
Interest on interim obligations 33,401 2,199 4,578
Amortization of debt discount, premium, & expense, net 29,911 617 -
Other interest charges 46,945 171 200
- ---------------------------------------------------------------------------------------------------------------------------------
Net interest charges 659,254 21,664 4,778
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME 1,076,718 (995,195) 989,329
Preferred dividends of subsidiary companies 87,389 - -
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 989,329 $ (995,195) $ $ 989,329
=================================================================================================================================
AVERAGE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING (in thousands) 649,927
EARNINGS PER SHARE OF COMMON STOCK $1.52
CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $1.18
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
</TABLE>
(Continued on following page.)
A-2A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
<S> <C> <C> <C>
OPERATING REVENUES: ALABAMA GEORGIA GULF
Subsidiary operating companies--
Revenues $ 2,770,380 $ 4,101,504 $ 561,460
Sales to affiliates 164,762 60,899 17,353
SOUTHERN, equity in earnings of subsidiary companies - - -
- ---------------------------------------------------------------------------------------------------------------------
Total operating revenues 2,935,142 4,162,403 578,813
- ---------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 801,948 870,653 161,168
Purchased power from non-affiliates 15,158 193,130 6,761
Purchased power from affiliates 100,888 158,063 25,819
Other 458,917 725,613 113,879
Maintenance 262,102 272,818 46,700
Depreciation & amortization 292,420 379,158 56,615
Amortization of deferred Plant Vogtle expenses, net - 74,888 -
Taxes other than income taxes 183,425 194,566 41,701
Federal and state income taxes 224,280 399,413 33,957
- ---------------------------------------------------------------------------------------------------------------------
Total operating expenses 2,339,138 3,268,302 486,600
- ---------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 596,004 894,101 92,213
- ---------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 3,239 5,663 450
Interest income 16,944 3,254 1,429
Other, net (40,481) 14,214 (780)
Income taxes - other income 16,834 7,975 95
- ---------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 592,540 925,207 93,407
- ---------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES:
Interest on long-term debt 178,045 306,473 27,124
Allowance for debt funds used during construction (3,548) (11,571) (656)
Interest on interim obligations 5,939 17,529 1,509
Amortization of debt discount, premium, & expense, net 9,623 15,743 1,834
Other interest charges 19,908 23,483 2,442
- ---------------------------------------------------------------------------------------------------------------------
Net interest charges 209,967 351,657 32,253
- ---------------------------------------------------------------------------------------------------------------------
NET INCOME 382,573 573,550 61,154
Preferred dividends of subsidiary companies 26,235 48,006 5,925
- ---------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 356,338 $ 525,544 $ 55,229
=====================================================================================================================
</TABLE>
(Continued on following page.)
A-2B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
<S> <C> <C> <C>
OPERATING REVENUES: MISSISSIPPI SAVANNAH SEGCO
Subsidiary operating companies--
Revenues $ 489,624 $ 205,339 $ 2,437
Sales to affiliates 9,538 6,446 148,966
SOUTHERN, equity in earnings of subsidiary companies - - -
- ---------------------------------------------------------------------------------------------------------------------------
Total operating revenues 499,162 211,785 151,403
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 102,216 18,555 88,873
Purchased power from non-affiliates 2,711 1,839 -
Purchased power from affiliates 68,543 55,822 -
Other 97,988 41,623 18,261
Maintenance 45,785 12,560 19,098
Depreciation & amortization 35,716 17,854 7,803
Amortization of deferred Plant Vogtle expenses, net - - -
Taxes other than income taxes 41,742 11,074 1,038
Federal and state income taxes 31,386 16,289 5,037
- ---------------------------------------------------------------------------------------------------------------------------
Total operating expenses 426,087 175,616 140,110
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 73,075 36,169 11,293
- ---------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 1,099 831 173
Interest income 87 54 8
Other, net 2,033 (1,032) 89
Income taxes - other income (227) 864 (130)
- ---------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 76,067 36,886 11,433
- ---------------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES:
Interest on long-term debt 19,725 12,585 4,276
Allowance for debt funds used during construction (1,039) (1,225) (84)
Interest on interim obligations 1,442 205 -
Amortization of debt discount, premium, & expense, net 1,479 550 65
Other interest charges 404 337 -
- ---------------------------------------------------------------------------------------------------------------------------
Net interest charges 22,011 12,452 4,257
- ---------------------------------------------------------------------------------------------------------------------------
NET INCOME 54,056 24,434 7,176
Preferred dividends of subsidiary companies 4,899 2,324 -
- ---------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 49,157 $ 22,110 $ 7,176
===========================================================================================================================
</TABLE>
(Continued on following page.)
A-2C
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
<S> <C> <C> <C>
OPERATING REVENUES: SEI MESCO SDIG
Subsidiary operating companies--
Revenues $ - $ 3,796 $ -
Sales to affiliates - - -
SOUTHERN, equity in earnings of subsidiary companies - - -
- ---------------------------------------------------------------------------------------------
Total operating revenues - 3,796 -
- ---------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel - - -
Purchased power from non-affiliates - - -
Purchased power from affiliates - - -
Other - 2,720 -
Maintenance - - -
Depreciation & amortization - 468 -
Amortization of deferred Plant Vogtle expenses, net - - -
Taxes other than income taxes - - -
Federal and state income taxes - 139 -
- ---------------------------------------------------------------------------------------------
Total operating expenses - 3,327 -
- ---------------------------------------------------------------------------------------------
OPERATING INCOME - 469 -
- ---------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction - - -
Interest income 589 4 53
Other, net (2,372) - 378
Income taxes - other income 10,936 - (201)
- ---------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES (20,847) 473 230
- ---------------------------------------------------------------------------------------------
INTEREST CHARGES:
Interest on long-term debt - 215 -
Allowance for debt funds used during construction - - -
Interest on interim obligations - - -
Amortization of debt discount, premium, & expense, net - - -
Other interest charges - - -
- ---------------------------------------------------------------------------------------------
Net interest charges - 215 -
- ---------------------------------------------------------------------------------------------
NET INCOME (20,847) 258 230
Preferred dividends of subsidiary companies - - -
- ---------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES $(20,847) $ 258 $ 230
=============================================================================================
A-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $ 989,329 $ (995,195) $ 989,329 $ 356,338 $ 525,544
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 1,049,517 22,101 - 359,791 484,032
Deferred income taxes and investment tax
credits (3,773) (1,144) - (32,613) 33,567
Allowance for equity funds used during
construction (11,455) - - (3,239) (5,663)
Deferred Plant Vogtle costs 74,888 - - - 74,888
Other, net (7,334) 156,548 (201,387) 29,460 (25,856)
Changes in current assets and liabilities --
Receivables, net 114,285 291,643 (258,188) 19,390 67,218
Prepayments 1,705 5,501 (4,150) (18,643) 23,093
Fossil fuel stock (109,489) (778) - (31,074) (57,632)
Materials & supplies (17,869) (75) - (7,872) (5,913)
Accounts payable 80,724 12,808 4,417 (21,240) 5,409
Other (49,545) (86,657) 259 28,171 (28,768)
- ---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,110,983 (595,248) 530,280 678,469 1,089,919
- ---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (1,535,630) (4,419) - (536,785) (638,426)
Sales of property 171,100 38,456 - - 132,644
Southern Electric's investments (405,084) 85,411 (225,495) - -
Other (86,919) 2,895 25 (26,632) (41,273)
- ---------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (1,856,533) 122,343 (225,470) (563,417) (547,055)
- ---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock 279,226 (2) 279,226 - -
Preferred securities of subsidiary 100,000 - - - 100,000
Preferred stock - - - - -
First mortgage bonds 185,000 - - 150,000 -
Other long-term debt 1,188,096 94,248 - 208,720 527,210
Capital contributions (129,276) - - -
Redemptions --
Preferred stock (1,000) - - - -
First mortgage bonds (240,495) - - (20,387) (133,559)
Other long-term debt (1,038,889) (120,348) - (305,380) (520,507)
Interim obligations, net 36,776 (140,478) 83,300 139,882 (57,425)
Payment of common stock dividends (766,757) 803,448 (766,757) (268,000) (429,300)
Miscellaneous (35,444) 462 (899) (8,444) (22,640)
- ---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES (293,487) 508,054 (405,130) (103,609) (536,221)
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (39,037) 35,149 (100,320) 11,443 6,643
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 178,346 50,276 101,264 3,233 5,896
- ---------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 139,309 $ 85,425 $ 944 $ 14,676 $ 12,539
===========================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 618,462 $ 20,561 $ 4,537 $ 183,445 $ 336,155
Income taxes 716,092 1,225 - 231,831 386,653
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
(Continued on following page.)
</TABLE>
A-4A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
GULF MISSISSIPPI SAVANNAH SEGCO SCS
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $ 55,229 $ 49,157 $ 22,110 $ 7,176 $ -
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 86,098 47,827 19,353 8,403 18,483
Deferred income taxes and investment tax
credits (6,986) 1,563 1,625 148 -
Allowance for equity funds used during
construction (450) (1,099) (831) (173) -
Deferred Plant Vogtle costs - - - - -
Other, net 4,898 5,230 1,021 205 25,035
Changes in current assets and liabilities --
Receivables, net 3,540 3,066 18,481 7,974 (15,542)
Prepayments (2,194) (1,125) (693) (894) 1,725
Fossil fuel stock (15,034) (5,700) 862 - -
Materials & supplies 1,133 (4,156) 282 - 848
Accounts payable (10,159) (8,754) (19,957) 1,028 (12,328)
Other 2,804 4,459 576 730 9,482
- ---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 118,879 90,468 42,829 24,597 27,703
- ---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (78,869) (104,014) (30,078) (6,437) (22,340)
Sales of property - - - - -
Southern Electric's investments - - - - -
Other (3,493) (14,087) (841) (400) (86)
- ---------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (82,362) (118,101) (30,919) (6,837) (22,426)
- ---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock - - - - -
Preferred securities of subsidiary - - - - -
Preferred stock - - - - -
First mortgage bonds - 35,000 - - -
Other long-term debt 74,108 85,310 8,500 - -
Capital contributions 98 25,000 - - 2
Redemptions --
Preferred stock (1,000) - - - -
First mortgage bonds (48,856) (32,628) (5,065) - -
Other long-term debt (66,340) (9,309) (823) (6,050) (10,132)
Interim obligations, net 47,447 (40,000) (500) - 4,550
Payment of common stock dividends (44,000) (34,100) (16,300) (11,748) -
Miscellaneous (2,648) (1,201) (74) - -
- ---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES (41,191) 28,072 (14,262) (17,798) (5,580)
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (4,674) 439 (2,352) (38) (303)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,576 878 3,915 43 402
- ---------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 902 $ 1,317 $ 1,563 $ 5 $ 99
===========================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 30,139 $ 19,196 $ 11,579 $ 4,065 $ 8,559
Income taxes 43,089 31,115 14,441 5,266 -
(Continued on following page.)
</TABLE>
A-4B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
NUCLEAR SEI MESCO
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $ - $ (20,847) $ 258
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 1,592 1,360 468
Deferred income taxes and investment tax
credits - (2,219) 2,282
Allowance for equity funds used during
construction - - -
Deferred Plant Vogtle costs - - -
Other, net 8,318 (1,711) 149
Changes in current assets and liabilities --
Receivables, net (7,865) (7,815) (7,777)
Prepayments 379 (186) (1,102)
Fossil fuel stock - - (133)
Materials & supplies - - (2,116)
Accounts payable (3,377) (610) 15,273
Other 316 22,842 (6,129)
- ----------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES (637) (9,186) 1,173
- ----------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (1,459) (2,647) -
Sales of property - - -
Southern Electric's investments - - (265,000)
Other 4 - -
- ----------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (1,455) (2,647) (265,000)
- ----------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock - - 1
Preferred securities of subsidiary - - -
Preferred stock - - -
First mortgage bonds - - -
Other long-term debt - - 190,000
Capital contributions 8 25,100 74,999
Redemptions --
Preferred stock - - -
First mortgage bonds - - -
Other long-term debt - - -
Interim obligations, net - - -
Payment of common stock dividends - - -
Miscellaneous - - -
- ----------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 8 25,100 265,000
- ----------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (2,084) 13,267 1,173
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,358 268 -
- ----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,274 $ 13,535 $ 1,173
==============================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 226 $ - $ -
Income taxes 2,472 - -
(Continued on following page.)
</TABLE>
A-4C
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
SDIG COMMUNICATIONS SERC
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred
stock of subsidiary companies $ 230 $ - $ -
Adjustments to reconcile consolidated net income
to net cash provided by operating activities --
Depreciation and amortization 9 - -
Deferred income taxes and investment tax
credits 4 - -
Allowance for equity funds used during
construction - - -
Deferred Plant Vogtle costs - - -
Other, net 883 (10,127) -
Changes in current assets and liabilities --
Receivables, net 119 - 41
Prepayments 1 (7) -
Fossil fuel stock - - -
Materials & supplies - - -
Accounts payable 92 118,119 3
Other (21) 2,391 -
- ----------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,317 110,376 44
- ----------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions - (110,156) -
Sales of property - - -
Southern Electric's investments - - -
Other 9 (3,040) -
- ----------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES 9 (113,196) -
- ----------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock - 1 -
Preferred securities of subsidiary - - -
Preferred stock - - -
First mortgage bonds - - -
Other long-term debt - - -
Capital contributions (1) 4,070 -
Redemptions --
Preferred stock - - -
First mortgage bonds - - -
Other long-term debt - - -
Interim obligations, net - - -
Payment of common stock dividends - - -
Miscellaneous - - -
- ----------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES (1) 4,071 -
- ----------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 1,325 1,251 44
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,233 - 4
- ----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,558 $ 1,251 $ 48
==============================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ - $ - $ -
Income taxes - - -
(Continued on following page.)
</TABLE>
A-5
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
ASSETS Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Plant in service $ 29,208,380 $ 440,796 $ - $ 10,052,772 $ 14,054,917
Less accumulated provision for depreciation 9,576,577 229,352 - 3,598,604 4,054,986
- --------------------------------------------------------------------------------------------------------------------------------
19,631,803 211,444 - 6,454,168 9,999,931
Nuclear fuel, at amortized cost 238,055 - - 101,630 136,425
Construction work in progress 1,247,427 170,329 - 317,779 541,889
- --------------------------------------------------------------------------------------------------------------------------------
Total 21,117,285 381,773 - 6,873,577 10,678,245
- -------------------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - (8,223,951) 8,169,981 26,985 26,985
Argentine operating concession, being amortized 445,834 445,834 - - -
Nuclear decommissioning trusts 125,311 - - 71,014 54,297
Miscellaneous 223,504 82,911 8,699 16,970 89,542
- --------------------------------------------------------------------------------------------------------------------------------
Total 794,649 (7,695,206) 8,178,680 114,969 170,824
- --------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 139,309 85,425 944 14,676 12,539
Receivables--
Customer accounts receivable 827,523 20,286 - 308,561 377,570
Affiliated companies - (577,983) 320,664 29,253 14,443
Other accounts and notes receivable 239,534 71,242 1,329 22,597 104,989
Accumulated provision for uncollectible accounts (9,129) (80) - (2,297) (4,500)
Refundable federal income tax - (18,155) - 16,011 -
Fossil fuel stock, at average cost 354,129 5,061 - 119,555 169,252
Materials and supplies, at average cost 552,809 1,454 - 184,600 293,464
Prepayments 193,983 (9,198) 6,777 103,550 55,383
Vacation pay deferred 70,025 - - 20,442 40,823
- --------------------------------------------------------------------------------------------------------------------------------
Total 2,368,183 (421,948) 329,714 816,948 1,063,963
- --------------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes 1,454,190 (7,799) - 451,886 919,750
Deferred Plant Vogtle costs 432,092 - - - 432,092
Debt expense, being amortized 48,010 4,361 - 7,370 26,223
Premium on reacquired debt, being amortized 297,887 - - 101,851 164,676
Deferred fuel charges 47,169 - - - -
Nuclear decontamination and decommissioning fund 78,890 - - 42,996 35,894
Miscellaneous 404,532 60,479 582 49,620 220,991
- --------------------------------------------------------------------------------------------------------------------------------
Total 2,762,770 57,041 582 653,723 1,799,626
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 27,042,887 $ (7,678,340) $ 8,508,976 $ 8,459,217 $ 13,712,658
================================================================================================================================
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
(Continued on following page.)
</TABLE>
A-6A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
ASSETS GULF MISSISSIPPI SAVANNAH SEGCO SCS
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Plant in service $ 1,656,367 $ 1,385,032 $ 693,432 $ 303,965 $ 255,116
Less accumulated provision for depreciation 622,911 477,098 267,590 181,120 136,138
--------------------------------------------------------------------------------------------------------------------------------
1,033,456 907,934 425,842 122,845 118,978
Nuclear fuel, at amortized cost - - - - -
Construction work in progress 24,288 44,838 5,930 6,293 15,798
--------------------------------------------------------------------------------------------------------------------------------
Total 1,057,744 952,772 431,772 129,138 134,776
- --------------------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - - - - -
Argentine operating concession, being amortized - - - - -
Nuclear decommissioning trusts - - - - -
Miscellaneous 7,997 3,353 1,790 51 2,880
--------------------------------------------------------------------------------------------------------------------------------
Total 7,997 3,353 1,790 51 2,880
- --------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 902 1,317 1,563 5 99
Receivables--
Customer accounts receivable 65,160 28,933 20,694 - -
Affiliated companies 1,079 6,058 177 34,010 81,132
Other accounts and notes receivable 2,268 6,599 216 - 29,404
Accumulated provision for uncollectible accounts (600) (670) (866) - -
Refundable federal income tax - - - - -
Fossil fuel stock, at average cost 35,686 16,885 7,557 - -
Materials and supplies, at average cost 35,257 25,301 9,076 - 1,541
Prepayments 4,354 11,189 7,446 1,071 2,334
Vacation pay deferred 4,172 4,588 - - -
- --------------------------------------------------------------------------------------------------------------------------------
Total 148,278 100,200 45,863 35,086 114,510
- --------------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes 30,433 25,036 23,521 3,564 -
Deferred Plant Vogtle costs - - - - -
Debt expense, being amortized 3,625 1,358 3,092 156 3
Premium on reacquired debt, being amortized 18,494 9,571 3,295 - -
Deferred fuel charges 38,169 9,000 - - -
Nuclear decontamination and decommissioning fund - - - - -
Miscellaneous 10,802 22,421 8,972 1,225 895
Total 101,523 67,386 38,880 4,945 898
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 1,315,542 $ 1,123,711 $ 518,305 $ 169,220 $ 253,064
================================================================================================================================
(Continued on following page.)
</TABLE>
A-6B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
ASSETS NUCLEAR SEI MESCO
<S> <C> <C> <C>
UTILITY PLANT:
Plant in service $ 13,554 $ - $ 352,428
Less accumulated provision for depreciation 8,316 - 462
- --------------------------------------------------------------------------------------------------
5,238 - 351,966
Nuclear fuel, at amortized cost - - -
Construction work in progress - - -
- --------------------------------------------------------------------------------------------------
Total 5,238 - 351,966
- --------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - - -
Argentine operating concession, being amortized - - -
Nuclear decommissioning trusts - - -
Miscellaneous 1,891 4,273 -
- --------------------------------------------------------------------------------------------------
Total 1,891 4,273 -
- --------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 3,274 13,535 1,173
Receivables--
Customer accounts receivable - 2,523 3,796
Affiliated companies 65,976 23,780 1,403
Other accounts and notes receivable 28 416 434
Accumulated provision for uncollectible accounts - (116) -
Refundable federal income tax - - 2,144
Fossil fuel stock, at average cost - - 133
Materials and supplies, at average cost - - 2,116
Prepayments 3,975 5,993 1,102
Vacation pay deferred - - -
- --------------------------------------------------------------------------------------------------
Total 73,253 46,131 12,301
- --------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes - 7,799 -
Deferred Plant Vogtle costs - - -
Debt expense, being amortized - - 1,822
Premium on reacquired debt, being amortized - - -
Deferred fuel charges - - -
Nuclear decontamination and decommissioning fund - - -
Miscellaneous 19,679 3,325 5,354
Total 19,679 11,124 7,176
- --------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 100,061 $ 61,528 $ 371,443
==================================================================================================
(Continued on following page.)
</TABLE>
A-7A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
ASSETS SDIG COMMUNICATION SERC
<S> <C> <C> <C>
UTILITY PLANT:
Plant in service $ - $ - $ 1
Less accumulated provision for depreciation - - -
- --------------------------------------------------------------------------------------------------
- - 1
Nuclear fuel, at amortized cost - - -
Construction work in progress - 120,283 -
- --------------------------------------------------------------------------------------------------
Total - 120,283 1
- --------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - - -
Argentine operating concession, being amortized - - -
Nuclear decommissioning trusts - - -
Miscellaneous 107 3,040 -
- --------------------------------------------------------------------------------------------------
Total 107 3,040 -
- --------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 2,558 1,251 48
Receivables--
Customer accounts receivable - - -
Affiliated companies 8 - -
Other accounts and notes receivable 12 - -
Accumulated provision for uncollectible accounts - - -
Refundable federal income tax - - -
Fossil fuel stock, at average cost - - -
Materials and supplies, at average cost - - -
Prepayments - 7 -
Vacation pay deferred - - -
- --------------------------------------------------------------------------------------------------
Total 2,578 1,258 48
- --------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes - - -
Deferred Plant Vogtle costs - - -
Debt expense, being amortized - - -
Premium on reacquired debt, being amortized - - -
Deferred fuel charges - - -
Nuclear decontamination and decommissioning fund - - -
Miscellaneous 187 - -
Total 187 - -
- --------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 2,872 $ 124,581 $ 49
==================================================================================================
(Continued on following page.)
</TABLE>
A-7B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
Intercompany
Eliminations
and Transfers
CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA
<S> <C> <C> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 8,186,249 $ (7,855,879) $ 8,186,247 $ 2,614,405 $ 4,141,554
Preferred stock 1,332,203 - - 440,400 692,787
Preferred securities of subsidiary 100,000 - - - 100,000
Long-term debt 7,592,826 129,061 - 2,455,013 3,757,823
- ------------------------------------------------------------------------------------------------------------------------------------
Total 17,211,278 (7,726,818) 8,186,247 5,509,818 8,692,164
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year 1,000 - - - -
Long-term debt due within one year 228,925 3,064 - 796 167,420
Notes payable 575,200 (15,050) 305,000 - 202,200
Commercial paper 402,484 - - 179,882 222,602
Accounts payable--
Affiliated companies - (205,358) 6,827 60,299 41,760
Other 806,459 30,970 3,753 258,692 313,307
Customer deposits 101,575 3,294 - 30,245 47,017
Taxes accrued--
Federal and state income 243 (19,849) - 6,848 2,856
Other 152,979 6,632 9 15,589 90,163
Interest accrued 190,094 4,593 1,431 52,516 110,256
Vacation pay accrued 87,431 917 - 20,442 39,720
Miscellaneous 232,325 113 - 57,047 70,006
- ------------------------------------------------------------------------------------------------------------------------------------
Total 2,778,715 (190,674) 317,020 682,356 1,307,307
- ------------------------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 4,007,427 (20,770) - 1,181,342 2,477,661
Deferred credits related to income taxes 986,933 - - 405,256 433,334
Accumulated deferred investment tax credits 857,387 - - 317,018 453,121
Disallowed Plant Vogtle capacity buyback costs 60,490 - - - 60,490
Prepaid capacity revenues, net 138,421 - - 138,421 -
Nuclear decontamination and decommissioning fund 92,402 - - 39,413 52,989
Miscellaneous 909,834 259,922 5,709 185,593 235,592
Total 7,052,894 239,152 5,709 2,267,043 3,713,187
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $ 27,042,887 $ (7,678,340) $ 8,508,976 $ 8,459,217 $ 13,712,658
====================================================================================================================================
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
</TABLE>
(Continued on following page.)
A-8A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
CAPITALIZATION AND LIABILITIES GULF MISSISSIPPI SAVANNAH SEGCO SCS
<S> <C> <C> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 425,472 $ 361,753 $ 161,581 $ 53,970 $ 783
Preferred stock 89,602 74,414 35,000 - -
Preferred securities of subsidiary - - - - -
Long-term debt 356,393 306,522 155,922 78,044 74,048
- ------------------------------------------------------------------------------------------------------------------------------------
Total 871,467 742,689 352,503 132,014 74,831
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year 1,000 - - - -
Long-term debt due within one year 13,439 41,199 2,579 - 428
Notes payable 53,500 - 2,500 - 27,050
Commercial paper - - - - -
Accounts payable--
Affiliated companies 9,132 3,337 5,162 10,831 23,316
Other 14,524 31,144 3,829 1,290 23,894
Customer deposits 13,609 2,712 4,698 - -
Taxes accrued--
Federal and state income 5,990 433 272 3,313 -
Other 7,475 31,224 861 327 346
Interest accrued 6,106 4,427 6,830 947 207
Vacation pay accrued 4,172 4,588 1,823 - 11,282
Miscellaneous 11,788 10,025 8,282 84 30,914
- ------------------------------------------------------------------------------------------------------------------------------------
Total 140,735 129,089 36,836 16,792 117,437
- ------------------------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 151,681 129,505 70,786 12,362 -
Deferred credits related to income taxes 71,964 45,832 25,487 5,060 -
Accumulated deferred investment tax credits 38,391 31,228 14,637 2,992 -
Disallowed Plant Vogtle capacity buyback costs - - - - -
Prepaid capacity revenues, net - - - - -
Nuclear decontamination and decommissioning fund - - - - -
Miscellaneous 41,304 45,368 18,056 - 60,796
- ------------------------------------------------------------------------------------------------------------------------------------
Total 303,340 251,933 128,966 20,414 60,796
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $ 1,315,542 $ 1,123,711 $ 518,305 $ 169,220 $ 253,064
====================================================================================================================================
(Continued on following page.)
</TABLE>
A-8B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
SOUTHERN
CAPITALIZATION AND LIABILITIES NUCLEAR SEI MESCO
<S> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 1,540 $ 12,711 $ 75,258
Preferred stock - - -
Preferred securities of subsidiary - - -
Long-term debt 5,000 - 275,000
- ----------------------------------------------------------------------------------------------------
Total 6,540 12,711 350,258
- ----------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year - - -
Long-term debt due within one year - - -
Notes payable - - -
Commercial paper - - -
Accounts payable--
Affiliated companies 17,056 3,723 11,223
Other 6,113 9,328 4,050
Customer deposits - - -
Taxes accrued--
Federal and state income 380 - -
Other 353 - -
Interest accrued 71 - 319
Vacation pay accrued 4,487 - -
Miscellaneous 7,567 35,766 733
- ----------------------------------------------------------------------------------------------------
Total 36,027 48,817 16,325
- ----------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes - - 4,860
Deferred credits related to income taxes - - -
Accumulated deferred investment tax credits - - -
Disallowed Plant Vogtle capacity buyback costs - - -
Prepaid capacity revenues, net - - -
Nuclear decontamination and decommissioning fund - - -
Miscellaneous 57,494 - -
Total 57,494 - 4,860
- ----------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $ 100,061 $ 61,528 $ 371,443
====================================================================================================
(Continued on following page.)
</TABLE>
A-9A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
SOUTHERN
CAPITALIZATION AND LIABILITIES SDIG COMMUNICATIONS SERC
<S> <C> <C> <C>
CAPITALIZATION (see accompanying statements):
Common stock equity $ 2,778 $ 4,071 $ 5
Preferred stock - - -
Preferred securities of subsidiary - - -
Long-term debt - - -
- ----------------------------------------------------------------------------------------------------
Total 2,778 4,071 5
- ----------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year - - -
Long-term debt due within one year - - -
Notes payable - - -
Commercial paper - - -
Accounts payable--
Affiliated companies 1 12,649 42
Other 93 105,470 2
Customer deposits - - -
Taxes accrued--
Federal and state income - - -
Other - - -
Interest accrued - 2,391 -
Vacation pay accrued - - -
Miscellaneous - - -
- ----------------------------------------------------------------------------------------------------
Total 94 120,510 44
- ----------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes - - -
Deferred credits related to income taxes - - -
Accumulated deferred investment tax credits - - -
Disallowed Plant Vogtle capacity buyback costs - - -
Prepaid capacity revenues, net - - -
Nuclear decontamination and decommissioning fund - - -
Miscellaneous - - -
Total - - -
- ----------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $ 2,872 $ 124,581 $ 49
====================================================================================================
(Continued on following page.)
</TABLE>
A-9B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) 1 SOUTHERN ALABAMA
<S> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 656,528,126 shares $ 3,282,643 $ - $ 3,282,643 $ -
Common stock of subsidiaries - (699,753) - 224,358
Paid-in capital 1,711,366 (4,309,730) 1,712,376 1,304,645
Premium on preferred stock 1,012 - - 146
Additional minimum liability for
under-funded pension obligations - 546 - -
Retained earnings 3,191,228 (2,846,942) 3,191,228 1,085,256
- ------------------------------------------------------------------------------------------------------------------------
Total common stock equity 8,186,249 (7,855,879) 8,186,247 2,614,405
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% 199,299 - - 77,400
6.32% to 7.88% 205,404 - - 5,000
$25 par or stated value--
$1.90 to $2.125 295,000 - - -
6.40% to 7.60% 322,500 - - 238,000
Auction rates--at January 1, 1995;
4.59% to 4.64% 70,000 - - 70,000
Adjustable rates--at January 1, 1995;
6.07% to 6.86% 240,000 - - 50,000
- ------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$89,795) 1,332,203 - - 440,400
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT
TO MANDATORY REDEMPTION (See note on page A-14)
$100 par value--
11.36% (annual dividend requirement--$114) 1,000 - - -
Less amount due within one year 1,000 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES:
$25 stated value--
9% (annual distribution requirement--$9,000) 100,000 - -
- ------------------------------------------------------------------------------------------------------------------------
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
(Continued on following page.)
</TABLE>
A-10A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
GEORGIA GULF MISSISSIPPI SAVANNAH
<S> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 656,528,126 shares $ - $ - $ - $ -
Common stock of subsidiaries 344,250 38,060 37,691 54,223
Paid-in capital 2,384,348 218,380 179,362 8,688
Premium on preferred stock 413 81 372 -
Additional minimum liability for
under-funded pension obligations - - - (546)
Retained earnings 1,412,543 168,951 144,328 99,216
- ------------------------------------------------------------------------------------------------------------------------
Total common stock equity 4,141,554 425,472 361,753 161,581
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% 95,787 15,102 11,010 -
6.32% to 7.88% 127,000 10,000 63,404 -
$25 par or stated value--
$1.90 to $2.125 295,000 - - -
6.40% to 7.60% - 49,500 - 35,000
Auction rates--at January 1, 1995;
4.59% to 4.64% - - - -
Adjustable rates--at January 1, 1995;
6.07% to 6.86% 175,000 15,000 - -
- ------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$89,795) 692,787 89,602 74,414 35,000
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT
TO MANDATORY REDEMPTION (See note on page A-14)
$100 par value--
11.36% (annual dividend requirement--$114) - 1,000 - -
Less amount due within one year - 1,000 - -
- ------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES:
$25 stated value--
9% (annual distribution requirement--$9,000) 100,000 - - -
- ------------------------------------------------------------------------------------------------------------------------
(Continued on following page.)
</TABLE>
A-10B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
SEGCO SCS NUCLEAR SEI
<S> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 656,528,126 shares $ - $ - $ - $ -
Common stock of subsidiaries 328 725 10 100
Paid-in capital 32,472 58 1,530 92,926
Premium on preferred stock - - - -
Additional minimum liability for
under-funded pension obligations - - - -
Retained earnings 21,170 - - (80,315)
- ------------------------------------------------------------------------------------------------------------------------
Total common stock equity 53,970 783 1,540 12,711
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% - - - -
6.32% to 7.88% - - - -
$25 par or stated value--
$1.90 to $2.125 - - - -
6.40% to 7.60% - - - -
Auction rates--at January 1, 1995;
4.59% to 4.64% - - - -
Adjustable rates--at January 1, 1995;
6.07% to 6.86% - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$89,795) - - - -
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT
TO MANDATORY REDEMPTION (See note on page A-14)
$100 par value--
11.36% (annual dividend requirement--$114) - - - -
Less amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES:
$25 stated value--
9% (annual distribution requirement--$9,000) - - - -
- ------------------------------------------------------------------------------------------------------------------------
(Continued on following page.)
</TABLE>
A-10C
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
MESCO SDIG COMMUNICATIONS SERC
<S> <C> <C> <C> <C>
COMMON STOCK EQUITY:
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 656,528,126 shares $ - $ - $ - $ -
Common stock of subsidiaries 1 1 1 5
Paid-in capital 74,999 7,242 4,070 -
Premium on preferred stock - - - -
Additional minimum liability for
under-funded pension obligations - - - -
Retained earnings 258 (4,465) - -
- ------------------------------------------------------------------------------------------------------------------------
Total common stock equity 75,258 2,778 4,071 5
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-14):
$100 par or stated value--
4.20% to 5.96% - - - -
6.32% to 7.88% - - - -
$25 par or stated value--
$1.90 to $2.125 - - - -
6.40% to 7.60% - - - -
Auction rates--at January 1, 1995;
4.59% to 4.64% - - - -
Adjustable rates--at January 1, 1995;
6.07% to 6.86% - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$89,795) - - - -
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT
TO MANDATORY REDEMPTION (See note on page A-14)
$100 par value--
11.36% (annual dividend requirement--$114) - - - -
Less amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES:
$25 stated value--
9% (annual distribution requirement--$9,000) - - - -
- ------------------------------------------------------------------------------------------------------------------------
(Continued on following page.)
</TABLE>
A-11
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) 1 SOUTHERN ALABAMA
<S> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
1995 5-1/8% 130,000 - - -
1996 4-1/2% to 4-3/4% 210,000 - - 60,000
1997 5-7/8% 25,000 - - -
1998 5% to 5.55% 230,000 - - 50,000
1999 6-1/8% to 6-3/8% 365,000 - - 170,000
2000 through 2004 6% to 7% 1,250,000 - - 500,000
2005 through 2009 6-7/8% to 9% 227,680 - - 175,000
2015 through 2019 9.23% to 9-1/4% 65,107 - - -
2020 through 2024 7.30% to 9-3/8% 1,921,628 - - 1,044,856
2032 Variable rates 200,000 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total first mortgage bonds 4,624,415 - - 1,999,856
Other long-term debt 3,260,601 129,910 - 485,894
Unamortized debt premium (discount), net (63,265) - - (29,941)
------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$569,763) 7,821,751 129,910 - 2,455,809
Less amount due within one year 228,925 3,064 - 796
- ------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 7,592,826 126,846 - 2,455,013
- ------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $ 17,211,278 $ (7,729,033) $ 8,186,247 $ 5,509,818
========================================================================================================================
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
The notes to the financial statements (herein incorporated as part of exhibit
numbers A-1 through A-6 inclusive) are an integral part of this statement.
(Continued on following page.)
</TABLE>
A-12A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
GEORGIA GULF MISSISSIPPI SAVANNAH
<S> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
1995 5-1/8% 130,000 - - -
1996 4-1/2% to 4-3/4% 150,000 - - -
1997 5-7/8% - 25,000 - -
1998 5% to 5.55% 100,000 45,000 35,000 -
1999 6-1/8% to 6-3/8% 195,000 - - -
2000 through 2004 6% to 7% 625,000 30,000 75,000 20,000
2005 through 2009 6-7/8% to 9% 50,000 2,680 - -
2015 through 2019 9.23% to 9-1/4% 36,157 - - 28,950
2020 through 2024 7.30% to 9-3/8% 660,000 50,000 82,072 84,700
2032 Variable rates 200,000 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total first mortgage bonds 2,146,157 152,680 192,072 133,650
Other long-term debt 1,802,826 220,143 158,844 27,943
Unamortized debt premium (discount), net (23,740) (2,991) (3,195) (3,092)
------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$569,763) 3,925,243 369,832 347,721 158,501
Less amount due within one year 167,420 13,439 41,199 2,579
------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 3,757,823 356,393 306,522 155,922
- ------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $ 8,692,164 $ 871,467 $ 742,689 $ 352,503
========================================================================================================================
The notes to the financial statements (herein incorporated as part of exhibit
numbers A-1 through A-6 inclusive) are an integral part of this statement.
(Continued on following page.)
</TABLE>
A-12B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
SOUTHERN
SEGCO SCS NUCLEAR SEI
<S> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
1995 5-1/8% - - - -
1996 4-1/2% to 4-3/4% - - - -
1997 5-7/8% - - - -
1998 5% to 5.55% - - - -
1999 6-1/8% to 6-3/8% - - - -
2000 through 2004 6% to 7% - - - -
2005 through 2009 6-7/8% to 9% - - - -
2015 through 2019 9.23% to 9-1/4% - - - -
2020 through 2024 7.30% to 9-3/8% - - - -
2032 Variable rates - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total first mortgage bonds - - - -
Other long-term debt 78,350 74,476 5,000 2,215
Unamortized debt premium (discount), net (306) - - -
------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$569,763) 78,044 74,476 5,000 2,215
Less amount due within one year - 428 - -
- ------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 78,044 74,048 5,000 2,215
- ------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $ 132,014 $ 74,831 $ 6,540 $ 14,926
========================================================================================================================
The notes to the financial statements (herein incorporated as part of exhibit
numbers A-1 through A-6 inclusive) are an integral part of this statement.
(Continued on following page.)
</TABLE>
A-12C
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Stated in Thousands of Dollars)
(Continued)
SOUTHERN
MESCO SDIG COMMUNICATIONS SERC
<S> <C> <C> <C> <C>
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
1995 5-1/8% - - - -
1996 4-1/2% to 4-3/4% - - - -
1997 5-7/8% - - - -
1998 5% to 5.55% - - - -
1999 6-1/8% to 6-3/8% -
2000 through 2004 6% to 7% - - - -
2005 through 2009 6-7/8% to 9% - - - -
2015 through 2019 9.23% to 9-1/4% - - - -
2020 through 2024 7.30% to 9-3/8% - - - -
2032 Variable rates - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total first mortgage bonds - - - -
Other long-term debt 275,000 - - -
Unamortized debt premium (discount), net - - - -
- ------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$569,763) 275,000 - - -
Less amount due within one year - - - -
- ------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 275,000 - - -
- ------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $ 350,258 $ 2,778 $ 4,071 $ 5
========================================================================================================================
The notes to the financial statements (herein incorporated as part of exhibit
numbers A-1 through A-6 inclusive) are an integral part of this statement.
(Continued on following page.)
</TABLE>
A-13
<PAGE>
<TABLE>
<CAPTION>
SOUTHERN AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994
(Continued)
NOTE TO CONSOLIDATING STATEMENT OF CAPITALIZATION:
Shares authorized, shares outstanding and redemption prices of the preferred
stock and preferred securities are shown below:
Shares Redemption Price
Series Authorized Outstanding Per Share**
- -------------------- ---------- ----------- --------------------
<S> <C> <C> <C>
Cumulative Preferred Stock,
$100 par or stated value--
4.20% to 5.96% 2,165,125 1,992,990 $102.18 to $110.00
6.32% to 7.88% 2,054,040 2,054,040 $101.82 to $108.32*
Undesignated 6,666,600 - -
$25 par or stated value--
$1.90 to $2.125 11,800,000 11,800,000 $26.90* to $27.13*
6.40% to 7.60% 12,900,000 12,900,000 $26.60* to $26.90*
Adjustable rate--at 1/1/95:
6.07%-1993 Series 600,000 600,000 $26.25*
6.26%-1993 Series 2,000,000 2,000,000 $26.25*
6.86%-First Series
of 1993 3,000,000 3,000,000 $27.50*
6.30%-Second Series
of 1993 4,000,000 4,000,000 $27.50*
Undesignated 32,000,000 - -
$1 Par Value--Undesignated 15,479,800 - -
Auction rate--at 1/1/95: 4.59%
$100 Stated Capital 500,000 500,000 $100
Auction rate--at 1/1/95: 4.64%
$100,000 Stated Capital 200 200 $100,000
$10 Par or Stated Value--
Undesignated 7,420,000 - -
Cumulative Preferred Stock
Subject to Mandatory
Redemption,
$100 par value--
11.36%10,000 10,000 $105.68*
*Amount of premium in excess of par or stated value reduces in future years.
**Plus accrued dividends in each case.
</TABLE>
A-14
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dolllars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA GULF
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1993 $2,967,706 $ (2,655,679) $2,967,706 $ 997,199 $1,316,447 $157,773
ADD:
Net income after dividends
on preferred stock of
subsidiary companies 989,329 (995,195) 989,329 356,338 525,544 55,229
- ------------------------------------------------------------------------------------------------------------------------------
3,957,035 (3,650,874) 3,957,035 1,353,537 1,841,991 213,002
DEDUCT (ADD):
Cash dividends paid--
On common stock of
SOUTHERN at a quarterly
rate of 29-1/2 cents per share 766,757 - 766,757 - - -
On common stock of
subsidiary companies - (803,307) - 268,000 429,300 44,000
Common and preferred stock
transactions, net (950) (625) (950) 281 148 51
- ------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1994 $3,191,228 $ (2,846,942) $3,191,228 $1,085,256 $1,412,543 $168,951
==============================================================================================================================
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
</TABLE>
A-15A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dolllars)
MISSISSIPPI SAVANNAH SEGCO SEI MESCO SDIG
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1993 $129,343 $93,479 $25,601 $ (59,468) $ - $ (4,695)
ADD:
Net income after dividends
on preferred stock of
subsidiary companies 49,157 22,110 7,176 (20,847) 258 230
- ------------------------------------------------------------------------------------------------------------------------------
178,500 115,589 32,777 (80,315) 258 (4,465)
DEDUCT (ADD):
Cash dividends paid--
On common stock of
SOUTHERN at a quarterly
rate of 29-1/2 cents per share - - - - - -
On common stock of
subsidiary companies 34,100 16,300 11,607 - - -
Common and preferred stock
transactions, net 72 73 - - - -
- ------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1994 $144,328 $99,216 $21,170 $ (80,315) $ 258 $ (4,465)
==============================================================================================================================
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
</TABLE>
A-15B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) 1 SOUTHERN ALABAMA
<S> <C> <C> <C> <C>
BALANCE, December 31, 1993 $1,502,193 ($4,180,447) $1,503,205 $1,304,645
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof-
(SOUTHERN-13,866,468 shares) 209,894 (74,999) 209,894 -
Contributions to capital for the
twelve month period - (29,070) - -
Conversion of debt to equity - (25,100) - -
Other (721) (114) (723) -
- ----------------------------------------------------------------------------------------------
BALANCE, December 31, 1994 $1,711,366 ($4,309,730) $1,712,376 $1,304,645
==============================================================================================
(1) This column also reflects information relating to Electric Wholesale
Generators and Foreign Utility Companies.
</TABLE>
A-16A
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
GEORGIA GULF MISSISSIPPI SAVANNAH
<S> <C> <C> <C> <C>
BALANCE, December 31, 1993 $2,384,348 $218,282 $154,362 $8,688
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof-
(SOUTHERN-13,866,468 shares) - - - -
Contributions to capital for the
twelve month period - - 25,000 -
Conversion of debt to equity - - - -
Other - 98 - -
- -----------------------------------------------------------------------------------------------
BALANCE, December 31, 1994 $2,384,348 $218,380 $179,362 $8,688
===============================================================================================
</TABLE>
A-16B
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
SEGCO SCS NUCLEAR SEI
<S> <C> <C> <C> <C>
BALANCE, December 31, 1993 $32,472 $56 $1,522 $67,817
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof-
(SOUTHERN-13,866,468 shares) - - - -
Contributions to capital for the
twelve month period - - - -
Conversion of debt to equity - - - 25,100
Other - 2 8 9
- ----------------------------------------------------------------------------------------------
BALANCE, December 31, 1994 $32,472 $58 $1,530 $92,926
==============================================================================================
</TABLE>
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-16C
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1994
(Stated in Thousands of Dollars)
SOUTHERN
MESCO SDIG COMMUNICATIONS
<S> <C> <C> <C>
BALANCE, December 31, 1993 $ - $7,243 $ -
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof-
(SOUTHERN-13,866,468 shares) 74,999 - -
Contributions to capital for the
twelve month period - - 4,070
Conversion of debt to equity - - -
Other - (1) -
- ---------------------------------------------------------------------------------
BALANCE, December 31, 1994 $74,999 $7,242 $4,070
=================================================================================
</TABLE>
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-16D
<PAGE>
Notes to Financial Statements
at December 31, 1994
The notes to the financial statements are herein incorporated by reference as
part of exhibit numbers A-1 through A-6 inclusive and are an integral part of
the financial statements.
A-17
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(in thousands)
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES: $2,935,142 $(44,416) $2,935,142 $44,416
---------- -------- ---------- -------
OPERATING EXPENSES:
Operation--
Fuel 801,948 (40,646) 801,948 40,646
Purchased power from non-affiliates 15,158 - 15,158 -
Purchased power from affiliates 100,888 - 100,888 -
Other 458,917 (3,770) 458,917 3,770
Maintenance 262,102 - 262,102 -
Depreciation 292,420 - 292,420 -
Taxes other than income taxes 183,425 - 183,425 -
Federal and state income taxes 224,280 - 224,280 -
---------- -------- ---------- -------
Total operating expenses 2,339,138 (44,416) 2,339,138 44,416
---------- -------- ---------- -------
OPERATING INCOME 596,004 - 596,004 -
OTHER INCOME (EXPENSE):
Allowance for equity funds used
during construction 3,239 - 3,239 -
Income from subsidiary 3,588 - 3,588 (Note A) -
Charitable foundation (13,500) - (13,500) -
Other, net 3,209 - 3,209 (Note B) -
---------- -------- --------- ------
INCOME BEFORE INTEREST CHARGES 592,540 - 592,540 -
---------- -------- --------- ------
INTEREST CHARGES AND PREFERRED
DIVIDENDS:
Interest on long-term debt 178,045 - 178,045 -
Allowance for debt funds used
during construction (3,548) - (3,548) -
Interest on notes payable 5,939 - 5,939 -
Amortization of debt discount,
premium, and expense, net 9,623 - 9,623 -
Other interest charges 19,908 - 19,908 -
---------- -------- -------- ------
Net interest charges 209,967 - 209,967 -
---------- -------- -------- ------
NET INCOME 382,573 - 382,573 -
DIVIDENDS ON PREFERRED STOCK 26,235 - 26,235 -
---------- -------- -------- ------
NET INCOME AFTER PREFERRED STOCK
DIVIDENDS $ 356,338 $ - $356,338 $ -
========== ======== ======== ======
</TABLE>
A-18
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(in thousands)
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on
preferred stock of subsidiary
companies $356,338 $ - $356,338 $ -
Adjustments to reconcile consolidated
net income to net cash provided by
operating activities-
Depreciation and amortization 359,791 - 359,791
Deferred income taxes and investment
tax credits (32,613) - (32,613) -
Allowance for equity funds used
during construction (3,239) - (3,239) -
Other, net 28,656 - 28,656 -
Changes in current assets and
liabilities-
Receivables, net 19,390 (96,234) 19,390 96,234
Inventories (38,946) - (38,946) -
Payables (21,240) - (21,240) -
Taxes accrued 6,856 - 6,856 -
Energy cost recovery, retail 16,907 - 16,907 -
Other (13,431) 56 (13,431) (56)
--------- -------- ---------- --------
NET CASH PROVIDED FROM
OPERATING ACTIVITIES 678,469 (96,178) 678,469 96,178
--------- -------- --------- -------
INVESTING ACTIVITIES:
Gross property additions (536,785) - (536,785) -
Other (26,632) - (26,632) -
---------- -------- ---------- -------
NET CASH USED IN INVESTING
ACTIVITIES (563,417) - (563,417) -
---------- -------- --------- -------
FINANCING ACTIVITIES:
Proceeds-
First mortgage bonds 150,000 - 150,000 -
Other long-term debt 208,720 58,035 208,720 (58,035)
Retirements-
First mortgage bonds (20,387) - (20,387) -
Other long-term debt (305,380) 38,143 (305,380) (38,143)
Interim obligations, net 139,882 - 139,882 -
Payment of common stock dividends (268,000) - (268,000) -
Miscellaneous (8,444) - (8,444) -
---------- --------- ---------- ---------
NET CASH USED FOR
FINANCING ACTIVITIES (103,609) 96,178 (103,609) (96,178)
---------- --------- ---------- ---------
NET CHANGE IN CASH 11,443 - 11,443 -
CASH AT BEGINNING OF YEAR 3,233 - 3,233 -
---------- --------- ---------- --------
CASH AT THE END OF THE YEAR $ 14,676 $ - $ 14,676 $ -
========== ========= ========== ========
</TABLE>
A-19
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(in thousands)
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- ---------
ASSETS
------
<S> <C> <C> <C> <C>
UTILITY PLANT $6,873,577 $ - $6,873,577 $ -
INVESTMENTS:
Investments in affiliated companies 26,985 - 26,985( Note C) -
Nuclear decommissioning trusts 71,014 - 71,014 -
Miscellaneous 16,970 - 16,970(Note D) -
---------- ---- ---------- ---
Total 114,969 - 114,969 -
---------- ---- ---------- ---
CURRENT ASSETS:
Cash 14,676 - 14,676 -
Receivables, net 358,114 (1) 358,114 1
Fossil fuel stock, at average cost 119,555 - 119,555 -
Materials and supplies, at
average cost 184,600 - 184,600 -
Prepayments 119,561 - 119,561 -
Vacation pay deferred 20,442 - 20,442 -
---------- ---- ---------- ---
Total 816,948 (1) 816,948 1
---------- ---- ---------- ---
DEFERRED CHARGES:
Deferred charges related to income
taxes 451,886 - 451,886 -
Miscellaneous 201,837 - 201,837 -
---------- ---- ---------- ---
Total 653,723 - 653,723 -
---------- ---- ---------- ---
TOTAL ASSETS $8,459,217 $(1) $8,459,217 $ 1
========== ==== ========== ===
</TABLE>
A-20
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(in thousands)
ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA
------------ ------------ --------- --------
CAPITALIZATION AND
- ------------------
LIABILITIES
-----------
<S> <C> <C> <C> <C>
CAPITALIZATION:
Common stock equity $2,614,405 $(1) $2,614,405 $ 1
Preferred stock 440,400 - 440,400 -
Long-term debt 2,455,013 - 2,455,013 -
---------- ---- ---------- -----
Total 5,509,818 (1) 5,509,818 1
---------- ---- ---------- ----
CURRENT LIABILITIES:
Long-term debt due within
one year 796 - 796 -
Notes Payable 179,882 - 179,882 -
Accounts payable, net 318,991 - 318,991 -
Customer deposits 30,245 - 30,245 -
Taxes accrued 22,437 - 22,437 -
Interest accrued 52,516 - 52,516 -
Vacation pay accrued 20,442 - 20,442 -
Miscellaneous 57,047 - 57,047 -
---------- ---- ---------- ----
Total 682,356 - 682,356 -
---------- ---- ---------- ----
DEFERRED CREDITS:
Accumulated deferred income taxes 1,181,342 - 1,181,342 -
Deferred credits related to income
taxes 405,256 - 405,256 -
Miscellaneous 680,445 - 680,445 -
----------- ---- ---------- ----
Total 2,267,043 - 2,267,043 -
----------- ---- ---------- ----
TOTAL CAPITALIZATION AND
LIABILITIES $8,459,217 $(1) $8,459,217 $ 1
========== ==== ========== ====
</TABLE>
A-21
<PAGE>
Notes to ALABAMA's Consolidated
Financial Statements
(A) Represents equity in earnings of SEGCO, a non-consolidated
subsidiary in which ALABAMA has 50% ownership, which is
accounted for on the equity basis. See pages A-2 through A-16
for SEGCO's financial statements consolidated for SOUTHERN.
(B) Includes $8,903,428 equity in earnings of Alabama Property
Company, a non-consolidated subsidiary, which is accounted
for on the equity basis. See pages A-23 through A-25 for
Alabama Property Company's financial statements.
(C) Represents ALABAMA's investment in SEGCO.
(D) Includes $8,889,562 of investments in Alabama Property Company.
A-22
<PAGE>
ALABAMA PROPERTY COMPANY
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited; Not Consolidated in Parent, ALABAMA)
REVENUES:
Sales of recreational lots $17,300,850
Other sales 4,500
Rentals 149,033
-----------
Total Revenues 17,454,383
COSTS AND EXPENSES:
Cost of recreational lot sales 2,711,797
Other cost of sales 1,156
Selling, administrative and general expenses 904,953
-----------
Total costs and expenses 3,617,906
-----------
OPERATING INCOME 13,836,477
OTHER INCOME:
Interest income 302,511
Other 9,747
-----------
INCOME BEFORE PROVISION FOR INCOME TAXES 14,148,735
PROVISION FOR INCOME TAXES 5,245,307
-----------
NET INCOME $ 8,903,428
===========
ALABAMA PROPERTY COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited; Not Consolidated in Parent, ALABAMA)
RETAINED EARNINGS AT DECEMBER 31, 1993 $12,536,134
Net income 8,903,428
Dividend on common stock (13,000,000)
-----------
RETAINED EARNINGS AT DECEMBER 31, 1994 $ 8,439,562
===========
A-23
<PAGE>
<TABLE>
<CAPTION>
ALABAMA PROPERTY COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Unaudited; Not Consolidated in Parent, ALABAMA)
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $8,903,428
----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Additions to property held for sale (2,674,542)
Property cost of lot sales 2,554,594
Changes in current assets and liabilities:
Interest receivable 10,287
Accounts receivable 372,944
Receivable from parent company (1,429)
Prepaid income taxes (129,021)
Prepayments and other current assets 42,902
Payable to parent company (172,057)
Accrued income taxes 54,639
Other accrued taxes 6,942
-----------
Total adjustments 65,259
NET CASH PROVIDED FROM OPERATING ACTIVITIES 8,968,687
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid (13,000,000)
NET CHANGE IN CASH AND CASH EQUIVALENTS (4,031,313)
CASH AND CASH EQUIVALENTS, Beginning of year 7,234,110
CASH AND CASH EQUIVALENTS, End of year $ 3,202,797
===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash paid during the year for income taxes $ 5,331,639
===========
</TABLE>
A-24
<PAGE>
<TABLE>
<CAPTION>
ALABAMA PROPERTY COMPANY
BALANCE SHEET AT DECEMBER 31, 1994
(Unaudited; Not Consolidated in Parent, ALABAMA)
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 105,797
Temporary cash investments 3,097,000
Accounts receivable 7,250
Receivable from parent company 1,429
Prepaid income taxes 170,829
Prepayments and other current assets 33,233
----------
Total current assets 3,415,538
PROPERTY AND MINERAL RIGHTS HELD FOR
FUTURE DEVELOPMENT 5,591,670
----------
Total Assets $9,007,208
==========
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Accrued income taxes $ 82,036
Other accrued taxes 35,610
----------
Total current liabilities 117,646
CAPITALIZATION:
Common stock, $150 par value; 1,000 shares
authorized, issued and outstanding 150,000
Additional paid-in capital 300,000
Retained earnings 8,439,562
----------
Total capitalization 8,889,562
----------
Total liabilities and capitalization $9,007,208
==========
</TABLE>
A-25
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(in thousands)
GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL
------------ ------------ --------- -------- - -------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES: $4,162,403 $ (839) $4,162,403 $839 $ -
OPERATING EXPENSES:
Operation--
Fuel 870,653 - 870,653 - -
Purchased power from affiliates 193,130 - 193,130 - -
Purchased power from non-affiliates 158,063 - 158,063 - -
Other 725,615 (839) 726,454 - -
Maintenance 272,818 - 272,818 - -
Depreciation and amortization 379,157 - 379,111 46 -
Amortization of deferred Plant Vogtle
expenses, net 74,888 - 74,888 - -
Taxes other than income taxes 194,565 - 194,179 386 -
Federal and state income taxes 399,413 - 399,256 157 -
---------- -------- ---------- ---- -----
Total operating expenses 3,268,302 (839) 3,268,552 589 -
---------- -------- ---------- ---- -----
OPERATING INCOME 894,101 - 893,851 250 -
OTHER INCOME (EXPENSE):
Allowance for equity funds used
during construction 5,663 - 5,663 - -
Interest income 3,254 (1,942) 3,923 964 309
Other, net 14,214 - 14,447 (Note A) (233) -
Income taxes applicable to
other income 7,975 - 7,999 (24) -
---------- -------- ---------- ---- ----
INCOME BEFORE INTEREST CHARGES 925,207 (1,942) 925,883 957 309
---------- -------- ---------- ---- ----
INTEREST CHARGES AND PREFERRED
DIVIDENDS:
Interest on long-term debt 306,473 (670) 306,473 670 -
Allowance for debt funds used
during construction (11,571) - (11,571) - -
Amortization of debt discount,
premium, and expense, net 15,743 - 15,743 - -
Other interest charges 41,012 (1,272) 41,984 - 300
---------- -------- ---------- ---- ----
Net interest charges 351,657 (1,942) 352,629 670 300
---------- -------- ---------- ---- ----
NET INCOME 573,550 - 573,254 287 9
DIVIDENDS ON PREFERRED STOCK 48,006 - 48,006 - -
---------- -------- ---------- ---- -----
NET INCOME AFTER DIVIDENDS
ON PREFERRED STOCK $ 525,544 $ - $ 525,248 $287 $ 9
========== ======== ========== ==== =====
</TABLE>
A-26
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(in thousands)
GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL
------------ ------------ --------- -------- -------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income after dividends on preferred stock $525,544 - $525,248 $287 $ 9
Adjustments to reconcile consolidated
net income to net cash provided by
operating activities-
Depreciation and amortization 484,032 - 483,930 102 -
Deferred income taxes, net 33,567 - 33,544 23 -
Allowance for equity funds used
during construction (5,663) - (5,663) - -
Deferred Plant Vogtle costs 74,888 - 74,888 - -
Other, net (56,399) - (56,399) - -
Changes in current assets and
liabilities-
Receivables, net 67,218 9 67,218 - (9)
Inventories (63,545) - (63,545) - -
Payables 5,409 (9) 5,418 - -
Taxes accrued (60,475) - (60,594) 119 -
Energy cost recovery, retail 55,505 - 55,505 - -
Other 29,839 - 29,839 - -
---------- -------- ---------- ------- ---------
NET CASH PROVIDED FROM OPERATING
ACTIVITIES 1,089,920 - 1,089,389 531 -
---------- -------- ---------- ------ ---------
INVESTING ACTIVITIES:
Gross property additions (638,426) - (638,426) - -
Adjustment to property additions, net 91,370 105,670 88,800 - (103,100)
---------- -------- ---------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (547,056) 105,670 (549,626) - (103,100)
----------- -------- ----------- --------- ---------
FINANCING ACTIVITIES:
Proceeds-
Pollution control bonds 527,210 - 527,210 - -
Cumulative preferred securities of subsidiary 100,000 - - - 100,000
Other long-term debt - (103,100) 103,100 - -
Redemptions-
stock
First mortgage bonds (133,559) - (133,559) - -
Pollution control bonds (510,320) - (510,320) - -
Other long-term debt (10,187) (347) (10,187) 347 -
Interim obligations, net (57,425) - (57,425) - -
Payment of common stock dividends (429,300) - (429,300) - -
Miscellaneous (22,640) (2,223) (22,640) (877) 3,100
---------- -------- ---------- ----- --------
NET CASH PROVIDED FROM
FINANCING ACTIVITIES (536,221) (105,670) (533,121) (530) 103,100
---------- -------- ---------- ----- --------
NET CHANGE IN CASH AND
CASH EQUIVALENTS 6,643 - 6,642 1 -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE YEAR 5,896 - 5,856 40 -
---------- -------- ---------- ----- --------
CASH AND CASH EQUIVALENTS
AT THE END OF THE YEAR $ 12,539 $ - $ 12,498 $ 41 $ -
========== ======== ========== ===== ========
</TABLE>
A-27
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(in thousands)
GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL
------------ ------------ --------- -------- ---------
<S> <C> <C> <C> <C> <C>
UTILITY PLANT $10,678,245 $ - $10,659,035 $19,210 $ -
----------- --------- ----------- ------- ---------
OTHER PROPERTY AND
INVESTMENTS 170,824 (126,677) 192,114 (Note B) 2,287 103,100
----------- -------- ----------- ------- ---------
CURRENT ASSETS:
Cash and cash equivalents 12,539 - 12,498 41 -
Receivables, net 492,502 (9) 492,502 - 9
Fossil fuel stock, at average cost 169,252 - 169,252 - -
Materials and supplies, at
average cost 293,464 - 293,464 - -
Prepayments 55,383 - 55,383 - -
Vacation pay deferred 40,823 - 40,823 - -
------------ -------- ----------- ------- ---------
Total 1,063,963 (9) 1,063,922 41 9
------------ -------- ----------- ------- ---------
DEFERRED CHARGES
Deferred charges related to
income taxes 919,750 - 919,750 - -
Miscellaneous 879,876 (222) 879,876 222 -
------------ -------- ----------- ------- ---------
Total 1,799,626 (222) 1,799,626 222 -
------------ -------- ----------- ------- ---------
TOTAL ASSETS $13,712,658 $(126,908) $13,714,697 $21,760 $ 03,109
=========== ========= =========== ======= =========
</TABLE>
A-28
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1994
(in thousands)
GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL
------------ ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock equity $4,141,554 $(12,033) $4,140,951 $ 9,527 $ 3,109
Preferred stock 692,787 - 692,787 - -
Cumulative preferred securities
of subsidiary 100,000 - - - 100,000
Long-term debt 3,757,823 (114,644) 3,860,923 11,544 -
---------- -------- ---------- ------- ---------
Total 8,692,164 (126,677) 8,694,661 21,071 103,109
---------- -------- ---------- ------- ---------
CURRENT LIABILITIES:
Long-term debt due within
one year 167,420 - 167,420 - -
Notes payable to banks 202,200 - 202,200 - -
Commercial paper 222,602 - 222,602 - -
Accounts payable 355,067 - 355,067 - -
Customer deposits 47,017 - 47,017 - -
Taxes accrued 93,019 - 92,330 689 -
Interest accrued 110,256 - 110,256 - -
Vacation pay accrued 39,720 - 39,720 - -
Miscellaneous 70,006 (9) 70,015 - -
---------- --------- ---------- ------- --------
Total 1,307,307 (9) 1,306,627 689 -
---------- --------- ---------- ------- --------
DEFERRED CREDITS:
Accumulated deferred income
taxes 2,477,661 (222) 2,477,883 - -
Miscellaneous 1,235,526 - 1,235,526 - -
------------- --------- ----------- ------- --------
Total 3,713,187 (222) 3,713,409 - -
------------- --------- ----------- ------- --------
TOTAL CAPITALIZATION
AND LIABILITIES $13,712,658 $(126,908) $13,714,697 $21,760 $103,109
=========== ========= =========== ======= ========
</TABLE>
A-29
<PAGE>
Notes to GEORGIA's Consolidated
Financial Statements
(A) Includes $3,588,000 equity in earnings for SEGCO, a
non-consolidated subsidiary in which GEORGIA has 50% ownership.
SEGCO is accounted for on the equity basis. See pages A-2 through
A-16 for SEGCO's financial statements consolidated for SOUTHERN.
(B) Includes $26,985,0000 of investments in SEGCO.
A-30
<PAGE>
<TABLE>
<CAPTION>
PIEDMONT
STATEMENT OF INCOME AND
EARNINGS RETAINED IN THE BUSINESS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Consolidated in Parent, GEORGIA)
(in thousands)
<S> <C> <C>
REVENUES:
Rent $839
Other (Interest) 964 $1,803
-----
EXPENSES:
Interest 670
Taxes 567
Depreciation 102
Miscellaneous 177 1,516
------- ------
NET INCOME 287
EARNINGS RETAINED IN THE BUSINESS
AT DECEMBER 31, 1993 307
-------
EARNINGS RETAINED IN THE BUSINESS
AT DECEMBER 31, 1994 $ 594
=======
</TABLE>
A-31
<PAGE>
<TABLE>
<CAPTION>
PIEDMONT
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Consolidated in Parent, GEORGIA)
(in thousands)
<S> <C>
OPERATING ACTIVITIES:
Net income $287
Deferred income taxes 23
Depreciation 102
Change in current liabilities 119
-----
531
FINANCING ACTIVITIES:
Increase in advance from parent 347
Decrease in capital contribution (877)
-----
(530)
NET CHANGE IN CASH $ 1
=====
</TABLE>
A-32
<PAGE>
<TABLE>
<CAPTION>
PIEDMONT
BALANCE SHEET AT DECEMBER 31, 1994
(Consolidated in Parent, GEORGIA)
($ in thousands)
ASSETS
<S> <C> <C>
INVESTMENTS:
Plant-in-service $19,210
Non-utility property 2,287 $21,497
--------
CURRENT ASSETS:
Cash 41
DEFERRED DEBITS:
Accumulated deferred income taxes 222
-------
TOTAL ASSETS $21,760
=======
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock, $1 par (1,000,000 shares
authorized, 100,000 shares issued) $ 100
Other paid-in capital 8,833
Retained earnings 594 $ 9,527
-------
Long-term debt - Advances from parent
company 11,544
-------
Total capitalization 21,071
CURRENT LIABILITIES:
Federal and state Income Taxes Accrued 514
Taxes other than income taxes 175 689
-------- -------
TOTAL CAPITALIZATION AND LIABILITIES $21,760
=======
</TABLE>
A-33
<PAGE>
<TABLE>
<CAPTION>
GEORGIA CAPITAL
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(Consolidated in Parent, GEORGIA)
(in thousands)
<S> <C>
Interest Income $309
Less: Other interest charges 300
----
Net Income $ 9
====
</TABLE>
A-34
<PAGE>
<TABLE>
<CAPTION>
GEORGIA CAPITAL
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
(Consolidated in Parent, GEORGIA)
(in thousands)
<S> <C>
OPERATING ACTIVITIES:
Net income $ 9
Change in receivables (9)
-----------
-
INVESTING ACTIVITIES:
Other investing activities (103,100)
FINANCING ACTIVITIES:
Cumulative preferred securities of subsidiary 100,000
Other 3,100
----------
NET CHANGE IN CASH $ 0
==========
</TABLE>
A-35
<PAGE>
<TABLE>
<CAPTION>
GEORGIA CAPITAL
BALANCE SHEET AT DECEMBER 31, 1994
(Consolidated in Parent, GEORGIA)
(in thousands)
ASSETS
<S> <C>
INVESTMENTS $103,100
CURRENT ASSETS:
Receivables 9
--------
TOTAL ASSETS $103,109
========
CAPITALIZATION
CAPITALIZATION:
Common stock equity $ 3,109
Cumulative preferred securities of subsidiary 100,000
--------
TOTAL CAPITALIZATION $103,109
========
</TABLE>
A-36
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS.
Exhibits (including reference to previous filings):
<S> <C>
Exhibit
Number Description of Exhibit
A-1 Annual Report of SOUTHERN on Form 10-K for the year ended December 31, 1994. (File No.
1-3526.)
A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 1994. (File No.
1-3164.)
A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 1994. (File No.
1-6468.)
A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 1994 (File No. 0-2429.)
A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 1994. (File No.
0-6849.)
A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 1994. (File No.
1-5072.)
A-7 Annual Report on Form U-13-60 for SEI for the year ended December 31, 1994.
B-1 Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments thereto through
January 5, 1994. (Designated in Registration No. 33-3546, as Exhibit 4(a), in Certificate of
Notification, File No. 70-7341, as Exhibit A and in Certificate of Notification, File No.
70-8181, as Exhibit A.)
B-2 By-laws of SOUTHERN as amended effective October 21, 1991, and as presently in effect.
(Designated in Form U-1, File No. 70-8181, as Exhibit A-2.)
B-3 Charter of ALABAMA and amendments thereto through October 14, 1994. (Designated in
Registration No. 2-59634 as Exhibit 2(b), in Registration No. 2-60209 as Exhibit 2(c), in
Registration No. 2-60484 as Exhibit 2(b), in Registration No. 2-70838 as Exhibit 4(a)-2, in
Registration No. 2-85987 as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit 4(a)-2,
in Registration No. 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No.
1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit
4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b) , in
Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a) and in Certificate of
Notification, File No. 70-8191, as Exhibit A.)
B-4 By-laws of ALABAMA as amended effective July 23, 1993, and as presently in effect.
(Designated in Form U-1, File No. 70-8191, as Exhibit A-2.)
A-37
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-5 Charter of GEORGIA and amendments thereto through October 25, 1993. (Designated in
Registration No. 2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913 as Exhibits 4(a)-(2)
and 4(a)-(3), in Registration No. 2-93039 as Exhibit 4(a)-(2), in Registration No. 2-96810 as
Exhibit 4(a)(2), in Registration No. 33-141 as Exhibit 4(a)(2), in Registration No. 33-1359
as Exhibit 4(a)(2), in Registration No. 33-5405 as Exhibit 4(b)(2), in Registration No.
33-14367 as Exhibits 4(b)-2 and 4(b)-3, in Registration No. 33-22504 as Exhibits 4(b)-(2),
4(b)-(3) and 4(b)-(4), in GEORGIA's Form 10-K for the year ended December 31, 1991, File No.
1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895, as Exhibits 4(b)-(2)
and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468, as Exhibit 4(b), in Form
8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b) and in Form 8-K dated October 20,
1993, File No. 1-6468, as Exhibit 4(b).)
B-6 By-laws of GEORGIA as amended effective July 18,
1990, and as presently in effect. (Designated in
GEORGIA's Form 10-K for the year ended December
31, 1990, File No. 1-6468, as Exhibit 3.)
B-7 Restated Articles of Incorporation of GULF and amendments thereto through November 8, 1993.
(Designated in Registration No. 33-43739 as Exhibit 4(b)-1), in Form 8-K dated January 15,
1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429,
as Exhibit 4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4 and in
Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4.)
B-8 By-laws of GULF as amended effective February 25,
1994, and as presently in effect. (Designated in
GULF's Form 10-K for the year ended December 31,
1993, File No. 0-2429, as Exhibit 3(d)2.)
B-9 Articles of incorporation of MISSISSIPPI, articles of merger of Mississippi Power Company (a
Maine corporation) into MISSISSIPPI and articles of amendment to the articles of
incorporation of MISSISSIPPI through August 19, 1993. (Designated in Registration No.
2-71540 as Exhibit 4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in
Registration No. 33-49320 as Exhibit 4(b)-1, in Form 8-K dated August 5, 1992, File No.
0-6849, as Exhibits 4(b)-2 and 4(b)-3 in Form 8-K dated August 4, 1993, File No. 0-6849, as
Exhibit 4(b)-3 and in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3.)
B-10 By-laws of MISSISSIPPI as amended effective August 22, 1989, and as presently in effect.
(Designated in MISSISSIPPI's Form 10-K for the year ended December 31, 1989, File No. 0-6849, as
Exhibit 3(b).)
A-38
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-11 Charter of SAVANNAH and amendments thereto through November 10, 1993. (Designated in
Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit
4(b)-(2) and in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b).)
B-12 By-laws of SAVANNAH as amended effective February
16, 1994, and as presently in effect. (Designated
in SAVANNAH's Form 10-K for the year ended
December 31, 1993, File No. 1-5072, as Exhibit
3(f)2.)
B-13 SEGCO Certificate of Incorporation as amended to date, last amended November 29, 1966.
(Designated in Forms U-1, File No. 70-3480, as Exhibit A-5, File No. 70-3630, as Exhibit A-6,
File Nos. 70-3738 and 70-3842, as Exhibit A-8(b); Registration No. 2-18084 as Exhibit 3(a)-2
and First Certificate of Notification, File No. 70-3945, as Exhibit A.)
B-14 SEGCO By-laws as amended to date, last amended
July 10, 1986. (Designated in Form U5S for the
year ended December 31, 1990, as Exhibit B-14.)
B-15 SCS Certificate of Incorporation as amended. (Designated in Form U-1, File No. 70-3573, as
Exhibit A-1; in Form U-1, File No. 70-3833, as Exhibit A-2; Form U5S for 1962, File No.
30-222-2, as Exhibit A-17; and Form U5S for 1985, File No. 30-222-2, as Exhibit B-13(b).)
B-16 SCS By-laws as amended to date, last amended February 20,
1995.
B-17 Alabama Property Company Certificate of Incorporation. (Designated in Form U-5B, File No.
30-115, as Exhibit B-29.)
B-18 Alabama Property Company By-laws. (Designated in Form U-5B, File No. 30-115, as Exhibit
B-30.)
B-19 Columbia Fuels, Inc. Certificate of Incorporation. (Designated in Form U5S for 1985, File
No. 30-222-2, as Exhibit B-17.)
B-20 Columbia Fuels, Inc. By-laws. (Designated in Form U5S for 1985, File No. 30-222-2, as
Exhibit B-18.)
B-21 Piedmont-Forrest Corporation Articles of Incorporation and amendments thereto through August
31, 1987. (Designated in Form U-1, File No. 70-6135, as Exhibit A-1 and in Form U5S for
1987, File No. 30-222-2, as Exhibit B-21.)
B-22 Piedmont-Forrest Corporation By-laws as presently in effect. (Designated in Form U-1, File
No. 70-6135, as Exhibit A-2.)
A-39
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-23 Articles of Incorporation of SEI and amendments thereto through September 24, 1987.
(Designated in Form U5S for 1982, File No. 30-222-2, as Exhibit A-19 and in Form U5S for
1987, File No. 30-222-2, as Exhibit B-24.)
B-24 By-laws of SEI as amended to date, last amended February 25, 1994. (Designated in Form U5S
for 1993, File No. 30-222-2, as Exhibit B-24.)
B-25 Articles of Incorporation of SDIG and amendments thereto through March 25, 1993. (Designated
in Form U5S for 1985, File No. 30-222-2, as Exhibit B-23 , in Form U5S for 1987, File No.
30-222-2, as Exhibit B-27 and in Form U5S for 1993, File No. 30-222-2, as Exhibit B-25.)
B-26 By-laws of SDIG. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-24.)
B-27 By-laws of SOUTHERN NUCLEAR as amended to date, last amended May 21, 1991. (Designated in
Form U5S for 1991, File No. 30-222-2, as Exhibit B-27.)
B-28 Articles of Incorporation of SOUTHERN NUCLEAR and amendment thereto through June 14, 1991.
(Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-28.)
B-29 Certificate of Incorporation of SERC. (Designated in Form U5S for 1993, File No. 30-222-2,
as Exhibit B-30
B-30 By-laws of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-31.)
B-31 Certificate of Incorporation of SOUTHERN COMMUNICATIONS.
B-32 By-laws of SOUTHERN COMMUNICATIONS.
B-33 Certificate of Incorporation of SEIH. (Designated in Form U5S for 1993, File No. 30-222-2,
as Exhibit B-32.)
B-34 By-laws of SEIH. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-33.)
B-35 Certificate of Incorporation of SEIH-III. (Designated in Form U5S for 1993, File No.
30-222-2, as Exhibit B-34.)
B-36 By-laws of SEIH-III. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-35.)
B-37 Certificate of Incorporation of SEIH-IV. (Designated in Form U5S for 1993, File No.
30-222-2, as Exhibit B-36.)
A-40
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-38 By-laws of SEIH-IV. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-37.)
B-39 Certificate of Incorporation of SEWG. (Designated in Form U5S for 1993, File No. 30-222-2,
as Exhibit B-38.)
B-40 By-laws of SEWG. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-39.)
B-41 Certificate of Incorporation of SEIH-VIII.
B-42 By-laws of SEIH-VIII.
B-43 Certificate of Incorporation of SEIH-IX.
B-44 By-laws of SEIH-IX.
B-45 Certificate of Incorporation of SEIH-X.
B-46 By-laws of SEIH-X.
B-47 Certificate of Incorporation of SEIH-XI.
B-48 By-laws of SEIH-XI.
B-49 Articles of Incorporation of MESCO.
B-50 By-laws of MESCO.
B-51 Certificate of Incorporation of Southern Electric, Inc.
B-52 By-laws of Southern Electric, Inc.
B-53 Certificate of Incorporation of GEORGIA POWER HOLDINGS.
B-54 By-laws of GEORGIA POWER HOLDINGS.
B-55 Certificate of Limited Partnership of GEORGIA CAPITAL.
B-56 Amended and Restated Agreement of Limited Partnership of GEORGIA CAPITAL.
B-57 Action of General Partner of GEORGIA CAPITAL dated December 9, 1994.
A-41
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
C-1 Indenture dated as of January 1, 1942, between ALABAMA and Chemical Bank, as Trustee, and
indentures supplemental thereto through that dated as of December 1, 1994. (Designated in
Registration No. 2-59843, as Exhibit 2(a)-2, in Registration No. 2-60484, as Exhibits 2(a)-3
and 2(a)-4, in Registration No. 2-60716 as Exhibit 2(c), in Registration No. 2-67574 as
Exhibit 2(c), in Registration No. 2-68687, as Exhibit 2(c), in Registration No. 2-69599, as
Exhibit 4(a)-2, in Registration No. 2-71364, as Exhibit 4(a)-2, in Registration No. 2-73727,
as Exhibit 4(a)-2, in Registration No. 33-5079, as Exhibit 4(a)-2, in Registration No.
33-17083 as Exhibit 4(a)-(2), in Registration No. 33-22090 as Exhibit 4(a)-(2), in ALABAMA's
Form 10-K for the year ended December 31, 1990, File No. 1-3164, as Exhibit 4(c), in
Registration Nos. 33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit
4(a)-2, 33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20, 1993, File No, 1-3436, as
Exhibit 4(a)-3, in Form 8-K dated February 17, 1993, File No. 1-3436, as Exhibit 4(a)-3, in
Form 8-K dated March 10, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Certificate of
Notification, File No. 70-8069, as Exhibits A and B, in Form 8-K dated June 24, 1993, File
No. 1-3436, as Exhibit 4, in Certificate of Notification, File No. 70-8069, as Exhibit A, in
Form 8-K dated November 16, 1993, File No. 1-3436, as Exhibit 4(b) and in Certificate of
Notification, File No. 70-8069, as Exhibits A and B, in Certificate of Notification, File No.
70-8069, as Exhibit A, in Certificate of Notification, File No. 70-8069, as Exhibit A and in
Form 8-K dated November 30, 1994, File No. 1-3436, as Exhibit 4.)
C-2 Indenture dated as of March 1, 1941, between GEORGIA and Chemical Bank, as Trustee, and
indentures supplemental thereto dated as of March 1, 1941, March 3, 1941 (3 indentures),
March 6, 1941 (139 indentures), March 1, 1946 (88 indentures) and December 1, 1947, through
December 1, 1994. (Designated in Registration No. 2-4663, as Exhibits B-3 and B-3(a), in
Registration No. 2-7299, as Exhibit 7(a)-2, in Registration No. 2-61116, as Exhibits 2(a)-3
and 2(a)-4, in Registration No. 2-62488, as Exhibit 2(a)-3, in Registration No. 2-63393, as
Exhibit 2(a)-4, in Registration No. 2-63705, as Exhibit 2(a)-3, in Registration No. 2-68973,
as Exhibit 2(a)-3, in Registration No. 2-70679, as Exhibit 4(a)-(2), in Registration No.
2-72324, as Exhibit 4(a)-(2), in Registration No. 2-73987, as Exhibit 4(a)-(2), in
Registration No. 2-77941, as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-79336 as
Exhibit 4(a)-2, in Registration No. 2-81303, as Exhibit 4(a)-(2), in Registration No.
2-90105, as Exhibit 4(a)-(2), in Registration No. 33-5405, as Exhibit 4(a)-(2), in
Registration No. 33-14367 as Exhibits 4(a)-2 and 4(a)-3, in Registration No. 33-22504 as
Exhibits 4(a)-(2), 4(a)-(3) and 4(a)-(4), in Registration No. 33-32420 as Exhibit 4(a)-(2),
in Registration No. 33-35683 as Exhibit 4(a)-(2), in GEORGIA's Form 10-K for the year ended
December 31, 1990, File No. 1-6468, as Exhibit 4(a)(3), in GEORGIA's Form 10-K for the year
ended December 31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in Registration No. 33-48895 as
Exhibit 4(a)-(2), in Forman Registration No. 33-32420 as Exhibit 4(a)-(2), in Registration
No. 33-35683 as Exhibit 4(a)-(2), in GEORGIA's Form 10-K for the year ended December 31,
1990, File No. 1-6468, as Exhibit 4(a)(3), in GEORGIA's Form 10-K for the year ended December
31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit
4(a)-(2), in Form 8-K dated August 26, 1992, File No. 1-6468 as Exhibit 4(a)-(3), in Form 8-K
A-42
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
dated September 9, 1992, File No. 1-6468, as Exhibits 4(a)-(3) and 4 (a)-(4), in Form 8-K dated
September 23, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-A dated October 12,
1992, as Exhibit 2(b), in Form 8-K dated January 27, 1993, File No. 1-6468, as Exhibit
4(a)-(3), in Registration No. 33-49661 as Exhibit 4(a)-(2), in Form 8-K dated July 26, 1993,
File No. 1-6468, as Exhibit 4 , in Certificate of Notification, File No. 70-7832, as Exhibit
M , in Certificate of Notification, File No. 70-7832, as Exhibit C in Certificate of
Notification, File No. 70-7832, as Exhibits K and L, in Certificate of Notification, File
No. 70-8443 as Exhibit C, in Certificate of Notification, File No. 70-8443 as Exhibit C, in
Certificate of Notification, File No. 70-8443, as Exhibit E, in Certificate of Notification,
File No. 70-8443, as Exhibit E in Certificate of Notification, File No. 70-8443, as Exhibit
E and in GEORGIA's Form 10-K for the year ended December 31, 1993, File No. 1-6468, as
Exhibit 4(c)2 and 4(c)3.)
C-3 Indenture dated as of June 1, 1994, between GEORGIA and Trust Company Bank, as Trustee and
indenture supplemental thereto dated December 15, 1994. (Designated in Certificate of Notification,
File No. 70-8461 as Exhibits E and F.)
C-4 Indenture dated as of September 1, 1941, between GULF and The Chase Manhattan Bank (National
Association) and The Citizens & Peoples National Bank of Pensacola, as Trustees, and
indentures supplemental thereto through September 1, 1994. (Designated in Registration No.
2-4833, as Exhibit B-3, in Registration No. 2-62319, as Exhibit 2(a)-3, in Registration No.
2-63765, as Exhibit 2(a)-3, in Registration No. 2-66260, as Exhibit 2(a)-3, in Registration
No. 33-2809, as Exhibit 4(a)-2, in Registration No. 33-43739 as Exhibit 4(a)-2, in GULF's
Form 10-K for the year ended December 31, 1991, File No. 0-2429, as Exhibit 4(b), in Form 8-K
dated August 18, 1992, File No. 0-2429, as Exhibit 4(a)-3, in Registration No. 33-50165 as
Exhibit 4(a)-2, in Form 8-K dated July 12, 1993, File No. 0-2429, as Exhibit 4 , in
Certificate of Notification, File No. 70-8229, as Exhibit A and in Certificate of
Notification, File No. 70-8229, as Exhibit E and F.)
C-5 Indenture dated as of September 1, 1941, between MISSISSIPPI and Bankers Trust Company as
Successor Trustee, and indentures supplemental thereto through March 1, 1994. (Designated in
Registration No. 2-4834, as Exhibit B-3, in Registration No. 2-62965, as Exhibit 2(b)-2, in
Registration No. 2-66845, as Exhibit 2(b)-2, in Registration No. 2-71537, as Exhibit
4(a)-(2), in Registration No. 33-5414, as Exhibit 4(a)-(2), in Registration No. 33-39833 as
Exhibit 4(a)-(2), in MISSISSIPPI's Form 10-K for the year ended December 31, 1991, File No.
0-6849, as Exhibit 4(b), in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibit
4(a)-2, in Second Certificate of Notification, File No. 70-7941, as Exhibit I, in Form 8-K
dated February 26, 1993, File No. 0-6849, as Exhibit 4(a)-2, in Certificate of Notification,
File No. 70-8127, as Exhibit A, in Form 8-K dated June 22, 1993, File No. 0-6849, as Exhibit
1, in Certificate of Notification, File No. 70-8127, as Exhibit A and in Form 8-K dated March
8, 1994, File No. 0-6849, as Exhibit 4.).
A-43
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
C-6 Indenture dated as of March 1, 1945, between SAVANNAH and NationsBank of Georgia, National
Association, as Trustee, and indentures supplemental thereto through July 1, 1993.
(Designated in Registration No. 33-25183 as Exhibit 4(a)-(1), in Registration No. 33-41496 as
Exhibit 4(a)-(2), in Registration No. 33-45757 as Exhibit 4(a)-(2), in SAVANNAH's Form 10-K
for the year ended December 31, 1991, File No. 1-5072, as Exhibit 4(b), in Form 8-K dated
July 8, 1992, File No. 1-5072, as Exhibit 4(a)-3, in Registration No. 33-50587 as Exhibit
4(a)(2) and in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit 4.)
D-1 Income Tax Allocation Agreement and Amendments 1 through 12 thereto. (Designated in Form U5S
for 1981, File No. 30-222-2, as Exhibit A-21, in Form U5S for 1982, File No. 30-222-2, as
Exhibit A-22(b), in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(c), in Form U5S for
1983, File No. 30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No. 30-222-2, as
Exhibit D-1(e), in Amendment No. 1 to Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(f)
in Form U5S for 1987, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1991, File No.
30-222-2, as Exhibit D-2 and in Form U5S for 1992, File No. 30-222-2, as Exhibit D-2.)
D-2 Amendments 18 through 27 to Income Tax Allocation Agreement.
E-1 ALABAMA's, GEORGIA's, GULF's, MISSISSIPPI's, SCS's and SOUTHERN NUCLEAR's personnel policies
pertaining to employee loans. (Designated in Form U5S for 1985, File No. 30-222-2, as
Exhibits E-1, E-2, E-3, E-4 and E-5, in Form U5S, File No. 30-222-2, for 1987 as Exhibit E-2,
in Form U5S for 1990, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No.
30-222-2, as Exhibits E-2 and E-3 , in Form U5S for 1992, File No. 30-222-2, as Exhibit E-2
in Form U5S for 1993, File No. 30-222-2, as Exhibit E-2.)
E-2 Supplements to MISSISSIPPI's personnel policies pertaining to employee loans and employee
relocation assistance-promissory note provision.
G-1 ALABAMA's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No.
1-3164, as Exhibit 27.)
G-2 GEORGIA's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No.
1-6468, as Exhibit 27.)
G-3 GULF's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No.
0-2429, as Exhibit 27.)
G-4 MISSISSIPPI's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File
No. 0-6849, as Exhibit 27.)
G-5 SAVANNAH's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File
No. 1-5072, as Exhibit 27.)
A-44
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
G-6 SOUTHERN system's consolidated Financial Data Schedule. (Designated in Form 8-K dated
February 15, 1995, File No. 1-3526, as Exhibit 27.)
H Organizational chart.
I Financial statements relating to certain exempt
wholesale generators and foreign utility
companies.
Exhibits listed above which have heretofore been filed with the
SEC pursuant to various Acts administered by the SEC, and which were
designated as noted above, are hereby incorporated herein by reference
and made a part hereof with the same effect as if filed herewith.
</TABLE>
A-45
<PAGE>
SIGNATURE
The undersigned registered holding company has duly caused this
annual report to be signed on its behalf by the undersigned thereunto
duly authorized pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
THE SOUTHERN COMPANY
Date: April 28, 1995 By /s/ W. L. Westbrook
W. L. Westbrook
Financial Vice President
A-46
Exhibit A-7
MODIFIED
Form U-13-60
ANNUAL REPORT
For The Period
Beginning January 1, 1994 and Ending December 31, 1994
To The
U.S. SECURITIES AND EXCHANGE COMMISSION
Of
SOUTHERN ELECTRIC INTERNATIONAL, INC.
(Exact Name of Reporting Company)
A Subsidiary Company
Date of Incorporation July 29, 1981. If not incorporated
Date of Organization______________
State or Sovereign Power under which Incorporated or Organized
State of Delaware
Location of Principal Executive Offices of Reporting Company
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
Report filed pursuant to File Number 70-6599
Name, title, and address of officer to whom correspondence
concerning this report should be addressed:
James A. Ward Controller 900 Ashwood Parkway, Suite 500
(Name) (Title) (Address)
Name of Principal Holding Company under which Reporting Company is
Organized:
THE SOUTHERN COMPANY
<PAGE>
2
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Description of Schedules and Accounts Schedule or Page
Account Number Number
- -----------------------------------------------------------------------------
COMPARATIVE BALANCE SHEET Schedule I 3-4
COMPANY PROPERTY Schedule II 5-6
ACCUMULATED PROVISIONS FOR DEPRECIATION
AND AMORTIZATION OF COMPANY PROPERTY Schedule III 7
INVESTMENTS Schedule IV 8
ACCOUNTS RECEIVABLE FROM ASSOCIATE
COMPANIES Schedule V 9
MISCELLANEOUS DEFERRED DEBITS Schedule IX 10
PROPRIETARY CAPITAL Schedule XI 11
LONG TERM DEBT Schedule XII 12
CURRENT AND ACCRUED LIABILITIES Schedule XIII 13
NOTES TO FINANCIAL STATEMENTS Schedule XIV 14
COMPARATIVE INCOME STATEMENT Schedule XV 15
ANALYSIS OF BILLING-ASSOCIATE
COMPANIES Account 457 16
ANALYSIS OF BILLING-NONASSOCIATE
COMPANIES Account 458 17
SCHEDULE OF EXPENSE BY DEPARTMENT OR
FUNCTION Schedule XVII 18-19
DEPARTMENTAL ANALYSIS OF SALARIES Account 920 20
DISPOSITION OF INTELLECTUAL PROPERTY Account 928 21
MISCELLANEOUS GENERAL EXPENSES Account 930.2 22
TAXES OTHER THAN INCOME TAXES Account 408 23
DONATIONS Account 426.1 24
OTHER DEDUCTIONS Account 426.5 25
NOTES TO STATEMENT OF INCOME Schedule XVIII 26
FINANCIAL DATA SCHEDULE Schedule XIX 27
OUTSIDE SERVICES EMPLOYED Schedule XX 28
ORGANIZATION CHART 29-31
<PAGE>
3
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
SCHEDULE 1 - COMPARATIVE BALANCE SHEET
Give balance sheet of the Company as of December 31 of the current and
prior year. (Note: Amounts are in thousands of dollars)
ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31
CURRENT PRIOR
COMPANY PROPERTY
101 Company Property (Schedule II) 8,797 6,661
107 Construction work in progress (Schedule II) - -
Total Property 8,797 6,661
108 Less accumulated provision for depreciation and
amortization of company property (Schedule III) (3,757) (3,000)
Net Company Property 5,040 3,661
INVESTMENTS
123 Investments in associate companies - -
124 Other Investments (Schedule IV) - -
Total Investments - -
CURRENT AND ACCRUED ASSETS
131 Cash 15,742 268
134 Special deposits 1,084 1,669
135 Working funds 130 124
136 Temporary cash investments (Schedule IV) - -
141 Notes Receivable 35 34
143 Accounts Receivable 5,733 5,919
144 Accumulated provision for uncollectable accounts (196) (189)
146 Accounts receivable from associate companies
(Schedule V) 24,048 14,654
152 Fuel stock expenses undistributed - -
154 Materials and supplies 267 73
163 Stores expenses undistributed - -
165 Prepayments 205 240
174 Miscellaneous current and accrued assets 2,469 4,039
Total Current and Accrued Assets 49,517 26,831
DEFERRED DEBITS
181 Unamortized debt expense - -
184 Clearing accounts - -
186 Miscellaneous deferred debits (Schedule IX 78 9
188 Research, development, or demonstration
expenditures - 155
190 Accumulated deferred income taxes 14,093 11,978
Total Deferred Debits 14,171 12,142
TOTAL ASSETS AND OTHER DEBITS 68,728 42,634
<PAGE>
4
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
SCHEDULE I - COMPARATIVE BALANCE SHEET
ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31
CURRENT PRIOR
- -------------------------------------------------------------------------------
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) 100 100
211 Miscellaneous paid-in capital (Schedule XI) 92,926 67,817
215 Appropriated retained earnings (Schedule XI) - -
216 Unappropriated retained earnings (Schedule XI) (80,315) (59,468)
Total Proprietary Capital 12,711 8,449
LONG TERM DEBT
223 Advances from associate companies (Schedule XII) - -
224 Other long-term debt (Schedule XII) - -
225 Unamortized premium on long-term debt - -
226 Unamortized discount on long-term debt-debit - -
Total long-term debt - -
CURRENT AND ACCRUED LIABILITIES
231 Notes Payable - -
232 Accounts payable 13,342 9,510
233 Notes payable to associate companies
(Schedule XIII) - -
234 Accounts payable to associate companies
(Schedule XIII) 4,515 6,066
236 Taxes accrued 1,532 -
237 Interest accrued - -
238 Dividends declared - -
241 Tax collections payable 305 -
242 Miscellaneous current and accrued liabilities
(Schedule XIII) 35,198 18,262
Total current and accrued liabilities 54,892 33,838
DEFERRED CREDITS
253 Other deferred credits 1,125 347
255 Accumulated deferred investment tax credits - -
Total Deferred Credits 1,125 347
282 ACCUMULATED DEFERRED INCOME TAXES -
TOTAL LIABILITIES AND PROPRIETARY CAPITAL 68,728 42,634
<PAGE>
5
<TABLE>
<CAPTION>
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL , INC.
For the Year Ended December 31, 1994
SCHEDULE II - COMPANY PROPERTY
<S> <C> <C> <C> <C> <C> <C>
START OF YEAR END OF YEAR
BALANCE RETIRED OR OTHER CHANGES BALANCE
DESCRIPTION ADDITION SOLD
COMPANY PROPERTY
- ------------------------------------------------------------------------------------------------------------------------
Account
301 ORGANIZATION - - - - -
303 MISCELLANEOUS INTANGIBLE PLANT 1,568 - - - 1,568
304 LAND AND LAND RIGHTS 210 - - - 210
305 STRUCTURES AND IMPROVEMENTS - - - - -
306 LEASEHOLD IMPROVEMENTS 1/ 596 659 328 (118) 809
307 EQUIPMENT 1/ , 2/ 3,176 910 4 - 4,082
308 OFFICE FURNITURE AND EQUIPMENT 1/ 938 1,154 115 - 1,977
309 AUTOMOBILES, OTHER VEHICLES
AND RELATED GARAGE EQUIPMENT 120 88 57 - 151
310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - -
311 OTHER COMPANY PROPERTY 3/ 53 - 53 - -
SUB-TOTAL 6,661 2,811 557 (118) 8,797
107 CONSTRUCTION WORK IN PROGRESS - - - - -
TOTAL 6,661 2,811 557 (118) 8,797
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
Purchase of computer hardware: $ 910
Purchase of office furniture: 1,154
Lease of Additional Space: 659
<PAGE>
6
SCHEDULE II CONTINUED
2/ SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE
COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT
ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:
BALANCE
AT CLOSE
SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR
- -----------------------------------------------------------------------------
Computer Software - 1,568
Computer Hardware 910 4,082
3/ DESCRIBE OTHER COMPANY PROPERTY:
Reproduction equipment
4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS:
Not Applicable
<PAGE>
7
<TABLE>
<CAPTION>
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL , INC.
For the Year Ended December 31, 1994
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
CHARGED TO OTHER CHANGES
START OF YEAR ACCOUNT 403 ADD (DEDUCT) END OF YEAR
BALANCE /2 RETIREMENTS BALANCE
DESCRIPTION
COMPANY PROPERTY
<S> <C> <C> <C> <C> <C> <C>
Account
301 ORGANIZATION - - - - -
303 MISCELLANEOUS INTANGIBLE PLANT 841 253 - - 1,094
304 LAND AND LAND RIGHTS - - - - -
305 STRUCTURES AND IMPROVEMENTS - - - - -
306 LEASEHOLD IMPROVEMENTS 299 130 327 - 102
307 EQUIPMENT 1,279 745 - - 2,024
308 OFFICE FURNITURE AND FIXTURES 446 123 90 - 479
309 AUTOMOBILES, OTHER VEHICLES
AND RELATED GARAGE EQUIPMENT 83 33 58 - 58
310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - -
311 OTHER COMPANY PROPERTY 52 - 52 - -
TOTAL 3,000 1,284 527 - 3,757
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
2/ Amortization expense of $45, included on Schedule XV is related to product
development and is charged to development expenditures (Account 188) rather
than accumulated depreciation.
<PAGE>
8
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE IV - INVESTMENTS
INSTRUCTIONS: Complete the following schedule concerning investments.
Under account 124, "Other Investments", state each
investment separately, with description, including the
name of issuing company, number of shares or principal
amount, ect.
BALANCE AT
BEGINNING OF BALANCE AT
YEAR CLOSE OF YEAR
- -------------------------------------------------------------------------------
DESCRIPTION
ACCOUNT 124 - OTHER INVESTMENT
NOT APPLICABLE - -
TOTAL - -
<PAGE>
9
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
INSTRUCTIONS: Complete the following schedule listing accounts
receivable from each associate company. Where the company
has provided accommodation or convenience payments for
associate companies, a separate listing of total payments
for each associate by subaccount should be provided.
BALANCE AT
BEGINNING OF BALANCE AT
DESCRIPTION YEAR CLOSE OF YEAR
ACCOUNT 146 - ACCOUNTS RECEIVABLE
FROM ASSOCIATE COMPANIES:
Joint Venture 11 -
Alabama Power Co. - 101
Georgia Power Co. - 160
Gulf Power Co. - -
Mississippi Power Co. - -
Southern Company Services 109 1,084
Provision for Income Tax - The Southern Company 1,197 -
Southern Nuclear Operating Company 3 4
Southern Electric Wholesale Generators, Inc. 194 10
Southern Electric International Birchwood, Inc. 7,064 805
Southern Electric International Holdings, Inc. 2,517 78
Southern Electric Holdings III, Inc. 2,975 1,935
Hidroelectric Alicura, S.A. 584 105
Mobile Energy Services Company (MESCO) - 11,249
Southern Electric International Birchwood Dev. - 16
Edelnor - 882
Southern Electric Holdings, IX - 5,440
Birchwood Power Partners - 738
Southern Electric Holdings X - 6
Southern Electric Holdings VIII - 11
Electrica SEI Chile Limitada - 590
Inversiones SEI Chile Limitada - 362
Southern Electric Bahamas, Ltd - 468
Southern Electric Holdings IV - 4
TOTAL 14,654 24,048
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: TOTAL
PAYMENTS
Not Applicable -
TOTAL PAYMENTS -
<PAGE>
10
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL , INC.
For the year Ended December 31, 1994
SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS
INSTRUCTION: Provide detail of items in this account. Items less than $10,000
may be grouped by class showing the number of items in each class.
BALANCE AT BEGINNING
OF YEAR BALANCE AT
DESCRIPTION CLOSE OF YEAR
ACCOUNT 186 - MISCELLANEOUS
DEFERRED DEBITS 1\
9 78
TOTAL 9 78
1\ Miscellaneous Deferred Debits: $ 78 for Income Tax Advances &
Withholdings (Operadora).
<PAGE>
<TABLE>
<CAPTION>
11
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XI
PROPRIETARY CAPITAL
<S> <C> <C> <C> <C> <C>
NUMBER OF
SHARES PAR OR STATED VALUE
ACCOUNT NUMBER CLASS OF STOCK AUTHORIZED PER SHARE OUTSTANDING CLOSE OF PERIOD
NO. OF SHARES TOTAL AMOUNT
201 COMMON STOCK ISSUED 1,000 $100 1,000 100
INSTRUCTIONS: Classify amounts in each account with brief explanation,
disclosing the general nature of transactions which give rise
to the reported amounts.
D E S C R I P T I O N AMOUNT
ACCOUNT 211 MISC. PAID IN CAPITAL 92,926
ACCOUNT 215 APPROPRIATED RETAINED EARNINGS
TOTAL 92,926
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
BALANCE AT
BEGINNING OF NET INCOME OR BALANCE AT
D E S C R I P T I O N YEAR (LOSS) DIVIDENDS PAID CLOSE OF YEAR
ACCOUNT 216 UNAPPROPRIATED RETAINED EARNINGS (59,468) (20,847) - (80,315)
TOTAL (59,468) (20,847) - (80,315)
</TABLE>
<PAGE>
12
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XII
LONG-TERM DEBT
<TABLE>
<CAPTION>
<S> <C>
INSTRUCTIONS: Advances from parent and associate companies should be reported separately for advances on notes, and advances on
open accounts. Names of associate companies from which advances were received shall be shown under the class and
series of obligation column. For Account 224 - Other Long Term Debt provide the name of creditor company or
organization, terms of the obligation, date of maturity,interest rate, and the amount authorized and outstanding.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TERMS OF OBLIG BALANCE AT BALANCE
N A M E O F C R E D I T O R CLASS & SERIES DATE OF INTEREST AMOUNT BEGINNING (1) AT CLOSE
OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS DEDUCTIONS OF YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
ACCOUNT 223 - ADVANCES FROM PARENT
AND ASSOCIATE COMPANIES: - 25,109 25,109 -
(see explanation 1)
ACCOUNT 224 - OTHER LONG -TERM DEBT:
Not Applicable
TOTAL - 25,109 25,109 -
(1) GIVE AN EXPLANATION OF DEDUCTIONS: $25,109 of debt converted to equity.
</TABLE>
<PAGE>
13
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
INSTRUCTIONS: Provide balance of notes and accounts payable to each
associate company. Give description and amount of miscellaneous
current and accrued liabilities. Items less than $10,000 may be
grouped, showing the number of items in each group.
BALANCE AT BALANCE AT
BEGINNING CLOSE OF
D E S C R I P T I O N OF YEAR YEAR
- ------------------------------------------------------------------------------
ACOUNT 233 - NOTES PAYABLE TO ASSOCIATE
COMPANIES:
THE SOUTHERN COMPANY - -
TOTAL - -
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE
COMPANIES :
ALABAMA POWER COMPANY 214 35
GEORGIA POWER COMPANY 202 511
GULF POWER COMPANY 11 -
MISSISSIPPI POWER COMPANY 19 6
SOUTHERN COMPANY SERVICES 2,051 1,690
SOUTHERN ELECTRIC WHOLESALE GENERATORS 2,035 -
SOUTHERN ELEC INT'L. HAWAIIAN
COGENERATORS 1,346 347
HIDROELECTRIC ALICURA, S.A. - 173
BIRCHWOOD POWER PARTNERS - 1,748
BEMBERG 188 -
ELECTRICIDAD - 5
TOTAL 6,066 4,515
ACCOUNT 242 - MISCELLANEOUS CURRENT AND
ACCRUED LIABILITIES:
Accrued Pensions 1,461 3,366
Scott Credit Union W/H - 17
Alabama Credit Union W/H - 2
Employee Flex Care 15 6
Accrued Post Retirement Medical 1,442 3,884
Accrued Bonuses - Home Office 1,766 2,420
Accrued Bonuses - Plant 184 144
Accrued Incentive Payable 128 486
Employee Group Insurance Premiums Withheld 10 9
Billing in Excess of Cost on Uncompleted Contracts 1,764 23,185
Vacation Clearing Prior Year 761 917
Loss Provision 10,704 747
ESP and ESOP - 3
Turnover Tax Payable 2 -
VAT "Debit" 22 -
MESCO Insurance / Union Dues - 8
Miscellaneous 3 4
TOTAL 18,262 35,198
<PAGE>
14-A
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Southern Electric International, Inc. ("SEI" or the "Company"), a wholly owned
subsidiary of The Southern Company ("Southern"), is engaged in the engineering,
construction, operation, maintenance, and ownership of cogeneration and
independent power facilities as well as marketing to utilities and industrial
concerns the technical expertise of the Southern electric system in developing,
maintaining, and operating electric power systems.
SEI also owns 99% of SEI Operadora del Argentina, S.A., incorporated in 1993 for
the purpose of providing operational and maintenance services to Hidroelectrica
Alicura, S.A.
Basis of Consolidation and Presentation
All material intercompany items have been eliminated in consolidation.
Statement of Cash Flows
For purposes of the statements of cash flows, temporary investments (securities
with maturities of 90 days or less) are considered cash equivalents.
Cash paid for interest during the years ended December 31, 1994 and 1993
was approximately $500 and $51,000, respectively, and is net of amounts
capitalized. Cash refunded for income taxes during 1994 and 1993 was
approximately $11,800,000 and $6,500,000, respectively.
Revenue Recognition
Revenues from engineering and other service contracts and agreements are
recognized using the percentage-of-completion method. The extent of progress
toward completion is measured by comparing the percentage of costs incurred to
date to total estimated costs on each contract. Provisions for estimated losses
on uncompleted contracts are charged to income in full when such losses become
probable and are reasonably estimable.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization
are provided using the straight-line method over the estimated economic lives of
the related assets (ranging from 3 years to 12 years). Leasehold improvements
are amortized over the shorter of the terms of the respective leases or the
useful lives of the improvements.
Upon the retirement or sale of assets, the cost of such assets and the related
accumulated depreciation are removed from the accounts and the gain or loss, if
any, is credited or charged to income.
<PAGE>
14-B
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
Income Taxes
The Company provides deferred income taxes for all significant income tax
temporary differences in accordance with Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." SFAS No. 109 requires, among other things, the
use of an asset and liability method for the recognition of deferred tax
liabilities and assets. See Note 4 for additional information about SFAS No.
109.
Project Development Costs
SEI capitalizes and simultaneously fully reserves for development costs for
projects in which a milestone has not yet been achieved but whose likelihood of
success is probable. At December 31, 1994 and 1993, SEI had capitalized and
fully reserved for approximately $13,000,000 and $6,190,000, respectively, in
development costs.
Reclassifications
Certain 1993 amounts have been reclassified to conform with the 1994 financial
statement presentation.
2. PENSION AND OTHER EMPLOYEE COSTS
SEI participates in the Pension Plan for Employees of Southern Company Services,
Inc., a defined benefit, trusteed, noncontributory plan covering substantially
all regular employees.
The following table sets forth SEI's portion of the defined benefit plan's
funded status as of December 31, 1994 and 1993 (in thousands):
1994 1993
----- ------
Actuarial present value of benefit obligations:
Vested benefits $ (6,103) $(2,415)
Nonvested benefits (471) (392)
--------- --------
Accumulated benefit obligation (6,574) (2,807)
Additional amounts related to projected salary
increases (3,665) (2,065)
--------- --------
Projected benefit obligation (10,239) (4,872)
Less:
Fair value of plan assets, primarily equity and
fixed income securities 7,053 4,045
Unrecognized net gain (333) (889)
Unrecognized net transition obligation 157 170
Unrecognized prior service cost (69) 85
--------- --------
Accrued pension costs recognized in the
accompanying balance sheets $ (3,431) $(1,461)
========= ========
The actuarial present value of the projected benefit obligation was
determined using a discount rate of 8% for 1994 and 7.5% for 1993 and a rate of
increase in future compensation levels of 5.5% for 1994 and 5% for 1993. The
expected long-term rate of return on assets was 8.5% for 1994 and 1993.
<PAGE>
14-C
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
The net periodic pension cost for 1994 and 1993 included the following
components (in thousands):
1994 1993
------ ------
Service cost--benefits earned $558 $476
Interest cost on projected benefit obligation 395 298
Actual return on plan assets 87 (452)
Net amortization and deferrals (382) 234
---- ----
Net periodic pension cost $658 $556
==== ====
Postretirement Benefits
SEI also provides certain medical care and life insurance benefits for retired
employees. Substantially all employees may become eligible for these benefits
when they retire.
Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers
Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 106
requires that medical care and life insurance benefits for retired employees be
accounted for on an accrual basis using a specified actuarial method,
benefit/years-of-service. The costs of such benefits recognized by the Company
in 1994 and 1993 were approximately $311,000 and $1,163,000, respectively.
The 1993 transition obligation, totaling approximately $1,163,000, was accounted
for as a one-time charge to earnings and, accordingly, is included as a
cumulative effect of change in accounting principle in the accompanying
statement of operations for the year ended December 31, 1993.
The funded status of the medical and life plans at December 31, 1994 and 1993
was as follows (in thousands):
<TABLE>
<CAPTION>
1994 1993
---------------- -----------------
Medical Life Medical Life
------- ---- -------- ----
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligation:
Retirees $ 109 $134 $100 $110
Employees eligible to retire 547 54 21 0
Other 2,410 505 669 263
----- ---- ---- ----
Accumulated benefit obligation 3,066 693 790 373
Less fair value of plan assets 0 0 0 0
----- ---- ---- ----
Accrued liability recognized in the balance sheet $3,066 $693 $790 $373
====== ==== ==== ====
</TABLE>
The discount, future compensation, and expected long-term return on assets rates
used for pensions above were also used in measuring the postretirement benefit
obligation. The weighted average medical care cost trend rate was 10.5% for
1994, decreasing gradually to 6% through the year 2000 and remaining at that
level thereafter. An annual increase in the assumed medical care cost trend rate
by 1% would increase the accumulated postretirement benefit obligation for the
medical portion of the plan as of December 31, 1994 by approximately $613,000
and the aggregate of the service cost and interest cost components of the net
retiree medical cost by approximately $80,000.
<PAGE>
14-D
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
The components of the plan's net costs are shown below (in thousands):
<TABLE>
<CAPTION>
1994 1993
----------------- -----------------
Medical Life Medical Life
------- ------ -------- ------
<S> <C> <C> <C> <C>
Benefits earned during the year $200 $52 $141 $46
Interest costs on accumulated projected benefit
obligation 85 31 63 29
---- --- ---- ---
Net postretirement costs $285 $83 $204 $75
==== === ==== ===
</TABLE>
3. OPERATING LEASES
SEI has entered into noncancelable operating leases for office space. The
expenses under these leases were approximately $804,299 in 1994 and $778,000 in
1993. These leases contain certain concessions and escalation's; therefore, rent
expense is recognized on a straight-line basis over the lease terms. The future
rental obligations for the remaining lease terms are as follows (in thousands):
1995 $ 945,603
1996 976,024
1997 1,006,455
1998 1,036,875
1999 and thereafter 2,071,222
-----------
Total minimum lease commitments
$6,036,179
==========
4. INCOME TAXES
Effective January 1, 1993, SEI adopted SFAS No. 109, "Accounting for Income
Taxes." SFAS No. 109 requires the use of an asset and liability approach for
financial accounting and reporting for income taxes. The adoption of SFAS No.
109 resulted in cumulative adjustments that had no material effect on 1993
consolidated net income.
A detail of the benefit for income taxes is set forth below (in thousands):
1994 1993
------ ------
Current benefit $ 7,654 $6,234
Deferred benefit 3,163 2,212
------- ------
$10,817 $8,446
======= ======
<PAGE>
14-E
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
The tax effects of temporary differences between the carrying amounts of
assets and liabilities in the financial statements and their respective bases,
which give rise to deferred tax assets and liabilities, are as follows:
<TABLE>
<CAPTION>
1994 1993
-------------------------- ---------------------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
---------- ----------- -------- -----------
<S> <C> <C> <C> <C>
Accelerated depreciation $ 0 $ 117 $ 0 $ 111
Costs in excess of billings for contracts 0 133 0 2,166
Billings in excess of costs for contracts 1,069 0 915 0
Contract loss provisions 1,342 0 7,563 0
Deferred bidding expenses 7,653 0 1,684 0
Other 4,463 807 4,127 563
Deferred tax asset valuation allowance (107) 0 (305) 0
------- ------ ------- ------
Total 14,420 1,057 13,984 2,840
Less current portion 5,782 218 4,320 2,166
------- ------ ------- ------
Total noncurrent $ 8,638 $ 839 $ 9,664 $ 674
======= ====== ======= ======
</TABLE>
A reconciliation of the statutory federal tax rate to the effective federal tax
rate is as follows:
1994 1993
---- ----
Effective tax rate 35% 37%
Other, net 0 (2)
--- ---
Statutory federal tax rate 35% 35%
=== ===
SEI and the other subsidiaries of Southern file a consolidated federal tax
return. Under a joint consolidated income tax agreement, each company's current
and deferred tax expense is computed on a stand-alone basis. Under this
agreement, SEI received tax refunds of approximately $11,800,000 and $6,500,000
during 1994 and 1993, respectively.
5. REVENUES FROM MAJOR CUSTOMERS
During the year ended December 31, 1994, revenues generated from contracts
with affiliates accounted for approximately 85% of revenue earned. During the
year ended December 31, 1993, revenues generated from one contract accounted for
approximately 21% of revenue earned.
6. RELATED-PARTY TRANSACTIONS
Additional Equity Contributions
Effective May 26, 1994, Southern converted $25,100,000 in principal amount
of notes payable to Southern to equity. This amount has been recorded as an
increase in additional paid-in capital in the accompanying balance sheet at
December 31, 1994.
Effective December 31, 1993, Southern converted $6,941,000 in principal
amount of notes payable to Southern to equity. This amount has been recorded as
an increase in additional paid-in capital in the accompanying balance sheet at
December 31, 1993.
<PAGE>
14-F
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
Notes Payable
In certain instances, Southern acts as surety, guarantor, or indemnifier of SEIs
performance of its contractual obligations. Southern's board of directors and
the Securities and Exchange Commission have authorized up to $300,000,000 of
such commitments by Southern. Current utilization under this authority is
approximately $202,500,000 and $2,500,000 as of December 31, 1994 and 1993,
respectively.
Related-Party Services
SEI has agreements with Southern Company Services, Inc. and each of the system
operating companies under which those companies provide the following services
to SEI at cost: general engineering, design engineering, accounting and
statistical budgeting, business promotion and public relations, systems and
procedures, training, and administrative and financial services. In addition to
these services, certain facilities of the system companies are made available to
SEI and its customers. SEI reimburses the service company and the various
operating companies at cost for these services. Such costs amounted to
approximately $15,066,695 and $21,258,000 in 1994 and 1993, respectively.
7. WOOD GASIFICATION PROJECT
During 1991, SEI recorded a loss provision of approximately $20,903,000 related
to its wood gasification project with a paper company in Macon, Georgia. The
provision included asset write-offs and an estimate of future costs to terminate
the project. Subsequent to 1991, the loss provision was reduced as termination
costs were incurred and when SEI reached an agreement to terminate the project
and remove its leased equipment from the paper plant in exchange for a
$2,000,000 payment.
On March 31, 1994, SEI purchased the equipment from the lessor for
$7,444,000. As a result of the sale, the reserve for loss on the wood
gasification project was reduced by approximately $7,906,000 during 1994. The
majority of the remaining equipment is expected to be sold during 1995.
8. CONTINGENCIES
Litigation With Former President
In October 1991, a former SEI president filed suit in the Superior Court of
DeKalb County (Georgia) against Southern, SEI, and an executive vice president
of Southern. The plaintiff alleged defamation, breach of contract, and
intentional infliction of emotional distress arising from his termination as
president of SEI. Judgment in favor of the plaintiff was awarded by the court
during 1994 in the amount of $2,700,000 plus legal costs of approximately
$2,000,000. As of December 31, 1994, SEI has filed an insurance claim for an
amount equal to the total judgment. In the opinion of management, any portion of
the judgment ultimately deemed uninsurable will not have a material adverse
impact on the results of operations or financial position of the Company.
Other Matters
The Company is subject to other legal actions and claims arising in the
ordinary course of business. In the opinion of management, the disposition of
these matters will not have a material adverse impact on the results of
operations or financial position of the Company
<PAGE>
14-G
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any accounts thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
9. DISCONTINUED OPERATIONS
Wholesale Generators
On January 18, 1993, the board of directors of SEI adopted a plan to dispose of
the exempt wholesale generator (EWG) operations of SEI which consisted of
investments in Hawaiian Cogenerators, Inc., SEI Birchwood, Inc., and Birchwood
Development Corp.
Effective February 5, 1993, SEI transferred the net assets of the EWG operation
to Southern in the form of a tax-free dividend. Southern subsequently
transferred these assets to its wholly owned subsidiary, Southern Electric
Wholesale Generators, Inc., in the form of a tax-free dividend.
The net liabilities of the EWG operations were $1,244,000 at February 5, 1993.
The disposal of the EWG operations has been accounted for as a discontinued
operation. Accordingly, its operating results are segregated and reported as
discontinued operations in the accompanying statements of operations. Prior year
financial statements have been reclassified to conform to the current year
presentation.
Consulting Services
During 1993, SEI adopted a plan to dispose of certain noncore consulting
operations of the Company. The net assets of these operations are to be
transferred to Southern during 1995 in the form of a tax-free dividend and, in
turn, transferred to a separate wholly owned subsidiary of Southern. As such,
the results of operations and net assets (liabilities) attributable to these
consulting services are presented as discontinued operations in the accompanying
statements of operations and balance sheets, respectively.
<PAGE>
15
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XV
STATEMENT OF INCOME
CURRENT PRIOR
ACCOUNT D E S C R I P T I O N YEAR YEAR
- ------------------------------------------------------------------------------
INCOME
457 Charges rendered to associate companies 134 -
458 Services rendered to non-associate companies 105,517 30,387
421 Miscellaneous income or loss 590 271
Total Income 106,241 30,658
EXPENSES
920 Salaries and wages 12,855 11,159
921 Office supplies and expenses 5,514 5,238
922 Administrative expense transferred - credit (4,092) (1,760)
923 Outside services employed 113,670 31,709
924 Property insurance 425 222
925 Injuries and damages 148 110
926 Employee pensions and benefits 4,145 4,592
928 Disposition of intellectual property - -
930.1 General advertising expense 33 101
930.2 Miscellaneous general expenses 622 3,557
931 Rents 1,573 998
932 Maintenance of structures and equipment 311 46
403 Depreciation and amortization expense 1,332 1,276
408 Taxes other than income taxes 1,355 1,033
409 Income taxes (8,560) (8,071)
410 Provision for deferred income taxes (922) (49)
411 Provision for deferred income taxes - credit (1,568) (2,163)
411.5 Investment tax credit - -
Foreign taxes 169 111
426.1 Donations 77 4
426.5 Other deductions 1 2
427 Interest on long-term debt - 11
430 Interest on debt to associate companies - -
431 Other interest expense - -
Total Expense 127,088 48,126
Net Income or (Loss) (20,847) (17,468)
INSTRUCTION: Provide a schedule briefly describing types of intercompany
transactions.
TRANSACTIONS WITH ASSOCIATE COMPANIES
SEI has agreements with Southern Company Services, Inc. and each of the system
operating companies under which those companies provide the following services
to SEI at cost: general engineering, design engineering, accounting and
statistical, rates, budgeting, business promotion and public relations, systems
and procedures, training, administrative, and financial services. In addition to
these services, certain facilities of the system companies are made available to
SEI and its customers.
The service company and operating companies provide technical direction and
management of the services provided to SEI and its customers. SEI reimburses the
service company and operating companies at cost for these services.
<PAGE>
16
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
ANALYSIS OF BILLINGS
CHARGES FOR INTELLECTUAL PROPERTY TO
ASSOCIATE COMPANIES
ACCOUNT 457
TOTAL
NAME OF ASSOCIATE COMPANY AMOUNT
BILLED
Georgia Power Company 65
Alabama Power Company 46
Mississippi Power Compay 13
Gulf Power Company 5
Savannah Electric & Power Company 5
TOTAL 134
<PAGE>
17
<TABLE>
<CAPTION>
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
ANALYSIS OF BILLING
NON-ASSOCIATE COMPANIES
ACCOUNT 458
<S> <C> <C> <C>
DESCRIPTION TOTAL COST EXCESS OR DEFICIENCY TOTAL AMOUNT BILLED
Consulting & Engineering 9,727 (3,830) 5,897
Information Systems 1,676 - 1,676
Nuclear (1) (196) (197)
Franchises & Other 2,882 - 2,882
Operations 9,166 435 9,601
Project Management 401 1,299 1,700
Construction 79,272 395 79,667
Pooled Inventory Management (PEICO) 3,085 - 3,085
Good Cents 1,206 - 1,206
TOTAL 107,414 (1,897) 105,517
</TABLE>
INSTRUCTION: Provide a brief description of the sales and services rendered by
category in accordance with your sales and service contracts and
list the amounts applicable per category.
<PAGE>
18
<TABLE>
<CAPTION>
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE OF EXPENSE DISTRIBUTION
BY DEPARTMENT OR SERVICE FUNCTION
<S> <C> <C> <C> <C> <C>
D E S C R I P T I O N O F I T E M S TOTAL D E P A R T M E N T O R S E R V I C E F U N C T I O N
AMOUNT OVERHEAD SEI Operadora Enterprises
- -----------------------------------------------------------------------------------------------------------------------------------
920 SALARIES AND WAGES 12,855 11,956 - 899
921 OFFICE SUPPLIES AND EXPENSES 5,514 5,094 - 420
922 ADMIN EXP TRANSFERRED - CREDIT (4,092) (4,092) - -
923 OUTSIDE SERVICES EMPLOYED 113,670 102,802 564 10,304
924 PROPERTY INSURANCE 425 425 - -
925 INJURIES AND DAMAGES 148 141 - 7
926 EMPLOYEE PENSIONS AND BENEFITS 4,145 3,950 - 195
928 DISPOSITION OF INTELLECTUAL PROP - - - -
930.1 GENERAL ADVERTISING EXPENSE 33 19 - 14
930.2 MISCELLANEOUS GENERAL EXPENSE 622 306 - 316
931 RENTS 1,573 1,411 - 162
932 MAINTENANCE OF STRUCTURES & EQUIP 311 263 - 48
403 DEPRECIATION & AMORTIZATION EXP 1,332 1,250 - 82
408 TAXES OTHER THAN INCOME TAX 1,355 1,287 - 68
409 INCOME TAXES (8,560) (7,654) - (906)
410 PROVISION FOR DEFERRED INCOME TAX (922) (766) - (156)
411 PROV DEFERRED INCOME TAX - CREDIT (1,568) (2,397) - 829
FOREIGN TAXES 169 55 114 -
411.5 INVESTMENT TAX CREDIT - - - -
426.1 DONATIONS 77 77 - -
426.5 OTHER DEDUCTIONS 1 1 - -
427 INTEREST ON LONG TERM DEBT - - - -
430 INTEREST ON DEBT TO ASSOCIATE CO. - - - -
431 OTHER INTEREST EXPENSE - - - -
INSTRUCTION: Indicate each department or
service function.(See instruction
01-3 Gen'l Structure of
Acc'ting Structure
System: Uniform System Account. TOTAL EXPENSES 127,088 114,128 678 12,282
</TABLE>
<PAGE>
19
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31, 1994
SCHEDULE XVII
SCHEDULES OF EXPENSE DISTRIBUTION
BY DEPARTMENT OR FUNCTION
ACCOUNT NUMBER D E P A R T M E N T O R F U N C T I O N
920 Not needed
921
922
923
924
925
926
928
930.1
930.2
931
932
403
408
409
410
411
411.5
426.1
426.5
427
430
431
<PAGE>
20
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
SALARY NUMBER
NAME OF DEPARTMENT OR SERVICE FUNCTION EXPENSE PERSONNEL
Indicate each department or service function. TOTAL AMOUNT END OFYEAR
SOUTHERN ELECTRIC INTERNATIONAL 11,956 348
SOUTHERN DEVELOPMENT & INVESTMENT GROUP 899 16
TOTAL 12,855 364
<PAGE>
21
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
DISPOSITION OF INTELLECTUAL PROPERTY
ACCOUNT 928
INSTRUCTIONS: Provide a listing of the amount included in Account 928,
"Disposition of Intellectual Property", classifying such
expenses by associate company receiving compensation for
Disposition of Intellectual Property.
A S S O C I A T E C O M P A N Y AMOUNT
Not Applicable
TOTAL -
<PAGE>
22
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
INSTRUCTIONS: Provide a listing of the amount in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses
according to their nature. Payments and expenses permitted by
Section 321 (b) (2) of the Federal Election Campaign Act, as
amended by Public Law 94-283 in 1976 (2 U.S.C.S. 441 (b)(2) shall
be separately classified.
D E S C R I P T I O N AMOUNT
Dues and Memberships 105
Miscellaneous General Expense 366
Bad Debt Expense 151
TOTAL 622
<PAGE>
23
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income
Taxes". Separate the analysis into two groups: (1) other than
U.S. Government taxes, and (2) U.S. Government taxes. Specify
each of the various kinds of taxes and show the amounts thereof.
Provide a subtotal for each class of tax.
K I N D O F T A X AMOUNT
Other than U.S. Government:
State Unemployment 60
Real Estate and Personal Property 68
Other State and Local Taxes and Licenses 36
Sales Tax 157
Mexico Expatriate Income Tax - Employer 9
Mexico Local Payroll Tax - Employer 1
Mexico Expatriate Social Security Tax - Employer 2
Australia Expatriate Income tax - Employer (8)
Puerto Rico Income Tax - Employee Differential 14
Austria Income Tax - Employee Differential 54
Use Tax 3
Expatriate Taxes 32
Subtotal 428
U. S. Government:
FICA - Employers Portion 912
FUTA 15
Subtotal 927
TOTAL 1,355
<PAGE>
24
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS: Provide a listing of the amount included in Account 426.1
"Donations", classifying such expenses by its purpose. The
aggregate number and amount of all items less than $3,000 may
be shown in lieu of details.
<TABLE>
<CAPTION>
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT
<S> <C> <C>
16 Items (Less than $3,000 each) Employer Gift Matching Contributions 7
Institute of the Americas Pledge to Energy Conference /Project 50
Institute for Eastwest Studies Underwriter's contribution to purchase a
table at the IEWS Award Dinner 15
Forrestal Coalition Contribution to establish appropriate
federal agency and Forrestal Corporation 5
TOTAL 77
</TABLE>
<PAGE>
25
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS: Provide a listing of the amount included in Account 426.5 "Other
Deductions", classifying such expenses according to their nature.
AMOUNT
D E S C R I P T I O N NAME OF PAYEE BILLED
State & Local - Penalties/Fines State of Hawaii 1
TOTAL 1
<PAGE>
26
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding
the statement of income or any account thereof. Furnish
particulars as to any significant increase in services
rendered or expenses incurred during the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
NOT APPLICABLE
<PAGE>
27
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
FOR THE YEAR ENDED DECEMBER 31, 1994
SCHEDULE XIX - FINANCIAL DATA SCHEDULE
($ in Thousands)
If, at this time an annual report on this form is filed, the registrant is
required to submit this report and any amendments thereto electronically via
EDGAR, the registrant shall furnish a Financial Data Schedule. The Schedule
shall set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis.
<TABLE>
<CAPTION>
<S> <C> <C>
Item No. Caption Heading
1. Net Service Company Property 5,040
2. Total Investments 0
3. Total Current and Accrued Assets 49,517
4. Total Deferred Debits 14,171
5. Balancing Amount For Total Assets and Other Debits 0
6. Total Assets and Other Debits 68,728
7. Total Proprietary Capital 12,711
8. Total Long-Term Debt 0
9. Notes Payable 0
10. Notes Payable to Associate Companies 0
11. Balancing Amount For Total Current and Accrued Liabilities 54,892
12. Total Deferred Credits 1,125
13. Accumulated Deferred Income Taxes 0
14. Total Liabilities and Proprietary Capital 68,728
15. Services Rendered to Associate Companies 134
16. Services Rendered to Nonassociate Companies 105,517
17. Miscellaneous Income or Loss 590
18. Total Income 106,241
19. Salaries and Wages 12,855
20. Employee Pensions and Benefits 4,145
21. Balancing Amount For Total Expenses 110,088
22. Total Expenses 127,088
23. Net Income (Loss) (20,847)
24. Total Expenses (Direct Costs) 0
25. Total Expenses (Indirect Costs) 0
26. Total Expenses (Total) 0
27. Number Of Personnel End Of Year 364
</TABLE>
<PAGE>
28
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
For the Year Ended December 31,1994
SCHEDULE XX
OUTSIDE SERVICES EMPLOYED 923
INSTRUCTIONS: Provided below is a break down of outside services employed.
1994 1993
---- ----
Legal Fees 6,196 3,241
Accounting and Audit Fees 156 309
Alabama Power Company 452 1,010
Georgia Power Company 2,945 3,896
Gulf Power Company 13 21
Mississippi Power Company 78 114
Southern Company Services 18,613 16,217
Savannah Electric Company - -
Other Outside Companies 1\ 85,159 6,607
Joint Venture SEI/Daniel 58 294
113,670 31,709
1\ Detail of Other Ouside Companies for 1994 is as follows:
Engineering 566
Computer consulting 225
Temporary office services 288
Consulting (non financial) 6,659
Construction subcontractors (Birchwood) 70,576
Other plant operations 1,579
Financial consulting 879
Operadora expenses 564
Other 3,823
-------
85,159
<PAGE>
29
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
ORGANIZATION CHART OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
Tom Boren
President and CEO
|
|
|
- -----------------------------------------------------------------------------
| | | |
| | | |
| | | |
| | | |
Ray Hill Sam Shepard Bill Maner Tommy Chisholm
Senior Vice President Vice President Vice President Vice President
and Chief Financial Construction and and Corporate Secretary
Officer Assistant Secretary
Tom Boren
President and CEO
|
|
|
- -------------------------------------------------------------------------------
| | | |
| | | |
| | | |
| | | |
Rick Pershing Ron Leggett Karl Olsoni Marce Fuller
Vice President Vice President Treasurer and Vice President
International and O&M and Director Corporate Domestic
Assistant Secretary Engineering Finance
Tom Boren
President and CEO
|
|
|
- -------------------------------------------------------------------------------
| | | |
| | | |
| | | |
| | | |
Bob Dawson Bill Holden Chuck Whitney James Ward
Vice President Vice President Vice President Controller
Latin America & Asia & Pacific
Caribbean Rim Europe
<PAGE>
30
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC.
ORGANIZATION CHART OF SEI OPERADORA DE ARGENTINA, S.A.
Ron Leggett
President of the Board
|
|
|
Mariano Grondona
Secretary of the Board
<PAGE>
31
ANNUAL REPORT OF SOUTHERN DEVELOPMENT & INVESTMENT GROUP
ORGANIZATION CHART
ROBERT E. JONES
PRESIDENT
|
|
|
- -------------------------------------------------------------------------------
| | | | |
| | | | |
| | | | |
RON MITCHELL ARTHUR SKINNER LAURA SEAL ROBERT DUVALL MIKE RUCKER
DIRECTOR DIRECTOR FRANCHISE PROGRAM MANAGER DIRECTOR
INFORMATION SERVICES DIVISION ADMINISTRATOR GOOD CENTS MARKETING
SERVICES
Exhibit B-16
February 20, 1995
SOUTHERN COMPANY SERVICES, INC.
BY-LAWS
ARTICLE I
LOCATION OF PRINCIPAL OFFICE
OF THE CORPORATION
Section 1. The principal office of the corporation shall be
located at Birmingham, Jefferson County, Alabama; but the
corporation may also have offices in other counties, cities, and
towns in the State of Alabama and in such other places beyond the
State of Alabama as the board of directors may from time to time
appoint or the business of the corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
PLACE OF MEETING
Section 1. All meetings of the shareholders shall be held
at the principal office of the corporation, except such meetings
as the board of directors or the holders of not less than one-
tenth of all shares entitled to vote thereat shall expressly
determine shall be held elsewhere, in which case meetings may be
held upon notice as hereinafter provided at such other places
within or without the State of Alabama as may thus be fixed.
ANNUAL MEETING
Section 2. The annual meeting of the shareholders shall be
held on the first Monday in the month of May in each year if not
a legal holiday, and if a legal holiday then on the first
subsequent day which is not a legal holiday, when the
shareholders entitled to vote shall elect by ballot a board of
directors to serve until the next annual meeting of shareholders,
subject to the provisions of Section 2 of Article III hereof, and
may transact such other business as may be brought before the
meeting upon such notice as may be required by statute or by
these by-laws; provided, however, that the holder of all the
issued and outstanding capital stock of the corporation may fix
another day for such annual meeting of shareholders in any
particular year by delivering to the secretary of the corporation
prior to the day for the holding of such meeting as hereinabove
provided, a statement signed by such holder setting forth the
date fixed by it pursuant hereto on which such annual meeting
shall be held.
<PAGE>
2.
SPECIAL MEETINGS
Section 3. Special meetings of the shareholders may be
called at any time by the chairman of the executive committee or
by the chairman of the board or by a vice-chairman of the board
or by the president or by the board of directors or by the
executive committee or by the holders of not less than one-tenth
of all the shares entitled to vote thereat. No business may be
transacted at any such special meeting except that referred to in
the notice, or in a supplemental notice also given in compliance
with the provisions hereof, and except such business as may be
germane or supplemental to that stated in such notice or notices.
NOTICE OF MEETINGS
Section 4. Written notice of the place, day and hour of
holding all meetings shall, unless waived, be mailed or delivered
personally to each shareholder entitled to vote, at least ten but
not more than fifty days prior to the meeting, at his address as
it appears on the stock transfer books of the corporation, unless
by statute other or further notice is required, and in this event
the required statutory notice shall be given; and, in the case of
special meetings, or meetings required by statute to be held for
any special purpose, or annual meetings at which special action
is to be taken, the purpose thereof shall be stated in the
notice. The president, the board of directors, or other office
or persons calling the shareholders' meeting shall determine the
actual date, time and manner of delivery of the prescribed
notice.
VOTING
Section 5. At each meeting of the shareholders each holder
of capital stock of record on the date of mailing of notice
calling such meeting or upon such other record date not more than
fifty days and not less than ten days prior to the date of the
meeting as shall have been fixed by these by-laws or by
resolution of the board of directors, shall be entitled to one
vote for each share of capital stock standing in his name on the
books of the corporation. Any shareholder may vote in person or
by proxy appointed by an instrument in writing subscribed by such
shareholder or by his duly authorized attorney-in-fact. The
proxy holder need not be a shareholder. No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy. Upon the demand of any
shareholder, the vote upon any question before the meeting shall
be by ballot. All questions shall be decided by plurality vote,
except as otherwise provided by law, by the certificate of
incorporation or by these by-laws.
QUORUM
<PAGE>
3.
Section 6. The holders of a majority of all shares of stock
issued and outstanding and entitled to vote at the meeting,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the shareholders for the transaction of
business, except as otherwise provided by law, by the certificate
of incorporation, or by these by-laws. If, however, a quorum
shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present
in person or by proxy, shall have power to adjourn the meeting
from time to time without notice other than announcement at the
meeting, until the requisite amount of voting stock shall be
present or represented. At such adjourned meeting at which the
requisite amount of voting stock shall be represented, any
business may be transacted which might have been transacted at
the meting as originally notified. Every meeting of the
shareholders may be adjourned from time to time until its
business is completed, and except as provided herein or by
applicable law, no notice need be given of such adjourned
meeting.
WAIVER OF NOTICE
Section 7. Whenever any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether given before or after
the time stated therein, shall be equivalent to the giving of
such notice.
ACTION WITHOUT A SHAREHOLDERS' MEETING
Section 8. Any action required or permitted to be taken at
any annual or special meeting of the corporation's shareholders,
may be taken without a meeting, without prior notice, and without
a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of all shares entitled to
vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
NUMBER AND TERM OF OFFICE
Section 1. The property and business of the corporation
shall be managed by its board of directors consisting of not less
than three nor more than eleven directors, who shall have such
stock ownership, if any, as may be necessary for qualification as
such in accordance with the provisions of the laws of Alabama
then applicable. The number of directors of the corporation may
be increased or decreased from time to time by amendment of these
by-laws in the manner provided by law; provided, however, that no
<PAGE>
4.
decrease shall have the effect of shortening the term of any
incumbent director.
Section 2. The directors shall be elected at the annual
meeting of the shareholders, and each director shall be elected
to hold office until the next annual meeting of shareholders;
provided that in the event of failure to hold such meeting or to
hold such election at such meeting, such election may be held at
any special meeting of the shareholders called for that purpose
and the directors then in office shall continue in office until
their successors shall have been duly elected and qualified. if
the shareholders at such annual meeting or at any special meeting
called for the election of directors shall not elect the full
board of directors at such election, the directors elected may,
subject to the provisions of Section 3 of this Article III, elect
the remaining directors in the manner provided therein for the
filling of vacancies. Any director of this corporation may
resign at any time by giving written notice to the present or the
secretary of the corporation. Such resignation shall take effect
at the time specified therein; and, unless otherwise provided
therein, the acceptance of such resignation shall not be
necessary to make it effective.
VACANCIES
Section 3. In case of any vacancies in the board of
directors through any cause other than from an increase in the
number of directors, the remaining directors, even though less
than a quorum, by a majority vote thereof, may elect a successor
or successors, and the director or directors so elected shall
hold office for the unexpired term in respect of which such
vacancy occurred.
COMPENSATION
Section 4. Directors, as such, shall not receive any stated
salary for such services, but may be repaid traveling and
subsistence expenses if any, incurred in attending any meeting,
and if not paid regular compensation by an affiliated company may
receive a fee to be fixed by the board from time to time for
attendance at each regular or special meeting of the board.
Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.
REMOVAL
Section 5. Any director of this corporation may be removed
by the affirmative vote or written direction, approval, or
consent of the holders of all the issued and outstanding capital
stock of the corporation.
<PAGE>
5.
ARTICLE IV
BOARD OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The directors may hold their meetings and have
one or more offices, and may keep the books of the corporation
within or without the State of Alabama at such place or places as
they may from time to time determine, except such books and
records as are required by law to be kept in the State of
Alabama.
REGULAR MEETINGS
Section 2. Regular meetings of the board may be held
without notice at such time and place as may from time to time be
determined by the board.
SPECIAL MEETINGS
Section 3. Special meetings of the board shall be held
whenever called by direction of the chairman of the executive
committee or of the chairman of the board or of a vice-chairman
of the board or of the president or of one-third of the directors
for the time being in office. The secretary shall give notice of
special meetings either (a) by mailing at least two days before
the meeting, or (b) by delivery or personal communication, either
over the telephone or otherwise, one day before the meeting, to
each director.
TELEPHONIC MEETINGS
Section 4. Members of the board of directors or of any
committee designated thereby may participate in any meeting of
the board or such committee by means of a conference telephone or
similar communications equipment by means of which all persons
participating can hear each other at the same time and
participation by such means shall constitute presence in person
at a meeting.
QUORUM
Section 5. At all meetings of the board one-third of the
total number of directors, but not less than two directors, shall
be necessary to constitute a quorum for the transaction of
business and the act of the majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation or by
<PAGE>
6.
these by-laws. If at any meeting of the board there shall be
less than a quorum present a majority of those directors present
may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than
by announcement at such meeting which shall be so adjourned.
GENERAL POWERS
Section 6. In addition to the powers and authority by these
by-laws expressly conferred on them, the board may exercise all
such powers of the corporation and do all such lawful acts and
things as are not by statute or by the certificate of
incorporation of the corporation or by these by-laws directed or
required by be exercised or done by the shareholders.
SPECIAL POWERS
Section 7. Without prejudice to the general powers
conferred by preceding Section 6, the board of directors shall in
addition thereto have the following special powers:
(a) From time to time to make and change rules and
regulations, not inconsistent with these by-laws
for the management of the property and business of
the corporation;
(b) To purchase or otherwise acquire for the
corporation any property, rights, or privileges
which the corporation is authorized to acquire, at
such prices or consideration and generally on such
terms and conditions as they think fit; and at
their discretion to pay for the same either wholly
or partly in money, stock, or other securities or
property of the corporation;
(c) To sell, exchange, or otherwise dispose of any
property of the corporation less than all, for
such price or consideration, and generally on such
terms and conditions as they think fit; and at
their discretion to accept in whole in partial
payment therefor, money, stock, or other
securities or properties; provided, however, that
a sale, lease, mortgage, pledge, exchange, or
other disposition of all or substantially all of
the property and assets, with or without the good
will of the corporation, not made in the usual and
regular course of business shall be upon such
terms and conditions and for such consideration as
may be authorized in the manner prescribed by
applicable law, as the same may be amended or
<PAGE>
7.
altered from time to time;
<PAGE>
8.
(d) To appoint and at their discretion to remove or
suspend such subordinate officers, agents or
employees, permanently or temporarily, as they
think fit and to determine their duties and fix
and from time to time change their salaries or
employments, and to require bonds in such
instances and in such amounts and with such
sureties as they think fit;
(e) To appoint any person or corporation to accept and
hold in trust for the corporation any property
belonging to the corporation or in
which it is interested, or for any other purpose,
and to execute all such deeds and instruments and
perform such acts as may be requisite in relation
to any such trust;
(f) To determine who shall be authorized on behalf of
the corporation so sign bills, notes, receipts,
acceptances, endorsements, checks, releases,
contracts, and documents;
(g) To authorize the execution and delivery of notes
and other evidences of indebtedness of the
corporation for money borrowed or other
indebtedness incurred by the corporation; and to
authorize the execution, certification, delivery,
and sale of the mortgage bonds of the corporation,
from time to time upon such terms and conditions
as the board may approve;
(h) To delegate any of the powers of the board in the
course of the current business of the corporation,
to any standing or special committee or to appoint
any person to be the agent of the corporation with
such powers and upon such terms as they think fit.
RECORD OF PROCEEDINGS
Section 8. The board of directors shall cause a record of
their proceedings and all directors' meetings to be properly kept
by the secretary of the corporation, or by a secretary pro
tempore. The records shall be verified by the signature of the
person acting as secretary.
BOOKS OF ACCOUNT
Section 9. The board of directors shall cause regular and
correct books of account to be kept.
<PAGE>
9.
VOTING
Section 10. No member of the board shall bote on a question
in which he is interested otherwise than as shareholder, except
in the election of the president or other office or employee, or
be present at the meeting while the same is being considered, if
requested by the chairman of the meeting or the majority of those
present to retire; no action, however, shall be taken on the
question unless after such retirement there be left a quorum in
the meeting.
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES
EXECUTIVE COMMITTEE
Section 1. The board of directors may, and upon request by
the holder of the outstanding shares of the capital stock of the
corporation (herein sometimes referred to as the Shareholder)
shall, by resolution passed by a majority of the whole board in
office designate not less than two of the directors, including
the chairman of the executive committee, to constitute an
executive committee, to hold office from their designation until
the first meeting of the board of directors following the next
annual meeting of shareholders. A majority of the members of the
committee shall constitute a quorum and the committee may
establish rules of procedure for the conduct of its business.
The chairman of the executive committee shall act as chairman.
During the intervals between meetings of the board, the executive
committee shall have and may exercise all the powers of the board
of directors in the management of the property and the business
of the corporation, and shall have power to authorize the seal of
the corporation to be affixed to all instruments that may require
it; and the specific authority in the by-laws for the executive
committee to exercise a particular power shall not be construed
as a limitation upon the authority of the committee to exercise
the powers of the board in all other instances; but the board of
directors may from time to time limit the exercise of such powers
by the committee. Vacancies in the membership of the committee
shall be filled by the board of directors; but the chairman of
the executive committee may fill such vacancies pending the
action of the board of directors.
AUDIT COMMITTEE
Section 2. The board of directors may, by resolution
adopted by a majority of the whole board in office, designate no
fewer than three directors to constitute an audit committee. A
majority of the members of the audit committee shall constitute a
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10.
quorum. The board of directors shall appoint the chairman of the
audit committee. The audit committee shall assist the directors
in fulfilling their responsibilities for financial reporting,
improving and maintaining financial controls, and periodically
review the work of the corporation's external and internal
auditors, including, but not limited to, the following
activities:
(a) Recommend annually the selection of independent
auditors;
(b) Review the scope, timing, and fee of the
independent annual audit;
(c) Review the results of the independent annual
audit, any changes in accounting principles and
practices, any significant proposed adjustments,
and any unresolved disagreements with management
concerning accounting matters;
(d) Review the adequacy of the corporation's system of
internal controls;
(e) Ascertain that the independent auditors' and
internal auditors' recommendations to management
have been adequately considered and properly
implemented;
(f) Review and approve the scope of the corporation's
annual internal audit plan, as well as the results
of the internal audit function; and
(g) Review procedures designed to identify any
interests of officers or employees which conflict
with the interests of the corporation.
OTHER STANDING COMMITTEES
Section 3. The board of directors may also, by resolution
or resolutions adopted by a majority of the whole board in
office, designate one or more other standing committees as it
deems necessary and desirable. Each such committee shall consist
of at least two directors of the corporation and shall have and
may exercise the powers of the board of directors in the
management of the business and affairs of the corporation to the
extent provided in such resolution or resolutions and these by-
laws. The board of directors shall designate the name of and
appoint the chairman of each such committee. A majority of the
members of each such committee shall constitute a quorum.
ELECTION OF COMMITTEE MEMBERS
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11.
Section 4. The members of the executive committee, the
audit committee, and the other standing committees shall be
elected at the first meeting of the board of directors following
the annual meeting of shareholders or as soon thereafter as is
practicable. The members of all such committees shall hold
office until the meeting of the board of directors following the
next annual meeting of shareholders and until their respective
successors are elected. The board of directors shall have the
power to fill vacancies in, to change the membership of, and to
dissolve any such committee.
MEETINGS AND MINUTES
Section 5. The executive committee and the other committees
shall meet at such time and place as their respective chairman
may appoint. Notice of each meeting of the executive committee
and the other committees may be given by telephone, telex or
telecopy or in writing specifying the place, day, and hour
thereof. If given in writing, such notice may be served
personally at least one hour before such meeting or as otherwise
provided in these by-laws. The executive committee and each of
the other standing committees shall maintain regular minutes of
their respective proceedings. All actions taken by the executive
committee, the audit committee or any of the other standing
committees shall be reported to the board of directors at its
next succeeding meeting and shall be subject to amendment,
revision or alteration by the board of directors; provided,
however, that the rights or acts of third parties shall not be
affected by such amendment, revision or alteration. The members
of all committees shall be entitled to such fees and expenses as
may be fixed by the board of directors.
ARTICLE VI
OFFICERS
Section 1. At the first meeting of the board of directors
following the election of such board by the shareholders, the
board of directors shall elect a president, a secretary, and a
treasurer. The board of directors at such meeting or at any
other meeting may, and upon request of the Shareholder shall,
elect either a chairman of the board or a chairman of the
executive committee, or both, and may also elect one or more
vice-chairmen of the board, one or more vice presidents, one or
more assistant vice-presidents, a comptroller and one or more
assistant comptrollers, assistant secretaries and assistant
treasurers. Any two or more office may be filled by the same
person. The chairman of the executive committee, the chairman of
the board, the vice-chairman or vice-chairmen of the board and
the president shall be chosen from among the directors but the
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12.
other offices need not be directors.
Section 2. The board of directors may appoint such other
subordinate officers and agents as it shall deem necessary, who
shall have such authority and shall perform such duties as from
time to time shall be prescribed by the board of directors or the
executive committee or the chairman of the executive committee or
the chairman of the board or the president.
TERM OF OFFICE
Section 3. The officers of the corporation shall hold
office from their election, or such subsequent date as may be
fixed by the board of directors, until the first meeting of a
board of directors following its election by shareholders;
provided, however, that in the event of failure to hold an
election of officers at such meeting of the board of directors,
such election may be held at any regular meeting or any special
meeting of the directors called for that purpose and the officers
then in office shall continue in office until such election shall
have thus been held. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative
vote or written direction, approval or consent of the holders of
all the issued and outstanding capital stock of the corporation.
All officers, agents and employees other than officers appointed
by the board shall hold office at the discretion of the officer
appointing them or any senior officer, but shall be subject to
the removal by the board of directors, or the executive committee
at any time.
DUTIES OF OFFICERS MAY BE DELEGATED
Section 4. In case of the absence or inability to act of
any officer of the corporation and of any officer herein
authorized to act in his place, the board of directors or the
executive committee or the chairman of the executive committee or
the chairman of the board or the president may delegate, from
time to time, the powers or duties, or any of them, of such
officer to any other officer, or to any director, or other person
whom he may select.
SALARIES
Section 5. The salary of the chairman of the board and the
chairman of the executive committee shall be fixed by the
Shareholder, the salary of the president shall be fixed by the
board of directors, and the salary of all other officers of the
corporation shall be fixed by the president.
CHAIRMAN OF THE EXECUTIVE COMMITTEE
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13.
Section 6. The chairman of the executive committee shall be
in charge of the formation of the general policies of the
corporation. He shall preside at all meetings of shareholders
and of the executive committee at which he is present, and shall
have and may exercise all powers and duties specified herein or
incident to the position of chairman of the executive committee
and such other powers and duties as may be assigned to him from
time to time by the board of directors or by the executive
committee. During any period for which a chairman of the
executive committee has not been elected by the board of
directors pursuant to Article VII, the powers and duties of the
chairman of the executive committee specified herein shall,
subject to the board of directors and the executive committee
devolve upon and be exercised by the chairman of the board.
CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN
OF THE BOARD
Section 7. The chairman of the board shall preside at all
meetings of the board and shall have and may exercise such other
powers and duties as may be specified herein and as may be
assigned to him from time to time by the chairman of the
executive committee or by the board of directors or by the
executive committee. A vice-chairman of the board shall have and
may exercise such powers and duties as may be assigned to him
from time to time by the chairman of the board or by the chairman
of the executive committee or by the board of directors or by the
executive committee.
PRESIDENT
Section 8. The president, subject to the board of
directors, the chairman of the board, the executive committee,
and the chairman of the executive committee shall be the chief
executive officer of the corporation and shall have supervision
and charge of the conduct of the affairs of the corporation and
shall have and may exercise all other powers and duties incident
to the position of president and such other powers and duties as
may be assigned to him from time to time by the chairman of the
executive committee or by the chairman of the board or by the
board of directors or by the executive committee. In the absence
or inability to act of the chairman of the board, the president
shall have and may exercise the powers and duties of the chairman
of the board; subject, however, to the chairman of the executive
committee, the board of directors and the executive committee.
VICE-PRESIDENT
Section 9. A vice-president (any one or more of whom may be
designated by a supplementary title at the option of the board of
directors) shall perform such of the duties of the president as
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14.
may be assigned to him from time to time by the board of
directors, by the executive committee, by the chairman of the
executive committee, by the chairman of the board, by a vice-
chairman of the board or by the president. In the absence or
inability of the president to act, other than as a consequence of
a catastrophe wrought by war affecting the facilities or
personnel of the corporation, such vice-president as shall have
been designated by the board of directors for the purpose, or in
the event of the failure of the board of directors so to
designate, then the highest-salaried vice-president who is
available, shall have and possess all of the powers and discharge
all of the duties of the president, subject, however, to the
board of directors, the executive committee, the chairman of the
executive committee, the chairman of the board, and the vice-
chairman or vice-chairmen of the board. In the absence or
inability of the president to act as the result of a catastrophe
wrought by war affecting the facilities or personnel of the
corporation, the powers and duties of the president shall,
subject to the control of the board of directors, devolve
successively upon such other persons as shall have been
designated in a resolution adopted by the board of directors, and
in accordance with the order of succession set forth therein.
COMPTROLLER
Section 10. It shall be the duty of the comptroller to
maintain adequate records of all assets, liabilities, and
accounting transactions of the corporation; he shall have charge
of the installation and supervision of all accounting and
statistical records, the preparation of all financial and
statistical statements and reports, and the supervision of the
accounting methods, systems and forms in use by all departments
and shall perform such other duties as may be assigned to him
from time to time by the board of
directors, the executive committee, the chairman of the executive
committee, the chairman of the board, a vice-chairman of the
board, the president, or a vice-president.
SECRETARY
Section 11. The secretary shall, unless otherwise directed,
attend all sessions of the board and all meetings of the
shareholders and act as clerk thereof and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose, and shall perform like duties for standing committees
when required. He shall give or cause to be given notice of all
meetings of the shareholders and of the board of directors, and
of standing committees when required, and shall perform the
duties usually incident to the office of secretary and such other
duties as may be prescribed by the board of directors, the
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15.
executive committee, the chairman of the executive committee, the
chairman of the board, a vice-chairman of the board or the
president, under whose supervision he shall act. He shall keep
the stock ledger of the corporation at the office of the
corporation in the city of Birmingham, Alabama, or at such other
place as the board of directors may from time to time determine.
He shall keep the seal of the corporation in safe custody,and
when authorized, affix the same to any instrument requiring a
seal and attest the signature thereof when directed or required
to do so.
TREASURER
Section 12. It shall be the duty of the treasurer to have
the care and custody of all the funds and securities of the
corporation. He shall be accountable for the receipts and
disbursements of the funds of the corporation. He shall endorse
checks, drafts, and other instruments for the payment of money
for deposit or collection when necessary or proper and shall
deposit the same to the credit of the corporation in such
depositaries as the board of directors may designate; he shall
perform all acts incident to the position of treasurer, and such
other duties as may be assigned to him from time to time by the
board of directors, the executive committee, the chairman of the
executive committee, the chairman of the board, a vice-chairman
of the board, the president, or a vice-president. He shall, when
requested, pursuant to vote of the board of directors, give a
bond to the corporation conditioned for the faithful performance
of his duties, the expense of which shall be borne by the
corporations.
ASSISTANT VICE-PRESIDENTS, ASSISTANT COMPTROLLERS,
ASSISTANT SECRETARIES, AND ASSISTANT TREASURERS
Section 13. The assistant vice-presidents, assistant
comptrollers, assistant secretaries, and assistant treasurers
shall perform any of or all of the duties of the vice-president,
comptroller, secretary, or treasurer, as the case may be, and
such other duties as may be assigned to them from time to time.
ARTICLE VII
VACANCIES
Section 1. If the office of any officer or agent elected or
appointed by the board of directors becomes vacant for any
reason, his successor, who shall hold office for the unexpired
term in respect of which such vacancy occurred, may be elected by
the board of directors or the executive committee; but the
chairman of the executive committee, the chairman of the board, a
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16.
vice-chairman of the board, or the president may fill any such
vacancy pending such action by the board of directors or the
executive committee.
ARTICLE VIII
CERTIFICATES AND TRANSFERS OF STOCK
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the corporation
shall be numbered and shall be entered on the stock certificate
books of the corporation as they are issued. They shall exhibit
the holder's name and certify the number and class of shares of
stock owned by him in the corporation, and shall be signed by the
chairman of the board or a vice-chairman of the board or the
president or a vice-president and the secretary or an assistant
secretary and shall bear the corporate seal which may be
imprinted thereon. No certificate shall be issued unless the
stock represented thereby is fully paid up.
ISSUANCE OF STOCK
Section 2. Stock of the corporation, of any class, may be
issued by the board of directors of the corporation from time to
time for such consideration as may be fixed from time to time by
the board of directors up to the total number of such shares of
stock of the corporation at the time authorized and unissued;
provided, however, that shares having a par value shall not be
issued for a consideration less than the par value thereof.
TRANSFER OF STOCK
Section 3. The transfer of all classes of stock shall be
made and registered only by the person named in the certificate
or by attorney lawfully constituted in writing, upon surrender of
such certificate; and the corporation may keep in the hands of an
agent or other person designated for that purpose a true
statement or book showing who are the holders of the stock of the
corporation and all transfers and hypothecations thereof; and the
corporation may by its board of directors designate one or more
transfer agents and registrars for its stock, who shall perform
such duties in connection with the record of the transfer and
hypothecation thereof as may be required.
REGISTERED SHAREHOLDERS
Section 4. The corporation shall be entitled to treat each
holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any
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17.
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of
Alabama. No transfer of stock shall be valid as against the
corporation or its shareholders for any purpose until it shall
have been entered in the stock book as required by these by-laws,
by an entry showing from and to whom transferred.
ARTICLE IX
INSPECTION OF BOOKS
Section 1. The board of directors shall determine from time
to time whether and if allowed when and under what conditions and
regulations the accounts and books of the corporation (except
such as may be by statute specifically open to inspection) or any
of them shall be open to the inspection of the shareholders or
other persons interested therein, and the rights of shareholders
and others in this respect are and shall be restricted and
limited accordingly.
Section 2. The property and funds, books, correspondence
and papers of the corporation in the possession or control of any
officer or agent thereof, shall at times be subject to the
inspection of the board of directors, the executive committee or
a committee appointed for the purpose at a general meeting of the
holders of the common stock. The minutes, including the
resolutions and proceedings of the board, shall be produced when
required by a majority of the shareholders at any meeting of
shareholders.
ARTICLE X
SEAL
Section 1. The seal of the corporation shall be circular in
form and shall have inscribed thereon the name of the corporation
and the year of its incorporation, followed by the word
"Alabama", and shall have the word "Seal" inscribed in the center
thereof.
ARTICLE XI
FISCAL YEAR
Section 1. The fiscal year shall begin with the first day
of January in each year, or such other date as may be hereafter
approved by the board of directors of the corporation.
<PAGE>
18.
ARTICLE XII
NOTICES
NOTICE BY MAIL
Section 1. Whenever under the provisions of these by-laws
notice is required to be given to any shareholder, officer, or
director, it shall not be construed to mean personal notice, but
such notice may be given in writing by depositing the same in the
United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, or
to the officer or director at his address on the corporation's
records, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be thus
mailed.
<PAGE>
19.
WAIVER
Section 2. Whenever any notice is required to be given to
any shareholder or director under the provisions of the
Constitution of Alabama, or statute, or the certificate of
incorporation, or these by-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to
the giving of such notice.
UNANIMOUS CONSENT TO ACTION
Section 3. Any action which by statute, or the certificate
of incorporation, or by-laws of the corporation may be taken by
vote at a meeting of the shareholders may be taken without a
meeting if a consent and approval in writing, setting forth the
action so taken, shall be signed by the holders of all of the
issued and outstanding capital stock of the corporation entitled
to vote with respect to the subject matter thereof.
ARTICLE XIII
AMENDMENTS
Section 1. The by-laws of the corporation may be altered,
amended or repealed by new by-laws adopted at any duly convened
meeting of the board of directors, by the vote of a majority of
the entire board then in office, except as to any by-law defining
a quorum, at shareholders' meetings. Any by-law of the
corporation may be altered, amended or repealed at any duly
convened meeting of the shareholders by the vote of the holders
of the majority of the stock issued and outstanding and entitled
to vote at such meeting, in accordance with the provisions of the
laws of Alabama, the certificate of incorporation, or other
certificate filed pursuant to law, and these by-laws.
ARTICLE XIV
INDEMNIFICATION AND RELATED MATTERS
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of
department managers (but not positions below the level of
department managers) (such positions being hereinafter referred
to as "Management Positions") and who was or is a party or was or
is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
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20.
that he is or was a director of the corporation or officer or
employee of the corporation holding one or more Management
Positions, or is or was serving at the request of the corporation
as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, shall be indemnified by the corporation
as a matter of right against any and all expenses (including
attorneys' fees) actually and reasonably incurred by him and
against any and all claims, judgments, fines, penalties,
liabilities and amounts paid in settlement actually incurred by
him in defense of such claim, action, suit or proceeding,
including appeals, to the full extent permitted by applicable
law. The indemnification provided by this Section shall inure to
the benefit of the heirs, executors and administrators of such
person.
Expenses (including attorneys' fees) incurred by a director
of the corporation or officer or employee of the corporation
holding one or more Management Positions with respect to the
defense of any such claim, action, suit or proceeding may be
advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation under this Section
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is
entitled to be indemnified by the corporation.
The corporation may purchase and maintain insurance at the
expense of the corporation on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or any
person who is or was serving at the request of the corporation as
a director (or the equivalent), officer, employee, agent or
trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any
liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
this Section or otherwise.
Without limiting the generality of the foregoing provisions
of this Section, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, which is required, authorized, or approved by any
order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or
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21.
state statute or municipal ordinance regulating the corporation
or its parent by reason of their being holding or investment
companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies.
In any action, suit, or proceeding based on any act, omission,
step, or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found
by the court not to constitute a valid defense on the grounds of
not being applicable to the particular class of plaintiff, each
such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him,
in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such expenses
and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
The foregoing rights shall not be exclusive of any other
rights to which any such director or officer or employee may
otherwise be entitled and shall be available whether or not the
director or officer or employee continues to be a director or
officer or employee at the time of incurring any such expenses
and liabilities.
ARTICLE XV
SEVERABILITY AND RULES OF CONSTRUCTION
Section 1. If any word, clause or provision of the by-laws
or any indemnification made under Article XIV hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
<PAGE>
Exhibit B-31
CERTIFICATE OF INCORPORATION
OF
SOUTHERN COMMUNICATIONS SERVICES, INC.
I.
The name of the corporation is SOUTHERN COMMUNICATIONS SERVICES, INC.
(the "Corporation").
II.
The initial registered office of the Corporation in the State of
Delaware shall be located at Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801. The initial registered agent of
the Corporation at such address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is organized is to
directly or indirectly engage in the business of providing communication
services; to engage in any form or type of business for any lawful purpose or
purposes not specifically prohibited to corporations for profit under the laws
of the State of Delaware; and to have all the rights, powers, privileges and
immunities which are now or hereafter may be allowed to corporations under the
laws of the State of Delaware.
IV.
The Corporation shall be authorized to issue One Thousand (1,000)
shares of One Dollar ($1.00) par value capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have unlimited
voting rights and shall be entitled to receive all of the net assets of the
Corporation upon dissolution or liquidation.
V.
The Corporation shall have perpetual duration.
VI.
The Board of Directors of the Corporation shall have the power to
adopt, amend and repeal the By-Laws of the Corporation.
VII.
To the fullest extent that the General Corporation Law of Delaware, as
it exists on the date hereof or as it may hereafter be amended, permits the
limitation or elimination of the liability of directors, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of duty of care or other duty as a director. No
amendment to or repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
VIII.
The name and address of the Incorporator of the Corporation is Alan E.
Serby, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200,
Atlanta, Georgia 30308-2216.
Alan E. Serby, Esquire, Incorporator
Exhibit B-32
SOUTHERN COMMUNICATIONS SERVICES, INC.
* * * * *
B Y- L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted under the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be be fixed from time to time by resolution of the board of
directors or by the stockholders at the annual meeting, but in no case shall be
less than three. The initial board shall consist of eight (8) directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on two days' notice to each director, if by mail, or one day's notice if given
by telegram or personal communication by telephone or otherwise; special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of two directors unless the board consists of
only one director; in which case special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed at any time, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or personal communication by
telephone or otherwise.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be at a minimum a president, secretary and treasurer. The
board of directors may also choose one or more vice-presidents, assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
Section 2. The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1. and 2., or in defense of
any claim, issue or matter therein, such individual shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
Section 4. Any indemnification under Sections 1. and 2. (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1. and 2. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
Section 5. Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such individual is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
Section 6. The indemnification and advancement of expenses provided by
this Article VII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such individual's official capacity and as to action in
another capacity while holding such office.
Section 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liability under the provisions of this
section.
Section 8. For purposes of this Article VII, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article VII with
respect to the resulting or surviving corporation as he or she would have with
respect to such constituent corporation if its separate existence had continued.
Section 9. For purposes of this Article VII, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article VII.
Section 10. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article VII shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly adopted by the
Board of Directors of the Corporation on , 199 .
[SEAL]
Secretary
Exhibit B-41
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS VIII, INC.
I.
The name of the corporation is SEI HOLDINGS VIII, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
James A. Ward c/o Southern Electric
International, Inc.
900 Ashwood Parkway
Suite 300
<PAGE>
Atlanta, Georgia 30338
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
__________________________________________
Richard A. Hartnig, Esquire,
Incorporator
-2-
<PAGE>
[cac] sei\hldgs8\cert.inc
-3-
<PAGE>
Exhibit B-42
SEI HOLDINGS VIII, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
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Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
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without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
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seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
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stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
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Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
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performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the
authority to execute and deliver any and all applications and
filings as are necessary to be filed with federal, state and
local regulatory agencies on behalf of the corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
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were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
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purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such managers) (such positions being
hereinafter referred to as "Management Positions") and who was or
is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate director,
officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the corporation as a matter
of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid
in settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by
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this section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer or employee of the
corporation holding one or more Management Positions with respect
to the defense of any such claim, action, suit or proceeding may
be advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation under these by-laws
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is
entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain
insurance at the expense of the corporation on behalf of any
person who is or was a director, officer, employee or agent of
the corporation, or any person who is or was serving at the
request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or
expense (including attorneys' fees) asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, which is required, authorized, or approved by any
order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
or its parent by reason of their being holding or investment
companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies.
In any action, suit, or proceeding based on any act, omission,
step, or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found
by the court not to constitute a valid defense on the grounds of
not being applicable to the particular class of plaintiff, each
such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him,
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in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such expenses
and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
Section 5. The foregoing rights shall not be exclusive of
any other rights to which any such director or officer or
employee may otherwise be entitled and shall be available whether
or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such
expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
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ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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<PAGE>
I hereby certify that the foregoing By-Laws were duly
adopted by the sole Director of the Corporation on April 15,
1994.
[SEAL]
Assistant Secretary
(cac) SEI\mexico\hldgs8\BYLAWS
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<PAGE>
Exhibit B-43
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS IX, INC.
I.
The name of the corporation is SEI HOLDINGS IX, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
Thomas G. Boren c/o Southern Electric
International, Inc.
900 Ashwood Parkway
Suite 500
<PAGE>
Atlanta, Georgia 30338
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
__________________________________________
Richard A. Hartnig, Esquire,
Incorporator
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<PAGE>
[cac] sei\hldgs9\cert.inc
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<PAGE>
Exhibit B-44
SEI HOLDINGS IX, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
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<PAGE>
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
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<PAGE>
seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
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<PAGE>
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
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<PAGE>
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
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<PAGE>
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
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<PAGE>
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
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<PAGE>
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
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performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the
authority to execute and deliver any and all applications and
filings as are necessary to be filed with federal, state and
local regulatory agencies on behalf of the corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
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were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
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purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such managers) (such positions being
hereinafter referred to as "Management Positions") and who was or
is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate director,
officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the corporation as a matter
of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid
in settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by
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this section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer or employee of the
corporation holding one or more Management Positions with respect
to the defense of any such claim, action, suit or proceeding may
be advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation under these by-laws
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is
entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain
insurance at the expense of the corporation on behalf of any
person who is or was a director, officer, employee or agent of
the corporation, or any person who is or was serving at the
request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or
expense (including attorneys' fees) asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, which is required, authorized, or approved by any
order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
or its parent by reason of their being holding or investment
companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies.
In any action, suit, or proceeding based on any act, omission,
step, or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found
by the court not to constitute a valid defense on the grounds of
not being applicable to the particular class of plaintiff, each
such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him,
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<PAGE>
in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such expenses
and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
Section 5. The foregoing rights shall not be exclusive of
any other rights to which any such director or officer or
employee may otherwise be entitled and shall be available whether
or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such
expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
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<PAGE>
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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<PAGE>
I hereby certify that the foregoing By-Laws were duly
adopted by the sole Director of the Corporation on October 14,
1994.
[SEAL]
Secretary
(cac) SEI\trinidad\hldgs9\BYLAWS
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Exhibit B-45
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS X, INC.
I.
The name of the corporation is SEI HOLDINGS X, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
James A. Ward c/o Southern Electric
International, Inc.
900 Ashwood Parkway
Suite 300
<PAGE>
Atlanta, Georgia 30338
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
__________________________________________
Richard A. Hartnig, Esquire,
Incorporator
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<PAGE>
buchannl\sei\holdx\c ert.inc
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<PAGE>
Exhibit B-46
SEI HOLDINGS X, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
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without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
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seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
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stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
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<PAGE>
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
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<PAGE>
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
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performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the
authority to execute and deliver any and all applications and
filings as are necessary to be filed with federal, state and
local regulatory agencies on behalf of the corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
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were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
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purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such managers) (such positions being
hereinafter referred to as "Management Positions") and who was or
is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate director,
officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the corporation as a matter
of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid
in settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by
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this section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer or employee of the
corporation holding one or more Management Positions with respect
to the defense of any such claim, action, suit or proceeding may
be advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation under these by-laws
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is
entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain
insurance at the expense of the corporation on behalf of any
person who is or was a director, officer, employee or agent of
the corporation, or any person who is or was serving at the
request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or
expense (including attorneys' fees) asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, which is required, authorized, or approved by any
order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
or its parent by reason of their being holding or investment
companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies.
In any action, suit, or proceeding based on any act, omission,
step, or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found
by the court not to constitute a valid defense on the grounds of
not being applicable to the particular class of plaintiff, each
such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him,
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in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such expenses
and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
Section 5. The foregoing rights shall not be exclusive of
any other rights to which any such director or officer or
employee may otherwise be entitled and shall be available whether
or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such
expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
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ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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<PAGE>
I hereby certify that the foregoing By-Laws were duly
adopted by the sole Director of the Corporation on August __,
1994.
[SEAL]
Secretary
(JGS) SEI\holdX\BYLAWS
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Exhibit B-47
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS XI, INC.
I.
The name of the corporation is SEI HOLDINGS XI, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the direct and indirect
ownership of the securities, or an interest in the business, of
any one or more exempt wholesale generators, foreign utility
companies, or "qualifying facilities," as defined under the
Public Utility Regulatory Policies Act of 1978, and in activities
that are incidental thereto.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
James A. Ward c/o Southern Electric
International, Inc.
900 Ashwood Parkway
Suite 300
<PAGE>
Atlanta, Georgia 30338
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
__________________________________________
Richard A. Hartnig, Esquire,
Incorporator
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buchannl\sei\holdxi\cert.inc
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<PAGE>
SEI HOLDINGS XI, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
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without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
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seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
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stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
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Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
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performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the
authority to execute and deliver any and all applications and
filings as are necessary to be filed with federal, state and
local regulatory agencies on behalf of the corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
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<PAGE>
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
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<PAGE>
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such managers) (such positions being
hereinafter referred to as "Management Positions") and who was or
is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate director,
officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the corporation as a matter
of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid
in settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by
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<PAGE>
this section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer or employee of the
corporation holding one or more Management Positions with respect
to the defense of any such claim, action, suit or proceeding may
be advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation under these by-laws
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is
entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain
insurance at the expense of the corporation on behalf of any
person who is or was a director, officer, employee or agent of
the corporation, or any person who is or was serving at the
request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or
expense (including attorneys' fees) asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, which is required, authorized, or approved by any
order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
or its parent by reason of their being holding or investment
companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies.
In any action, suit, or proceeding based on any act, omission,
step, or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found
by the court not to constitute a valid defense on the grounds of
not being applicable to the particular class of plaintiff, each
such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him,
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<PAGE>
in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such expenses
and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
Section 5. The foregoing rights shall not be exclusive of
any other rights to which any such director or officer or
employee may otherwise be entitled and shall be available whether
or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such
expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
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<PAGE>
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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<PAGE>
I hereby certify that the foregoing By-Laws were duly
adopted by the sole Director of the Corporation on August __,
1994.
[SEAL]
Secretary
(JGS) SEI\holdX\BYLAWS
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<PAGE>
Exhibit B-49
ARTICLES OF INCORPORATION
OF
MOBILE ENERGY SERVICES COMPANY, INC.
I.
The name of the corporation is MOBILE ENERGY SERVICES
COMPANY, INC. (the "Corporation").
II.
The Corporation shall have perpetual duration.
III.
The nature of the business of the Corporation and its
objects, purposes and powers are:
(a) To own and operate electric generation facilities,
steam processing facilities and such ancillary facilities as the
Corporation may determine necessary or beneficial from time to
time;
(b) To manage, purchase or acquire by assignment, transfer
or otherwise, and hold, mortgage or otherwise pledge, and to
sell, exchange, transfer, deal in and in any manner dispose of,
real or personal property of any kind, class, interest, or type,
wheresoever situated, and to exercise, carry out and enjoy any
licenses, power, authority, concession, right or privilege which
any corporation may make or grant in connection therewith;
(c) To subscribe for, acquire, hold, sell, assign,
transfer, mortgage, pledge, or in any manner dispose of shares of
stock, bonds or other evidences of indebtedness or securities
issued or created by any other corporation of Alabama or any
other state or any foreign country and, while the owner thereof,
to exercise the rights, privileges and powers of ownership,
including the rights to vote thereon, to the same extent as a
natural person may do, subject to the limitations, if any, on
such rights now or hereafter provided by the laws of Alabama;
(d) To acquire the goodwill, rights, assets and properties,
and to undertake the whole or any part of the liabilities, of any
person, firm, association or corporation; to pay for the same in
cash, the stock or other securities of the Corporation, or
otherwise, to hold, or in any manner, dispose of, the whole or
any part of the property so acquired; to conduct in any lawful
manner the whole or any part of the business so acquired; and to
<PAGE>
exercise all the powers necessary or convenient in and about the
conduct and management of such business; and
(e) In general, to carry on any other lawful business
whatsoever in connection with the foregoing or which is
calculated, directly or indirectly, to promote the interest of
the Corporation or to enhance the value of its properties.
The enumeration herein of the powers, objects and purposes of the
Corporation shall not be deemed to exclude or in any way limit by
inference any powers, objects or purposes which the Corporation
is empowered to exercise, whether expressly by purpose or by any
of the laws of the State of Alabama or any reasonable
construction of such laws.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VI.
To the fullest extent that the General Corporation Law of
Alabama, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
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<PAGE>
VII.
The initial registered office of the Corporation in the
State of Alabama shall be located at 60 Commerce Street,
Montgomery, Montgomery Co., Alabama 36104. The initial
registered agent of the Corporation at such address shall be The
Corporation Company.
VIII.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
Raymond D. Hill
c/o Southern Electric International,
Inc.
900 Ashwood Parkway
Suite 500
Atlanta, Georgia 30338
IX.
The name and address of the Incorporator of the Corporation
are Elizabeth B. Chandler, NationsBank Plaza, 600 Peachtree
Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
__________________________________________
Elizabeth B. Chandler, Incorporator
[mpp] sei\mill\articles2
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<PAGE>
Exhibit B-50
MOBILE ENERGY SERVICES COMPANY, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall
be in the State of Alabama at such location as determined by the
board of directors from time to time.
Section 2. The corporation's principal office shall be in
Atlanta, DeKalb County, Georgia.
Section 2. The corporation may also have offices at such
other places both within and without the State of Alabama as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of stockholders for the election of
directors shall be held at such place as may be fixed from time
to time by the board of directors, or at such other place, within
or without the State of Alabama, as shall be designated from time
to time by the board of directors and stated in the notice of the
meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of
Alabama, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the articles of incorporation, may be called by the president or
by a majority of the board of directors and shall be called by
the president or secretary within 21 days of the receipt of a
written demand of the holders of at least ten percent (10%) of
all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Such demand shall be
signed by the stockholders demanding the meeting and shall state
the purpose or purposes of the proposed meeting.
Section 4. Written notice stating the place, date and hour
of all meetings shall, unless waived, be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting, and in the
case of special meetings, the purpose thereof shall be stated.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 6. Shares entitled to vote may take action on a
matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the shares entitled to
vote on the matter, represented in person or by proxy, shall
constitute a quorum for action on that matter. Once a share is
represented for any purpose at a meeting, it is, unless
established to the contrary, presumed present for quorum purposes
for the remainder of the meeting. If a quorum is present when a
vote is taken, action on a matter is approved if the votes cast
favoring the action exceed the votes cast opposing the action,
unless the Constitution of Alabama, the articles of
incorporation, or the statutes require a greater number of
affirmative votes. If, however, a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 7. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the Constitution of Alabama,
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<PAGE>
the statutes or the articles of incorporation a different vote is
required in which case such express provision shall govern and
control the decision of such question.
Section 8. Unless otherwise provided in the articles of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by all stockholders entitled
to vote on the action, and such consent shall be delivered to the
corporation for inclusion in the minutes or filing with the
corporate records. The record date for determining the
stockholders entitled to take action without a meeting is the
date the first stockholder signs the consent.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
fifteen (15). The initial board shall consist of one (1)
director. Thereafter, the number of directors may be fixed or
changed from time to time by the stockholders, or, if the
articles of incorporation so provide, by the board of directors.
The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. If a vacancy occurs on the board of directors:
(i) the stockholders may fill the vacancy, whether resulting from
an increase in the number of directors or otherwise; or (ii) the
board of directors may fill the vacancy, except that the
directors shall have the power to fill a vacancy resulting from
an increase in the number of directors only if expressly provided
for in the articles of incorporation; or (iii) if the directors
remaining in office constitute fewer than a quorum of the board,
they may fill the vacancy, if such vacancy is one that the
directors are authorized to fill, by the affirmative vote of a
majority of all the directors remaining in office. A vacancy
that will occur at a specific later date may be filled before the
vacancy occurs but the new director may not take office until the
vacancy occurs.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles
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of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
Section 4. The board of directors may elect a chairman and
one or more vice-chairmen. The chairman and vice-chairmen shall
perform such duties and have such powers as the board of
directors may from time to time prescribe.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Alabama.
Section 6. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 7. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 8. Special meetings of the board may be called by
the president on two (2) days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director, in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Attendance at or participation by a director at a special meeting
(i) waives objection to lack of any required notice or defective
notice of the meeting, unless the director at the beginning of
the meeting (or promptly upon arrival) objects to holding the
meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting; and
(ii) waives objection to consideration of a particular matter at
the meeting that is not within the purpose described in the
meeting notice, unless the director objects to considering the
matter before action is taken on the matter.
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<PAGE>
Section 9. At all meetings of the board, a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the articles of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. A director is, unless
established to the contrary, presumed present for quorum purposes
for the remainder of the meeting at which he has been present for
any purpose. A director who is present at a meeting of the board
or any committee of the board when corporate action is taken is
deemed to assent to the action taken place unless (i) he objects
at the beginning of the meeting (or promptly upon arrival) to
holding it or transacting business at the meeting or, as to a
matter required under the articles of incorporation or these
bylaws to be included in the notice of the purpose of the
meeting, he objects before action is taken on the matter; (ii)
his dissent or abstention from action taken is entered in the
minutes of the meeting; or (iii) he delivers written notice of
his dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action
taken.
Section 10. Unless otherwise restricted by the articles of
incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members
of the board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes
of proceedings of the board or committee. Action taken is
effective when the last director signs the consent, unless the
consent specifies a different effective date. Such consent shall
have the same effect as a unanimous vote.
Section 11. Unless otherwise restricted by the articles of
incorporation or these bylaws, members of the board of directors,
or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
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COMMITTEES OF DIRECTORS
Section 12. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to (1) authorizing distributions, (2)
approving or proposing to stockholders any action requiring
approval of the stockholders, (3) filling vacancies on the board
of directors or on any of its committees, (4) amending articles
of incorporation, (5) adopting, amending or repealing these
bylaws, (6) approving a plan of merger not requiring stockholder
approval, (7) authorizing or approving reacquisition of shares,
except according to a formula or method prescribed by the board
of directors, or (8) authorizing or approving the issuance or
sale or contract for sale of shares, or determining the
designation and relative rights, preferences and limitations of a
class or series of shares, except that the board of directors may
authorize a committee (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by
the board of directors. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 13. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 14. Unless otherwise restricted by the articles of
incorporation or these bylaws, the board of directors shall have
the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
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REMOVAL OF DIRECTORS
Section 15. Unless otherwise restricted by the articles of
incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes,
the articles of incorporation or these bylaws, notice is required
to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given
in writing, by mail, telephone, telegraph, teletype, telecopier,
facsimile transmission, or other form of wire or wireless
communication; or by mail or private carrier. Written notice by
the corporation to its stockholders, if in a comprehensible form,
is effective when mailed, if mailed postpaid and correctly
addressed to the stockholder's address shown in the corporation's
current record of stockholders.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes, the articles of
incorporation or these bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto and shall be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A
person's attendance at a meeting: (i) waives objection to lack of
notice or defective notice of the meeting, unless the person at
the beginning of the meeting objects to holding the meeting or
transacting business at the meeting; and (2) waives objection to
consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice,
unless the person objects to considering the matter before action
is taken on the matter.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and controller. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
controllers. Any number of offices may be held by the same
person, unless the articles of incorporation or these bylaws
otherwise provide.
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Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
controller.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salary of the president shall be fixed by
the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. An officer may resign at any time by giving
notice to the corporation. A resignation is effective when the
notice is given unless the notice specifies a later effective
date. If a resignation is made effective at a later date and the
corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date
if the board of directors provides that the successor does not
take office until the effective date.
THE PRESIDENT
Section 6. The president, subject to the board of
directors, shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders
and the board of directors, shall have general and active
management of the business of the corporation and shall see that
all orders and resolutions of the board of directors are carried
into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
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perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. In the absence of the secretary or in the event
of his inability or refusal to act, the assistant secretary (or
in the event there be more than one assistant secretary, the
assistant secretaries in the order designated by the board of
directors or in the absence of any designation, then in the order
of their election) shall perform the duties of the secretary, and
when so acting, shall have all the powers of and be subject to
all the restrictions upon the secretary. The assistant secretary
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE CONTROLLER AND ASSISTANT CONTROLLERS
Section 11. The controller shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The controller shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as controller and of the financial condition of the
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corporation. The controller shall perform such other duties and
have such other powers as the board of directors may from time to
time prescribe.
Section 13. In the absence of the controller or in the
event of his inability or refusal to act, the assistant
controller (or in the event there shall be more than one
assistant controller, the assistant controllers in the order
determined by the board of directors or in the absence of any
determination, then in the order of their election) shall perform
the duties of the controller, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
controller. The assistant controller shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
Section 14. Each officer of the corporation shall have the
authority to execute and deliver any and all applications and
filings as are necessary to be filed with federal, state and
local regulatory agencies on behalf of the corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate. Certificates shall be signed by,
or in the name of the corporation by, the chairman or
vice-chairman of the board of directors, or the president or a
vice-president and the controller or an assistant controller, or
the secretary or an assistant secretary of the corporation.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
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certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting unless the board of directors fixes a
new record date for the adjourned meeting, which it must do if
the meeting is adjourned to a date more than one hundred twenty
(120) days after the date fixed for the original meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and entitled to vote as
such owner, and entitled to hold liable for calls and assessments
a person registered on its books as the owner of shares, and the
corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
Alabama.
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ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of project
manager (such positions being hereinafter referred to as
"Management Positions") and who was or is a party or was or is
threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a director of the corporation or officer or
employee of the corporation holding one or more Management
Positions, or is or was serving at the request of the corporation
as a director, alternate director, officer, employee, agent or
trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall be
indemnified by the corporation as a matter of right against any
and all expenses (including attorneys' fees) actually and
reasonably incurred by him and against any and all claims,
judgments, fines, penalties, liabilities and amounts paid in
settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by
this section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer or employee of the
corporation holding one or more Management Positions with respect
to the defense of any such claim, action, suit or proceeding may
be advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case upon a determination that
the facts then known would not preclude indemnification under the
applicable law, upon receipt of a written affirmation by such
person that he has met the standard of conduct required by the
applicable law and upon receipt of an undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the
corporation under these bylaws or otherwise; provided, however,
that the advancement of such expenses shall not be deemed to be
indemnification unless and until it shall ultimately be
determined that such person is entitled to be indemnified by the
corporation.
Section 3. The corporation may purchase and maintain
insurance, or furnish similar protection, at the expense of the
corporation on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or any person who
is or was serving at the request of the corporation as a director
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(or the equivalent), alternate director, officer, employee, agent
or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any
liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
these bylaws or otherwise.
Section 4. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith and in a manner reasonably believed to be in or, in
the case of a director or officer not acting in his official
capacity, not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful, which is
required, authorized, or approved by any order or orders issued
pursuant to the Public Utility Holding Company Act of 1935, the
Federal Power Act, or any federal or state statute or municipal
ordinance regulating the corporation or its parent by reason of
their being holding or investment companies, public utility
companies, public utility holding companies, or subsidiaries of
public utility holding companies. In any action, suit, or
proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought
to the attention of the court. In the event that the foregoing
provisions of this paragraph are found by the court not to
constitute a valid defense on the grounds of not being applicable
to the particular class of plaintiff, each such director and
officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and
liabilities incurred by him or imposed on him, in connection
with, or arising out of, any such action, suit, or proceeding
based on any act, omission, step, or conduct taken or had in good
faith as further in this paragraph described. Such expenses and
liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
Section 5. The foregoing rights shall not be exclusive of
any other rights to which any such director or officer or
employee may otherwise be entitled and shall be available whether
or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such
expenses and liabilities.
Section 6. If any word, clause or provision of the bylaws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the
bylaws shall not otherwise be affected thereby but shall remain
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in full force and effect. The masculine pronoun, as used in the
bylaws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Alabama." The seal may be used by causing
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it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed
or new bylaws may be adopted by the stockholders or by the board
of directors, when such power is conferred upon the board of
directors by the articles of incorporation at any regular meeting
of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors
if notice of such alteration, amendment, repeal or adoption of
new bylaws be contained in the notice of such special meeting.
If the power to adopt, amend or repeal bylaws is conferred upon
the board of directors by the articles of incorporation it shall
not divest or limit the power of the stockholders to adopt, amend
or repeal bylaws.
I hereby certify that the foregoing bylaws were duly adopted
by the directors of the corporation on December 7, 1994.
[SEAL]
Tommy Chisholm, Secretary
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Exhibit B-51
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS VI, INC.
I.
The name of the corporation is SEI HOLDINGS VI, INC. (the
"Corporation").
II.
The initial registered office of the Corporation in the
State of Delaware shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The initial registered agent of the Corporation at such
address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is
organized is to engage exclusively in the business of owning,
operating or owning and operating exempt wholesale generators and
facilities which qualify as generators of electric energy for
sale at wholesale.
IV.
The Corporation shall be authorized to issue One Thousand
(1,000) shares of One Dollar ($1.00) par value capital stock, all
of which shall be designated "Common Stock." The shares of
Common Stock shall have unlimited voting rights and shall be
entitled to receive all of the net assets of the Corporation upon
dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board
of Directors and as otherwise provided in the By-Laws of the
Corporation. The initial Board of Directors of the corporation
shall consist of one (1) member, whose name and corresponding
mailing address is:
James A. Ward c/o Southern Electric
International, Inc.
900 Ashford Parkway
Suite 300
Atlanta, Georgia 30338
<PAGE>
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the
power to adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of
Delaware, as it exists on the date hereof or as it may hereafter
be amended, permits the limitation or elimination of the
liability of directors, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of duty of care or other duty as a
director. No amendment to or repeal of this Article shall apply
to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment
or repeal.
IX.
The name and address of the Incorporator of the Corporation
is M. Stuart Sutherland, Esquire, NationsBank Plaza, 600
Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
__________________________________________
M. Stuart Sutherland, Esquire,
Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEI HOLDINGS VI, INC.
SEI HOLDINGS VI, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation") hereby certifies:
FIRST: That the Board of Directors of the Corporation duly
adopted a resolution proposing and declaring advisable the
following amendment to the heading and Article 1. of the
Certificate of Incorporation of the Corporation:
RESOLVED, That the name of the Corporation be changed
from SEI HOLDINGS VI, INC. to SOUTHERN ELECTRIC, INC., and,
to effect such change, the heading and Article I of the
Articles of Incorporation of the Corporation be amended,
insofar as they refer to the name of the Corporation, to
read SOUTHERN ELECTRIC, INC. in lieu of SEI HOLDINGS VI,
INC.
SECOND: That the sole shareholder of the Corporation has
given its written consent to said amendment in accordance with
the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and 228
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its duly
authorized officers to execute this Certificate as of this _____
day of ______________________, 1994.
SEI HOLDINGS VI, INC.
By:
Its:_______________________________
Attest:
Its: ______________________________
<PAGE>
Exhibit B-52
SEI HOLDINGS VI, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed
from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at
such date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be
brought before the meeting.
<PAGE>
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of
the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten
(10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
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without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law"), each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be not less than one (1) nor more than
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seven (7). The initial board shall consist of one (1) director.
Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed
by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed
by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
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stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.
Section 7. Special meetings of the board may be called by
the president on 2 days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and
on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of
directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or
of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,
may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the
directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate
of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate
of incorporation or by law, any director of the entire board of
directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be at a minimum a president,
secretary and treasurer. The board of directors may also choose
one or more vice-presidents, assistant secretaries and assistant
treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a
treasurer.
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<PAGE>
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualified. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are
carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event
of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents
in the order designated by the directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may
from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The board of
directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or
when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
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performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the
authority to execute and deliver any and all applications as are
necessary to be filed with local and federal regulatory agencies
on behalf of the corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate
may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he
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<PAGE>
were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate or certificates or uncertificated shares to be issued
in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates or uncertificated shares, the board of directors
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such
uncertificated shares shall be cancelled and issuance of new
equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
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<PAGE>
purpose of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one
or more positions of management through and inclusive of Project
Managers and Business Development Managers (but not positions
below the level of such managers) (such positions being
hereinafter referred to as "Management Positions") and who was or
is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
of the corporation or officer or employee of the corporation
holding one or more Management Positions, or is or was serving at
the request of the corporation as a director, alternate director,
officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the corporation as a matter
of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all
claims, judgments, fines, penalties, liabilities and amounts paid
in settlement actually incurred by him in defense of such claim,
action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by
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this section shall inure to the benefit of the heirs, executors
and administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by
a director of the corporation or officer or employee of the
corporation holding one or more Management Positions with respect
to the defense of any such claim, action, suit or proceeding may
be advanced by the corporation prior to the final disposition of
such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an
undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that such person is
entitled to be indemnified by the corporation under these by-laws
or otherwise; provided, however, that the advancement of such
expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is
entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain
insurance at the expense of the corporation on behalf of any
person who is or was a director, officer, employee or agent of
the corporation, or any person who is or was serving at the
request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against any liability or
expense (including attorneys' fees) asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability or expense under
these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the
corporation, or his heirs, executors, or administrators, shall be
liable for any act, omission, step, or conduct taken or had in
good faith, which is required, authorized, or approved by any
order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or
state statute or municipal ordinance regulating the corporation
or its parent by reason of their being holding or investment
companies, public utility companies, public utility holding
companies, or subsidiaries of public utility holding companies.
In any action, suit, or proceeding based on any act, omission,
step, or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the
event that the foregoing provisions of this paragraph are found
by the court not to constitute a valid defense on the grounds of
not being applicable to the particular class of plaintiff, each
such director and officer, and his heirs, executors, and
administrators, shall be reimbursed for, or indemnified against,
all expenses and liabilities incurred by him or imposed on him,
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in connection with, or arising out of, any such action, suit, or
proceeding based on any act, omission, step, or conduct taken or
had in good faith as in this paragraph described. Such expenses
and liabilities shall include, but shall not be limited to,
judgments, court costs, and attorneys' fees.
Section 5. The foregoing rights shall not be exclusive of
any other rights to which any such director or officer or
employee may otherwise be entitled and shall be available whether
or not the director or officer or employee continues to be a
director or officer or employee at the time of incurring any such
expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws
or any indemnification made under Article VII hereof shall for
any reason be determined to be invalid, the provisions of the by-
laws shall not otherwise be affected thereby but shall remain in
full force and effect. The masculine pronoun, as used in the by-
laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
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<PAGE>
ANNUAL STATEMENT
Section 3. The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by
the board of directors, when such power is conferred upon the
board of directors by the certificate of incorporation at any
regular meeting of the stockholders or of the board of directors
or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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<PAGE>
I hereby certify that the foregoing By-Laws were duly
adopted by the Board of Directors of the Corporation on January
18, 1994.
[SEAL]
Assistant Secretary
(cac) H:\WPDOCS\SEI\ARGEN\nihuiles\hldg6\BYLAWS
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SEI HOLDINGS VI, INC. OFFICER'S CERTIFICATE
The undersigned officer of SEI Holdings VI, Inc. does hereby
certify that the attached is a true and correct copy of the By-
Laws of SEI Holdings VI, Inc., effective January 18, 1994, and
that said By-Laws have not been amended but are still in force
and effect.
____________________________
Assistant Secretary
Subscribed before me this
____ day of January, 1994.
____________________________
Notary Public
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Exhibit B-53
ARTICLES OF INCORPORATION
OF
GEORGIA POWER LP HOLDINGS CORP.
The Articles of Incorporation of Georgia Power LP Holdings
Corp. are as follows:
Article I.
The name of the corporation is Georgia Power LP Holdings
Corp. (the "Corporation").
Article II.
The purpose of the Corporation is pecuniary gain and profit,
and the general nature of the business or businesses to be
transacted shall be to engage in any form or type of business for
any lawful purpose or purposes not specifically prohibited to
corporations for profit under the laws of the State of Georgia;
and to have all the rights, powers, privileges and immunities
which are now or hereafter may be allowed to corporations under
the laws of the State of Georgia.
Article III.
The total number of shares of stock which the Corporation
shall be authorized to issue is One Thousand (1,000) shares of no
par value capital stock, all of which shall be designated "Common
Stock." The shares of Common Stock shall have unlimited voting
rights and shall be entitled to receive all of the net assets of
the Corporation upon liquidation or dissolution.
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<PAGE>
Article IV.
The initial registered office of the Corporation shall be
c/o Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta,
Fulton County, Georgia 30308. The initial registered agent at
such address shall be Judy M. Anderson.
Article V.
The mailing address of the initial principal office of the
Corporation is 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308.
Article VI.
The initial Board of Directors shall consist of one (1)
member, whose name and corresponding address are:
Warren Y. Jobe
c/o Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Article VII.
To the fullest extent that the Georgia Business Corporation
Code, as it exists on the date hereof or as it may hereafter be
amended, permits the limitation or elimination of the liability
of directors, no director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary
damages for breach of duty of care or other duty as a director.
No amendment to or repeal of this Article shall apply to or have
any effect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.
<PAGE>
Article VIII.
The name and address of the Incorporator of the Corporation
are Lora L. Donoghue, Esquire, 600 Peachtree Street, N.E., Suite
5200, Atlanta, Georgia 30308-2216.
___________________________________________
Lora L. Donoghue, Esquire,
Incorporator
BGA:Incorp\GAPWRLP\Articles.inc
<PAGE>
Exhibit B-54
BYLAWS
OF
GEORGIA POWER LP HOLDINGS CORP.
ARTICLE ONE
Registered Office and Registered Agent
1.1 Registered Office and Agent. The Corporation shall at
all times maintain a registered office in the State of Georgia
and shall have not more than one (1) registered agent whose
business office is identical with such registered office.
1.2 Other Offices. The Corporation may have offices at
such place or places, within or without the State of Georgia, as
the Board of Directors may from time to time appoint or the
business of the Corporation may require or make desirable.
ARTICLE TWO
Shareholders' Meetings
2.1 Place of Meetings. Meetings of the shareholders may be
held on the call of the President or the Board of Directors at
any place within or without the State of Georgia as set forth in
the notice thereof or in the event of a meeting held pursuant to
waiver of notice, as may be set forth in the waiver, or if no
place is so specified, at the principal office of the
Corporation.
2.2 Annual Meetings. The annual meeting of shareholders
shall be held on such date within 120 days following the close of
the Corporation's fiscal year as shall be designated by the Board
of Directors for the purpose of electing directors and
transacting any and all business that may properly come before
the meeting. At the annual meetings of shareholders, the order
of business shall be as determined by the Chairman of the
meeting.
2.3 Special Meetings. Special meetings of the shareholders
shall be held at the principal office of the Corporation or at
such other place as may be designated in the notice of said
meetings upon call of the Board of Directors or of the Chairman
of the Board of Directors or of the President or of the Secretary
at the written request of two or more directors or of the
Secretary of the Corporation upon the written request of the
holders of at least twenty-five percent (25%) of the issued and
<PAGE>
outstanding capital stock of the Corporation entitled to vote
thereat.
2.4 Substitute Annual Meeting. In the event that an annual
meeting is not held on the day designated pursuant to Section 2.2
hereof, the Board of Directors shall cause a meeting in lieu
thereof to be held as soon as conveniently may be thereafter, and
any business transacted or elections held at such meeting shall
be as valid as if transacted or held at the annual meeting. Such
subsequent meeting shall be called in the same manner as provided
for special shareholders' meetings.
2.5 Notice of Meetings. Unless waived as contemplated in
Section 5.2 hereof or by attendance at the meeting, either in
person or by proxy, for any purpose other than to state, at the
beginning of the meeting, an objection or objections to the
transaction of business, a written or printed notice of each
shareholders' meeting stating the place, day and hour of the
meeting shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date thereof except as may
otherwise be required by law, either personally or by mail, by or
at the direction of the President or Secretary or other person
calling the meeting, to each shareholder of record entitled to
vote at such meeting. In the case of an annual or substitute
annual meeting, the notice of the meeting need not state the
purpose or purposes of the meeting unless the purpose or purposes
constitute a matter which the Georgia Business Corporation Code
(the "Code") requires to be stated in the notice of the meeting.
In the case of a special meeting, the notice of meeting shall
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned to another time or place, unless
after the adjournment the Board fixes a new record date for the
adjourned meeting as may be required pursuant to Section 2.10
hereof, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment
is taken and if at the adjourned meeting business which might
have been transacted on the original date of the meeting is
transacted.
2.6 Quorum and Voting Requirements For Voting Groups.
Unless otherwise provided by the Articles of Incorporation, at
all meetings of the shareholders, the presence, in person or by
proxy, of the holders of more than fifty percent (50%) of the
shares outstanding and entitled to vote as a separate voting
group shall constitute a quorum. The shareholders at a meeting
at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is
adjourned under circumstances where a new record date is or must
be set pursuant to Section 2.10 hereof. A shareholder who makes
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<PAGE>
a special appearance for purposes of objecting to the lack of
notice or defective notice or objecting to holding the meeting or
transacting business at the meeting shall not be counted for
purposes of determining a quorum. If a quorum is not present to
organize a meeting, the meeting may be adjourned pursuant to
Section 2.10 hereof.
2.7 Voting of Shares. (a) Except as may otherwise be
provided by the Articles of Incorporation (or by agreement of the
shareholders pursuant to Section 2.13 hereof), each outstanding
share having voting rights shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. Voting
on all matters shall be by voice vote or by show of hands unless
any qualified voter, prior to the voting on any matter, demands
vote by ballot, in which case each ballot shall state the name of
the shareholder voting and the number of shares voted by him, and
if such ballot be cast by proxy, it shall also state the name of
such proxy. If a quorum is present, action on a matter (other
than the election of directors) by a voting group is approved if
the votes cast within the group favoring the action, exceed the
votes cast opposing the action unless these Bylaws, the Articles
of Incorporation or the Code requires a greater number of
affirmative votes.
(b) If the Articles of Incorporation or the Code
provides for voting by a single voting group on a matter and a
quorum is present with respect to that voting group, action on
that matter is taken when voted upon by that voting group
pursuant to Section 2.7 hereof. If the Articles of Incorporation
or the Code provides for voting by two (2) or more voting groups
on a matter and a quorum is present with respect to such voting
groups, action on that matter is taken only when voted upon by
each of those voting groups counted separately as provided in
Section 2.7 hereof. Action may be taken by one voting group on a
matter even though no action is taken by another voting group
entitled to vote upon the matter.
(c) Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting
at which a quorum is present. Shareholders do not have a right
to cumulate their votes for directors unless the Articles of
Incorporation so provide.
2.8 Proxies. A shareholder entitled to vote pursuant to
Section 2.7 may vote in person or by proxy executed in writing by
the shareholder or by his attorney-in-fact. A proxy shall not be
valid after eleven (11) months from the date of its execution,
unless a longer period is expressly stated therein.
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2.9 Corporation's Acceptance or Rejection of Votes or
Proxies. The Corporation is entitled to reject a vote, consent,
waiver or proxy appointment if the Secretary or other officer or
agent authorized to tabulate the votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on
it or about the signatory's authority to sign for the
shareholder. The Corporation and its officer or agent who
accepts or rejects a vote, consent, waiver or proxy appointment
in good faith and in accordance with Code Section 14-2-724 are
not liable in damages to the shareholder for the consequences of
the acceptance or rejection.
2.10 Adjournments. Any meeting of the shareholders,
whether or not a quorum is present, may be adjourned by the
holders of a majority of the voting shares represented at the
meeting to reconvene at a specific time and place. It shall not
be necessary to give any notice of the reconvened meeting or of
the business to be transacted, if the time and place of the
reconvened meeting are announced at the meeting which was
adjourned, except that if the meeting is adjourned to a date more
than 120 days after the date of the original meeting, the Board
of Directors must fix a new record date and provide notice of the
adjourned meeting to persons who are shareholders of the
Corporation on the new record date. At any such reconvened
meeting at which a quorum is represented or present, any business
may be transacted which could have been transacted at the meeting
which was adjourned.
2.11 Action of Shareholders Without a Meeting.
(a) Except as otherwise provided in Subsection
2.11 (b) hereinbelow, any action which may be taken at a
meeting of the shareholders may be taken without a meeting
if a written approval and consent, setting forth the action
so taken, shall be signed by all of the shareholders
entitled to vote on such matter on the record date as
determined in Subsection (c) hereof.
(b) If the Articles of Incorporation of the
Corporation expressly provide for shareholder action without
a meeting upon the written consent of less than all of the
shareholders, as authorized by Section 14-2-704 of the Code,
then any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a written
approval and consent, setting forth the action so taken,
shall be signed by shareholders who would be entitled to
vote at a meeting of shareholders those shares having voting
power to cast not less than the minimum number (or numbers,
in the case of voting by groups) of votes that would be
necessary to authorize or to take such action at a meeting
at which all shares entitled to vote were present and voted;
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provided, however, action by less than unanimous written
consent may not be taken with respect to (i) any election of
directors as to which shareholders would be entitled to
cumulative voting or (ii) approval of a plan of merger or
plan of consolidation except as provided under the Code.
Notice shall be given within ten (10) days of the taking of
corporate action without a meeting by less than unanimous
written consent to all shareholders on the record date whose
shares were not represented on the written consent together
with any material required to be furnished consenting
shareholders pursuant to Section 14-2-704 of the Code.
(c) Record Date and Effective Date. Unless otherwise
fixed under Section 14-2-703 or Section 14-2-707 of the
Code, and for purposes of written consent by the
shareholders, the record date for determining shareholders
entitled to take actions without a meeting shall be the date
the first shareholder signs the consent, and the action
shall be deemed taken when executed by the last necessary
signature. A written consent executed pursuant to the Code
and these Bylaws shall have the same effect as a vote at a
meeting of the shares represented on the executed consent
and may be described as such in any document.
2.12 Shareholders' List for Meeting. After fixing the
record date for a meeting, the Secretary or other officer of the
Corporation having charge of the stock ledger shall prepare an
alphabetical list of the names of all its shareholders who are
entitled to notice of a shareholders' meeting. The list must be
arranged by voting group (and within each voting group by class
or series of shares) and show the address of and number of shares
held by each shareholder. The shareholders list shall be
available for inspection by any shareholder, his agent or his
attorney at the time and place of the meeting. However, any
refusal or failure to comply with the requirements of this
section shall not effect the validity of any action taken at such
meeting.
2.13 Shareholders' Agreements. In addition to those
shareholders' agreements authorized by Section 14-2-731 of the
Code, the holders of all the outstanding and issued stock of the
Corporation may enter into an agreement or agreements among
themselves, and the Corporation also, if so elected, concerning
the rights and privileges of respective classes of stock
(including, but not limited to, voting rights) and the
transferability of the stock of the Corporation, and such
agreement, where not otherwise contrary to law, shall be
effective to establish the conditions of and methods of
transferability of the stock of the Corporation to the extent
attempted by said agreement.
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ARTICLE THREE
The Board of Directors
3.1 General Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors. In
addition to the powers and authority expressly conferred upon it
by these Bylaws, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things
as are not by law, by any legal agreement among shareholders, by
the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
3.2 Number of Directors. In accordance with these Bylaws
or the Articles of Incorporation, the number of directors of the
Corporation shall be fixed by resolution of the shareholders or
if so authorized in the Articles of Incorporation, by the Board
of Directors. The number of directors may be changed from time
to time by the shareholders or if so authorized in the Articles
of Incorporation, by the Board of Directors.
3.3 Election of Directors. After initial election or
appointment pursuant to Code Section 14-2-205 and unless
otherwise set forth in the Articles of Incorporation, directors
shall be elected at each annual shareholders' meeting as set
forth in Section 2.7(c) hereof.
3.4 Term of Directors. The terms of the initial directors
of the Corporation shall expire at the first shareholders'
meeting at which new directors are elected. The terms of all
other directors shall expire at the annual shareholders' meeting
following their election.
3.5 Vacancies. Unless otherwise provided in the Articles
of Incorporation, a vacancy occurring on the Board of Directors,
may be filled for the unexpired term by the majority vote of
either the shareholders or the Board of Directors. However, if
the vacancy leaves less than a quorum of directors in office,
then such vacancy may be filled by a majority of the remaining
directors, or if the vacant office was held by a director elected
by a voting group of shareholders, then the shareholders of that
voting group or the remaining directors elected by that voting
group will be entitled to vote to fill the vacancy.
3.6 Compensation. Directors may receive such compensation
for their services as directors as may from time to time be fixed
by vote of the Board of Directors or the shareholders. A
director may also serve the Corporation in a capacity other than
that of director and receive compensation, as determined by the
Board of Directors, for services rendered in that other capacity.
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3.7 Committees. The Board of Directors may, by resolution
or resolutions passed by a majority of all the members of the
Board, designate one or more other committees, each consisting of
two or more directors. Unless otherwise specifically permitted
by the Board of Directors, the provisions of these Bylaws which
govern meetings, actions without meetings, notice and waiver of
notice and quorum and voting requirements of the Board of
Directors, shall apply to meetings of committees and their
members as well. To the extent specified by the Board of
Directors or in the Articles of Incorporation, each committee
shall have and may exercise all the power of the Board of
Directors specified in these Bylaws; however, notwithstanding
anything to the contrary herein, committees established by the
Board shall have no power: (1) to approve or propose to
shareholders action that is required by the Code or these Bylaws
to be approved by shareholders (including, but not limited to,
fundamental corporate changes such as merger, share exchange,
dissolution and asset sales); (2) to fill vacancies on the Board
of Directors or any of its committees; (3) to amend the Articles
of Incorporation or these Bylaws; or (4) to approve a plan of
merger not requiring shareholder approval.
ARTICLE FOUR
Meetings of the Board of Directors
4.1 Regular Meetings. A regular meeting of the Board of
Directors shall be held immediately after each annual meeting of
shareholders or any meeting held in lieu thereof. In addition,
the Board of Directors may schedule other meetings to occur at
regular intervals throughout the year.
4.2 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President, or
in his absence by the Secretary of the Corporation, or by any two
directors in office at that time.
4.3 Place of Meetings. Directors may hold their meetings
at any place within or without the State of Georgia as the Board
of Directors may from time to time establish for regular meetings
or as is set forth in the notice of special meetings or, in the
event of a meeting held pursuant to waiver of notice, as may be
set forth in the waiver.
4.4 Notice of Meetings. No notice shall be required for
any regularly scheduled meeting of the directors of the
Corporation. Unless a director waives his right to notice as
contemplated in Section 5.2 hereof, the President or Secretary of
the Corporation or any director thereof shall give at least two
(2) days' notice to each director of each special meeting stating
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the date, time and place of the meeting as set forth in Sections
14-2-141 and 14-2-822 of the Code.
4.5 Quorum. Unless otherwise provided in the Articles of
Incorporation, the presence of at least a majority of the
directors of the Corporation in office immediately before the
meeting begins shall constitute a quorum necessary for the
transaction of business at any meeting of directors. In no event
shall less than two (2) directors constitute a quorum, except
when the Board consists of only one (1) director.
4.6 Vote Required for Action. Except as otherwise provided
by the Code or these Bylaws, the affirmative vote of a majority
of the directors present at a meeting at which a quorum is
present at the time shall be the act of the Board of Directors.
Adoption, amendment and repeal of a bylaw is provided for in
Article Eleven of these Bylaws. Vacancies in the Board of
Directors may be filled as provided in Section 3.5 of these
Bylaws.
4.7 Dissent or Abstention. A director who is present at a
meeting of the Board of Directors or a committee of the Board of
Directors when the corporate action is taken is deemed to have
assented to the action unless (i) he objects at the beginning of
the meeting (or promptly upon his arrival) to holding the meeting
or transacting business at the meeting; (ii) his dissent or
abstention from the action taken is entered in the minutes of the
meeting; or (iii) he delivers written notice of his dissent or
abstention to the presiding officer of the meeting before its
adjournment or to the Secretary or other officer of the
Corporation immediately after adjournment of the meeting. The
right of dissent or abstention is not available to a director who
votes in favor of the action taken.
4.8 Action by Directors Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a written consent
thereto shall be signed by all the directors and such written
consent shall be delivered to the Secretary of the Corporation
for the purpose of inclusion in the corporate records. Such
consent shall have the same force and effect as a unanimous vote
of the Board of Directors and may be evidenced by one or more
written consents describing the action taken.
4.9 Adjournments. A meeting of the Board of Directors,
whether or not a quorum is present, may be adjourned by a
majority of the directors present to reconvene at a specific time
and place. It shall not be necessary to give notice of the
reconvened meeting or of the business to be transacted, other
than by announcement at the meeting which was adjourned. At any
such reconvened meeting at which a quorum is present, any
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business may be transacted which could have been transacted at
the meeting which was adjourned.
4.10 Telephone Conference Calls. Unless otherwise
prohibited by the Articles of Incorporation, members of the Board
of Directors, or any committee designated by such Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this Section
4.10 shall constitute presence in person at such meeting.
ARTICLE FIVE
Notice and Waiver
5.1 Procedure. Whenever these Bylaws require notice to be
given to any shareholder or director, the notice shall be given
as prescribed in Section 14-2-141 of the Code and Sections 2.5 or
4.4 hereof for any shareholder or director, respectively.
Whenever notice is given to a shareholder or director by mail,
the notice shall be sent first-class mail by depositing the same
in a post office or letter box in a postage prepaid sealed
envelope addressed to the shareholder or director at his address
as it appears on the books of the Corporation.
5.2 Waiver. Notice of a meeting need not be given to any
shareholder or director who signs a waiver of such notice, in
person or by proxy, either before or after the date and time of
the meeting as stated in the notice. Unless otherwise required
by law or by these Bylaws, neither the business transacted nor
the purpose of the meeting need be specified in the waiver.
Attendance of a shareholder or director at a meeting shall waive
any required notice to him of such meeting and any and all
objections to the place of the meeting, the time of the meeting,
or the manner in which it has been called or convened, except
when such shareholder or director at the beginning of the meeting
(or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
ARTICLE SIX
Officers
6.1 Number. The Executive Officers of the Corporation
shall consist of a Chairman of the Board, a President, one or
more Vice Presidents, a Secretary and a Treasurer as determined
or designated by the Board of Directors. The Board of Directors
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shall from time to time create and establish the duties of such
other officers and elect or provide for the appointment of such
other officers or assistant officers as it deems necessary for
the efficient management of the Corporation, but the Corporation
shall not be required to have at any time any officers other than
a President, Secretary and Treasurer. In the event that no
Chairman of the Board is elected, the President shall perform all
of the duties and assume all of the responsibilities assigned to
the office of Chairman of the Board. Any two (2) or more offices
may be held by the same person.
6.2 Election and Term. All Executive Officers shall be
elected by the Board of Directors and shall serve at the will of
the Board of Directors and until their successors have been
elected and have qualified or until their earlier death,
resignation, removal, retirement or disqualification.
6.3 Compensation. The compensation of all Executive
Officers of the Corporation shall be fixed by the Board of
Directors.
6.4 Removal of Officers. The Board of Directors may remove
any officer at any time with or without cause.
6.5 Powers and Duties. The Executive Officers of the
Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of
Directors. The Vice President or Vice Presidents, the Assistant
Secretary or Assistant Secretaries and the Assistant Treasurer or
Assistant Treasurers shall, in the order of their respective
seniorities, in the absence or disability of the President,
Secretary or Treasurer, respectively, perform the duties of such
offices and shall generally assist the President, Secretary or
Treasurer, respectively.
Without limitation upon any of the foregoing:
(a) The Chairman of the Board shall preside at the
meetings of shareholders and at the meetings of the Board of
Directors and shall have such other duties and
responsibilities as may be specified in these Bylaws and as
shall be directed from time to time by the Board of
Directors.
(b) The President shall be the chief executive officer
of the Corporation and shall have general supervision of the
affairs of the Corporation and full control of and
responsibility for said affairs.
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(c) The Secretary shall issue notices for and keep
minutes of all corporate meetings and shall have charge of
the corporate seal and of all corporate books, stock books
and other like records of the Corporation.
(d) The Treasurer shall have custody and control of
all funds and of all financial records of the Corporation.
(e) Except as is otherwise required by Section
14-2-1201 of the Code, the Board of Directors, by resolution
and without shareholder approval, may authorize any officer
or officers of the Corporation to negotiate and execute
contracts to sell, lease exchange or otherwise dispose of
any and all of the real or personal property of the
Corporation, to negotiate and enter into loans to be secured
by notes, pledges, deeds to secure debt, mortgages and/or
other instruments encumbering the property of the
Corporation, whether or not in the usual and regular course
of business or to transfer any or all of the property of the
Corporation to a corporation all of the shares of which are
owned by the Corporation.
6.6 Additional Powers and Duties. In addition to the
foregoing especially enumerated powers and duties, the several
officers of the Corporation shall have such other powers and
duties as are provided for them in these Bylaws or as may, from
time to time, be prescribed by the Board of Directors or a
committee thereof or the Chairman of the Board.
6.7 Bonds. The Board of Directors may by resolution
require any or all of the officers, agents or employees of the
Corporation to give bonds to the Corporation, with sufficient
surety or sureties, conditioned on the faithful performance of
the duties of their respective offices or positions, and to
comply with such other conditions as may from time to time be
required by the Board of Directors.
6.8 Reimbursement by Officers. Any payments made to an
officer of the Corporation such as salary, commission, bonus,
interest or rent, or entertainment expense incurred by him, which
shall be disallowed in whole or in part as a deductible expense
by the Internal Revenue Service, shall be reimbursed by such
officer to the Corporation to the full extent of such
disallowance. It shall be the duty of the Board of Directors to
enforce payment of each such amount disallowed; provided,
however, that notwithstanding any provision to the contrary
herein contained, no reimbursement shall be required by such
officer pursuant to this Section 6.8 for any deduction disallowed
by the Internal Revenue Service if, in the discretion of the
Board of Directors, such expense is a legitimate cost of doing
business. In lieu of payment by the officer, subject to the
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determination of the Board of Directors, proportionate amounts
may be withheld from his future compensation payments until the
amount owed to the Corporation has been recovered.
ARTICLE SEVEN
Distributions
7.1 Share Dividends. Unless otherwise provided in the
Articles of Incorporation, shares may be issued as a share
dividend pro rata and without consideration to the shareholders
of the Corporation or to the shareholders of one or more classes
or series. Shares of one class or series may not be issued as a
share dividend in respect of another class or series unless
authorized by the Articles of Incorporation or unless a majority
of the votes entitled to be cast by the class or series to be
issued approve the issue or unless there are no issued and
outstanding shares of the class or series to be issued.
7.2 Distribution to Shareholders. The Board of Directors
shall not authorize any payment of any dividend or any
distribution to the shareholders of the Corporation if such
dividend or distribution would prevent the Corporation from
paying and discharging its debts as they become due in the usual
course of business or if the Corporation's total assets would be
less than the sum of the total liabilities plus the amount that
would be needed should the Corporation be dissolved at the time
of the distribution to satisfy the preferential rights upon
dissolution of shareholders whose preferential rights would be
superior to those shareholders receiving the distribution.
ARTICLE EIGHT
Shares
8.1 Authorization and Issuance of Shares. The classes of
shares and the maximum number of shares of each class of the
Corporation which may be issued and outstanding shall be as set
forth from time to time in the Articles of Incorporation of the
Corporation. The Board of Directors may increase or decrease the
number of issued and outstanding shares of the Corporation within
the maximum authorized and minimum required by the Articles of
Incorporation.
8.2 Form and Content of Certificates. The shares of the
Corporation may but need not be represented by a certificate and
there shall be no difference in the rights and obligations of
shareholders based on whether or not their shares are represented
by certificates.
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(a) Share Certificates. Interest of each shareholder
shall be evidenced by a certificate or certificates
representing shares of the Corporation which shall be in
such form as the Board of Directors may from time to time
adopt in accordance with Georgia law. Share certificates
shall be consecutively numbered, shall be in registered
form, and shall indicate the date of issue and all such
information shall be entered on the Corporation's books.
Each certificate shall be signed, either manually or in
facsimile, by the President or a Vice President and the
Secretary or an Assistant Secretary and shall be sealed with
the seal of the Corporation or a facsimile thereof;
provided, however, that if a share certificate is signed in
facsimile, then it must be countersigned, either manually or
in facsimile, by a transfer agent or registered by a
registrar other than the Corporation itself or an employee
of the Corporation. If the person who signed a share
certificate, either manually or in facsimile, no longer
holds office when the certificate is issued, then the
certificate is nevertheless valid.
(b) Shares Without Certificates. The Board of
Directors may authorize the issue of some or all of the
shares of the Corporation or all of its classes or series
without certificates. Within thirty (30) days after the
issue or transfer of shares without certificates, the
Secretary of the Corporation or other officer shall submit
to the shareholder a written statement of the information
required on certificates by the Code.
8.3 Rights of Corporation with Respect to Registered
Owners.
Prior to due presentation for transfer of registration of its
shares, the Corporation may treat the registered owner of the
shares as the person exclusively entitled to vote such shares, to
receive any distribution with respect to such shares, and for
all other purposes, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
provided by law.
8.4 Transfers of Shares. Transfers of shares shall be made
upon the transfer books of the Corporation, kept at the office of
the transfer agent designated to transfer the shares, only upon
direction of the person named in the certificate, or by an
attorney lawfully constituted in writing, and before a new
certificate is issued, the old certificate shall be surrendered
for cancellation or, in the case of a certificate alleged to have
been lost, stolen, or destroyed, the provisions of Section 8.5 of
these Bylaws shall have been complied with.
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8.5 Lost, Stolen or Destroyed Certificates. Any person
claiming a share certificate to be lost, stolen or destroyed
shall make an affidavit or affirmation of the fact in such manner
as the Board of Directors may require and shall, if the Board of
Directors so requires, give the Corporation a bond of indemnity
in form and amount, and with one or more sureties satisfactory to
the Board of Directors, as the Board of Directors may require,
whereupon an appropriate new certificate may be issued in lieu of
the one alleged to have been lost, stolen or destroyed.
8.6 Fixing of Record Date. The Board of Directors may fix
an advance date as the record date for one or more voting groups
in order to determine the shareholders entitled to a
distribution, to notice of a shareholders' meeting, to demand a
special meeting, to vote or to take any other action.
8.7 Record Date if None Fixed. If no record date is fixed,
as provided in Section 8.6 of these Bylaws, then the record date
for (a) determining shareholders entitled to notice of and to
vote at an annual or special shareholders' meeting is the close
of business on the day before the first notice is delivered to
shareholders; (b) for determining shareholders entitled to a
distribution (other than one involving a purchase, redemption, or
other acquisition of the Corporation's shares) is the date the
Board of Directors authorizes the distribution; and (c) for any
other action the consummation of which requires a determination
of shareholders is the date such action is to be taken.
ARTICLE NINE
Indemnification and Interested Parties
9.1 Indemnification.
(a) The Corporation shall indemnify its officers and
directors for those amounts authorized under Article 8 Part 5 of
the Code; provided, however, indemnification shall only be made
upon compliance with the requirements of such statutory
provisions and only in those circumstances in which
indemnification is authorized under those provisions; provided
further, however, that the Corporation may indemnify a director
pursuant to Section 14-2-856 of the Code without shareholder
approval.
(b) The Corporation may purchase and maintain
insurance on behalf of its officers and directors against any
liability asserted against such persons and incurred by such
persons in any capacity, or arising out of such persons' status
as described in Code Section 14-2-851, whether or not the
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Corporation would have the power to indemnify such persons
against such liability under the laws of the State of Georgia.
(c) The Corporation may pay for or reimburse the
reasonable expenses incurred by a director who is a party to a
proceeding provided for hereunder in advance of a final
disposition of the proceeding if the director submits to the
Secretary of the Corporation a written request which complies
with the requirements set forth in Code Section 14-2-853. The
Secretary of the Corporation shall promptly upon receipt of such
a request for indemnification, advise the Board of Directors in
writing that such director has requested indemnification, and the
determination of such director's entitlement to indemnification
shall be made within a reasonable time after the receipt of such
written request by the Board of Directors.
(d) The indemnification and advancement of expenses
provided by or granted pursuant to this Section 9.1 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director or officer and shall inure
to the benefit of the heirs, executors, and administrators of
such a person.
9.2 Interested Directors and Officers.
(a) No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest,
shall be enjoined, set aside or give rise to an award of damages
or other sanctions, in an action by a shareholder or by or in the
right of the Corporation, on the grounds of an interest in the
transaction of the director or any person with whom or which he
has a personal, economic, or other association, if:
(1) such transaction is approved by the directors
pursuant to Code Section 14-2-862;
(2) such transaction is approved by the shareholders
pursuant to Code Section 14-2-863; or
(3) the transaction, judged in the circumstances at
the time of the commitment, is established to have been
fair to the Corporation.
(b) Except when the Board consists of less than three
(3) directors, a majority (but not less than two) of all the
"qualified directors" (as such term is defined in Section 14-2-
862 of the Code) on the Board, or on the committee thereof, shall
constitute a quorum for purposes of action that complies with
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Section 9.2(a)(1) of these Bylaws. Director's action that
otherwise complies with the Code and these Bylaws is not affected
by the presence or vote of a director who is not a "qualified
director."
ARTICLE TEN
Miscellaneous
10.1 Inspection of Books and Records. The Board of
Directors shall have power to determine which accounts, books and
records of the Corporation shall be open to the inspection of
shareholders, except such as may by law be specifically open to
inspection, and shall have power to fix reasonable rules and
regulations not in conflict with the applicable law for the
inspection of accounts, books and records which by law or by
determination of the Board of Directors shall be open to
inspection. In addition, the Board of Directors shall have the
authority to limit the rights of inspection granted by the Code
to shareholders owning 2% or less of the outstanding shares of
the Corporation.
10.2 Fiscal Year. The Board of Directors is authorized to
fix the fiscal year of the Corporation and to change the same
from time to time as it deems appropriate, but unless otherwise
so determined shall begin on the first day of January in each
year and shall end on the last day of December in the same year.
10.3 Seal. The seal of the Corporation shall consist of an
impression bearing the name of the Corporation around the
perimeter and the word "Seal" and such other information in the
center thereof as is desired. In lieu thereof, the Corporation
may use an impression or writing bearing the words "CORPORATE
SEAL" enclosed in parentheses or scroll, which shall also be
deemed the seal of the Corporation.
10.4 Annual Statements. Not later than four months after
the close of each fiscal year, and in any case prior to the next
annual meeting of shareholders, the Corporation shall prepare (a)
a balance sheet showing in reasonable detail the financial
condition of the Corporation as of the close of its fiscal year,
and (b) a profit and loss statement showing the results of its
operations during its fiscal year. Upon receipt of written
request, the Corporation promptly shall mail to any shareholder
of record a copy of the most recent such balance sheet and profit
and loss statement.
10.5 Execution of Documents. No attestation by the
Secretary or an Assistant Secretary shall be necessary to make
any contract, conveyance or other document valid and legally
- 16 -
<PAGE>
binding which has been executed by and on behalf of the
Corporation by an officer or officers thereunto duly authorized
in the manner provided for in these Bylaws.
ARTICLE ELEVEN
Amendments
11.1 Power to Amend Bylaws. The Board of Directors shall
have power to alter, amend or repeal these bylaws or adopt new
bylaws, but any bylaws adopted by the Board of Directors may be
altered, amended or repealed, and new bylaws adopted, by the
shareholders. The shareholders may prescribe that any bylaw or
bylaws adopted by them shall not be altered, amended or repealed
by the Board of Directors.
11.2 Conditions. Action taken by the shareholders with
respect to bylaws shall be taken by an affirmative vote of a
majority of all shares entitled to elect directors, and action by
the Board of Directors with respect to bylaws shall be taken by
an affirmative vote of a majority of all directors then holding
office.
I hereby certify that the foregoing Bylaws were duly adopted
by the Board of Directors of the Corporation effective November
7, 1994.
[SEAL]
Judy M. Anderson, Secretary
Andersbg:incorp\gapwrlp\bylaws
- 17 -
<PAGE>
BYLAWS
OF
GEORGIA POWER LP HOLDINGS CORP.
TABLE OF CONTENTS
Page
ARTICLE ONE - REGISTERED OFFICE AND REGISTERED AGENT
Section 1.1 Registered Office and Agent 1
Section 1.2 Other Offices 1
ARTICLE TWO - SHAREHOLDERS' MEETINGS
Section 2.1 Place of Meetings 1
Section 2.2 Annual Meetings 1
Section 2.3 Special Meetings 1
Section 2.4 Substitute Annual Meeting 2
Section 2.5 Notice of Meetings 2
Section 2.6 Quorum and Voting Requirements For
Voting Groups 2
Section 2.7 Voting of Shares 3
Section 2.8 Proxies 3
Section 2.9 Corporation's Acceptance or Rejection
of Votes or Proxies 3
Section 2.10 Adjournments 4
Section 2.11 Action of Shareholders
Without a Meeting 4
Section 2.12 Shareholders' List for Meeting 5
Section 2.13 Shareholders' Agreements 5
ARTICLE THREE - THE BOARD OF DIRECTORS
Section 3.1 General Powers 5
Section 3.2 Number of Directors 6
-i-
<PAGE>
Page
Section 3.3 Election of Directors 6
Section 3.4 Term of Directors 6
Section 3.5 Vacancies 6
Section 3.6 Compensation 6
Section 3.7 Committees 6
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1 Regular Meetings 7
Section 4.2 Special Meetings 7
Section 4.3 Place of Meetings 7
Section 4.4 Notice of Meetings 7
Section 4.5 Quorum 8
Section 4.6 Vote Required for Action 8
Section 4.7 Dissent or Abstention 8
Section 4.8 Action by Directors Without
a Meeting 8
Section 4.9 Adjournments 8
Section 4.10 Telephone Conference Calls 9
ARTICLE FIVE - NOTICE AND WAIVER
Section 5.1 Procedure 9
Section 5.2 Waiver 9
ARTICLE SIX - OFFICERS
Section 6.1 Number 9
Section 6.2 Election and Term 10
Section 6.3 Compensation 10
Section 6.4 Removal of Officers 10
Section 6.5 Powers and Duties 10
Section 6.6 Additional Powers and Duties 11
Section 6.7 Bonds 11
Section 6.8 Reimbursement by Officers 11
-ii-
<PAGE>
Page
ARTICLE SEVEN - DISTRIBUTIONS
Section 7.1 Share Dividends 12
Section 7.2 Distribution to Shareholders 12
ARTICLE EIGHT - SHARES
Section 8.1 Authorization and Issuance
of Shares 12
Section 8.2 Form and Content of Certificates 13
Section 8.3 Rights of Corporation with Respect
to Registered Owners 13
Section 8.4 Transfers of Shares 13
Section 8.5 Lost, Stolen or Destroyed
Certificates 14
Section 8.6 Fixing of Record Date 14
Section 8.7 Record Date if None Fixed 14
ARTICLE NINE - INDEMNIFICATION AND INTERESTED
PARTIES
Section 9.1 Indemnification 14
Section 9.2 Interested Directors and
Officers 15
ARTICLE TEN - MISCELLANEOUS
Section 10.1 Inspection of Books and Records 16
Section 10.2 Fiscal Year 16
Section 10.3 Seal 16
Section 10.4 Annual Statements 16
Section 10.5 Execution of Documents 17
ARTICLE ELEVEN - AMENDMENTS
Section 11.1 Power to Amend Bylaws 17
Section 11.2 Conditions 17
-iii-
<PAGE>
Exhibit B-55
CERTIFICATE OF LIMITED PARTNERSHIP
OF
GEORGIA POWER CAPITAL, L.P.
This Certificate of Limited Partnership of Georgia Power
Capital, L.P. (the "Partnership"), dated as of November 9, 1994,
is being duly executed and filed by Georgia Power Company, a
Georgia corporation, as general partner, to form a limited
partnership under the Delaware Revised Uniform Limited
Partnership Act (6 Del. C. section 17-101, et seq.).
1. Name. The name of the limited partnership formed
hereby is Georgia Power Capital, L.P.
2. Registered Office. The address of the registered
office of the Partnership in the State of Delaware is c/o The
Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801.
3. Registered Agent. The name and address of the
registered agent for service of process on the Partnership in the
State of Delaware is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
4. General Partner. The name and the business address of
the sole general partner of the Partnership are: Georgia Power
Company, 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Limited Partnership as of the date first-above
written.
GEORGIA POWER COMPANY,
General Partner
By:
Name:
Title:
(Hartland) H:\wpdocs\71567\75519\cert.gp
<PAGE>
Exhibit B-56
AMENDED AND RESTATED AGREEMENT
OF
LIMITED PARTNERSHIP
OF
GEORGIA POWER CAPITAL, L.P.
<PAGE>
TABLE OF CONTENTS
ARTICLE I
FORMATION AND CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITY HOLDERS;
RETURN OF INITIAL LIMITED PARTNER'S CAPITAL CONTRIBUTION
Section 1.1 Formation and Continuation of the Partnership 1
Section 1.2 Name . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Business of the Partnership . . . . . . . . . 2
Section 1.4 Term . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 Registered Agent and Office . . . . . . . . . 2
Section 1.6 Principal Place of Business . . . . . . . . . 2
Section 1.7 Name and Business Address of General Partner . 3
Section 1.8 Admission of Holders of Preferred Securities . 3
ARTICLE II
DEFINED TERMS
Section 2.1 Definitions . . . . . . . . . . . . . . . . . 4
ARTICLE III
CAPITAL CONTRIBUTIONS, REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS
Section 3.1 Capital Contributions . . . . . . . . . . . . . 9
Section 3.2 Preferred Security Holder's Interest
Represented by Preferred Securities . . . . . . 10
Section 3.3 Capital Accounts . . . . . . . . . . . . . . . . 10
Section 3.4 Interest on Capital Contributions . . . . . . . 10
Section 3.5 Withdrawal and Return of Capital Contributions . 10
ARTICLE IV
ALLOCATIONS
Section 4.1 Profits and Losses . . . . . . . . . . . . . . . 10
Section 4.2 Other Allocation Provisions . . . . . . . . . . 12
Section 4.3 Allocations for Income Tax Purposes . . . . . . 14
Section 4.4 Withholding . . . . . . . . . . . . . . . . . . 14
ARTICLE V
DIVIDENDS
Section 5.1 Dividends . . . . . . . . . . . . . . . . . . . 14
Section 5.2 Limitations on Distributions . . . . . . . . . . 14
i
<PAGE>
ARTICLE VI
ISSUANCE OF PREFERRED SECURITIES
Section 6.1 General Provisions Regarding Preferred Securities 15
ARTICLE VII
BOOKS OF ACCOUNT, RECORDS AND REPORTS
Section 7.1 Books and Records . . . . . . . . . . . . . . . 18
Section 7.2 Accounting Method . . . . . . . . . . . . . . . 19
ARTICLE VIII
POWERS, RIGHTS AND DUTIES OF THE LIMITED PARTNERS
Section 8.1 Limitations . . . . . . . . . . . . . . . . . . 19
Section 8.2 Liability . . . . . . . . . . . . . . . . . . . 19
Section 8.3 Priority . . . . . . . . . . . . . . . . . . . . 20
ARTICLE IX
POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER
Section 9.1 Authority . . . . . . . . . . . . . . . . . . . 20
Section 9.2 Powers and Duties of General Partner . . . . . . 20
Section 9.3 Liability . . . . . . . . . . . . . . . . . . . 21
Section 9.4 Exculpation . . . . . . . . . . . . . . . . . . 22
Section 9.5 Fiduciary Duty . . . . . . . . . . . . . . . . . 22
Section 9.6 Indemnification . . . . . . . . . . . . . . . . 23
Section 9.7 Outside Businesses . . . . . . . . . . . . . . . 23
Section 9.8 Limits on General Partner's Powers . . . . . . . 24
Section 9.9 Tax Matters Partner . . . . . . . . . . . . . . 25
Section 9.10 Expenses . . . . . . . . . . . . . . . . . . . . 25
ARTICLE X
TRANSFERS OF INTERESTS BY PARTNERS
Section 10.1 Transfer of Interests . . . . . . . . . . . . . 25
Section 10.2 Transfer of LP Certificates . . . . . . . . . . 26
Section 10.3 Persons Deemed Preferred Security Holders . . . 26
Section 10.4 Book Entry Interests . . . . . . . . . . . . . 26
Section 10.5 Notices to Clearing Agency . . . . . . . . . . 27
Section 10.6 Appointment of Successor Clearing Agency . . . 27
Section 10.7 Definitive LP Certificates; Appointment
of Paying Agent(s) . . . . . . . . . . . . . . 28
ARTICLE XI
WITHDRAWAL; DISSOLUTION; LIQUIDATION AND
DISTRIBUTION OF ASSETS
Section 11.1 Withdrawal of Partners . . . . . . . . . . . . 29
Section 11.2 Dissolution of the Partnership . . . . . . . . 29
Section 11.3 Liquidation . . . . . . . . . . . . . . . . . . 30
Section 11.4 Distribution in Liquidation . . . . . . . . . . 31
ii
<PAGE>
Section 11.5 Rights of Limited Partners . . . . . . . . . . 31
Section 11.6 Termination . . . . . . . . . . . . . . . . . . 31
ARTICLE XII
AMENDMENTS AND MEETINGS
Section 12.1 Amendments . . . . . . . . . . . . . . . . . . 32
Section 12.2 Amendment of Certificate . . . . . . . . . . . 32
Section 12.3 Meetings of the Partners . . . . . . . . . . . 32
ARTICLE XIII
MISCELLANEOUS
Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . 33
Section 13.2 Entire Agreement . . . . . . . . . . . . . . . 34
Section 13.3 Governing Law . . . . . . . . . . . . . . . . . 34
Section 13.4 Effect . . . . . . . . . . . . . . . . . . . . 35
Section 13.5 Pronouns and Number . . . . . . . . . . . . . . 35
Section 13.6 Captions and Headings . . . . . . . . . . . . . 35
Section 13.7 Partial Enforceability . . . . . . . . . . . . 35
Section 13.8 Counterparts . . . . . . . . . . . . . . . . . 35
Section 13.9 Waiver of Partition . . . . . . . . . . . . . . 35
Section 13.10 Remedies . . . . . . . . . . . . . . . . . . . 35
iii
<PAGE>
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
GEORGIA POWER CAPITAL, L.P.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of
Georgia Power Capital, L.P. (the "Partnership"), dated as of
December 1, 1994, among Georgia Power Company, a Georgia
corporation ("Georgia Power"), as the general partner, Georgia
Power LP Holdings Corp., a Georgia corporation, as the initial
limited partner (the "Initial Limited Partner"), and such other
Persons (as defined herein) who become Limited Partners (as
defined herein) as provided herein.
WHEREAS, Georgia Power and the Initial Limited Partner
entered into an Agreement of Limited Partnership, dated as of
November 9, 1994 (the "Original Limited Partnership Agreement");
WHEREAS, the Certificate of Limited Partnership of the
Partnership was filed with the Office of the Secretary of State
of the State of Delaware on November 10, 1994;
WHEREAS, the Partners (as defined herein) desire to continue
the Partnership as a limited partnership under the Act (as
defined herein) and to amend and restate the Original Limited
Partnership Agreement in its entirety;
NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend and restate the
Original Limited Partnership Agreement in its entirety and hereby
agree as follows:
ARTICLE I
FORMATION AND CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITY HOLDERS;
RETURN OF INITIAL LIMITED PARTNER'S CAPITAL CONTRIBUTION
Section 1.1 Formation and Continuation of the
Partnership. The Partnership was formed as a limited partnership
under the Act by the filing by the General Partner (as defined
herein) of the Certificate (as defined herein) with the Office of
the Secretary of State of the State of Delaware on November 10,
1994 and the entering into by the General Partner and the Initial
Limited Partner of the Original Limited Partnership Agreement.
The parties hereto agree to continue the Partnership as a limited
partnership under the Act. The General Partner, for itself and
as agent for the Limited Partners, shall make every reasonable
<PAGE>
effort to assure that all certificates and documents are properly
executed and shall accomplish all filing, recording, publishing
and other acts necessary or appropriate for compliance with all
the requirements for the continuation of the Partnership as a
limited partnership under the Act and under all other laws of the
State of Delaware or such other jurisdictions in which the
General Partner determines that the Partnership may conduct
business. The rights, liabilities and duties of the Partners
shall be as provided in the Act except as modified by this
Agreement. Where not otherwise specified in this Agreement, the
Act governs the rights and obligations of the parties to this
Agreement.
Section 1.2 Name. The name of the Partnership is
"Georgia Power Capital, L.P.", as such name may be modified from
time to time by the General Partner following written notice to
the Limited Partners. The Partnership business may be conducted
under the name of the Partnership or any other name deemed
advisable by the General Partner.
Section 1.3 Business of the Partnership. The sole
purpose of the Partnership is (a) to issue partnership interests
in the Partnership, including, without limitation, Preferred
Securities (as defined herein), and to loan the proceeds thereof
to Georgia Power, such loans to be evidenced by Junior
Subordinated Debentures (as defined herein) or other similar debt
instruments of Georgia Power, and (b) except as otherwise limited
herein, to enter into, make and perform all contracts and other
undertakings, and engage in all activities and transactions as
the General Partner may reasonably deem necessary or advisable
for the carrying out of the foregoing purpose of the Partnership.
Section 1.4 Term. The term of the Partnership commenced
on the date the Certificate was filed with the Secretary of State
of the State of Delaware and shall continue until December 31,
2093, unless dissolved before such date in accordance with the
provisions of this Agreement.
Section 1.5 Registered Agent and Office. The
Partnership's registered agent and office in the State of
Delaware shall be The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. At any time, the General Partner may designate
another registered agent and/or registered office.
Section 1.6 Principal Place of Business. The principal
place of business of the Partnership shall be at c/o Georgia
Power Company, 333 Piedmont Avenue, N.E., Atlanta, Georgia
30308. Upon ten days written notice to the Limited Partners, the
General Partner may change the location of the Partnership's
principal place of business.
2
<PAGE>
Section 1.7 Name and Business Address of General Partner.
The name and business address of the General Partner are as
follows:
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Attention: Corporate Secretary
The General Partner may change its name or business address from
time to time, in which event the General Partner shall promptly
notify the Limited Partners of any such change.
Section 1.8 Admission of Holders of Preferred Securities.
(a) Without necessity for execution of this Agreement,
upon receipt by a Person of an LP Certificate (as defined herein)
and payment to the Partnership of the Purchase Price (as defined
herein) for the Preferred Securities represented by such LP
Certificate in connection with the initial issuance by the
Partnership of such Preferred Securities, which shall be deemed
to constitute a request by such Person that the books and records
of the Partnership reflect such Person's admission as a limited
partner of the Partnership, such Person shall be admitted to the
Partnership as a limited partner of the Partnership and shall
become bound by this Agreement.
(b) Following the first admission of a Preferred
Security Holder to the Partnership as a Limited Partner pursuant
to paragraph (a) above, the Initial Limited Partner shall receive
the return of its capital contribution without interest or
deduction, but will continue to be a limited partner of the
Partnership. While the Initial Limited Partner shall continue to
be a limited partner of the Partnership, the Initial Limited
Partner shall only have such rights, if any, as are expressly
provided to the Initial Limited Partner pursuant to this
Agreement.
(c) The name and mailing address of each Partner and
the amount contributed by such Partner to the capital of the
Partnership shall be listed on the books and records of the
Partnership. The General Partner shall be required to update the
books and records from time to time as necessary to accurately
reflect the information therein.
3
<PAGE>
ARTICLE II
DEFINED TERMS
Section 2.1 Definitions. Unless the context otherwise
requires, the terms defined in this Article II shall, for the
purposes of this Agreement, have the meanings herein specified.
"Act" means the Delaware Revised Uniform Limited Partnership
Act, 6 Del. C. Section 17-101, et seq., as amended from time to
time.
"Action" has the meaning set forth in Section 6.1(b).
"Adjusted Capital Account" has the meaning set forth in
Section 4.2(d)(i).
"Affiliate" means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or
holding with power to vote 10% or more of the outstanding voting
securities or other ownership interests of the specified Person,
(b) any Person 10% or more of whose outstanding voting securities
or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a
partnership in which the specified Person is a general partner,
(e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.
"Agreement" means this Amended and Restated Agreement of
Limited Partnership of the Partnership, as amended, modified,
supplemented or restated from time to time.
"Book Entry Interests" means a beneficial interest in the LP
Certificates, ownership and transfers of which shall be made
through book entries by a Clearing Agency as described in Section
10.4.
"Business Day" means any day other than a day on which
banking institutions in The City of New York are authorized or
required by law to close.
"Capital Account" has the meaning set forth in Section 3.3.
"Certificate" means the Certificate of Limited Partnership
of the Partnership filed with the Secretary of State of the State
of Delaware on November 10, 1994, and any and all amendments
thereto and restatements thereof.
4
<PAGE>
"Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act
that is acting as depository for the Preferred Securities and in
whose name shall be registered a global LP Certificate and which
shall undertake to effect book entry transfers and pledges of the
Preferred Securities.
"Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to
time the Clearing Agency effects book entry transfers and pledges
of securities deposited with the Clearing Agency.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any corresponding federal tax statute
enacted after the date of this Agreement. A reference to a
specific section of the Code refers not only to such specific
section but also to any corresponding provision of any federal
tax statute enacted after the date of this Agreement, as such
specific section or corresponding provision is in effect on the
date of application of the provisions of this Agreement
containing such reference.
"Covered Person" means any Partner, any Affiliate of a
Partner or any officers, directors, shareholders, partners,
members, employees, representatives or agents of a Partner or its
respective Affiliates, or any employee or agent of the
Partnership or its Affiliates or any Special Representative.
"Definitive LP Certificates" has the meaning set forth in
Section 10.4.
"Dividends" means the distributions of income paid or
payable to any Limited Partner who is a Preferred Security Holder
pursuant to the terms of the Preferred Securities held by such
Limited Partner, including any interest payable in respect of
arrearages.
"DTC" means The Depository Trust Company, the initial
Clearing Agency.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fiscal Year" means (i) the period commencing upon the
formation of the Partnership and ending on December 31, 1994, and
(ii) any subsequent twelve (12) month period commencing on
January 1 and ending on December 31.
"General Partner" means Georgia Power, in its capacity as
general partner of the Partnership, and any additional or
successor general partner in the Partnership admitted as a
general partner of the Partnership pursuant to this Agreement.
5
<PAGE>
"Georgia Power" has the meaning set forth in the forepart of
this Agreement.
"Guarantee" means the Guarantee Agreement dated as of
December 1, 1994 of Georgia Power in respect of the Preferred
Securities.
"Holders" means, with respect to a series of Preferred
Securities, Preferred Security Holders in whose name one or more
LP Certificates representing Preferred Securities of such series
are registered.
"Indemnified Person" means the General Partner, any Special
Representative, any Affiliate of the General Partner or any
Special Representative or any officers, directors, shareholders,
members, partners, employees, representatives or agents of the
General Partner or any Special Representative, or any employee or
agent of the Partnership or its Affiliates.
"Indenture" means the Indenture dated as of December 1, 1994
between Georgia Power and Trust Company Bank, as Trustee,
pursuant to which the Junior Subordinated Debentures are issued.
"Initial Limited Partner" means Georgia Power LP Holdings
Corp., a Georgia corporation.
"Initial Preferred Limited Partners" means the Persons
admitted as Limited Partners pursuant to Section 1.8(a) in
connection with the initial issuance by the Partnership of
Preferred Securities.
"Interest" means the entire ownership interest of a Partner
in the Partnership at any particular time, including, without
limitation, its interest in the capital, profits, losses and
distributions of the Partnership.
"Junior Subordinated Debentures" means any series of
debentures issued by Georgia Power under the Indenture.
"Limited Partner" means any Person who is admitted to the
Partnership as a limited partner of the Partnership pursuant to
the terms of this Agreement, including the Preferred Security
Holders and the Initial Limited Partner, in each such Person's
capacity as a limited partner of the Partnership.
"Liquidation Distribution" has the meaning set forth in the
applicable Action relating to a series of Preferred Securities.
"Liquidator" has the meaning set forth in Section 11.3.
"Loss Carried Forward Amount" means, as of the first day of
any month for any series of Preferred Securities, an amount equal
6
<PAGE>
to the excess of (x) all Net Loss allocated to the Holders of
such series of Preferred Securities from the date of issuance of
such series of Preferred Securities through and including the day
prior to the first day of such month pursuant to
Section 4.1(b)(ii) over (y) the amount of Net Income allocated to
the Holders of such series of Preferred Securities pursuant to
Section 4.1(a)(ii) with respect to such period.
"LP Certificate" means a certificate of partnership interest
substantially in the form attached hereto as Annex A, evidencing
the Preferred Securities held by a Limited Partner.
"Majority in liquidation preference of the Preferred
Securities" means Holder(s) of a series of Preferred Securities
or, as the context may require, Holder(s) of more than one series
of Preferred Securities voting as a class, who are the record
owners of Preferred Securities whose liquidation preference
(including the stated preference amount that would be paid on
redemption or maturity, plus accrued and unpaid dividends,
whether or not declared, to the date upon which the voting
percentages are determined) represents more than 50% of the above
stated liquidation preference of all Preferred Securities of such
series or, as applicable, multiple series.
"Net Income" and "Net Loss", respectively, for any period
means the income and loss, respectively, of the Partnership for
such period as determined in accordance with the method of
accounting followed by the Partnership for federal income tax
purposes, including, for all purposes, any income exempt from tax
and any expenditures of the Partnership which are described in
Code Section 705(a)(2)(B); provided, however, that any item
allocated under Section 4.2 shall be excluded from the
computation of Net Income and Net Loss.
"Partners" means the General Partner and the Limited
Partners, collectively, where no distinction is required by the
context in which the term is used.
"Partnership" means the limited partnership heretofore
formed and continued under and pursuant to this Agreement.
"Paying Agent" has the meaning set forth in Section 10.7.
"Person" means any individual, corporation, limited
liability company, association, partnership, trust or other
entity.
"Preferred Securities" means the limited partner interests
in the Partnership described in Article VI.
"Preferred Security Holder" has the meaning set forth in
Section 10.3.
7
<PAGE>
"Preferred Security Beneficial Owner" means, with respect to
a Book Entry Interest, a Person who is the beneficial owner of
such Book Entry Interest, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).
"Pricing Agreement" means a Pricing Agreement between the
Partnership and Georgia Power relating to the issuance of the
Preferred Securities.
"Purchase Price" for any Preferred Security means the amount
paid for such Preferred Security in the initial sale by the
Partnership of such Preferred Security.
"Securities Act" means the Securities Act of 1933, as
amended.
"66-2/3% in liquidation preference of the Preferred
Securities" means Holder(s) of a series of Preferred Securities
or, as the context may require, Holder(s) of more than one series
of Preferred Securities voting as a class, who are the record
owners of Preferred Securities whose liquidation preference
(including the stated preference amount that would be paid on
redemption or maturity, plus accrued and unpaid dividends,
whether or not declared, to the date upon which the voting
percentages are determined) represents more than 66-2/3% of the
above stated liquidation preference of all Preferred Securities
of such series or, as applicable, multiple series.
"Special Representative" means a special representative of
the Partnership and the Holders elected or appointed in
accordance with the applicable Action relating to a series of
Preferred Securities.
"Tax Matters Partner" means the General Partner designated
as such in Section 9.9 hereof.
"10% in liquidation preference of the Preferred Securities"
means Holders(s) of a series of Preferred Securities or, as the
context may require, Holder(s) of more than one series of
Preferred Securities voting as a class, who are the record owners
of Preferred Securities whose liquidation preference (including
the stated preference amount that would be paid on redemption or
maturity, plus accrued and unpaid dividends, whether or not
declared, to the date upon which the voting percentages are
determined) represents more than 10% of the above stated
liquidation preference of all Preferred Securities of such series
or, as applicable, multiple series.
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"Treasury Regulations" means the income tax regulations,
including temporary regulations, promulgated under the Code, as
such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
"Trustee" means the Trustee under the Indenture.
"Underwriting Agreement" means an Underwriting Agreement
among the Partnership and the underwriters named therein relating
to the issuance of the Preferred Securities.
ARTICLE III
CAPITAL CONTRIBUTIONS, REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS
Section 3.1 Capital Contributions.
(a) The General Partner has, prior to the date hereof,
contributed an aggregate of $3.00 to the capital of the
Partnership, which amount is equal to at least 3% of the total
capital contributions to the Partnership, after taking into
account the contribution of the Initial Limited Partner referred
to in paragraph (b) of this Section 3.1. Subject to Section
4.1(c), the General Partner shall from time to time make such
additional capital contributions as are necessary to maintain its
Capital Account balance at least equal to 3% of the aggregate
positive Capital Account balances of all Partners.
(b) The Initial Limited Partner has, prior to the date
hereof, contributed the amount of $97.00 to the capital of the
Partnership which amount is being returned to the Initial Limited
Partner.
(c) With respect to each of the Initial Preferred
Limited Partners, there shall be contributed to the capital of
the Partnership the amount of the Purchase Price for the
Preferred Securities acquired by it (such amount being such
Person's capital contribution to the Partnership).
(d) With respect to each Person (other than the
Initial Preferred Limited Partners) who is issued a Preferred
Security by the Partnership in connection with the initial
issuance by the Partnership of such Preferred Security, there
shall be contributed to the capital of the Partnership an amount
equal to the Purchase Price for such Preferred Security (such
amount being such Person's capital contribution to the
Partnership).
(e) No Limited Partner shall at any time be required
to make any additional capital contributions to the Partnership.
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Section 3.2 Preferred Security Holder's Interest
Represented by Preferred Securities. A Preferred Security
Holder's interest in the Partnership shall be represented by the
Preferred Securities held by such Preferred Security Holder.
Each Preferred Security Holder's respective Preferred Securities
shall be set forth on the books and records of the Partnership.
Each Preferred Security Holder hereby agrees that its interest in
the Partnership and in its Preferred Securities shall for all
purposes be personal property. No Preferred Security Holder
shall have an interest in specific Partnership property.
Section 3.3 Capital Accounts. An individual capital
account (a "Capital Account") shall be established and maintained
on the books of the Partnership for each Partner in compliance
with Treasury Regulations sections 1.704-1(b)(2)(iv) and 1.704-2, as
amended. Subject to the preceding sentence, each Capital Account
will be credited with the capital contributions made and the
profits allocated to such Partner (or predecessor in interest)
and debited by the distributions made and losses allocated to
such Partner (or predecessor in interest).
Section 3.4 Interest on Capital Contributions. No Partner
shall be entitled to interest on or with respect to any capital
contribution to the Partnership.
Section 3.5 Withdrawal and Return of Capital Contributions.
No Partner shall be entitled to withdraw any part of such
Partner's capital contribution to the Partnership or to receive
any distributions from the Partnership, except as provided in
this Agreement.
ARTICLE IV
ALLOCATIONS
Section 4.1 Profits and Losses. Except as provided in
Section 4.2,
(a) the Partnership's Net Income for each calendar
month shall be allocated as follows:
(i) First, to the Holders of each series of
Preferred Securities as of the record date in such calendar
month for the payment of Dividends on such series of
Preferred Securities in an amount equal to the excess of
(x) all Dividends accrued on such series of Preferred
Securities (in accordance with the Action creating such
series) from their date of issuance through and including
the close of such calendar month over (y) the amount of Net
Income allocated to the Holders of such series of Preferred
Securities pursuant to this Section 4.1(a)(i) in all prior
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calendar months; provided, however, that (A) as to any
series of Preferred Securities as to which Dividends are not
cumulative, no Dividend shall be deemed to accrue until the
Partnership has actually paid (or set aside money to pay)
such Dividend and (B) Dividends as to Preferred Securities
that are cumulative and are not payable at the end of each
calendar month shall be deemed to accrue in a manner
consistent with the Action creating such Preferred
Securities. Amounts allocated to all Holders of any series
of Preferred Securities shall be allocated among such
Holders in proportion to the number of Preferred Securities
of such series held by such Holders.
(ii) Second, to the Holders of each series of
Preferred Securities up to an amount equal to the Loss Car-
ried Forward Amount for such series as of the first day of
such month. Amounts allocated to all Holders of any series
of Preferred Securities shall be allocated among such
Holders in proportion to the number of Preferred Securities
of such series held by such Holders.
(iii) Any remaining Net Income shall be allocated
to the General Partner.
(b) The Partnership's Net Loss for any calendar month
shall be allocated as follows:
(i) First, to the General Partner until the
General Partner's Capital Account is reduced to zero;
provided, however, that the aggregate amount of Net Losses
allocated to the General Partner pursuant to this
Section 4.1(b)(i) shall not exceed the sum of 3% of the
total capital contributions of all Partners plus the
aggregate Net Income allocated to the General Partner
pursuant to this Section 4.1.
(ii) Second, to the Holders of each series of
Preferred Securities in proportion to the aggregate Capital
Account balances of the Holders of such series of Preferred
Securities (calculated taking into account only
contributions, distributions and allocations related to such
series), until the Capital Account balances of such Holders
are reduced to zero; provided, however, that the General
Partner shall make appropriate adjustments in these
allocations in accordance with Section 4.1(c) with respect
to any Preferred Securities as to which Net Income has been
allocated with respect to Dividends that accrued but were
not paid. Amounts allocated to the Holders of any series of
Preferred Securities shall be allocated among such Holders
in proportion to the number of Preferred Securities of such
series held by such Holders.
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(iii) Any remaining Net Loss shall be allocated
to the General Partner.
(c) Notwithstanding the provisions of subsections (a)
and (b) of this Section 4.1, upon a dissolution and liquidation
of the Partnership, the General Partner shall allocate such Net
Income and Net Loss to the Preferred Security Holders as it deems
reasonably necessary so that to the extent possible the Preferred
Security Holders' Capital Account balances immediately prior to
their Liquidation Distributions are equal to their Liquidation
Distributions as provided in the Action establishing such series
of Preferred Securities; provided, however, that no allocation
pursuant to this Section 4.1(c) may result in the General Partner
being required to make any capital contributions pursuant to
Section 3.1.
Section 4.2 Other Allocation Provisions.
(a) For purposes of determining the profits, losses or
any other items allocable to any period, profits, losses and any
such other items shall be determined on a daily, monthly or other
basis, as determined by the General Partner using any method that
is permissible under section 704 of the Code and the Treasury
Regulations.
(b) The Partners are aware of the income tax conse-
quences of the allocations made by this Article IV and hereby
agree to be bound by the provisions of this Article IV in
reporting their shares of Partnership income and loss for income
tax purposes.
(c) Notwithstanding anything to the contrary that may
be expressed or implied in this Article IV, the interest of the
General Partner in each item of income, gain, loss, deduction and
credit will be equal to at least (i) at any time that aggregate
capital contributions to the Partnership are equal to or less
than $50,000,000, 1% of each such item and (ii) at any time that
aggregate capital contributions to the Partnership are greater
than $50,000,000, 1%, multiplied by a fraction (not exceeding one
and not less than 0.2), the numerator of which is $50,000,000 and
the denominator of which is the lesser of the aggregate Capital
Account balances of the Capital Accounts of all Partners at such
time and the aggregate capital contributions to the Partnership
of all Partners at such time, of such item.
(d) (i) If during any taxable year, a Partner
unexpectedly receives an adjustment, allocation or distribution
described in Treasury Regulations Sections 1.704-1(b)(2)(ii)
(d)(4), (5) or (6), which causes or increases a deficit balance
in the Partner's Adjusted Capital Account (as defined below),
there shall be allocated to the Partner items of Partnership
income and gain (consisting of a pro rata portion of each item of
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Partnership income, including gross income and gain for such
year) in an amount and manner sufficient to eliminate such
deficit. The foregoing is intended to be a "qualified income
offset" provision as described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in all
respects in accordance with that Regulation.
A Partner's "Adjusted Capital Account" at any time shall
equal the Partner's Capital Account at such time (x) increased by
the sum of (A) the amount of the Partner's share of Partnership
minimum gain (as defined in Treasury Regulations Sections 1.704-
2(g)(1) and (3)) and (B) the amount of the Partner's share of the
minimum gain attributable to a "partner nonrecourse debt" (as
defined in Treasury Regulations Section 1.704-2(i)(5)) and
(y) decreased by reasonably expected adjustments, allocations and
distributions described in Treasury Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6).
(ii) While this Agreement does not provide
certain provisions required by Treasury Regulations Sections
1.704-1(b) and 1.704-2 because those provisions apply to
transactions that are not expected to occur, the Partners intend
that the allocations under Section 4.1 conform to Treasury
Regulations Sections 1.704-1(b) and 1.704-2 (including, without
limitation, the minimum gain chargeback, chargeback of partner
nonrecourse debt minimum gain and partner nonrecourse debt
provisions of such Regulation), and the General Partner shall
make such changes in the allocations under Section 4.1 as it
believes are reasonably necessary to meet the requirements of
such Treasury Regulations.
(e) Solely for the purpose of adjusting the Capital
Accounts of the Partners, and not for tax purposes, if any pro-
perty is distributed in kind to any Partner, the difference
between its fair market value and its book value at the time of
distribution shall be treated as gain or loss recognized by the
Partnership and allocated pursuant to the provisions of
Section 4.1; provided, however, that Net Income and Net Loss
allocated as a result of the distribution of any series of Junior
Subordinated Debentures to the Holders of any series of Preferred
Securities or to the General Partner (or both) shall be allocated
to the Partner receiving the Junior Subordinated Debentures in
proportion to the amount of Junior Subordinated Debentures
distributed to them. For this purpose, the fair market value of
any property shall be determined by the General Partner in its
sole discretion; provided, however, that the value of any Junior
Subordinated Debenture shall at all times be treated as equal to
the value of any Preferred Security if the interest rate on and
principal amount of the Junior Subordinated Debenture is the same
as the Dividend payable on and the liquidation preference with
respect to the Preferred Security.
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(f) Notwithstanding the provisions of Section 4.1 hereof,
to the extent that the General Partner makes any payment pursuant
to Section 9.10, any deduction associated with such payment shall
be specially allocated to the General Partner.
Section 4.3 Allocations for Income Tax Purposes. The
income, gains, losses, deductions and credits of the Partnership
shall be allocated in the same manner as the items entering into
the computation of Net Income and Net Loss were allocated under
Sections 4.1 and 4.2; provided, however, that solely for federal,
state and local income and franchise tax purposes and not for
book or Capital Account purposes, income, gain, loss and
deduction with respect to any property properly carried on the
Partnership's books at a value other than the tax basis of such
property shall be allocated in a manner determined in the General
Partner's discretion, so as to take into account (consistently
with Code Section 704(c) principles) the difference between such
property's book value and its tax basis.
Section 4.4 Withholding. The Partnership shall comply with
withholding requirements under federal, state and local law and
shall remit amounts withheld to and file required forms with
applicable jurisdictions. To the extent that the Partnership is
required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Partner, the
amount withheld shall be deemed to be a distribution in the
amount of the withholding to the Partner. In the event of any
claimed overwithholding, Partners shall be limited to an action
against the applicable jurisdiction. If the amount withheld was
not withheld from actual distributions, the Partnership may
reduce subsequent distributions by the amount of such
withholding. Each Partner agrees to furnish the Partnership with
any representations and forms as shall reasonably be requested by
the Partnership to assist it in determining the extent of, and in
fulfilling, its withholding obligations.
ARTICLE V
DIVIDENDS
Section 5.1 Dividends. Limited Partners shall receive
periodic Dividends, if any, redemption payments and liquidation
distributions in accordance with the applicable terms of the
Preferred Securities. Subject to the rights of the Preferred
Securities, all remaining cash shall be distributed to the
General Partner at such time as the General Partner shall
determine.
Section 5.2 Limitations on Distributions. Notwithstanding
any provision to the contrary contained in this Agreement, the
Partnership shall not make a distribution to any Partner on
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account of its interest in the Partnership if such distribution
would violate Section 17-607 of the Act or other applicable law.
ARTICLE VI
ISSUANCE OF PREFERRED SECURITIES
Section 6.1 General Provisions Regarding Preferred
Securities.
(a) The aggregate number of Preferred Securities which
the Partnership shall have authority to issue is unlimited.
(b) The General Partner on behalf of the Partnership
is authorized to issue from time to time limited partner inter-
ests in the Partnership (the "Preferred Securities") in one or
more series having such designations, rights, privileges, re-
strictions, preferences and other terms and provisions as may
from time to time be established in a written action or actions
(each, an "Action") of the General Partner providing for the
issue of such series. In connection with the foregoing, the
General Partner is expressly authorized, prior to issuance, to
set forth in an Action or Actions providing for the issue of such
series, the following:
(i) the distinctive designation of such series
which shall distinguish it from other series;
(ii) the number of Preferred Securities included
in such series, which number may be increased or decreased
from time to time unless otherwise provided by the General
Partner in creating the series;
(iii) the annual Dividend rate (or method of
determining such rate) for Preferred Securities of such
series and the date or dates upon which such Dividends shall
be payable, provided, however, Dividends on any series of
Preferred Securities shall be payable on a monthly basis to
Holders of such series of Preferred Securities as of a
record date in each month during which such series of
Preferred Securities are outstanding;
(iv) whether Dividends on the Preferred Securi-
ties of such series shall be cumulative, and, in the case of
Preferred Securities of any series having cumulative
Dividend rights, the date or dates or method of determining
the date or dates from which Dividends on the Preferred
Securities of such series shall be cumulative;
(v) the amount or amounts which shall be paid
out of the assets of the Partnership to the Holders of the
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Preferred Securities of such series upon voluntary or
involuntary dissolution, winding up or termination of the
Partnership;
(vi) the price or prices at which, the period or
periods within which, and the terms and conditions upon
which, the Preferred Securities of such series may be
redeemed or purchased, in whole or in part, at the option of
the Partnership or the General Partner;
(vii) the obligation, if any, of the Partnership
to purchase or redeem Preferred Securities of such series
and the price or prices at which, the period or periods
within which, and the terms and conditions upon which, the
Preferred Securities of such series shall be purchased or
redeemed, in whole or in part, pursuant to such obligation;
(viii) the voting rights, if any, of the Preferred
Securities of such series in addition to those required by
law, including the number of votes per Preferred Security
and any requirement for the approval by the Holders of
Preferred Securities, or of the Preferred Securities of one
or more series, or of both, as a condition to specified
action or amendments to this Agreement; and
(ix) any other relative rights, powers, prefer-
ences or limitations of the Preferred Securities of the
series not inconsistent with this Agreement or with
applicable law.
(c) In connection with the foregoing and without
limiting the generality thereof, the General Partner is hereby
expressly authorized, without the vote or approval of any Limited
Partner, including any Preferred Security Holder, (i) to take any
Action to create under the provisions of this Agreement a series
of Preferred Securities that was not previously outstanding and
(ii) to admit Preferred Security Holders as limited partners of
the Partnership. Without the vote or approval of any Limited
Partner, including any Preferred Security Holder, the General
Partner may execute, swear to, acknowledge, deliver, file and
record whatever documents may be required in connection with the
issue from time to time of Preferred Securities in one or more
series as shall be necessary, convenient or desirable to reflect
the issue of such series. The General Partner shall do all
things it deems to be appropriate or necessary to comply with the
Act and is authorized and directed to do all things it deems to
be necessary or permissible in connection with any future
issuance, including compliance with any statute, rule, regulation
or guideline of any federal, state or other governmental agency
or any securities exchange.
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(d) Any Action or Actions taken by the General Partner
pursuant to the provisions of this Section 6.1 shall be deemed an
amendment and supplement to and part of this Agreement.
(e) The payment of Dividends and payments on
dissolution of the Partnership or on redemption in respect of
Preferred Securities shall be guaranteed by Georgia Power
pursuant to and to the extent set forth in the Guarantee. The
Preferred Security Holders hereby authorize the General Partner
to hold the Guarantee on behalf of the Preferred Security
Holders. In the event of the appointment of a Special
Representative to, among other things, enforce the Guarantee, the
Special Representative may take possession of the Guarantee for
such purpose. If no Special Representative has been appointed to
enforce the Guarantee, the General Partner has the right to en-
force the Guarantee on behalf of the Preferred Security Holders.
The Holders of not less than a majority in liquidation preference
of the Preferred Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy
available in respect of the Guarantee including the giving of
directions to the General Partner or the Special Representative,
as the case may be. If the General Partner or the Special
Representative fails to enforce the Guarantee as above provided,
a Preferred Security Holder may institute a legal proceeding
directly against the guarantor under the Guarantee to enforce its
rights under the Guarantee, without first instituting a legal
proceeding against the Partnership or any other Person. The
Preferred Security Holders, by acceptance of such Preferred
Securities, thereby agree to the subordination provisions and
other terms of the Guarantee.
(f) The proceeds received by the Partnership from the
issuance of any series of Preferred Securities, together with the
proceeds of any capital contribution of the General Partner made
at the time of such issuance, shall be invested by the
Partnership in Junior Subordinated Debentures with (A) an
aggregate principal amount equal to such aggregate proceeds and
(B) an interest rate equal to the Dividend rate of such series of
Preferred Securities.
(g) So long as any series of Junior Subordinated
Debentures are held by the Partnership, the General Partner shall
not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such
series, (ii) waive any past default which is waivable under
Section 6.06 of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the
Junior Subordinated Debentures of such series shall be due and
payable or (iv) consent to any amendment, modification or
termination of the Indenture without, in each case, obtaining the
prior approval of the Holders of at least 66-2/3% in liquidation
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preference of all series of Preferred Securities who would be
affected thereby if their Preferred Securities were to be
exchanged for Junior Subordinated Debentures, acting as a single
class; provided, however, that where a consent under the
Indenture would require the consent of each holder of Junior
Subordinated Debentures affected thereby, no such consent shall
be given by the General Partner without the prior consent of each
Holder of all series of Preferred Securities who would be
affected thereby if its Preferred Securities were to be exchanged
for Junior Subordinated Debentures. The General Partner shall
not revoke any action previously authorized or approved by a vote
of the Holders of any series of Preferred Securities who would be
affected thereby if their Preferred Securities were to be
exchanged for Junior Subordinated Debentures. The General
Partner shall notify all Holders of any series of Preferred
Securities of any notice of default received from the Trustee
with respect to the related series of Junior Subordinated
Debentures.
(h) The Partnership may not issue any limited partner
interests in the Partnership (including, without limitation, any
series of Preferred Securities), unless such series of Preferred
Securities ranks pari passu with each other series of Preferred
Securities then outstanding as regards (A) participation in
profits and Dividends of the Partnership and (B) participation in
the assets of the Partnership. All Preferred Securities shall
rank senior to the General Partner's Interest in respect of the
right to receive Dividends and the right to receive payments out
of the assets of the Partnership upon voluntary or involuntary
dissolution, winding up or termination of the Partnership. All
Preferred Securities redeemed, purchased or otherwise acquired by
the Partnership (including Preferred Securities surrendered for
conversion or exchange) shall be canceled.
(i) No Holder of a Preferred Security shall be en-
titled as a matter of right to subscribe for or purchase, or have
any preemptive right with respect to, any part of any new or
additional issue of Preferred Securities of any class whatsoever,
or of securities convertible into any Preferred Securities of any
class whatsoever, whether now or hereafter authorized and whether
issued for cash or other consideration or by way of a Dividend.
ARTICLE VII
BOOKS OF ACCOUNT, RECORDS AND REPORTS
Section 7.1 Books and Records. (a) Proper and complete
records and books of account of the Partnership shall be kept by
the General Partner in which shall be entered fully and
accurately all transactions and other matters relative to the
Partnership's business as are usually entered into records and
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books of account maintained by Persons engaged in businesses of a
like character, including a Capital Account for each Partner.
The books and records of the Partnership, together with a copy of
this Agreement and a certified copy of the Certificate, shall at
all times be maintained at the principal office of the
Partnership and shall be open to the inspection and examination
of any Limited Partner or its duly authorized representative for
any purpose reasonably related to its Interest during reasonable
business hours.
(b) Notwithstanding any other provision of this
Agreement, the General Partner may, to the maximum extent per-
mitted by applicable law, keep confidential from the Partners any
information which the General Partner reasonably believes to be
in the nature of trade secrets or other information the
disclosure of which the General Partner in good faith believes is
not in the best interests of the Partnership or could damage the
Partnership or its business or which the Partnership is required
by law or by an agreement with any Person to keep confidential.
(c) Within three months after the close of each Fiscal
Year, the General Partner shall transmit to each Partner, a
statement indicating such Partner's share of each item of Part-
nership income, gain, loss, deduction or credit for such Fiscal
Year for federal income tax purposes.
Section 7.2 Accounting Method. For both financial and tax
reporting purposes and for purposes of determining profits and
losses, the books and records of the Partnership shall be kept on
the accrual method of accounting applied in a consistent manner
and shall reflect all Partnership transactions and be appropriate
and adequate for the Partnership's business.
ARTICLE VIII
POWERS, RIGHTS AND DUTIES OF THE LIMITED PARTNERS
Section 8.1 Limitations. The Limited Partners shall not
participate in the management or control of the Partnership's
business, property or other assets nor shall the Limited Partners
transact any business for the Partnership, nor shall the Limited
Partners have the power to act for or bind the Partnership, said
powers being vested solely and exclusively in the General
Partner. The Limited Partners shall have such rights as are set
forth herein, including any Action, and as are set forth in the
Guarantee and the Indenture. The Limited Partners shall have no
interest in the properties or assets of the General Partner, or
any equity therein, or in any proceeds of any sales thereof
(which sales shall not be restricted in any respect), by virtue
of acquiring or owning an Interest.
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Section 8.2 Liability. Subject to the provisions of the
Act, no Limited Partner shall be liable for the repayment,
satisfaction or discharge of any debts or other obligations of
the Partnership in excess of the Capital Account balance of such
Limited Partner.
Section 8.3 Priority. No Limited Partner shall have
priority over any other Limited Partner as to Partnership allo-
cations or distributions.
ARTICLE IX
POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER
Section 9.1 Authority. Subject to the limitations provided
in this Agreement, the General Partner shall have exclusive and
complete authority and discretion to manage the operations and
affairs of the Partnership and to make all decisions regarding
the business of the Partnership. Any action taken by the General
Partner shall constitute the act of and serve to bind the
Partnership. In dealing with the General Partner acting on
behalf of the Partnership, no Person shall be required to inquire
into the authority of the General Partner to bind the
Partnership. Persons dealing with the Partnership are entitled
to rely conclusively on the power and authority of the General
Partner as set forth in this Agreement.
Section 9.2 Powers and Duties of General Partner. Except
as otherwise specifically provided herein, the General Partner
shall have all rights and powers of a general partner under the
Act, and shall have all authority, rights and powers in the
management of the Partnership business to do any and all other
acts and things necessary, proper, convenient or advisable to
effectuate the purposes of this Agreement, including by way of
illustration but not by way of limitation, the following:
(a) to secure the necessary goods and services
required in performing the General Partner's duties for the
Partnership;
(b) to exercise all powers of the Partnership, on
behalf of the Partnership, in connection with enforcing the
Partnership's rights and interest under the Junior Subordinated
Debentures;
(c) to issue Preferred Securities, and series thereof,
in accordance with this Agreement;
(d) to establish a record date with respect to all
actions to be taken hereunder that require a record date be
established, including with respect to Dividends and voting
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rights, and to make determinations as to the payment of
Dividends, and make all other required payments to Preferred
Security Holders and to the General Partner as the Partnership's
paying agent;
(e) to open, maintain and close bank accounts and to
draw checks and other orders for the payment of money;
(f) to bring or defend, pay, collect, compromise,
arbitrate, resort to legal action, or otherwise adjust claims or
demands of or against the Partnership;
(g) to deposit, withdraw, invest, pay, retain and
distribute the Partnership's funds in a manner consistent with
the provisions of this Agreement;
(h) to take all action which may be necessary or
appropriate for the preservation and the continuation of the
Partnership's valid existence, rights, franchises and privileges
as a limited partnership under the laws of the State of Delaware
and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Limited
Partners or to enable the Partnership to conduct the business in
which it is engaged;
(i) to take all action not inconsistent with appli-
cable law, the Certificate or this Agreement as long as such
action does not adversely affect the interests of the Preferred
Security Holders, necessary to conduct its affairs and to operate
the Partnership in such a way that the Partnership would not be
deemed an "investment company" required to be registered under
the Investment Company Act of 1940, as amended, or taxed as a
corporation for federal income tax purposes and so that the
Junior Subordinated Debentures will be treated as indebtedness of
Georgia Power for federal income tax purposes;
(j) to cause the Partnership to enter into and perform
from time to time, on behalf of the Partnership, one or more
Underwriting Agreements and one or more Pricing Agreements
providing for the sale of Preferred Securities and to cause the
Partnership to purchase the Junior Subordinated Debentures
without any further act, vote or approval of any Partner; and
(k) to execute and deliver any and all documents or
instruments, perform all duties and powers and do all things for
and on behalf of the Partnership in all matters necessary,
desirable, convenient or incidental to the foregoing.
Section 9.3 Liability. Except as expressly set forth in
this Agreement, (a) the General Partner shall not be personally
liable for the return of any portion of the capital contributions
(or any return thereon) of the Limited Partners; (b) the return
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of such capital contributions (or any return thereon) shall be
made solely from assets of the Partnership; and (c) the General
Partner shall not be required to pay to the Partnership or to any
Limited Partner any deficit in any Limited Partner's Capital
Account upon dissolution or otherwise.
Section 9.4 Exculpation. (a) No Indemnified Person shall
be liable, responsible or accountable in damages or otherwise to
the Partnership or any Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the
Partnership and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on
such Indemnified Person by this Agreement or by law except that
an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's gross
negligence or willful misconduct with respect to such acts or
omissions.
(b) An Indemnified Person shall be fully protected in
relying in good faith upon the records of the Partnership and
upon such information, opinions, reports or statements presented
to the Partnership by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with
reasonable care by or on behalf of the Partnership, including
information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other
facts pertinent to the existence and amount of assets from which
distributions to Partners might properly be paid.
Section 9.5 Fiduciary Duty. (a) To the extent that, at law
or in equity, an Indemnified Person has duties (including
fiduciary duties) and liabilities relating thereto to the
Partnership or to any other Covered Person, an Indemnified Person
acting under this Agreement shall not be liable to the
Partnership or to any other Covered Person for its good faith
reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or
in equity, are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.
(b) Unless otherwise expressly provided herein,
(i) whenever a conflict of interest exists or arises between Cov-
ered Persons, or (ii) whenever this Agreement or any other
agreement contemplated herein or therein provides that an In-
demnified Person shall act in a manner that is, or provides terms
that are, fair and reasonable to the Partnership or any Partner,
the Indemnified Person shall resolve such conflict of interest,
take such action or provide such terms, considering in each case
the relative interest of each party (including its own interest)
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to such conflict, agreement, transaction or situation and the
benefits and burdens relating to such interests, any customary or
accepted industry practices, and any applicable generally
accepted accounting practices or principles. In the absence of
bad faith by the Indemnified Person, the resolution, action or
term so made, taken or provided by the Indemnified Person shall
not constitute a breach of this Agreement or any other agreement
contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.
(c) Whenever in this Agreement an Indemnified Person
is permitted or required to make a decision (i) in its "discre-
tion" or under a grant of similar authority, the Indemnified
Person shall be entitled to consider such interests and factors
as it desires, including its own interests, and shall have no
duty or obligation to give any consideration to any interest of
or factors affecting the Partnership or any other Person, or (ii)
in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed
by this Agreement or by applicable law.
Section 9.6 Indemnification. (a) To the fullest extent
permitted by applicable law, the Partnership shall indemnify and
hold harmless each Indemnified Person from and against any loss,
damage or claim incurred by such Indemnified Person by reason of
any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Partnership and in a manner
such Indemnified Person reasonably believed to be within the
scope of authority conferred on such Indemnified Person by this
Agreement, except that no Indemnified Person shall be entitled to
be indemnified in respect of any loss, damage or claim incurred
by such Indemnified Person by reason of gross negligence or
willful misconduct with respect to such acts or omissions;
provided, however, that any indemnity under this Section 9.6
shall be provided out of and to the extent of Partnership assets
only, and no Covered Person shall have any personal liability on
account thereof.
(b) To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person
in defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Partnership prior to the
final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Partnership of an undertaking by
or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled
to be indemnified as authorized in Section 9.6(a).
Section 9.7 Outside Businesses. Any Covered Person may
engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar
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or dissimilar to the business of the Partnership, and the
Partnership and the Partners shall have no rights by virtue of
this Agreement in and to such independent ventures or the income
or profits derived therefrom and the pursuit of any such venture,
even if competitive with the business of the Partnership, shall
not be deemed wrongful or improper. No Covered Person shall be
obligated to present any particular investment or other
opportunity to the Partnership even if such opportunity is of a
character that, if presented to the Partnership, could be taken
by the Partnership, and any Covered Person shall have the right
to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular
investment or other opportunity.
Section 9.8 Limits on General Partner's Powers.
Anything in this Agreement to the contrary notwithstanding, the
General Partner shall not cause or permit the Partnership to
(a) acquire any assets other than as expressly pro-
vided herein;
(b) possess Partnership property for other than a
Partnership purpose;
(c) admit a Person as a partner of the Partnership,
except as expressly provided in this Agreement;
(d) make any loans to the General Partner or its
Affiliates, other than loans represented by the Junior
Subordinated Debentures or other similar debt instruments of
Georgia Power;
(e) perform any act that would subject any Limited
Partner to liability as a general partner in any jurisdiction;
(f) engage in any activity that is not consistent with
the purposes of the Partnership, as set forth in Section 1.3;
(g) confess a judgment against the Partnership;
(h) without the written consent of 66-2/3% in
liquidation preference of the outstanding Preferred Securities
have an order for relief entered with respect to the Partnership
or commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary
case under any such law, or consent to the appointment of or
taking possession by a receiver, trustee or other custodian for
all or a substantial part of the Partnership's property, or make
any assignment for the benefit of creditors of the Partnership;
it being understood that nothing in this paragraph (h) is to
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affect the ability of the Partnership to dissolve pursuant to
this Agreement; or
(i) subject to Section 1.3, borrow money or become
liable for the borrowings of any third party or engage in any
financial or other trade or business.
Section 9.9 Tax Matters Partner. (a) For purposes of Code
Section 6231(a)(7), the "Tax Matters Partner" shall be Georgia
Power as long as it remains the general partner of the
Partnership. The Tax Matters Partner shall keep the Limited
Partners fully informed of any inquiry, examination or proceeding
involving any taxing authority.
(b) The General Partner shall not make an election in
accordance with section 754 of the Code.
(c) The General Partner and the Preferred Security
Holders acknowledge that they intend, for United States federal
income tax purposes, that the Partnership shall be treated as a
partnership and that the General Partner and the Preferred
Security Holders shall be treated as partners of the Partnership
for such purposes.
Section 9.10 Expenses. (a) The General Partner shall pay
for all, and the Partnership shall not be obligated to pay,
directly or indirectly, for any, costs and expenses of the
Partnership (including, but not limited to, costs and expenses
relating to the organization of, and offering of limited partner
interests in, the Partnership and costs and expenses relating to
the operation of the Partnership, including without limitation,
costs and expenses of accountants, attorneys, statistical or
bookkeeping services and computing or accounting equipment,
paying agent(s), registrar(s), transfer agent(s), duplicating,
travel and telephone and costs and expenses incurred in
connection with the acquisition, financing, and disposition of
Partnership assets).
(b) The General Partner will pay any and all taxes
(other than United States withholding taxes) and all liabilities,
costs and expenses with respect to such taxes of the Partnership.
ARTICLE X
TRANSFERS OF INTERESTS BY PARTNERS
Section 10.1 Transfer of Interests. (a) Preferred
Securities shall be freely transferable by a Preferred Security
Holder.
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(b) The General Partner may not assign its interest in
the Partnership in whole or in part under any circumstances
except to a successor of Georgia Power as permitted under the
Indenture. The admission of such successor as a general partner
of the Partnership shall be effective upon the filing of an
amendment to the Certificate with the Secretary of State of the
State of Delaware which indicates that such successor has been
admitted as a general partner in the Partnership. If the General
Partner assigns its entire Interest to a successor of Georgia
Power as permitted under the Indenture, the General Partner shall
cease to be a general partner in the Partnership simultaneously
with the admission of the successor as a general partner in the
Partnership. Any such successor general partner in the
Partnership is hereby authorized to and shall continue the
business of the Partnership without dissolution.
(c) No Interest shall be transferred, in whole or in
part, except in accordance with the terms and conditions set
forth in this Agreement. Any transfer or purported transfer of
any Interest not made in accordance with this Agreement shall be
null and void.
Section 10.2 Transfer of LP Certificates. The General
Partner shall provide for the registration of LP Certificates and
of transfers of LP Certificates. Upon surrender for registration
of transfer of any LP Certificate, the General Partner shall
cause one or more new LP Certificates to be issued in the name of
the designated transferee or transferees. Every LP Certificate
surrendered for registration of transfer shall be accompanied by
a written instrument of transfer in form satisfactory to the
General Partner duly executed by the Preferred Security Holder or
such Holder's attorney duly authorized in writing. Each LP
Certificate surrendered for registration of transfer shall be
canceled by the General Partner. A transferee of an LP
Certificate shall be admitted to the Partnership as a Limited
Partner and shall be entitled to the rights and subject to the
obligations of a Preferred Security Holder hereunder upon the
receipt by such transferee of an LP Certificate. By acceptance
of an LP Certificate, each transferee shall be deemed to have
requested admission as a Limited Partner and to have agreed to be
bound by this Agreement. The transferor of an LP Certificate, in
whole, shall cease to be a Limited Partner at the time that the
transferee of such LP Certificate is admitted to the Partnership
as a Limited Partner in accordance with this Section 10.2.
Section 10.3 Persons Deemed Preferred Security Holders. The
Partnership may treat the Person in whose name any LP Certificate
shall be registered on the books and records of the Partnership
as the sole holder of such LP Certificate and of the Preferred
Securities represented by such LP Certificate (the "Preferred
Security Holder") for purposes of receiving Dividends and for all
other purposes whatsoever and, accordingly, shall not be bound to
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recognize any equitable or other claim to or interest in such LP
Certificate or in the Preferred Securities represented by such LP
Certificate on the part of any other Person, whether or not the
Partnership shall have actual or other notice thereof.
Section 10.4 Book Entry Interests. Unless otherwise
specified in the Action with respect to any series of Preferred
Securities, the LP Certificates, on original issuance, will be
issued in the form of a global LP Certificate or LP Certificates
representing the Book Entry Interests, to be delivered to DTC,
the initial Clearing Agency, by, or on behalf of, the
Partnership. Such LP Certificate or LP Certificates shall
initially be registered on the books and records of the
Partnership in the name of Cede & Co., the nominee of DTC, and no
Preferred Security Beneficial Owner will receive a definitive LP
Certificate representing such Preferred Security Beneficial
Owner's interests in such LP Certificate, except as provided in
Section 10.7. Unless and until definitive, fully registered LP
Certificates (the "Definitive LP Certificates") have been issued
to the Preferred Security Beneficial Owners pursuant to
Section 10.7:
(i) The provisions of this Section shall be in
full force and effect;
(ii) The Partnership and the General Partner
shall be entitled to deal with the Clearing Agency for all
purposes of this Agreement (including the payment of
Dividends on the LP Certificates and receiving approvals,
votes or consents hereunder) as the Preferred Security
Holder and the sole holder of the LP Certificates and shall
have no obligation to the Preferred Security Beneficial
Owners;
(iii) To the extent that the provisions of this
Section conflict with any other provisions of this
Agreement, the provisions of this Section shall control; and
(iv) The rights of the Preferred Security
Beneficial Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by
law and agreements between such Preferred Security
Beneficial Owners and the Clearing Agency and/or the
Clearing Agency Participants. DTC will make book entry
transfers among the Clearing Agency Participants and receive
and transmit payments of Dividends on the LP Certificates to
such Clearing Agency Participants.
Section 10.5 Notices to Clearing Agency. Whenever a notice
or other communication to the Preferred Security Holders is
required under this Agreement, unless and until Definitive LP
Certificates shall have been issued to the Preferred Security
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Beneficial Owners pursuant to Section 10.7, the General Partner
shall give all such notices and communications specified herein
to be given to the Preferred Security Holders to the Clearing
Agency, and shall have no obligations to the Preferred Security
Beneficial Owners.
Section 10.6 Appointment of Successor Clearing Agency. If
any Clearing Agency elects to discontinue its services as
securities depository with respect to the Preferred Securities,
the General Partner may, in its sole discretion, appoint a
successor Clearing Agency with respect to the Preferred
Securities.
Section 10.7 Definitive LP Certificates; Appointment of
Paying Agent(s). If (i) a Clearing Agency elects to discontinue
its services as securities depository with respect to the
Preferred Securities and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to
Section 10.6 or (ii) the Partnership elects to terminate the book
entry system through the Clearing Agency, then (a) Definitive LP
Certificates shall be prepared by the Partnership and (b) the
General Partner shall authorize one or more Persons (each, a
"Paying Agent") to pay Dividends, redemption payments or
liquidation payments on behalf of the Partnership with respect to
the Preferred Securities. Upon surrender of the global LP
Certificate or LP Certificates representing the Book Entry
Interests by the Clearing Agency, accompanied by registration
instructions, the General Partner shall cause Definitive LP
Certificates to be delivered to Preferred Security Beneficial
Owners in accordance with the instructions of the Clearing
Agency. Neither the General Partner nor the Partnership shall be
liable for any delay in delivery of such instructions and each of
them may conclusively rely on, and shall be protected in relying
on, such instructions. Any Person receiving a Definitive LP
Certificate in accordance with this Article X shall be admitted
to the Partnership as a Limited Partner upon receipt of such
Definitive LP Certificate and shall be registered on the books
and records of the Partnership as a Preferred Security Holder.
The Clearing Agency or the nominee of the Clearing Agency, as the
case may be, shall cease to be a Limited Partner under this
Section 10.7 at the time that at least one additional Person is
admitted to the Partnership as a Limited Partner in accordance
with this Section 10.7. The Definitive LP Certificates shall be
printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the General Partner, as
evidenced by its execution thereof.
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ARTICLE XI
WITHDRAWAL; DISSOLUTION; LIQUIDATION AND
DISTRIBUTION OF ASSETS
Section 11.1 Withdrawal of Partners. Subject to the
further provisions of this Section 11.1 and except as provided in
Article X, no Partner shall at any time withdraw from the
Partnership. Any Partner withdrawing in contravention of this
Section 11.1 shall indemnify, defend and hold harmless the
Partnership and the other Partners from and against any losses,
expenses, judgments, fines, settlements or damages suffered or
incurred by the Partnership or such other Partners arising out of
or resulting from such withdrawal. No permitted transfer of all
or any portion of a Partner's Interest in the Partnership in
accordance with Article X shall constitute a withdrawal in
violation of this Section 11.1. Further, the withdrawal of a
Holder in connection with the redemption of its entire Interest
in the Partnership, in accordance with the terms hereof or of an
Action, shall not constitute a violation of this Section 11.1.
Section 11.2 Dissolution of the Partnership. (a) The
Partnership shall not be dissolved by the admission of additional
or successor Partners in accordance with the terms of this
Agreement. The death, withdrawal, bankruptcy or dissolution of a
Limited Partner, or the occurrence of any other event which
terminates the Interest of a Limited Partner in the Partnership,
shall not, in and of itself, cause the Partnership to be
dissolved and its affairs wound up. To the fullest extent
permitted by applicable law, upon the occurrence of such event,
the General Partner may, without any further act, vote or
approval of any Partner, admit any Person to the Partnership as
an additional or substitute limited partner in the Partnership,
which admission shall be effective as of the date of the occur-
rence of such event, and the business of the Partnership shall be
continued without dissolution.
(b) The Partnership shall be dissolved and its affairs
shall be wound up upon the occurrence of any of the following
events:
(i) the expiration of the term of the
Partnership, as provided in Section 1.4 hereof;
(ii) upon the bankruptcy of the General Partner;
(iii) upon the assignment by the General Partner
of its entire interest in the Partnership when the assignee
is not admitted to the Partnership as a general partner of
the Partnership in accordance with Section 10.1, or the
filing of a certificate of dissolution or its equivalent
with respect to the General Partner, or the revocation of
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the General Partner's charter and the expiration of 90 days
after the date of notice to the General Partner of
revocation without a reinstatement of its charter, or any
other event occurs (other than the bankruptcy of the General
Partner) which causes the General Partner to cease to be a
general partner of the Partnership under the Act, unless the
business of the Partnership is continued in accordance with
the Act (any remaining general partner of the Partnership is
hereby authorized to and shall continue the business of the
Partnership without dissolution);
(iv) in accordance with any Action;
(v) on the entry of a decree of judicial
dissolution under Section 17-802 of the Act; or
(vi) upon the written consent of all Partners.
(c) Upon dissolution of the Partnership, the
Liquidator (as defined below) shall promptly notify the Partners
of such dissolution.
Section 11.3 Liquidation. (a) In the event of the
dissolution of the Partnership for any reason, the General
Partner (or, if the Partnership is dissolved pursuant to Section
11.2(b)(ii) or (iii), then a liquidating trustee appointed by
66-2/3% in liquidation preference of the Preferred Securities
(the General Partner or such Person so appointed is hereinafter
referred to as the "Liquidator")) shall commence to wind up the
affairs of the Partnership and to liquidate the Partnership's
assets; provided, however, that a reasonable time shall be
allowed for the orderly liquidation of the assets of the
Partnership and the satisfaction of liabilities to creditors so
as to enable the Partners to minimize the normal losses attendant
upon liquidation. The Partners shall continue to share all
income, losses and distributions during the period of liquidation
in accordance with Articles IV and V. Subject to the provisions
of this Article XI, the Liquidator shall have full right and
unlimited discretion to determine the time, manner and terms of
any sale or sales of Partnership property pursuant to such
liquidation, giving due regard to the activity and condition of
the relevant market and general financial and economic
conditions.
(b) The Liquidator shall have all of the rights and
powers with respect to the assets and liabilities of the
Partnership in connection with the liquidation and winding up of
the Partnership that the General Partner would have with respect
to the assets and liabilities of the Partnership during the term
of the Partnership, and the Liquidator is hereby expressly
authorized and empowered to execute any and all documents
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necessary or desirable to effectuate the liquidation and winding
up of the Partnership and the transfer of any assets.
(c) Notwithstanding the foregoing, a Liquidator which
is not the General Partner shall not, by virtue of acting in such
capacity, be deemed a Partner in the Partnership or have any of
the economic interests in the Partnership of a Partner; and such
Liquidator may be compensated for its services to the Partnership
at normal, customary and competitive rates for its services to
the Partnership as reasonably determined by a majority in
liquidation preference of the Preferred Securities.
Section 11.4 Distribution in Liquidation. Upon the winding
up of the Partnership, the assets of the Partnership shall be
distributed in the following order of priority:
(i) to creditors of the Partnership, including
Partners who are creditors, to the extent otherwise
permitted by law, in satisfaction of the liabilities of the
Partnership (whether by payment or the making of reasonable
provision for payment thereof);
(ii) to the Holders of each series of Preferred
Securities in accordance with the terms of the Action
establishing such series of Preferred Securities; and
(iii) to the remaining Partners in proportion to
such Partners' positive Capital Account balances.
Section 11.5 Rights of Limited Partners. Each Limited
Partner shall look solely to the assets of the Partnership for
all distributions with respect to the Partnership and such
Partner's capital contribution (including return thereof), and
such Partner's share of profits or losses thereof, and shall have
no recourse therefor (upon dissolution or otherwise) against the
General Partner. No Partner shall have any right to demand or
receive property other than cash upon dissolution and termination
of the Partnership.
Section 11.6 Termination. The Partnership shall terminate
when all of the assets of the Partnership shall have been
disposed of and the assets shall have been distributed as
provided in Section 11.4, and the Liquidator has executed and
caused to be filed a certificate of cancellation of the Cer-
tificate.
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ARTICLE XII
AMENDMENTS AND MEETINGS
Section 12.1 Amendments. Except as otherwise provided in
this Agreement or by any applicable terms of any Action
establishing a series of Preferred Securities, this Agreement may
be amended by, and only by, a written instrument executed by the
General Partner; provided, however, that (i) no amendment shall
be made, and any such purported amendment shall be void and
ineffective, to the extent the result thereof would be to cause
the Partnership to be treated as anything other than a
partnership for purposes of United States income taxation and
(ii) any amendment which would adversely affect the rights,
privileges or preferences of any series of Preferred Securities
may be effected only as permitted by the terms of such series of
Preferred Securities.
Section 12.2 Amendment of Certificate. In the event this
Agreement shall be amended pursuant to Section 12.1, the General
Partner shall amend the Certificate to reflect such change if it
deems such amendment of the Certificate to be necessary or
appropriate.
Section 12.3 Meetings of the Partners. (a) Meetings of the
Limited Partners who are Holders of any series or, in the case of
a class vote, of multiple series of Preferred Securities may be
called at any time by the General Partner (or as provided in any
Action establishing a series of Preferred Securities) to consider
and act on any matter on which Limited Partners are entitled to
act under the terms of this Agreement or the Act. The General
Partner shall call a meeting of Holders of any series or, in the
case of a class vote, multiple series, if directed to do so by
Holders of not less than 10% in liquidation preference of the
Preferred Securities of that series. Such direction shall be
given by delivering to the General Partner one or more calls in
writing stating that the signing Limited Partners wish to call a
meeting and indicating the general or specific purpose for which
the meeting is to be called. Any Limited Partners calling a
meeting shall specify in writing the LP Certificates held by the
Limited Partners exercising the right to call a meeting and only
those specified Interests shall be counted for purposes of
determining whether the required percentage set forth in the
second sentence of this paragraph has been met. Except to the
extent otherwise provided in any such Action, the following
provisions shall apply to meetings of Partners.
(b) Notice of any such meeting shall be given to all
Limited Partners having a right to vote thereat not less than 7
Business Days nor more than 60 days prior to the date of such
meeting. Whenever a vote, consent or approval of Limited Part-
ners is permitted or required under this Agreement, such vote,
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consent or approval may be given at a meeting of Limited Part-
ners. Further, any action that may be taken at a meeting of the
Limited Partners may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by Limited
Partners owning not less than the minimum Interests that would be
necessary to authorize or take such action at a meeting at which
all Limited Partners having a right to vote thereon were present
and voting. Prompt notice of the taking of action without a
meeting shall be given to the Limited Partners entitled to vote
who have not consented in writing. The General Partner may
specify that any written ballot submitted to the Limited Partners
for the purpose of taking any action without a meeting shall be
returned to the Partnership within the time specified by the
General Partner.
(c) Each Limited Partner may authorize any Person to
act for it by proxy on all matters in which a Limited Partner is
entitled to participate, including waiving notice of any meeting,
or voting or participating at a meeting. No proxy shall be valid
after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Limited Partner executing it. Except as
otherwise provided herein, in any Action or pursuant to Section
12.3(e), all matters relating to the giving, voting or validity
of proxies shall be governed by the General Corporation Law of
the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Partnership were a Delaware
corporation and the Limited Partners were stockholders of a
Delaware corporation.
(d) Each meeting of Partners shall be conducted by the
General Partner or by such other Person that the General Partner
may designate.
(e) The General Partner, in its sole discretion, shall
establish all other provisions relating to meetings of Limited
Partners, including notice of the time, place or purpose of any
meeting at which any matter is to be voted on by any Limited
Partners, waiver of any such notice, action by consent without a
meeting, the establishment of a record date, quorum requirements,
voting in person or by proxy or any other matter with respect to
the exercise of any such right to vote.
ARTICLE XIII
MISCELLANEOUS
Section 13.1 Notices. All notices provided for in this
Agreement shall be in writing, duly signed by the party giving
such notice, and shall be delivered, telecopied or mailed by
registered or certified mail, as follows:
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(a) if given to the Partnership, in care of the Gen-
eral Partner at the Partnership's mailing address set forth
below:
Georgia Power Capital, L.P.
c/o Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Attention: Corporate Secretary
with a copy to:
Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Attention: Corporate Finance Department
(b) if given to the General Partner, at its mailing address
set forth below:
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Attention: Corporate Secretary
with a copy to:
Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Attention: Corporate Finance Department
(c) if given to any other Partner, at the address set
forth on the books and records of the Partnership.
All such notices shall be deemed to have been given, in the
case of the Partnership or the General Partner, when received, or
in the case of any other Partner, when delivered in person,
telecopied with receipt confirmed or mailed by registered or
certified mail.
Section 13.2 Entire Agreement. This Agreement constitutes
the entire agreement among the parties. It supersedes any prior
agreement or understandings among them, and it may not be
modified or amended in any manner other than as set forth herein.
Section 13.3 Governing Law. This Agreement and the rights
of the parties hereunder shall be governed by and interpreted in
accordance with the law of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to
principles of conflict of laws.
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Section 13.4 Effect. Except as herein otherwise
specifically provided, this Agreement shall be binding upon and
inure to the benefit of the parties and their legal representa-
tives, successors and assigns.
Section 13.5 Pronouns and Number. Wherever from the
context it appears appropriate, each term stated in either the
singular or the plural shall include the singular and the plural,
and pronouns stated in either the masculine, feminine or neuter
shall include the masculine, feminine and neuter.
Section 13.6 Captions and Headings. Captions and headings
contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit or extend the scope or
intent of this Agreement or any provision hereof.
Section 13.7 Partial Enforceability. If any provision of
this Agreement, or the application of such provision to any
Person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application of such provision to Persons
or circumstances other than those to which it is held invalid,
shall not be affected thereby.
Section 13.8 Counterparts. This Agreement may contain more
than one counterpart of the signature page and this Agreement may
be executed by the affixing of the signature of each of the
Partners to one of such counterpart signature pages. All of such
counterpart signatures pages shall be read as though one, and
they shall have the same force and effect as though all of the
signers had signed a single signature page.
Section 13.9 Waiver of Partition. Each Partner hereby
irrevocably waives any and all rights (if any) that such Partner
may have to maintain any action for partition of any of the
Partnership's property.
Section 13.10 Remedies. The failure of any party to seek
redress for violation of, or to insist upon the strict
performance of, any provision of this Agreement shall not prevent
a subsequent act, which would have originally constituted a
violation, from having the effect of an original violation. The
rights and remedies provided by this Agreement are cumulative and
the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or
otherwise.
35
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above stated.
General Partner:
GEORGIA POWER COMPANY, a Georgia
corporation
By: _______________________________
Name: Warren Y. Jobe
Title: Executive Vice President
Initial Limited Partner:
GEORGIA POWER LP HOLDINGS CORP., a
Georgia corporation
By: _______________________________
Name: Warren Y. Jobe
Title: President
36
<PAGE>
Annex A
Certificate Number Number of Preferred Securities
R-1
CUSIP NO.
Certificate Evidencing Preferred Securities
of
Georgia Power Capital, L.P.
______ Preferred Securities, Series __
(liquidation preference $___ per Preferred Security)
Georgia Power Capital, L.P., a limited partnership formed
under the laws of the State of Delaware (the "Partnership"),
hereby certifies that ________________ (the "Holder") is the
registered owner of ____________ (______) preferred securities of
the Partnership representing limited partner interests in the
Partnership of a series designated the ______ Preferred
Securities, Series __ (liquidation preference $___ per Preferred
Security) (the "Series __ Preferred Securities"). The Series __
Preferred Securities are fully paid and nonassessable limited
partner interests in the Partnership, as to which the limited
partners of the Partnership who hold the Series __ Preferred
Securities (the "Preferred Security Holders"), in their capaci-
ties as limited partners of the Partnership, will, assuming such
Preferred Security Holders do not participate in the control of
the business of the Partnership, have no liability in excess of
their obligations to make payments provided for in the Limited
Partnership Agreement (as defined below) and their share of the
Partnership's assets and undistributed profits (subject to the
obligation of a Preferred Security Holder to repay any funds
wrongfully distributed to it) and are transferable on the books
and records of the Partnership, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the
Series __ Preferred Securities are set forth in, and this
certificate and the Series __ Preferred Securities represented
hereby are issued and shall in all respects be subject to the
terms and provisions of, the Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of ___________,
1994, as the same may be amended from time to time (the "Limited
Partnership Agreement") including the Action of the General
Partner dated ___________________ taken pursuant thereto
<PAGE>
authorizing the issuance of the Series __ Preferred Securities
and determining the designations, rights, privileges,
restrictions, preferences and other terms and provisions
regarding Dividends, voting, return of capital and otherwise, and
other matters relating to the Series ____ Preferred Securities.
Capitalized terms used herein but not defined shall have the
meaning given them in the Limited Partnership Agreement or the
Action. The Holder is entitled to the benefits of the Guarantee
Agreement of Georgia Power Company, a Georgia corporation
("Georgia Power"), dated as of ___________, 1994 (the
"Guarantee") to the extent provided therein. The Partnership
will furnish a copy of the Limited Partnership Agreement, the
Action and the Guarantee to the Holder without charge upon
written request to the Partnership at its principal place of
business or registered office.
Upon receipt of this certificate, the Holder is admitted to
the Partnership as a Limited Partner, is bound by the Limited
Partnership Agreement and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, the Partnership has executed this
certificate this day of ______________, 199__.
GEORGIA POWER CAPITAL, L.P.
By: GEORGIA POWER COMPANY, its General
Partner
By: _______________________________
Name:__________________________
Title:_________________________
(HartlandTJ)\71567\75519\amended2.lpa
<PAGE>
Exhibit B-57
Action of General Partner
of Georgia Power Capital, L.P.
Creating the
9% Cumulative Monthly Income Preferred Securities, Series A
Pursuant to Section 6.1 of the Amended and Restated
Agreement of Limited Partnership of Georgia Power Capital, L.P.
dated as of December 1, 1994 (as amended from time to time, the
"Partnership Agreement"), Georgia Power Company, a Georgia
corporation, as general partner (the "General Partner") of
Georgia Power Capital, L.P., a Delaware limited partnership (the
"Partnership"), desiring to state the designations, rights,
privileges, restrictions, preferences and other terms and
provisions of a new series of Preferred Securities, hereby
authorizes and establishes such new series of Preferred
Securities according to the following terms and conditions (each
capitalized term used but not defined herein having the meaning
set forth in the Partnership Agreement):
1. Designation and Number. Four million (4,000,000)
Preferred Securities of the Partnership, with an aggregate
liquidation preference of $100 million ($100,000,000) and a
liquidation preference of $25 per Preferred Security, are hereby
designated as "9% Cumulative Monthly Income Preferred Securities,
Series A" (hereinafter called the "Series A Preferred Securi-
ties"). The LP Certificates evidencing the Series A Preferred
Securities shall be substantially in the form attached hereto as
Exhibit A. The proceeds of the Series A Preferred Securities
shall be loaned to the General Partner in return for 9% Junior
Subordinated Deferrable Interest Debentures, Series A (the
"Series A Junior Subordinated Debentures") in an aggregate
principal amount equal to the aggregate liquidation preference of
the Series A Preferred Securities, bearing interest at an annual
rate equal to the annual Dividend rate on the Series A Preferred
Securities and having certain payment and redemption provisions
which correspond to the payment and redemption provisions of the
Series A Preferred Securities.
2. Dividends. (a) Dividends payable on each Series A
Preferred Security will be fixed at a rate per annum of 9% of the
stated liquidation preference of $25 per Series A Preferred
Security. Dividends in arrears for more than one month will bear
interest monthly thereon at the rate per annum of 9% thereof.
The term "Dividends" as used herein includes any such interest
payable unless otherwise stated. The amount of Dividends payable
for any period will be computed for any full monthly Dividend
<PAGE>
period on the basis of a 360-day year of twelve 30-day months,
and for any period shorter than a full monthly Dividend period
for which Dividends are computed, Dividends will be computed on
the basis of the actual number of days elapsed in such period.
(b) Dividends on the Series A Preferred Securities will be
cumulative, will accrue from the date of initial issuance and
will be payable monthly in arrears, on the last day of each
calendar month of each year, commencing December 30, 1994, when,
as and if available and determined to be so payable by the
General Partner, except as otherwise described below. Georgia
Power Company has the right under the indenture for the Series A
Junior Subordinated Debentures (the "Indenture") to extend the
interest payment period from time to time on the Series A Junior
Subordinated Debentures to a period not exceeding 60 consecutive
months (each an "Extension Period") and, as a consequence,
monthly Dividends on the Series A Preferred Securities would be
deferred (but would continue to accrue with interest thereon) by
the Partnership during any such Extension Period. Prior to the
termination of any such Extension Period, Georgia Power Company
may further extend such Extension Period, provided that such
Extension Period together with all such previous and further
extensions thereof may not exceed 60 consecutive months. Upon
the termination of any Extension Period and the payment of all
amounts then due, Georgia Power Company may select a new
Extension Period, subject to the above requirements.
(c) Dividends on the Series A Preferred Securities must be
paid on the date such Dividends are payable to the extent that
the Partnership has, on the date such Dividends are payable, (x)
funds legally available for the payment of such Dividends and (y)
cash on hand sufficient to permit such payments. Dividends on
the Series A Preferred Securities will be payable to the Holders
thereof as they appear on the books and records of the
Partnership on the relevant record dates, which, as long as the
Series A Preferred Securities remain in book-entry-only form,
will be one Business Day prior to the relevant payment dates.
Subject to any applicable laws and regulations and the provisions
of the Partnership Agreement, each such payment will be made as
described under the heading "Description of the Series A
Preferred Securities--Book-Entry-Only Issuance - The Depository
Trust Company" in the prospectus for the Series A Preferred
Securities. In the event the Series A Preferred Securities shall
not continue to remain in book-entry-only form, the General
Partner shall have the right to select relevant record dates,
which shall be more than one Business Day prior to the relevant
payment dates. In the event that any date on which Dividends are
payable on the Series A Preferred Securities is not a Business
Day, then payment of the Dividend payable on such date will be
made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next
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<PAGE>
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such date.
3. Certain Restrictions on the Partnership. If Dividends
have not been paid in full on the Series A Preferred Securities,
the Partnership shall not:
(i) declare, pay, or set aside for payment, any Div-
idends on any other series of Preferred Securities, unless
the amounts of any Dividends declared and paid on any other
series of Preferred Securities and on the Series A Preferred
Securities are on a pro rata basis on the dates such
Dividends are paid on such other series of Preferred
Securities, so that
(x) the aggregate amount of Dividends paid on
the Series A Preferred Securities bears to the
aggregate amount of Dividends paid on such other series
of Preferred Securities the same ratio as
(y) the aggregate of all accrued and unpaid
Dividends in respect of the Series A Preferred
Securities bears to the aggregate of all accrued and
unpaid Dividends in respect of such other series of
Preferred Securities; or
(ii) redeem, purchase or otherwise acquire any other
Preferred Securities;
until, in each case, such time as all accrued and unpaid Divi-
dends on the Series A Preferred Securities shall have been paid
in full for all Dividend periods terminating on or prior to, in
the case of clause (i), such payment and, in the case of clause
(ii), the date of such redemption, purchase or acquisition.
4. Liquidation Distribution Upon Dissolution. In the
event of any voluntary or involuntary dissolution, winding up or
termination of the Partnership, the Holders of the Series A
Preferred Securities at the time will be entitled to receive out
of the assets of the Partnership available for distribution to
Partners after satisfaction of liabilities of creditors as
required by the Act, before any distribution of assets is made to
the General Partner, but together with the Holders of every other
series of Preferred Securities outstanding, an amount equal to,
in the case of Holders of Series A Preferred Securities, the
aggregate of the stated liquidation preference of $25 per Series
A Preferred Security plus accrued and unpaid Dividends thereon to
the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such dissolution,
winding up or termination, Series A Junior Subordinated
Debentures in an aggregate principal amount equal to the stated
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<PAGE>
liquidation preference of such Series A Preferred Securities, and
bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Dividends on such Series A Preferred
Securities, shall be distributed on a pro rata basis to the
Holders of the Series A Preferred Securities.
If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Partnership has insufficient
assets available to pay in full the aggregate Liquidation
Distribution and the aggregate maximum liquidation distributions
on any other series of Preferred Securities, then the amounts
payable directly by the Partnership on the Series A Preferred
Securities and on such other series of Preferred Securities shall
be paid in cash or in kind on a pro rata basis, so that
(x) the aggregate amount paid in respect of the Liq-
uidation Distribution bears to the aggregate amount paid as
liquidation distributions on the other series of Preferred
Securities the same ratio as
(y) the aggregate Liquidation Distribution bears to
the aggregate maximum liquidation distributions on the other
series of Preferred Securities.
5. Redemption. (a) The Series A Preferred Securities
shall be redeemable, at the option of the Partnership in whole or
in part from time to time, on or after December 19, 1999, upon
not less than 30 nor more than 60 days' notice, at a redemption
price of $25 per Series A Preferred Security plus an amount equal
to accrued and unpaid Dividends thereon to the date fixed for
redemption, payable in cash (the "Redemption Price"). In the
event that fewer than all the outstanding Series A Preferred
Securities are to be so redeemed, the Series A Preferred
Securities to be redeemed will be selected as described in
Section 5(e)(ii) below. If a partial redemption would result in
the delisting of the Series A Preferred Securities by any
national securities exchange or other organization on which the
Series A Preferred Securities are then listed, the Partnership
may only redeem the Series A Preferred Securities in whole.
(b) If at any time Georgia Power Company (1) pays at
maturity or (2) redeems Series A Junior Subordinated Debentures,
the proceeds from such payment or redemption of such Series A
Junior Subordinated Debentures shall be applied to redeem Series
A Preferred Securities at the Redemption Price upon not less than
30 nor more than 60 days' notice.
(c) If a Tax Event or an Investment Company Event (each as
hereinafter defined, and each a "Special Event") shall occur and
be continuing, the General Partner shall elect to either
(x) cause the Partnership to redeem the Series A Preferred
Securities in whole (and not in part), upon not less than 30 or
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<PAGE>
more than 60 days' notice at the Redemption Price, within 90 days
following the occurrence of such Special Event; provided that, if
and as long as at the time there is available to the General
Partner the opportunity to eliminate, within such 90-day period,
the Special Event by taking some ministerial action, such as
filing a form or making an election, or pursuing some other
similar reasonable measure that has no adverse effect on the
Partnership or Georgia Power Company, the General Partner will
pursue such measure in lieu of redemption, or (y) dissolve the
Partnership and, after satisfaction of creditors as required by
the Act, cause Series A Junior Subordinated Debentures to be
distributed to the Holders of the Series A Preferred Securities
in liquidation of the Partnership, within 90 days following the
occurrence of such Special Event. In the case of a Tax Event,
the General Partner may, as an alternative to electing to redeem
the Series A Preferred Securities or dissolving the Partnership,
elect to cause the Series A Preferred Securities to remain
outstanding.
"Tax Event" means that the General Partner shall have
obtained an opinion of nationally recognized independent tax
counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency
or regulatory authority (including the enactment of any
legislation and the publication of any judicial decision or
regulatory determination), (c) any interpretation or
pronouncement that provides for a position with respect to such
laws or regulations that differs from the theretofore generally
accepted position or (d) any action taken by any governmental
agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or effective or which interpretation
or pronouncement is issued or announced or which action is taken,
in each case on or after the date of this Action, there is more
than an insubstantial risk that (i) the Partnership is subject to
federal income tax with respect to interest accrued or received
on the Series A Junior Subordinated Debentures, (ii) the Part-
nership is subject to more than a de minimis amount of taxes,
duties or other governmental charges, or (iii) interest payable
by Georgia Power Company to the Partnership on the Series A
Junior Subordinated Debentures will not be deductible by Georgia
Power Company for federal income tax purposes.
"Investment Company Event" means the occurrence of a change
in law or regulation or a change in interpretation or application
of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law") to
the effect that the Partnership is or will be considered an
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<PAGE>
"investment company" which is required to be registered under the
Investment Company Act of 1940, as amended (the "1940 Act"),
which Change in 1940 Act Law becomes effective on or after the
date of this Action; provided that no Investment Company Event
shall be deemed to have occurred if the General Partner obtains a
written opinion of nationally recognized independent counsel to
the Partnership experienced in practice under the 1940 Act to the
effect that the General Partner has successfully issued an
additional or supplemental irrevocable and unconditional
guarantee or taken such other actions as may be necessary so
that, in the opinion of such counsel, notwithstanding such Change
in 1940 Act Law, the Partnership is not required to be registered
as an "investment company" within the meaning of the 1940 Act.
In case of any uncertainty regarding an Investment Company Event,
the good faith determination of the General Partner (based on the
advice of counsel) shall be conclusive.
After the date fixed for any distribution of Series A Junior
Subordinated Debentures, upon dissolution of the Partnership, (i)
the Series A Preferred Securities will no longer be deemed to be
outstanding, (ii) The Depository Trust Company (the "Depository")
or its nominee, as the record Holder of the Series A Preferred
Securities, will receive a registered global certificate or
certificates representing the Series A Junior Subordinated
Debentures to be delivered upon such distribution and (iii) any
certificates representing Series A Preferred Securities not held
by the Depository or its nominee will be deemed to represent
Series A Junior Subordinated Debentures having a principal amount
equal to the stated liquidation preference of such Series A
Preferred Securities, and bearing accrued and unpaid interest in
an amount equal to the accrued and unpaid Dividends on such
Series A Preferred Securities until such certificates are
presented to Georgia Power Company or its agent for transfer or
reissuance.
(d) The Partnership may not redeem fewer than all the
outstanding Series A Preferred Securities unless all accrued and
unpaid Dividends have been paid on all Series A Preferred
Securities for all monthly Dividend periods terminating on or
prior to the date of redemption.
(e) Redemption or Exchange Procedures. (i) Notice of any
redemption (a "Notice of Redemption") of, or notice of
distribution of Series A Junior Subordinated Debentures in
exchange for, the Series A Preferred Securities will be given by
the Partnership by mail to each Holder of Series A Preferred
Securities to be redeemed or exchanged not fewer than 30 nor more
than 60 days prior to the date fixed for redemption or exchange
thereof; provided, that no such notice shall be required in the
case of a redemption of Series A Preferred Securities resulting
from payment at maturity of the Series A Junior Subordinated
Debentures as contemplated in paragraph 5(b)(1) above, the
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<PAGE>
redemption date for the Series A Preferred Securities being the
same as such maturity date in such case. For purposes of the
calculation of the date of redemption or exchange and the dates
on which notices are given pursuant to this paragraph (e)(i), a
Notice of Redemption or notice of distribution shall be deemed to
be given on the day such notice is first mailed by first-class
mail, postage prepaid, to Holders of Series A Preferred
Securities. Each Notice of Redemption or notice of distribution
shall be addressed to the Holders of Series A Preferred
Securities at the address of each such Holder appearing in the
books and records of the Partnership. No defect in the Notice of
Redemption or notice of distribution or in the mailing of either
thereof with respect to any Holder shall affect the validity of
the redemption or exchange proceedings with respect to any other
Holder.
(ii) In the event that fewer than all the outstanding Series
A Preferred Securities are to be redeemed, the Series A Preferred
Securities to be redeemed will be selected in accordance with
paragraph (e)(iv) below or, in the event that Series A Preferred
Securities are not held by the Depository, by lot or in such
other manner as the General Partner shall deem fair or
appropriate.
(iii) If the Partnership gives a Notice of Redemption in
respect of Series A Preferred Securities (which notice will be
irrevocable) then, by 12:00 noon, New York City time, on the
redemption date, the Partnership will deposit irrevocably with
the Depository funds sufficient to pay the applicable Redemption
Price and will give the Depository irrevocable instructions and
authority to pay the Redemption Price to the Holders of the
Series A Preferred Securities. If Notice of Redemption shall
have been given and funds deposited as required, then upon the
date of such deposit, all rights of Holders of such Series A
Preferred Securities so called for redemption will cease, except
the right of the Holders of such Series A Preferred Securities to
receive the Redemption Price, but without interest on such
Redemption Price. Neither the General Partner nor the
Partnership shall be required to register or cause to be
registered the transfer of any Series A Preferred Securities
which have been so called for redemption. In the event that any
date fixed for redemption of Series A Preferred Securities is not
a Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such date fixed for redemption.
In the event that payment of the Redemption Price in respect of
Series A Preferred Securities is improperly withheld or refused
and not paid either by the Partnership or by Georgia Power
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<PAGE>
Company pursuant to the Guarantee described in the Prospectus for
the Series A Preferred Securities (the "Guarantee"), Dividends on
such Series A Preferred Securities will continue to accrue, from
the original redemption date to the date of payment, in which
case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.
(iv) Redemption or exchange notices shall be sent to the
Depository or its nominee. If less than all of the Series A
Preferred Securities are being redeemed, interests to be redeemed
shall be determined in accordance with the Depository's practice
which at the date hereof is to determine by lot the amount of the
interest of each direct participant in such series to be
redeemed.
(v) Under the circumstances described in clause (y) of
Section 5(c) above and as of the date fixed for distribution of
Series A Junior Subordinated Debentures, any LP Certificates
representing Series A Preferred Securities outstanding shall be
deemed to represent the Series A Junior Subordinated Debentures
to be distributed on such an exchange, and the Series A Preferred
Securities will no longer be deemed outstanding and may be
cancelled by the General Partner. The Series A Junior
Subordinated Debentures distributed upon such an exchange shall
have an aggregate principal amount equal to the aggregate
liquidation preference of $25 per security of the Series A
Preferred Securities so exchanged, and shall bear interest at a
rate per annum equal to the annual Dividend rate on such Series A
Preferred Securities from the last date on which Dividends on
such Series A Preferred Securities were paid.
(vi) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws),
Georgia Power Company or any of its subsidiaries, including the
Partnership, may at any time and from time to time purchase
outstanding Series A Preferred Securities by tender, in the open
market or by private agreement. If the Partnership purchases and
cancels any Series A Preferred Securities, the Series A
Junior Subordinated Debentures may be repaid in a principal
amount equal to the aggregate stated liquidation preference of
the Series A Preferred Securities so purchased, together with any
accrued and unpaid interest on such principal amount of Series A
Junior Subordinated Debentures.
6. Voting Rights. (a) Except as provided under paragraph
6(b) below and as otherwise required by law and the Partnership
Agreement, the Holders of the Series A Preferred Securities will
have no voting rights.
(b) If (i) arrearages on Dividends on the Series A
Preferred Securities shall exist for 18 consecutive monthly
Dividend periods; (ii) an Event of Default (as defined in the
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<PAGE>
Indenture) occurs and is continuing on the Series A Junior
Subordinated Debentures; or (iii) Georgia Power Company is in
default on any of its payment obligations under the Guarantee,
then the Holders of the Series A Preferred Securities, together
with the Holders of any other series of Preferred Securities
having the right to vote for the appointment of a special
representative of the Partnership and the Limited Partners (a
"Special Representative"), in such event, acting as a single
class, will be entitled by the vote of a majority in aggregate
liquidation preference of such Holders to appoint and authorize a
Special Representative to enforce the Partnership's creditor
rights under the Series A Junior Subordinated Debentures, to
enforce the rights of the Holders of the Series A Preferred
Securities under the Guarantee and to enforce the rights of the
Holders of the Series A Preferred Securities to receive Dividends
on the Series A Preferred Securities. The Special Representative
shall not, by virtue of acting in such capacity, be admitted as a
general partner in the Partnership or otherwise be deemed to be a
general partner in the Partnership and shall have no liability
for the debts, obligations or liabilities of the Partnership.
Not later than 30 days after such right to appoint a Special
Representative arises, the General Partner will convene a meeting
for the purpose of appointing a Special Representative. If the
General Partner fails to convene such meeting within such 30-day
period, the Holders of 10% in liquidation preference of the
outstanding Preferred Securities will be entitled to convene such
meeting. The provisions of the Partnership Agreement relating to
the convening and conduct of the meetings of the Partners will
apply with respect to any such meeting. In the event that, at
any such meeting, Holders of less than a majority in aggregate
liquidation preference of Preferred Securities entitled to vote
for the appointment of a Special Representative vote for such
appointment, no Special Representative shall be appointed. Any
Special Representative appointed shall cease to be a special
representative of the Partnership and the Limited Partners if the
Partnership (or Georgia Power Company pursuant to the Guarantee)
shall have paid in full all accrued and unpaid Dividends on the
Preferred Securities or such default or breach, as the case may
be, shall have been cured, and the General Partner shall continue
the business of the Partnership without dissolution.
Notwithstanding the appointment of any such Special
Representative, Georgia Power Company shall continue as General
Partner and shall retain all rights under the Indenture,
including the right to extend the interest payment period.
In furtherance of the foregoing, and without limiting the
powers of any Special Representative so appointed and for the
avoidance of any doubt concerning the powers of the Special
Representative, any Special Representative, in its own name, in
the name of the Partnership, in the name of the Limited Partners,
or otherwise, may institute or cause to be instituted a
proceeding, including, without limitation, any suit in equity, an
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<PAGE>
action at law or other judicial or administrative proceeding, to
enforce the Partnership's rights directly against Georgia Power
Company or any other obligor in connection with such obligations
to the same extent as the Partnership and on behalf of the
Partnership, and may prosecute such proceeding to judgment or
final decree, and enforce the same against Georgia Power Company,
or any other obligor in connection with such obligations.
If any proposed amendment to the Partnership Agreement
provides for, or the General Partner otherwise proposes to
effect, (i) any action that would adversely affect the powers,
preferences or special rights of the Series A Preferred
Securities, whether by way of amendment to the Partnership
Agreement or otherwise (including, without limitation, the
authorization or issuance of any limited partner interests in the
Partnership ranking, as to participation in the profits or
Dividends or in the assets of the Partnership, senior to the
Series A Preferred Securities), or (ii) the dissolution, winding
up or termination of the Partnership, other than (x) in
connection with the distribution of Series A Junior Subordinated
Debentures upon the occurrence of a Special Event or (y) as
described in paragraph 8 below, then the Holders of outstanding
Series A Preferred Securities will be entitled to vote on such
amendment or proposal of the General Partner (but not on any
other amendment or proposal) as a class with all other Holders of
series of Preferred Securities similarly affected, and such
amendment or proposal shall not be effective except with the
approval of the Holders of 66-2/3% in liquidation preference of
such outstanding Preferred Securities having a right to vote on
the matter; provided, however, that no such approval shall be
required if the dissolution, winding up or termination of the
Partnership is proposed or initiated upon the initiation of
proceedings, or after proceedings have been initiated, for the
dissolution, winding up, liquidation or termination of Georgia
Power Company.
The rights attached to the Series A Preferred Securities
will be deemed not to be adversely affected by the creation or
issue of, and no vote will be required for the creation or issue
of, any further limited partner interests of the Partnership
ranking pari passu with the Series A Preferred Securities with
regard to participation in the profits or Dividends or in the
assets of the Partnership. Holders of Series A Preferred
Securities have no preemptive rights.
So long as any Series A Junior Subordinated Debentures are
held by the Partnership, the General Partner shall not (i) direct
the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to such series, (ii) waive
any past default that is waivable under Section 6.06 of the
Indenture, (iii) exercise any right to rescind or annul a
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<PAGE>
declaration that the principal of all the Series A Junior
Subordinated Debentures shall be due and payable or (iv) consent
to any amendment, modification or termination of the Indenture or
the Series A Junior Subordinated Debentures, where such consent
shall be required, without, in each case, obtaining the prior
approval of the Holders of at least 66-2/3% in liquidation
preference of all series of Preferred Securities who would be
affected thereby if their Preferred Securities were to be
exchanged for Junior Subordinated Debentures, acting as a single
class; provided, however, that where a consent under the
Indenture would require the consent of each Holder affected
thereby, no such consent shall be given by the General Partner
without the prior consent of each Holder of all series of
Preferred Securities who would be affected thereby if its
Preferred Securities were to be exchanged for Junior Subordinated
Debentures. The General Partner shall not revoke any action
previously authorized or approved by a vote of the Holders of any
series of Preferred Securities who would be affected thereby if
their Preferred Securities were to be exchanged for Junior
Subordinated Debentures. The General Partner shall notify all
Holders of the Series A Preferred Securities of any notice of
default received from the Trustee under the Indenture with
respect to the Series A Junior Subordinated Debentures.
Any required approval of Holders of Series A Preferred
Securities may be given at a separate meeting of Holders of
Preferred Securities convened for such purpose, at a meeting of
all of the Partners in the Partnership or pursuant to written
consent. The Partnership will cause a notice of any meeting at
which Holders of Series A Preferred Securities are entitled to
vote, or of any matter upon which action by written consent of
such Holders is to be taken, to be mailed to each Holder of
record of Series A Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description
of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery
of proxies or consents.
No vote or consent of the Holders of Series A Preferred
Securities will be required for the Partnership to redeem and
cancel Series A Preferred Securities in accordance with the
Partnership Agreement.
Notwithstanding that Holders of Series A Preferred
Securities are entitled to vote or consent under any of the
circumstances described above, any of the Series A Preferred
Securities and any other series of Preferred Securities that are
entitled to vote or consent with such Series A Preferred
Securities as a single class at such time that are owned by
Georgia Power Company or by any entity more than 50% of which is
-11-
<PAGE>
owned by Georgia Power Company, either directly or indirectly,
shall not be entitled to vote or consent and shall, for purposes
of such vote or consent, be treated as if they were not
outstanding.
Holders of the Series A Preferred Securities will have no
rights to remove or replace the General Partner.
7. Ranking. So long as any Series A Preferred Securities
are outstanding, the Partnership will not issue any partnership
interests ranking, as to participation in the profits or
Dividends or in the assets of the Partnership, senior to the
Series A Preferred Securities.
8. Mergers, Consolidations or Amalgamations. The
Partnership may not consolidate, amalgamate, merge with or into,
or be replaced by, or convey, transfer or lease its properties
and assets substantially as an entirety to, any corporation or
other body, except as described below. The Partnership may,
without the consent of the Holders of the Series A Preferred
Securities, consolidate, amalgamate, merge with or into, or be
replaced by a limited partnership, limited liability company or
trust organized as such under the laws of any state of the United
States of America provided that (i) such successor entity either
(x) expressly assumes all of the obligations of the Partnership
under the Series A Preferred Securities or (y) substitutes for
the Series A Preferred Securities other securities having
substantially the same terms as the Series A Preferred Securities
(the "Successor Securities") so long as the Successor Securities
rank, with respect to participation in the profits and Dividends,
and in the assets, of the successor entity, at least as high as
the Series A Preferred Securities rank with respect to
participation in the profits and Dividends, and in the assets, of
the Partnership, (ii) Georgia Power Company expressly
acknowledges such successor entity as the Holder of the Series A
Junior Subordinated Debentures, (iii) the Series A Preferred
Securities or any Successor Securities are listed, or any
Successor Securities will be listed upon notification of
issuance, on any national securities exchange or other
organization on which the Series A Preferred Securities are then
listed, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Series A Preferred Securities
(including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such
merger, consolidation, amalgamation or replacement does not
adversely affect the powers, preferences and other special rights
of the Holders of the Series A Preferred Securities (including
any Successor Securities) in any material respect (other than
with respect to any dilution of the Holders' interest in the new
entity), (vi) such successor entity has a purpose substantially
identical to that of the Partnership, (vii) prior to such merger,
consolidation, amalgamation or replacement, Georgia Power Company
-12-
<PAGE>
has received an opinion of nationally recognized independent
counsel to the Partnership experienced in such matters to the
effect that (x) such successor entity will be treated as a
partnership for federal income tax purposes, (y) following such
merger, consolidation, amalgamation or replacement, Georgia Power
Capital and such successor entity will be in compliance with the
1940 Act without registering thereunder as an investment company,
and (z) such merger, consolidation, amalgamation or replacement
will not adversely affect the limited liability of the Holders of
the Series A Preferred Securities and (viii) Georgia Power
Company guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the
Guarantee.
This written Action shall constitute an Action for purposes
of the Partnership Agreement and shall be deemed for all purposes
to be a part of the Partnership Agreement.
-13-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Action
of General Partner this 9th day of December, 1994.
GEORGIA POWER COMPANY,
GENERAL PARTNER
By:
Name: Warren Y. Jobe
Title: Executive Vice President
(Hartland) H:\wpdocs\71567\75519\gpcdel4.act
-14-
<PAGE>
Exhibit D-2
INCOME TAX ALLOCATION AGREEMENT
EIGHTEENTH AMENDMENT
SEI Holdings V, Inc. was incorporated in 1993 and is wholly owned by The
Southern Company. SEI Holdings V, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: SEI Holdings V, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
NINETEENTH AMENDMENT
Southern Electric, Inc. was incorporated in 1994 and is wholly owned by The
Southern Company. Southern Electric, Inc. does hereby declare and agree to
the terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: Southern Electric, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTIETH AMENDMENT
SEI Holdings VII, Inc. was incorporated in 1994 and is wholly owned by The
Southern Company. SEI Holdings VII, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: SEI Holdings VII, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-FIRST AMENDMENT
SEI Holdings VIII, Inc. was incorporated in 1994 and is wholly owned by The
Southern Company. SEI Holdings VIII, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: SEI Holdings VIII, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-SECOND AMENDMENT
SEI Holdings IX, Inc. was incorporated in 1994 and is wholly owned by The
Southern Company. SEI Holdings IX, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: SEI Holdings IX, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-THIRD AMENDMENT
SEI Holdings X, Inc. was incorporated in 1994 and is wholly owned by The
Southern Company. SEI Holdings X, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: SEI Holdings X, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-FOURTH AMENDMENT
SEI Holdings XI, Inc. was incorporated in 1994 and is wholly owned by The
Southern Company. SEI Holdings XI, Inc. does hereby declare and agree to the
terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: SEI Holdings XI, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-FIFTH AMENDMENT
Southern Communications Services, Inc. was incorporated in 1993 and is
wholly owned by The Southern Company. Southern Communications Services,
Inc. does hereby declare and agree to the terms and conditions provided in
the Income Tax Allocation Agreement dated December 29, 1981, as amended on
April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: Southern Communications Services, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-SIXTH AMENDMENT
Mobile Energy Services Company, Inc. was incorporated in 1994 and is wholly
owned by The Southern Company. Mobile Energy Services Company, Inc. does
hereby declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: Mobile Energy Services Company, Inc.
_______________________ BY:__________________________
Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
TWENTY-SEVENTH AMENDMENT
Georgia Power LP Holdings Corp. was incorporated in 1994 and is wholly
owned by Georgia Power Company, a wholly owned subsidiary of The Southern
Company. Georgia Power LP Holdings Corp. does hereby declare and agree to
the terms and conditions provided in the Income Tax Allocation Agreement
dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1994 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of
March, 1995.
ATTEST: Georgia Power LP Holdings Corp.
_______________________ BY:__________________________
Secretary
Corporate Guideline
SUBJECT
NUMBER
3.12
ISSUE REVISION
07-01-87 06-30-94
EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE PLAN
This guideline outlines financial assistance available to employees for repair
and restoration of tangible personal property and, in certain instances, for
restoration or repair of real property improvements damaged, lost, or destroyed
as a result of a condition deemed to be a disaster by the President of the
Company. This plan is supplementary to insurance recovery.
I. DEFINITION OF DISASTER
A disaster is a relatively sudden event causing considerable damage,
loss or destruction to tangible personal property and/or real
property improvements and an event deemed to be a disaster by the
President of the Company.
An extreme financial hardship exists when sickness or injury of an
employee or sickness, injury or death of a family member of an
employee creates an urgent need for financial assistance that cannot
otherwise be met through conventional means of credit and is deemed
an extreme financial hardship by the President of the Company.
II. TYPES OF ASSISTANCE AVAILABLE
A. Phase One Disaster Assistance Loans
Interest-free loans, as described herein, are offered for the
purpose of repairing or replacing household furniture,
furnishings, and appliances necessary for resumption of normal
household activities in the employee's primary residence.
B. Phase Two Disaster Assistance Loans
Interest-free loans, as described herein, are offered for the
purpose of assisting employees in repairing or restoring real
property improvements to a primary residence owned by the
employee or by the employee jointly with spouse or other
immediate family member.
C. Financial Hardship Assistance Loans
Interest-free loans, as described herein, are offered for the
purpose of assisting employees in meeting financial needs in
extreme financial hardship situations resulting from sickness,
injury or death.
III. ELIGIBILITY
A. Phase One Disaster Assistance Loans
Eligibility for Phase One Disaster Assistance loans is limited
to regular full-time employees who have suffered loss or major
damage of household furniture, furnishings and appliances.
These interest-free loans are for replacement or restoration
in the amounts specified in this guideline.
B. Phase Two Disaster Assistance Loans
Eligibility for Phase Two loans is limited to regular
full-time employees who have suffered loss of real property
improvements used for or in connection with a dwelling, or
substantial damage thereto, to the extent that they are not
habitable, provided that on the date of the disaster, the
dwelling was owned and occupied on that date by the employee
and his or her family as the principal dwelling. These
interest-free loans are for repairing or restoring such real
property improvements, so that the dwelling becomes habitable
in accordance with provisions, and subject to limitations
hereinafter stated.
C. Financial Hardship Assistance Loans
Eligibility for Financial Hardship Assistance loans is limited
to regular full-time employees who are in need of financial
assistance as a result of an extreme financial hardship.
IV. AMOUNT, TERMS AND CONDITIONS OF LOANS
A. Phase One Disaster Assistance Loans
Eligible employees may obtain Phase One Disaster Assistance
loans in an amount not greater than $5,000 to be repaid in
equal monthly installments by payroll deduction with a maximum
payment period of up to 4 years. It is expected that employees
will, except in exceptional circumstances, apply the proceeds
of any insurance recovery, with respect to Phase One types of
property, when received, to the reduction of the balance due
on Phase One loans.
B. Phase Two Disaster Assistance Loans
Eligible employees may obtain Phase Two loans in an amount not
greater than the lesser of one year's annual straight time
salary or $20,000, provided the combination of loans under
Phases One and Two do not exceed $20,000, subject to the
following:
1. A loan is not greater than the amount that the
employee's loss or damage exceeds the amount of
insurance recovery on the affected premises. The degree
of restoration of improvements does not exceed the
approximate size and quality as of the date of the
disaster.
2. Loans made under Phase Two (including loans combined
under Phases One and Two) are repaid in monthly
installments by means of a payroll deduction with a
maximum payment period of up to 10 years.
3. For Phase Two loans, the employee furnishes an estimate
of the cost, prepared by a reliable contractor or
supplier, for repairing or restoring the damaged or
destroyed structure to its approximate size or quality
as of the date of the disaster, taking into account the
benefit of salvage wherever possible, together with
proof of the amount of any insurance recovery available
to the employee.
4. In event of the employee's sale of the real property
for which a Phase Two loan has been made, the Vice
President-Finance may declare the balance of the loan
then payable, in which event the balance will be
payable by the employee forthwith.
C. Application for Disaster Assistance loans under Phases One and
Two must be made within three months of the date of the
disaster or at such time as may be determined by the Vice
President - Finance.
D. An employee may apply for a Phase One Disaster Assistance
loan, and thereafter within the time limit of availability and
subject to the provisions of Section III.B of this guideline,
for a Phase Two loan, in which event both loans will be
combined into a Phase Two loan.
E. Inspection of the damaged contents and/or dwelling may be
made by a Company representative prior to approval of the
loan.
F. If loans granted under Phase One or Two are not used for the
purposes stated in the application, the entire amount of such
loan or loans will become immediately due and payable.
G. Eligible employees may obtain a Financial Hardship Assistance
loan in an amount not greater than $10,000 to be repaid in
equal monthly installments by payroll deduction with a maximum
payment period of up to 6 years.
V. ADMINISTRATION
This program is administered by the Vice President-Finance. Loans are
issued only as a result of a condition or event deemed to be a
disaster or an extreme financial hardship by the President of the
Company. From time to time, an assessment of the program will be made
by executive management to determine whether or not the program, or
certain features of the program, will be continued.
VI. APPLICATIONS FOR LOANS
To apply for assistance, an application is completed on a form
supplied by the Finance Department, attaching such data and
information as the Vice President-Finance may prescribe. Subject to
approval of an application by the Vice President- Finance, or, in
cases of Financial Hardship Assistance, approval by the President,
the employee executes an Installment Promissory Note and Payroll
Deduction Authorization.
VII. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT
The entire indebtedness of the Installment Promissory Note is due and
collectible upon termination of active service. However, an employee
terminating active service prior to repayment of the Installment
Promissory Note may request renegotiation of the terms of the
original agreement, which, if approved by the Vice President-Finance,
would allow for continued installment payments. Renegotiation of the
Installment Promissory Note and rate of interest to be computed on
the remaining balance are at the sole discretion of the Vice
President-Finance.
VIII. RESPONSIBILITY
The Vice President-Finance has sole discretion with respect to the
amount of a loan to be granted in the event circumstances or facts
indicate that the amount specified in an application should be
reduced below the amount to which the employee, absent such facts or
circumstances, might otherwise be entitled.
Nothing in this guideline shall be construed as or shall operate as a
commitment or obligation upon either the Company or the employee,
with respect to tenure of employment.
Loan Application, Installment Promissory Note, and Payroll Deduction
Authorization forms may be requested from the office of the Vice
President-Finance, General Office, Gulfport.
/s/ David M.Ratcliffe
President
Corporate Guideline
SUBJECT NUMBER 3.12.1
ISSUE REVISION
07-01-94 NEW
EMPLOYEE RELOCATION ASSISTANCE:
PROMISSORY NOTE PROVISION
This guideline outlines financial assistance available to eligible employees who
have relocated at the Company's request.
I. DESCRIPTION
The Promissory Note Provision of the Employee Relocation Assistance
Program provides employee assistance in making a down payment on a
new home before receipt of any equity on the sale of the old home.
II. ELIGIBILITY
All regular full-time employees being promoted into exempt positions
or currently in exempt positions, that relocate at the Company's
request, are eligible to participate. Employees who relocate at their
own request are ineligible to participate.
III. PROVISION
An employee purchasing a home (as a residence) at a new location may
receive upon request and completion of a loan application, together
with supporting documentation of the new home purchase, a Company
loan which will be a non-interest bearing note payable on demand. A
loan under this provision is intended to provide the employee
assistance in making a down payment on his/her new home before
receipt of any equity on the sale of the old home. The loan cannot,
therefore, exceed the lesser of:
(a) The amount of equity in the employee's old home or
(b) $9,999, provided the loan does not result in the total
amount of all loans and guarantees to a particular
employee to exceed $9,999 outstanding at the time of
the loan request.
In the event of a direct sale, the loan must be paid in full within
ten days from the closing date of the sale of the old home or within
12 months from the effective date of the employees' assignment to the
new location, whichever occurs first. In cases of assignment of the
old home to Homequity Relocation Management Service, the loan must be
immediately paid in full upon assignment.
A note which is not repaid in full by its due date is subject
to interest charges up to the maximum permitted under Section
75-17-1 of the Mississippi Code, as amended.
IV. ADMINISTRATIVE RESPONSIBILITY
The Promissory Note Provision is only one aspect of the Employee
Relocation Assistance Program, which is designed to pay for the
moving of certain personal property and household effects and to
assist in the expenses involved in finding housing at the new
location. Contact the Compensation section of the Human Resources
Department for detailed information concerning the Employee
Relocation Assistance Program.
/s/ Don E. Mason
Vice President - External Affairs and Corporate Services
<PAGE>
EXHIBIT H
<TABLE>
<CAPTION>
SEI Umbrella Companies
THE SOUTHERN COMPANY
Direct Subs of The Southern Company are reflected in All Caps
<S> <C> <C>
SOUTHERN ELECTRIC INTERNATIONAL, INC. SEI HOLDINGS, INC. SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD
(100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY)
| | |
| | |
SEI Operadora de Argentina, S.A. Asociados de Electricidad, S.A. Southern Electric Bahamas, Ltd.
(99.99% - Southern Electric International, Inc.;. (99.99% - SEI Holdings, Inc.) (100% - Southern Electric Bahamas
.01% - SEI HOLDINGS, Inc.) Holdings, Ltd.)
| |
| |
SEI y Asociados de Argentina, S.A. Freeport Power Company Limited
(14% - Asociados de Electricidad, (50% - Southern Electric Bahamas, Ltd.)
S.A.; 80% SEI Holdings, Inc.)
|
|
Hydroelectrica Alicura, S.A.
(59% - SEI y Asociados de Argentina, S.A.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEI Umbrella Companies
THE SOUTHERN COMPANY
Direct Subs of The Southern Company are reflected in All Caps
<S> <C>
SOUTHERN ELECTRIC, INC. SEI HOLDINGS VIII, INC. SEI HOLDINGS IX, INC.
(100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY)
| | |
| | |
SEI Bahamas Argentina I, Inc. SEI Beteiligungs The Power Generation Company of Trinidad and Tobago
(100% - Southern Electric, Inc.) (100% - SEI Holdings VIII, Inc.) Limited
| (39% - SEI Holdings IX, Inc.)
|
SEI Inversora, S.A.
(65% - SEI Bahamas Argentina, Inc.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEI Umbrella Companies
THE SOUTHERN COMPANY
Direct Subs of The Southern Company are reflected in All Caps
<S> <C> <C> <C>
ENERGIA DE NUEVO LEON, S.A. DE C.V. SEI HOLDINGS X, INC. SEI HOLDINGS XI, INC.
(33 1/3% - The Southern Company) (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY)
\ /
\ /
Southern Electric Brasil Participacoes, Ltda.
(99% - SEI Holdings X, Inc.; 1% - SEI Holdings XI, Inc.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEI Umbrella Companies
THE SOUTHERN COMPANY
Direct Subs of The Southern Company are reflected in All Caps
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
(100% - THE SOUTHERN COMPANY)
<S> <C> <C> <C> <C>
/ | \
/ | \
SEI Birchwood, Inc. Birchwood Development Corporation SEI Hawaiian Cogenerators, Inc.
(100% - Southern Electric Wholesale (100% - Southern Electric Wholesale Generators, (100% - Southern Electric Wholesale
Generators, Inc.) Generators, Inc.)
| |
| |
Birchwood Power Partners, L.P. Kalaeloa Partners, L.P.
(50% - SEI Birchwood, Inc.) (33 1/3% - SEI Hawaiian Cogenerators, Inc.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEI Umbrella Companies
THE SOUTHERN COMPANY
Direct Subs of The Southern Company are reflected in All Caps
SEI HOLDINGS III, INC. (100% - THE SOUTHERN COMPANY)
|
|
SEI Chile, S.A.
(74.34% - SEI Holdings III, Inc.; 25.56% - Southern
Electric Bahamas Holdings, Ltd.; .1% - SEI Holdings, Inc.)
/ \
/ \
<S> <C>
Inversiones SEI Chile Limitada Electrica SEI Chile Limitada
(99% - SEI Chile, S.A.; 1% - SEI Holdings, Inc.) (99% - SEI Chile, S.A.; 1% - SEI Holdings III, Inc.)
\ /
\ /
Empresa Electrica del Norte Grande, S.A. (Edelnor)
(26.63% - Inversonias SEI Chile Limitada; 38.35% - Electrica SEI Chile Limitada)
</TABLE>
<PAGE>
SEI Umbrella Companies
THE SOUTHERN COMPANY
Direct Subs of The Southern Company are reflected in All Caps
SEI HOLDINGS IV, INC.
(100% - THE SOUTHERN COMPANY)
/ \
/ \
Tesro Holding, B. V. SEI Bahamas Argentina II, Inc.
(100% - SEI Holdings IV, Inc.) (100% - SEI Holdings IV, Inc.)
