File No. 70-8435
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 2
(Post-Effective No. 1)
to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY SAVANNAH ELECTRIC AND POWER COMPANY
64 Perimeter Center East 600 Bay Street East
Atlanta, Georgia 30346 Savannah, Georgia 31401
ALABAMA POWER COMPANY SOUTHERN COMPANY SERVICES, INC.
600 North 18th Street 64 Perimeter Center East
Birmingham, Alabama 35291 Atlanta, Georgia 30346
GEORGIA POWER COMPANY SOUTHERN ELECTRIC GENERATING COMPANY
333 Piedmont Avenue, N.E. 600 North 18th Street
Atlanta, Georgia 30308 Birmingham, Alabama 35291
GULF POWER COMPANY SOUTHERN ELECTRIC INTERNATIONAL, INC.
500 Bayfront Parkway 900 Ashwood Parkway, Suite 500
Pensacola, Florida 32501 Atlanta, Georgia 30338
MISSISSIPPI POWER COMPANY SOUTHERN NUCLEAR OPERATING COMPANY, INC.
2992 West Beach 40 Inverness Center Parkway
Gulfport, Mississippi 39501 Birmingham, Alabama 35204
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Tommy Chisholm Kirby R. Willis, Vice President,
Secretary Treasurer and Chief Financial Officer
The Southern Company Savannah Electric and Power Company
64 Perimeter Center East 600 Bay Street East
Atlanta, Georgia 30346 Savannah, Georgia 31401
Art P. Beattie, Vice President, Tommy Chisholm, Vice President
Secretary and Treasurer and Secretary
Alabama Power Company Southern Company Services, Inc.
600 North 18th Street 64 Perimeter Center East
Birmingham, Alabama 35291 Atlanta, Georgia 30346
Judy M. Anderson, Vice President Art P. Beattie
and Corporate Secretary Secretary and Treasurer
Georgia Power Company Southern Electric Generating Company
333 Piedmont Avenue, N.E. 600 North 18th Street
Atlanta, Georgia 30308 Birmingham, Alabama 35291
Warren E. Tate, Secretary Tommy Chisholm, Vice President
and Treasurer and Secretary
Gulf Power Company Southern Electric International, Inc.
500 Bayfront Parkway 900 Ashwood Parkway, Suite 500
Pensacola, Florida 32501 Atlanta, Georgia 30338
Michael W. Southern, Vice President, John O. Meier, Vice President
Secretary and Treasurer and Corporate Secretary
Mississippi Power Company Southern Nuclear Operating Company, Inc.
2992 West Beach 40 Inverness Center Parkway
Gulfport, Mississippi 39501 Birmingham, Alabama 35204
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
W. L. Westbrook John D. McLanahan
Financial Vice President Troutman Sanders
The Southern Company 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
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Item 1. Description of Proposed Transactions.
1.1 Background. By order dated August 5, 1994 (the
"1994 Order"), Southern was authorized to issue and sell from
time to time on or prior to December 31, 1997, an aggregate of 37
million additional shares of its common stock, par value $5 per
share, as such number may be adjusted for any share split or
distribution subsequently authorized by the Commission, pursuant
to its Dividend Reinvestment and Stock Purchase Plan, The
Southern Company Employee Savings Plan, and The Employee Stock
Ownership Plan of the Southern Company System (collectively, the
"Plans"). At May 31, 1995, there were 25,026,688 shares of the
additional common stock remaining unsold under the Plans.
Under the 1994 Order, Southern was authorized to use the
net proceeds from the sales of the additional common stock,
together with other available funds, to make additional equity
investments in subsidiaries to the extent authorized in separate
proceedings or in accordance with such exemptions as may exist
under the Act.1 Southern was specifically authorized to use up
to $500 million of the proceeds of the additional common stock to
make direct or indirect investments in "exempt wholesale
generators" ("EWGs) and "foreign utility companies" ("FUCOs"), as
defined in Sections 32 and 33, respectively.
1 Southern is currently authorized to make investments in
Southern Company Services, Inc. (File No. 70-8203), Southern
Electric International, Inc. (File No. 70-7932), The Southern
Development and Investment Group, Inc. (File Nos. 70-8173 and 70-
8563), Southern Electric Railroad Company (File No. 70-7911),
Southern Communications Services, Inc. (File No. 70-8233),
Southern Nuclear Operating Company (File No. 70-8567), and Mobile
Energy Services Company, Inc. (File No. 70-8505), each of which
is a wholly-owned subsidiary of Southern. In addition, Southern
is authorized to make indirect investments in EWGs and FUCOs
through so-called "Project Parents." (File No. 70-8421).
Southern does not currently have authority to make additional
investments in its operating electric utility subsidiaries.
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1.2 Proposed Modification to 1994 Order. Southern
intends to utilize the net proceeds from of the sales of the
additional common stock to make investments in subsidiaries,
including EWGs and FUCOs, and for other corporate purposes.
Investments in subsidiaries would only be made in accordance with
existing or future authorizations in separate proceedings, or in
accordance with such exemptions as may exist under the Act and
the rules and regulations thereunder, provided however, that with
respect to direct or indirect investments in EWGs and FUCOs, the
sum of (i) the net proceeds of sales of additional common stock
used for the purpose of acquiring the securities of or other
interests in any such entities, as authorized in this proceeding
and in File No. 70-8277, (ii) the principal amount of securities
of any EWGs or FUCOs at any time outstanding in respect of which
Southern has provided a guarantee, as authorized in File No. 70-
8277, and (iii) the proceeds of short-term and term loan
borrowings and/or commercial paper sales at any time invested by
Southern in EWGs and FUCOs, as authorized in File No. 70-8309,
shall not, in the aggregate, exceed the greater of (x) $1.072
billion, and (y) 50% of Southern's "consolidated retained
earnings," as determined in accordance with Rule 53(a)
(hereinafter, the "Rule 53 Limitation"). The current Rule 53
Limitation ($1.072 billion) is based on Southern's "consolidated
retained earnings" and "aggregate investment" at March 31, 1995,
as shown in Item 1.3, below.
Southern is not requesting herein any other changes,
modifications or amendments to the terms of the 1994 Order.
1.3 Compliance with Rule 53. Under Rule 53(a), the
Commission shall not make certain specified findings under
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Sections 7 and 12 in connection with a proposal by a holding
company to issue securities for the purpose of acquiring the
securities of or other interest in any EWG, or to guarantee the
securities of any EWG, if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the
conditions specified in paragraphs (b)(1) through (b)(3) of
Rule 53 exists. In that regard, Southern states that, giving
effect to the proposals contained herein, all of the conditions
set forth in Rule 53(a) are and will be satisfied and none of the
conditions set forth in Rule 53(b) exists or, as a result
thereof, will exist.
Rule 53(a)(1): At March 31, 1995, Southern had
invested, directly or indirectly, an aggregate of $500.1 million
in EWGs and FUCOs.2 The average of the consolidated retained
earnings of Southern reported on Form 10-K or Form 10-Q, as
applicable, for the four consecutive quarters ended March 31,
1995, is $3.144 billion. Accordingly, based on Southern's
"consolidated retained earnings" at March 31, 1995, the Rule 53
Limitation is currently about $1.072 billion, calculated as
follows: 50% of "consolidated retained earnings" ($1.572
billion) less "aggregate investment" at March 31, 1995 ($500.1
million) equals $1.072 billion.
Rule 53(a)(2): Southern maintains books and records
enabling it to identify investments in and earnings from each EWG
and FUCO in which it directly or indirectly holds an interest.
In addition, each domestic EWG in which Southern holds an
2 These investments are in companies or partnerships that
are EWGs operating or constructing facilities in Hawaii,
Virginia, and Trinidad and Tobago, and in FUCOs operating in The
Grand Bahamas, Chile, and Argentina.
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interest maintains its books and records and prepares its
financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). The books and records and
financial statements of each FUCO in which Southern holds an
interest (including those that are "majority-owned subsidiaries"
and those that are not) are maintained and prepared in conformity
with GAAP. All of such books and records and financial
statements will be made available to the Commission, in English,
upon request.
Rule 53(a)(3): No more than 2% of the employees of
Southern's operating utility subsidiaries will, at any one time,
directly or indirectly, render services to EWGs and FUCOs. Based
on current staffing levels of Southern's domestic operating
utility subsidiaries (such companies currently employ, in the
aggregate, approximately 27,000 salaried and hourly employees),
no more than 540 employees of these companies, in the aggregate,
determined on a full-time-equivalent basis, will be utilized at
any one time in rendering services directly or indirectly to EWGs
and FUCOs. In a separate proceeding (File No. 70-7932) certain
of Southern's subsidiaries have been authorized to render
services to EWGs and FUCOs indirectly through Southern Electric
International, Inc.
Rule 53(a)(4): Southern is simultaneously submitting a
copy of this Post-Effective Amendment, and will submit copies of
any Rule 24 certificates required hereunder, as well as a copy of
Southern's Form U5S, to the Federal Energy Regulatory Commission
and to each of the public service commissions having jurisdiction
over the retail rates of Southern's operating utility
subsidiaries.
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In addition, Southern states that the provisions of Rule
53(a) are not made inapplicable to the authorization herein
requested by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Southern nor any subsidiary of
Southern is the subject of any pending bankruptcy or similar
proceeding.
Rule 53(b)(2): Southern's average consolidated retained
earnings for the four most recent quarterly periods ($3.144
billion) represented an increase of approximately $69 million in
the average consolidated retained earnings for the previous four
quarterly periods ($2.075 billion).
Rule 53(b)(3): In the previous fiscal year, Southern
did not report any operating losses attributable to its direct or
indirect investments in EWGs and FUCOs.
Item 2. Fees, Commissions and Expenses.
The additional fees, commissions, and expenses paid or
to be incurred in connection with the filing of this Post-
Effective Amendment are estimated not to exceed $1,000.
Item 3. Applicable Statutory Provisions.
Southern considers that the issuance and sale of the
additional common stock is subject to the provisions of Sections
6(a) and 7 of the Act and Rules 53 and 54 thereunder.
The proposed transactions will be carried out in
accordance with the procedures specified in Rule 23 and pursuant
to an order of the Commission with respect thereto.
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Item 4. Regulatory Approval.
The proposed issuance and sale by Southern of its
additional common stock is not subject to the jurisdiction of any
state commission or of any federal commission other than the
Securities and Exchange Commission.
Item 5. Procedure.
Southern requests that the Commission's order be issued
as soon as the rules allow, and that there be no thirty-day
waiting period between the issuance of the Commission's order and
the date on which it is to become effective. Southern hereby
waives a recommended decision by a hearing officer or other
responsible officer of the Commission and hereby consents that
the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order in this
matter unless such Division opposes the matters covered hereby.
Item 6. Exhibits and Financial Statements. (Supplemental List).
(a) Exhibits
F-1(a) - Opinion of Troutman Sanders, counsel for
Southern. (To be filed by amendment).
H-1 - Form of Federal Register Notice.
Exhibits heretofore filed with the Securities and
Exchange Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
(b) Financial Statements. (Updated).
Corporate balance sheet of Southern at March 31,
1995.
Corporate statement of income of Southern for the
twelve months ended March 31, 1995.
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Item 7. Information as to Environmental Effects.
(a) As described in Item 1, the proposed transactions
are of a routine and strictly financial nature in the ordinary
course of Southern's business. Accordingly, the Commission's
action in this matter will not constitute any major federal
action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is
preparing an environmental impact statement with regard to the
proposed transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this amendment to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: June 19, 1995
THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
ALABAMA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
(Signatures continued on next page)
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GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
GULF POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
MISSISSIPPI POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN COMPANY SERVICES, INC.
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN ELECTRIC GENERATING COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
(Signatures continued on next page)
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SOUTHERN ELECTRIC INTERNATIONAL, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN NUCLEAR OPERATING COMPANY, INC.
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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Exhibit H-1
FORM OF FEDERAL REGISTER NOTICE
The Southern Company, a registered holding company, has
filed a post-effective amendment to its application or
declaration heretofore approved pursuant to Sections 6(a), 7, 32
and 33 of the Act and Rules 53 and 54 thereunder.
By order dated August 5, 1994 (HCAR No. 26098) (the "1994
Order"), Southern was authorized to issue and sell in one or more
transactions from time to time through December 31, 1997, an
aggregate of 37 million shares of its authorized shares of common
stock, $5 par value, as such number of shares may be adjusted for
any subsequent share split, pursuant to its Dividend Reinvestment
and Stock Purchase Plan, The Southern Company Employee Savings
Plan, and the Employee Stock Ownership Plan of the Southern
Company System (collectively, the "Plans"). At May 31, 1995,
there were 25,026,688 shares of the additional common stock
remaining unsold under the Plans. Under the 1994 Order, Southern
was authorized to use the proceeds of the additional common stock
to make investments in subsidiaries, to the extent authorized in
separate proceedings. In addition, Southern was authorized to
use up to $500 million of the proceeds of the additional common
stock to make investments in one or more "exempt wholesale
generators" and "foreign utility companies."
Southern is now seeking approval to use the proceeds of the
additional common stock to make investments, directly or
indirectly, in the securities of one or more "exempt wholesale
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generators" or "foreign utility companies"; provided that the net
proceeds from sales of common stock used to make such
investments, when added to such investments using other
authorized sources of funds, will not exceed the greater of (i)
$1.072 billion, and (ii) 50% of Southern's "consolidated retained
earnings," as defined in Rule 53(a). At March 31, 1995, 50% of
Southern's "consolidated retained earnings" was about $1.572
billion.
No other changes to the terms of the 1994 Order have been
requested by Southern.
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