File No. 70-8421
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C 20549
Amendment No. 5
(Post-Effective Amendment No. 3)
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY
64 Perimeter Center East
Atlanta, Georgia 30346
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Tommy Chisholm, Secretary
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
W. L. Westbrook John D. McLanahan
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Post-Effective Amendment No. 1 (Amendment No. 3) to the
Application or Declaration heretofore filed in this proceeding,
as previously amended by Post-Effective Amendment No. 2
(Amendment No. 4), is hereby further amended as follows:
1. By restating Item 1.2, Proposed Modifications to
1994 Order, in its entirety, as follows:
"1.2 Proposed Modifications to 1994 Order. Southern
now requests a further order of the Commission modifying the 1994
Order in the following respects:
First, Southern proposes that the authorization period
be extended one year to the earlier of (i) December 31, 1997, and
(ii) the effective date of any rule of general applicability
adopted by the Commission that would exempt the issuance of
securities by any Project Parent and the acquisition thereof by a
registered holding company from the provisions of Sections 6, 7,
9, and 10 of the Act.
Second, Southern requests authority to make direct or
indirect investments in Project Parents in an aggregate amount
which, when added to Southern's "aggregate investment" at any
point in time in all EWGs, FUCOs, and Project Parents, does not
exceed the greater of (x) $1.072 billion, and (y) the difference,
at any point in time, between 50% of Southern's "consolidated
retained earnings" and Southern's "aggregate investment," each as
determined in accordance with Rule 53(a) (the "Rule 53
Limitation"). The current Rule 53 Limitation is based on
Southern's "consolidated retained earnings" and "aggregate
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investment" at March 31, 1995, as shown in Item 1.3, below, and
is subject to reduction by the amount of any investment by
Southern in all EWGs, FUCOs and Project Parents since March 31,
1995. In any case in which an investment by Southern in a
Project Parent takes the form of a guaranty by Southern of a
security of a Project Parent that is denominated in a currency
other than U.S. dollars, the amount of such guaranty, for
purposes of determining Southern's "aggregate investment," would
be determined by converting the stated or face amount of the
underlying security into U.S. dollars at currency exchange rates
in effect at the time such guaranty is issued by Southern.
Third, Southern seeks authority for Project Parents to
issue debt securities to persons other than Southern (and with
respect to which there is no recourse to Southern) evidencing
borrowings in either U.S. dollars or foreign currencies. The
aggregate principal amount of all such non-recourse debt
securities at any time outstanding will not exceed $1 billion.
For the purpose of this limitation, the principal amount of debt
securities evidencing borrowings in currencies other than U.S.
dollars would be determined using the currency exchange rates in
effect at the time a Project Parent contracts to issue such
debt."
2. By filing the following Exhibit listed in Item 6,
Exhibits and Financial Statements:
"Exhibit F-1 Opinion of Troutman Sanders LLP"
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Except as specifically noted above, no other
modifications to the terms, conditions, limitations and
restrictions set forth in the 1994 Order are proposed herein."
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SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 20, 1995 THE SOUTHERN COMPANY
By:/s/Tommy Chisholm
Tommy Chisholm, Secretary
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Exhibit F-1
Troutman Sanders LLP
600 Peachtree Street
Suite 5200
Atlanta, Ga 30308
404-885-3000
July 20, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: The Southern Company - Post-Effective Amendment to
Form U-1 Application or Declaration (File No. 70-8421)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to
above, as amended, and are furnishing this opinion with respect
to the transactions proposed therein, which include (i) the
acquisition by The Southern Company, a Delaware corporation
("Southern"), of the securities of one or more new subsidiaries
(referred to as "Project Parents") organized exclusively for the
purpose of acquiring and holding the securities of one or more
"foreign utility companies" and "exempt wholesale generators," as
those terms are defined under the Public Utility Holding Company
Act of 1935 ("Act"), and (ii) the issuance by such Project
Parents of debt and equity securities to Southern and third
parties, the proceeds of which are to applied to investments in
"foreign utility companies" and "exempt wholesale generators,"
subject, in each case, to the limitations, restrictions and
conditions described in Holding Company Act Rel. No. 26096
(August 3, 1994) as proposed to be amended by said statement on
Form U-1, as amended.
We are of the opinion that Southern is, and, upon the
incorporation thereof, each Project Parent will be, a validly
organized and duly existing corporation under the laws of the
state or foreign jurisdiction in which each such company is
organized, and that, upon the issuance of your order or orders
herein, and in the event that the proposed transactions are
consummated in accordance with such statement on Form U-1 and
your order or orders:
(a) all state laws and laws of foreign jurisdictions
applicable to the proposed transactions will have been
complied with;
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Securities and Exchange Commission
July 20, 1995
Page 2
(b) when certificates for the capital shares (or the
equivalent thereof under applicable foreign law) of any
Project Parent have been executed by such Project Parent,
countersigned and registered by the transfer agent and
registrar and delivered for a consideration in cash equal to
or greater than the par value (if any) of such capital
shares in accordance with resolutions duly adopted by the
board of directors of such Project Parent, such capital
shares will be validly issued, fully paid and nonassessable
shares of such Project Parent, and the holders thereof will
be entitled to the rights and privileges appertaining
thereto set forth in the organizational instruments defining
such rights and privileges;
(c) the promissory notes issued by any Project Parent
will be valid and binding obligations of such Project Parent
in accordance with the terms thereof and any guaranty
thereof by Southern will be a valid and binding obligation
of Southern; and
(d) the consummation of the transactions described
above and of the other transactions described in the
Application or Declaration, as amended, will not violate the
legal rights of the holders of any securities issued by
Southern or any associate company thereof.
We hereby consent to the use of this opinion in connection
with the filing of such statement on Form U-1.
Very truly yours,
/s/Troutman Sanders LLP
Troutman Sanders LLP
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