File No. 70-8505
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 11
(Post-Effective Amendment No. 8)
to
APPLICATION OR DECLARATION on FORM U-1
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY MOBILE ENERGY SERVICES HOLDINGS, INC.
270 Peachtree St., N.W. 900 Ashwood Parkway - Suite 450
Atlanta, Georgia 30303 Atlanta, Georgia 30338
MOBILE ENERGY SERVICES SOUTHERN ELECTRIC INTERNATIONAL, INC.
COMPANY, L.L.C. 900 Ashwood Parkway - Suite 500
900 Ashwood Parkway - Atlanta, Georgia 30338
Suite 300
Atlanta, Georgia 30338
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of
each applicant or declarant)
Tommy Chisholm, Secretary Thomas G. Boren, President
The Southern Company Southern Electric International,
270 Peachtree St., N.W. Inc.
Atlanta, Georgia 30303 900 Ashwood Parkway - Suite 500
Atlanta, Georgia 30338
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W.L. Westbrook Thomas G. Boren, President
Financial Vice-President Southern Electric International,
The Southern Company Inc.
270 Peachtree St., N.W. 900 Ashwood Parkway - Suite 500
Atlanta, Georgia 30303 Atlanta, Georgia 30338
John D. McLanahan, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
By order dated July 13, 1995 (HCAR No. 26330) (the "July
1995 Order"), The Southern Company ("Southern"), a registered
holding company, and its subsidiaries, Southern Electric
International, Inc. and Mobile Energy Services Holdings, Inc.
(formerly Mobile Energy Services Company, Inc.) ("Mobile
Energy"), were authorized to, among other things, carry out
various transactions relating to the transfer of the energy and
recovery complex (the "Energy Complex") owned by Mobile Energy in
Mobile, Alabama to a new subsidiary of Mobile Energy, Mobile
Energy Services Company, L.L.C. ("MESC"), and to the refinancing
of certain indebtedness of Mobile Energy. The Commission
reserved jurisdiction under the July 1995 Order with respect to
the request of Mobile Energy and MESC pursuant to Section 12(c)
of the Act and Rule 46 thereunder to pay dividends out of capital
and unearned surplus.
The applicants now request that the Commission release
jurisdiction heretofore reserved under the July 1995 Order over
the payment of dividends by Mobile Energy and MESC from capital
and unearned surplus. In support of such request, the applicants
hereby supplement Item 1.9, Other Matters, of Post Effective
Amendment No. 1, by adding the following additional paragraphs at
the end thereof:
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"For tax purposes, the Energy Complex will be depreciated
using methods of accelerated depreciation permitted under
applicable provisions of the Internal Revenue Code, as amended,
whereas book income will be determined on the basis of straight-
line depreciation over periods of up to 25 years (for most
components of the Energy Complex). As a result, during the early
years of the project life, cash available for distribution (i.e.,
net cash flow after payment of all operations and maintenance
expenses, taxes and debt service) will exceed book income. In
the later years of the project life, cash available for
distribution will be less than book income.
Included herewith as Exhibit 6(b)(vi) are projections of
consolidated income and cash flow for Mobile Energy showing the
relationship of distributable cash and book income.
As previously indicated, distributions of cash in amounts
exceeding current earnings are permitted under applicable Alabama
law. Further, MESC is not permitted to make cash distributions
unless it certifies to the Collateral Agent that it has satisfied
an actual and pro forma debt service coverage test set forth in
the senior project debt agreements."1
1 See pages 174 and 175 of the final Prospectus of Mobile
Energy and MESC, dated August 15, 1995, filed pursuant to
Securities Act Rule 424 (Registration No. 33-92776), for a fuller
description of the restriction on cash distributions by MESC
under the terms of the senior project debt agreements.
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Item 6. Exhibits and Financial Statements (Supplemented).
(b)(vi) Projections of Consolidated Income and Cash Flows
of Mobile Energy Services Holdings, Inc. (Filed
separately pursuant to Rule 104). ("P"). (17 CFR
section 232.101(c)(1)(i)).
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Post-Effective Amendment to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: December 1, 1995
THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
MOBILE ENERGY SERVICES HOLDINGS, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
MOBILE ENERGY SERVICES COMPANY, L.L.C.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN ELECTRIC INTERNATIONAL, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Vice President and Secretary
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