File No. 70-8505
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9
(Post-Effective Amendment No. 6)
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.
64 Perimeter Center East 900 Ashwood Parkway - Suite 450
Atlanta, Georgia 30346 Atlanta, Georgia 30338
MOBILE ENERGY SERVICES SOUTHERN ELECTRIC INTERNATIONAL, INC.
COMPANY, L.L.C. 900 Ashwood Parkway - Suite 500
P. O. Box 2747 Atlanta, Georgia 30338
200 Bay Bridge Road
Mobile, Alabama 36652
(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,
64 Perimeter Center East Inc.
Atlanta, Georgia 30346 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.
64 Perimeter Center East 900 Ashwood Parkway - Suite 500
Atlanta, Georgia 30346 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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The Application or Declaration, as heretofore amended, is
hereby further amended as follows:
Item 1. Description of Proposed Transactions.
By order dated December 13, 1994 (HCAR No. 26185) (the
"December 1994 Order"), Mobile Energy Services Holdings, Inc.
(formerly Mobile Energy Services Company, Inc.) ("Mobile Energy")
was authorized to acquire from Scott Paper Company ("Scott") the
energy and recovery complex (the "Energy Complex") located in
Mobile, Alabama at Scott's integrated pulp and paper mill. In
connection with the acquisition of the Energy Complex, Mobile
Energy and Scott entered into a Lease Assignment and Assumption
Agreement (filed as Exhibit B-1(b)) pursuant to which Mobile
Energy assumed the obligations of Scott under a lease agreement
(the "Lease Agreement") between Scott and The Industrial
Development Board of the City of Mobile, Alabama (the "Board")
relating to $85 million outstanding principal amount of tax-
exempt solid waste revenue refunding bonds, due 2019 (the "Tax-
Exempt Bonds") issued by the Board, as well as Scott's
obligations under two separate reimbursement agreements (the
"Reimbursement Agreements") between Scott and certain commercial
banks providing letters of credit (the "Letters of Credit") in
support of the Tax-Exempt Bonds (filed as Exhibits B-3(c) and
(d)). Mobile Energy's obligations to Scott under the Lease
Assignment and Assumption Agreement are unconditionally
guaranteed by Southern under the terms of a guaranty agreement
(the "Guaranty") between Southern and Scott (filed as Exhibit B-
2
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3(e)). Mobile Energy's rights and obligations under the Lease
Assignment and Assumption Agreement were assigned to and assumed
by Mobile Energy Services Company, L.L.C. (the "Project
Company"), a new subsidiary of Mobile Energy, on July 14, 1995,
in accordance with the terms of the Commission's order dated July
13, 1995 (HCAR No. 26330) (the "July 1995 Order").1
The Lease Assignment and Assumption Agreement provides that
Project Company (as assignee of Mobile Energy) shall, not later
than September 15, 1995, cause the Board to redeem the Tax-Exempt
Bonds or otherwise cause the Tax-Exempt Bonds to be remarketed in
a manner whereby Scott would be fully discharged and released
from all liabilities in respect of the Tax-Exempt Bonds and the
Lease Agreement and, in connection therewith, to pay certain
amounts payable under the terms of the Reimbursement
Agreements.2 Project Company and Mobile Energy currently
anticipate that a new series of long-term, fixed-rate Tax-Exempt
Bonds will be issued by the Board in August for the purpose of
redeeming the outstanding Tax-Exempt Bonds in full, thereby
discharging Scott from all liabilities in respect to the Tax-
Exempt Bonds and the Lease Agreement. Notwithstanding, if for
any reason closing on the sale of the new series of Tax-Exempt
1 Mobile Energy Services Company, L.L.C. has been added
as a party to this Application or Declaration, as amended.
2 Under the original Application or Declaration in this
proceeding, Mobile Energy proposed that the reissuance of the
Tax-Exempt Bonds or issuance of a new series of Tax-Exempt Bonds
could take place at any time prior to December 31, 1996.
3
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Bonds is delayed beyond September 15, 1995, Southern, as
guarantor of Project Company's obligations under the Lease
Assignment and Assumption Agreement, would be obligated to cash
fund $85 million, plus unpaid interest on the Tax-Exempt Bonds,
in order to redeem the Tax-Exempt Bonds in full.
In lieu of cash funding the redemption of the outstanding
Tax-Exempt Bonds in the event that closing on the sale of the new
series of Tax-Exempt Bonds should be delayed past September 15,
1995, Southern and Project Company propose to cause Scott to be
discharged and released from all liabilities in respect of the
Lease Agreement and Tax-Exempt Bonds by either (i) entering into
agreements with the current letter of credit banks whereby
Southern would be substituted for Scott as the reimbursement
party under the existing Reimbursement Agreements, or (ii)
providing to the trustee under the Tax-Exempt Bond Trust
Indenture (filed as Exhibit B-3(b)) one or more letters of credit
in substitution for the outstanding Letters of Credit, again with
Southern as reimbursement party under any related reimbursement
agreement(s). It is proposed that the material terms of any
substitute letter(s) of credit and of the related reimbursement
agreement(s) would be substantially identical to the terms of the
existing Letters of Credit and Reimbursement Agreements.
Item 2. Fees, Commissions and Expenses.
A statement of the fees, commissions and expenses paid or
incurred in connection with the proposals contained herein will
be provided by amendment.
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Item 3. Applicable Statutory Provisions.
The proposal by Southern to assume liability under the
existing Reimbursement Agreements or to enter into new
reimbursement agreements in respect of substitute letters of
credit to be issued on behalf of Project Company is subject to
Section 12(b) of the Act and Rule 45 thereunder.
Item 4. Regulatory Approval.
The proposed transactions are not subject to the
jurisdiction of any state commission or of any federal commission
other than the Commission.
Item 5. Procedure.
The applicants request 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. The applicants
hereby waive a recommended decision by a hearing officer or other
responsible officer of the Commission and hereby consent that the
Division of Investment Management may assist in the preparation
of the Commission's decision and/or order in the matter unless
such Division opposes the matters covered hereby.
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Item 6. Exhibits and Financial Statements (Partially Revised).
(a) Exhibits. (Supplemental List).
G-2 Form of Federal Register Notice.
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: July 20, 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
Secretary
6
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Exhibit G-2
FORM OF FEDERAL REGISTER NOTICE
The Southern Company, a registered holding company
("Southern"), and its wholly-owned direct and indirect
subsidiaries, Southern Electric International, Inc. ("Southern
Electric"), Mobile Energy Services Holdings, Inc. (formerly
Mobile Energy Services Company, Inc.) ("Mobile Energy"), and
Mobile Energy Services Company, L.L.C. ("Project Company"), have
filed a post-effective amendment to the application or
declaration in this proceeding pursuant to Section 12(b) of the
Act and Rule 45 thereunder.
By order dated December 13, 1994 (HCAR No. 26185), Mobile
Energy was authorized to purchase the energy and black liquor
recovery complex at Scott Paper Company's ("Scott's") Mobile,
Alabama pulp and paper mill (the "Energy Complex"). In
connection with the purchase of the Energy Complex, Mobile Energy
assumed certain liabilities of Scott under agreements with The
Industrial Development Board of the City of Mobile, Alabama (the
"Board") relating to $85 million principal amount of outstanding
tax-exempt bonds issued by the Board to finance certain solid
waste disposal facilities (the "Tax-Exempt Bonds"), and under
certain reimbursement agreements supporting outstanding bank
letters of credit issued to the indenture trustee for the benefit
of the holders of the Tax-Exempt Bonds. Southern unconditionally
guaranteed Mobile Energy's obligations to Scott under the
assumption agreement. In accordance with the further order of
the Commission dated July 13, 1995 (HCAR No. 26330), Mobile
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Energy assigned and Project Company assumed all of Mobile
Energy's rights and obligations under the lease assumption
agreement.
The lease assumption agreement provides that Project Company
must, not later than September 15, 1995, cause the Board to
redeem the Tax-Exempt Bonds or cause the Board to reissue the
Tax-Exempt Bonds on a basis whereby Scott would be discharged and
released in full from all direct and primary obligations in
respect of the Tax-Exempt Bonds and the related lease agreement
with the Board. If the Tax-Exempt Bonds are not redeemed or
reissued on such a basis by September 15, 1995, Project Company
must immediately advance the funds needed to redeem the Tax-
Exempt Bonds in full and to pay the accrued interest thereon.
The applicants state that issuance by the Board of a new
series of Tax-Exempt Bonds for the purpose of redeeming the Tax-
Exempt Bonds now outstanding is expected to occur prior to
September 15, 1995. Notwithstanding, if such refinancing for any
reason does not occur by such date, Southern and Project Company
propose, as an alternative to cash funding the redemption of the
outstanding Tax-Exempt Bonds, to cause Scott to be discharged
under the Tax-Exempt Bond documents by either substituting
Southern for Scott as the reimbursement party under the existing
reimbursement agreements, or by substituting one or more new
letters of credit for those now outstanding, again with Southern
as the reimbursement party. It is proposed that the terms of any
replacement letters of credit and related reimbursement
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agreements would be substantially identical to those that are now
outstanding.
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