File No. 70-8505
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
(Post-Effective Amendment No. 2)
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 500
Atlanta, Georgia 30346 Atlanta, Georgia 30338
SOUTHERN ELECTRIC INTERNATIONAL, INC.
900 Ashwood Parkway - Suite 500
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,
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
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216<PAGE>
The Application or Declaration, as amended by Post-Effective
Amendment No. 1, is further amended as follows:
1. Paragraph (a) of Item 1.3, Summary of Proposed
Financing Plan, is amended and restated in its entirety as
follows:
"(a) The applicants request authorization for Project
Company to issue, and Mobile Energy to guaranty, up to $240
million principal amount of first mortgage bonds (the "First
Mortgage Bonds"), plus such additional principal amount of First
Mortgage Bonds as may be required to fund (from the net proceeds
thereof) the cost, if any, of terminating the outstanding
interest rate hedging agreements between Mobile Energy and
Barclays Bank PLC. The net proceeds from the sale of the First
Mortgage Bonds (after deduction of the underwriting commission),
together with other available funds, will be used (i) to repay
the Interim Note ($190 million, exclusive of interest) and return
to Southern approximately $4.5 million of paid-in capital; (ii)
to pay to Southern Electric approximately $10.5 million,
representing amounts paid or incurred by Southern Electric as
preliminary project development costs1 and as costs paid or
incurred by Southern Electric under the Facility Operations and
Maintenance Agreement between Southern Electric and Mobile
Energy; (iii) to finance the balance of the costs of certain
capital improvements (estimated at approximately $12.7 million)
1 See Holding Company Act Release No. 24476, dated October
20, 1987 (File No. 70-7209) and Holding Company Act Release No.
26212, dated December 30, 1994 (File No. 70-7932).
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required under the terms of certain project agreements to be made
to the Energy Complex; (iv) to pay certain development and start-
up costs aggregating approximately $1.3 million; (v) to pay
certain financing costs aggregating approximately $2 million; and
(vi) to fund the termination payment, if any, under the two
interest rate hedging agreements. The terms of the First
Mortgage Bonds and the collateral documents securing the First
Mortgage Bonds and other senior indebtedness of Project Company
are described in greater detail below."
2. The final sentence of the first paragraph of Item 1.4,
Reasons for Increase in Project Debt Capitalization, is amended
and restated as follows:
"By way of illustration, on June 2, 1995, the comparable
base rate for the two swaps was approximately 170 basis points
lower than the base rate on December 19, 1994, implying a cost
(or cash impact) of terminating the two swaps of about $45
million. If comparable base rates were to experience a further
decline of an additional 200 basis points, the termination
payment would be approximately $110 million."
3. The parenthetical clause in the next to last sentence of
Item 1.4 is amended by substituting $240 million for $235
million.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 5 (Post-Effective Amendment No. 2) to be
signed on their behalf by the undersigned thereunto duly
authorized.
Dated: June 5, 1995
THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
MOBILE ENERGY SERVICES HOLDINGS, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Vice President
SOUTHERN ELECTRIC INTERNATIONAL, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
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