SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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 LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
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Item 1. Description of Proposed Transactions.
1.1 Background. The Southern Company ("Southern") is a
registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"). Since 1987, its
wholly-owned subsidiary, Southern Electric International, Inc.
("Southern Electric"), has engaged in the business of developing
and rendering administrative, operational, construction and other
services to independent power projects and foreign utility
systems, including "qualifying facilities" ("QFs"), as defined
under the Public Utility Regulatory Policies Act of 1978, as
amended ("PURPA"), "exempt wholesale generators" ("EWGs") and
"foreign utility companies" ("FUCOs"), as defined under Sections
32 and 33 of the Act, respectively, and other power projects
which constitute a part of Southern's integrated electric utility
system (collectively, "Projects").1
Southern directly, or indirectly through one or more
intermediate subsidiaries, including subsidiaries referred to as
"Project Parents,"2 now holds investments in domestic EWGs in
Virginia and Hawaii, and in foreign EWGs and FUCOs in England,
Argentina, Chile, Trinidad and Tobago and The Bahamas. Southern
also owns, indirectly, all of the equity interests in a non-
exempt Project in Alabama. At September 30, 1995, Southern's
committed equity investment in all such Projects, including
amounts represented by contingent equity funding arrangements,
1 See File No. 70-7932, Holding Co. Act Rel. No. 26212,
dated December 30, 1994 (the "December 1994 Order").
2 See File No. 70-8421, Holding Co. Act Rel. Nos. 26096 and
26338, dated August 3, 1994 and July 25, 1995, respectively.
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reimbursement arrangements, guaranties and the like, was
approximately $1.360 billion, of which approximately $1.244
billion represents Southern's "aggregate investment" (as defined
in Rule 53(a)) in EWGs and FUCOs.3
Appended as Exhibit H-1 hereto is an organizational chart
showing at September 30, 1995 Southern's ownership interests in
Southern Electric and in all Projects and Project Parents.
Southern has initiated steps to consolidate its direct and
indirect ownership interests in all EWGs and FUCOs (collectively,
"Exempt Projects") and Project Parents under SEI Holdings, Inc.
(hereinafter referred to as "Holdings"). Holdings, a Delaware
corporation, was organized in 1993 to facilitate Southern's
acquisition and ownership of an interest in Hidroelectrica
Alicura S.A., a FUCO which owns and operates a generating station
in Argentina.
1.2 Purpose of Proposed Reorganization. The primary
objective for the reorganization of Southern's ownership
interests in Projects is to facilitate Holdings' access to
external sources of debt and equity capital. Other benefits will
include simplifying the capital structure of Southern's project
portfolio by eliminating unnecessary subsidiaries, making the
overall project ownership structure more tax efficient, and
3 The stated "aggregate investment" assumes consummation of
Southern's indirect purchase of 100% of the common shares of
South Western Electricity plc, a FUCO which serves parts of
southwestern England.
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reducing administrative costs, such as the costs of accounting,
book keeping, and tax-return preparation.
Specifically, Southern envisions that Holdings or
subsidiaries of Holdings may from time to time issue equity
and/or debt securities to third persons, i.e., investors and
lenders other than Southern. This would enable Holdings to
finance at least a portion of its future investments in Projects
with equity and debt provided by others, thereby reducing the
financing pressures on Southern itself. In this connection,
Holdings intends to segregate its domestic and foreign Project
interests in order to facilitate the attraction of investors who
have elected to target a specific market segment (e.g., European
or South American projects). Further, some potential investors
(e.g., insurance companies) may be subject to legal restrictions
on permitted investments in non-U.S. entities or projects.
1.3 Description of Interim Reorganization. In the initial
steps of this restructuring (herein referred to as the "Interim
Reorganization"), Southern has or will transfer to Holdings all
of the outstanding stock of Southern Electric Wholesale
Generators, Inc. ("SEWG"), an EWG that directly and indirectly
holds Southern's ownership interests in other domestic EWGs;4
and all of the outstanding stock of SEI Europe, Inc., a Project
4 Southern Electric Wholesale Generators, Inc., a Delaware
corporation, directly and indirectly through other EWGs holds
Southern's investments in "eligible facilities" in Virginia and
Hawaii and in Southern Energy Marketing, Inc., a power marketer
that has been designated as an EWG by the Federal Energy
Regulatory Commission.
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Parent which holds Southern's interest in a FUCO in England.
With certain exceptions, Southern will then transfer to SEI
Europe, Inc. its interests in other existing FUCOs, foreign EWGs,
and Project Parents.5 Upon its acquisition of Southern's
interests in other Exempt Projects and Project Parents, Holdings
will itself be a Project Parent within the meaning given in File
No. 70-8421.
The various steps in the Interim Reorganization, as
described above, only involve adjustments in Southern's ownership
of Exempt Projects (i.e., EWGs and FUCOs) and Project Parents.
These steps have been and will be carried out in reliance upon
the exemptions provided under Sections 32 and 33 and/or in
accordance with Southern's current authorization in File No. 70-
8421. Southern's "aggregate investment," as defined in Rule
53(a), in all Exempt Projects and Project Parents will be
unchanged by the Interim Reorganization.
Appended as Exhibit H-2 hereto is an organizational chart
showing Southern's anticipated direct and indirect ownership of
Southern Electric and of Exempt Projects and Project Parents
currently owned following the Interim Reorganization. Not all
steps in the Interim Reorganization have been carried out, and
the organizational structure depicted may be subject to some
modification.
5 SEI Europe, Inc. may, in turn, create additional Project
Parents to own Southern's foreign Projects.
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In the future, to the extent possible, Southern intends to
structure investments in any additional foreign Projects as
direct or indirect subsidiaries of SEI Europe, Inc. (hereafter
referred to as "International Holdings"), and investments in any
additional domestic Projects as direct or indirect subsidiaries
of SEWG (hereafter referred to as "Domestic Holdings").
1.4 Description of Final Reorganization. Subject to
receipt of an order approving the Application or Declaration in
this proceeding, Southern proposes to take several additional
steps designed to consolidate its ownership of all current
Projects, Project Parents and activities and functions related
thereto under Holdings. Specifically, Southern requests approval
to contribute the common stock of Southern Electric to Holdings
such that Southern Electric will be a first-tier subsidiary of
Holdings (along with Domestic Holdings and International
Holdings). Southern Electric will continue to engage in those
activities authorized under the December 1994 Order (viz.
preliminary project development activities and the sale of
operating, construction, project management, administrative and
other similar services to associate Projects and to non-
associates, including non-associate utilities and independent
power projects).
In connection with the foregoing, Southern Electric also
requests authority to transfer to International Holdings (or to
subsidiaries thereof) the securities of two existing wholly-owned
subsidiaries of Southern Electric whose operations are limited to
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the conduct of preliminary project development activities in
foreign countries.6
Currently, Southern's sole non-exempt Project is Mobile
Energy Services Company, L.L.C. ("MESC"), which Southern holds
through a wholly-owned subsidiary, Mobile Energy Services
Holdings, Inc. ("Mobile Energy").7 Southern will continue to
hold all of the issued and outstanding common stock of Mobile
Energy as a first-tier subsidiary company. However, Southern
desires to direct some or all of the distributable cash flow and
income from Mobile Energy to support the operations of and future
financing by Holdings and/or Domestic Holdings. To achieve this
objective, Southern and Mobile Energy request approval for a
recapitalization of Mobile Energy under Alabama law pursuant to
which Southern would receive, as a distribution in respect of the
currently issued and outstanding common stock of Mobile Energy,8
all of the authorized shares of a new class of non-voting
6 These subsidiaries, which were organized in accordance
with Southern Electric's authorization under the December 1994
Order, are Southern Electric International-Asia, Inc., which
maintains Southern Electric's Hong Kong office, and Southern
Electric International GmbH, which maintains Southern Electric's
Vienna office.
7 See File No. 70-8505, Holding Co. Act Rel. Nos. 26185 and
26330, dated December 13, 1994 and July 13, 1995, respectively.
Through Mobile Energy, a statutory "holding company," Southern
holds 99% of the equity ownership interests in MESC, an Alabama
limited liability company. MESC owns a dedicated, inside-the-
fence, industrial cogeneration complex in Mobile, Alabama. The
remaining 1% equity ownership interest in MESC is, and will
continue to be, held by Southern Electric.
8 Mobile Energy has authorized and issued 1000 shares of
common stock, par value $1.00 per share. It currently has no
other authorized class of stock.
6
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preferred stock. The recapitalization of Mobile Energy would not
require Southern to make, or result in, any additional investment
by Southern in Mobile Energy. A copy of Mobile Energy's Amended
and Restated Articles of Incorporation designating the new class
of preferred stock is filed herewith as Exhibit A.
The preferred stock of Mobile Energy will not be entitled to
any vote on any matter except for (i) such matters as require a
vote of preferred stockholders under Alabama law, and (ii) any
subsequent amendments to the articles of incorporation of Mobile
Energy that would affect the priorities of the holders of such
shares to dividends and to distributions upon liquidation of
Mobile Energy.
Concurrently with its receipt of Mobile Energy's preferred
stock, Southern requests approval to transfer such stock to
Holdings as a contribution to the capital of Holdings; and
Holdings, in turn, proposes to transfer such preferred stock to
Domestic Holdings as a contribution to the capital of that
company. Except as described above, the shares of common and
preferred stock of Mobile Energy will not be issued or sold to
any third person without receipt of a further order of this
Commission.
1.5 Authorization of Future Project Activities and
Investments. In the future, Southern contemplates that it will
make investments in additional Projects through Holdings (or
subsidiaries of Holdings) and that Holdings and its subsidiaries
(principally Southern Electric) will conduct all other related
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project activities, including but not limited to project
marketing and development, asset administration, and rendering of
operations and maintenance, construction and other similar types
of services to both associate Projects and to non-associates.
Any investment in an Exempt Project (i.e., an EWG or FUCO) would
be made in accordance with and subject to such limitations as may
be imposed under Section 32 or 33, as the case may be, and all
applicable rules of the Commission, including Rule 53.
(a) Acquisition of Certain "Energy-Related" Companies.
Holdings requests authority herein to acquire, directly or
indirectly through subsidiaries, in one or more transactions from
time to time through December 31, 2001, the securities of or
other interests in any one or more companies that derive or will
derive substantially all of their revenues from the ownership
and/or operation of any one or more of the following categories
of energy-related facilities or businesses (hereafter referred to
as "Energy-Related Companies"): (i) QFs, including ownership or
operation of any facilities that are necessary or incidental
thereto, such as fuel production, transportation and handling
facilities and equipment, and thermal energy utilization
facilities purchased or constructed primarily to enable the QF to
satisfy the useful thermal energy output requirements under
PURPA; (ii) the production, conversion, and distribution of
thermal energy products, such as steam, heat, hot and chilled
water, air conditioning, compressed air and similar products; and
(iii) the brokering and marketing of energy commodities,
8
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including but not limited to fuel, electricity and natural or
manufactured gas. Holdings may also acquire interests in other
categories of "energy-related" businesses to the extent that any
such acquisition may be exempted under a rule of general
applicability hereafter adopted by the Commission.9
(b) Investments by Southern in Holdings. Southern proposes
to make additional investments in Holdings from time to time in
order to finance the business of Holdings and its subsidiaries,
including direct or indirect investments by Holdings in Southern
Electric and in one or more Projects or Energy-Related Companies.
Such additional investments in Holdings shall be made in
accordance with Rules 52 and 45(b)(4), as applicable, provided
that: (i) any investment in Holdings made for the purpose of
enabling Holdings to acquire directly or indirectly the
securities of or other interest in any Exempt Project shall be
subject to the limitations of Rule 53 and any other applicable
rules; and (ii) any additional investment in Holdings made for
the purpose of enabling Holdings to acquire directly or
indirectly the securities of or other interest in any Energy-
Related Company shall not exceed $300 million at any time
outstanding or such greater amount as may be permitted under any
9 Reference is made to the Commission's proposed Rule 58,
which, if adopted, would conditionally exempt from the pre-
approval requirements of Sections 9(a) and 10 of the Act
acquisitions of the securities of certain categories of "energy-
related companies." See Holding Co. Act Release No. 26313,
dated June 20, 1995.
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rule of general applicability that the Commission may hereafter
adopt.
Holdings will use the proceeds of any additional financing
by Southern (including the proceeds of borrowings from lenders
other than Southern that are guaranteed by Southern, as described
below), together with other internally generated funds and the
proceeds of the sale of any securities issued to investors other
than Southern or any associate company, to make investments in
Projects and Energy-Related Companies, to make additional
investments in Southern Electric, and to finance the costs of any
other authorized or permitted activity. Holdings further
proposes to assume liability (as guarantor, co-maker, indemnitor,
or otherwise) with respect to any security issued by any direct
or indirect subsidiary of Holdings, provided that the issue and
sale of such security is exempt from the declaration requirements
of Section 6(a) of the Act.
(c) Acquisition by Holdings of Intermediate Subsidiaries.
Holdings further requests authority to make investments in
Projects and Energy-Related Companies directly or indirectly
through one or more subsidiaries (hereinafter referred to as
"Intermediate Subsidiaries") that are organized exclusively for
that purpose; provided, however, that such subsidiaries may also
provide project development and management services to Projects
or Energy-Related Companies held by them. Any direct or indirect
investment by Holdings in an Intermediate Subsidiary organized to
acquire or hold an Exempt Project will be treated for purposes of
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Rule 53 as if it were an investment in such Exempt Project; and
any direct or indirect investment in an Intermediate Subsidiary
organized to acquire and hold the securities of any Energy-
Related Company will be treated as if it were an investment in
such Energy-Related Company.
(d) Acquisition by Holdings of Certain Other Special
Purpose Subsidiaries. Holdings also requests approval to
acquire, directly or indirectly, the securities of or other
interest in one or more subsidiaries ("Special Purpose
Subsidiaries") organized exclusively for the purpose of engaging
in any of the activities that Southern Electric is currently
authorized to engage in under the terms of the December 1994
Order, including preliminary project development and marketing,
project management and administration, and rendering services to
both associate Projects and Energy-Related Companies and to non-
associates. Southern envisions, for example, that Special
Purpose Subsidiaries will be needed in order to establish and
manage foreign project development offices, and to provide
operations and maintenance, construction or asset management
services, whether to an associate Project or Energy-Related
Company or to a non-associate company. Creating separate
subsidiaries for such purposes serves to isolate the risks of one
activity from others, and may be necessary to satisfy the
requirements of applicable foreign or U.S. laws.
(e) Financial Guaranties by Southern. Southern requests
authority to guaranty in one or more transactions from time to
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time through December 31, 2001, the securities of Holdings or any
direct or indirect subsidiary of Holdings in an aggregate
principal amount at any one time outstanding not to exceed $1.2
billion (the "Financial Guaranties"). Financial Guaranties may
take the form of direct guaranties of securities issued by
Holdings or any subsidiary, stand-by equity funding guaranties,
obligations under capital maintenance agreements or under
reimbursement agreements in respect of bank letters of credit, or
other similar financial instruments or undertakings.
Any Financial Guaranty issued by Southern with respect to
securities of any Intermediate Subsidiary organized to acquire
and hold the securities of any Exempt Project will be treated for
purposes of Rule 53 as if it were a guaranty of the securities of
such Exempt Project; and any Financial Guaranty with respect to
securities of an Intermediate Subsidiary organized to acquire and
hold the securities of any Energy-Related Company shall be
counted against the investment limitation in all such entities
set forth above in Item 1.5(a). Any Financial Guaranty
outstanding on December 31, 2001, shall remain outstanding until
it expires in accordance with its terms.
(f) Pledge of Securities of Holdings or Subsidiaries.
Finally, in connection with any sale of debt securities by
Holdings or any subsidiary of Holdings, it may be necessary for
Southern, as the sole stockholder of Holdings, or Holdings,
Domestic Holdings and Foreign Holdings, as the stockholder of any
of their respective subsidiaries, to provide collateral security
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to the purchaser of such debt securities by pledging the shares
of Holdings (if Holdings is the issuer) or of any subsidiary of
Holdings (if a subsidiary of Holdings is the issuer). Similarly,
it may be necessary for Domestic Holdings to pledge the preferred
shares of Mobile Energy to secure borrowings from third-party
lenders. To the extent required, Southern, Holdings, Domestic
Holdings and Foreign Holdings request approval to enter into
stock pledge agreements as collateral security for any such
securities issuances.
1.6 Relationship to other Authorizations. Upon issuance of
the Commission's order approving this Application or Declaration,
Southern will relinquish its authorization in File No. 70-8421
(concerning "Project Parents"), but without prejudice to any
transaction that has been consummated in reliance upon the
authority granted by the Commission in that proceeding. The term
"Intermediate Subsidiary," as defined herein, is broader than,
i.e., it subsumes, the term "Project Parent," as defined in File
No. 70-8421. For the same reason, upon the effective date of the
order approving this Application or Declaration, Southern will
also relinquish its authority in File No. 70-8277 to guaranty the
securities of Exempt Projects issued to third-parties. (All
other approvals granted in File No. 70-8277 shall remain
unaffected).
Finally, Southern understands that the issuance and sale of
securities by a non-utility subsidiary of a registered holding
company (which would include Holdings, Domestic Holdings, Foreign
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Holdings and any Intermediate Subsidiary) in order to finance the
authorized business of such subsidiary is conditionally exempt
from Sections 6(a) and 7 of the Act pursuant to Rule 52, as
recently amended, and that cash capital contributions and open
account advances to such subsidiaries are exempt from Section
12(b) and Rule 45(a) thereunder pursuant to Rule 45(b), also as
recently amended.10 Southern requests that the Commission's
order in this proceeding acknowledge the applicability of those
exemptions.
Southern Electric will continue to engage in those
activities currently authorized under the December 1994 Order.
However, any additional investment by Southern in Southern
Electric would be made indirectly through Holdings, as described
above. Any services rendered by any Special Purpose Subsidiary
to a Project or other associate company will be subject to all of
the terms, conditions and limitations of the December 1994 Order
as if the terms, conditions and limitations of such order
expressly applied to such Special Purpose Subsidiary.
Under the terms of the December 1994 Order, Southern is
authorized to guaranty performance by or act as indemnitor or
surety with respect to contractual obligations of Southern
Electric, any subsidiary of Southern Electric, or any Project
entity in which Southern directly or indirectly holds an
interests (collectively, "Performance Guaranties"). Southern
requests a modification of the December 1994 Order so that it is
10 See Holding Co. Act Rel. No. 26311, dated June 20, 1995.
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clear that Southern may provide Performance Guaranties on behalf
of Holdings and any direct or indirect subsidiary of Holdings,
including Southern Electric and any Project, Energy-Related
Company, or Intermediate Subsidiary. Any such Performance
Guaranty provided on behalf of an Intermediate Subsidiary that
holds an interest in an Exempt Project shall, for purposes of
Rule 53 and the December 1994 Order, be treated as if it is a
Performance Guaranty provided on behalf of such Exempt Project.
Holdings, Domestic Holdings and Foreign Holdings also
propose to provide Performance Guaranties on behalf of any of
their respective direct or indirect subsidiaries. It is proposed
that such Performance Guaranties would count against the
limitation on the amount of Performance Guaranties under the
December 1994 Order only if, and to the extent that, the same are
ultimately supported by an agreement or undertaking of Southern
itself.
1.7 Other Matters. It is proposed that Southern and
Holdings file a single consolidated quarterly report pursuant to
Rule 24 on all investments in Projects and Energy-Related
Companies and other activities of Holdings and its subsidiaries.
Such report shall be in the same form as, and in lieu of, the
combined report currently being filed in File Nos. 70-7932 and
70-8421.
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Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses paid or incurred and to
be paid or incurred in connection with the proposals contained
herein are estimated not to exceed $7,000, including the
Commission's filing fee of $2,000.
Item 3. Applicable Statutory Provisions.
The applicants believe that the following proposed
transactions are or may be subject to the requirements of the
following provisions of the Act and rules thereunder:
Transaction Applicable Section or Rule
Transfer to Holdings by Sections 12(b) and (f); Rules
Southern of the common 43, 45 and 54
stock of Southern Electric
Amendment to the Articles Sections 6(a) and 7; Sections
of Incorporation of Mobile 9(a)(1) and 10; Rule 54
Energy and issuance of
shares of a new class of
preferred stock of Mobile
Energy to Southern; and the
acquisition thereof by
Southern
Transfer to Holdings by Sections 12(b) and (f); Rules
Southern of the shares of 43, 45 and 54 (Deemed to be
existing Project Parents, authorized under orders issued
and transfer to in File No. 70-8421)
International Holdings of
such shares by Holdings
Transfer to Holdings by Sections 12(b) and (f); Rules
Southern of the common 43, 45 and 54 (Deemed to be
stock of SEWG authorized under orders issued
in File No. 70-8421)
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Transaction Applicable Section or Rule
Transfer to Holdings by Sections 12(b) and (f) and
Southern of the preferred Rules 43, 45 and 54 thereunder;
stock of Mobile Energy, and Sections 9(a) and 10
transfer to Domestic
Holdings of such shares by
Holdings, and the
acquisition thereof by
Holdings and Domestic
Holdings
Transfer to International Sections 12(f) and Rule 43;
Holdings or subsidiaries Sections 9(a)(1) and 10
thereof by Southern
Electric of shares of
project development
subsidiaries, and the
acquisition of such shares
by the latter
Acquisition by Holdings, Sections 9(a)(1) and 10
directly or indirectly, of
securities of Energy-
Related Companies
Acquisition by Holdings, Sections 9(a)(1) and 10
directly or indirectly, of
securities of Intermediate
Subsidiaries and of
Special Purpose
Subsidiaries
Issuance of the Financial Sections 6(a), 7, 12(b), 32 and
Guaranties by Southern 33 and Rules 45(a), 53 and 54
thereunder
Pledge by Southern of stock May be subject to Sections 6(a)
of Holdings and by Holdings and 7
of stock of its direct and
indirect subsidiaries
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.
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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.
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A - Amended and Restated Article of Incorporation
of Mobile Energy Services Holdings, Inc. (To
be filed by Amendment).
G - Form of Federal Register Notice.
H - 1 Organizational Chart Showing Ownership of
Southern Electric and Projects as of
September 30, 1995. (To be filed by
Amendment).
H - 2 Organizational Chart Showing Ownership of
Southern Electric and Projects Following
Interim Reorganization. (To be filed by
Amendment).
(b) Financial Statements.
Not applicable.
Item 7. Information as to Environmental Effects.
(a) In light of the nature of the proposed transactions, as
described in Item 1 hereof, the Commission's action in this
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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.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
Dated: October 31, 1995
THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
MOBILE ENERGY SERVICES HOLDINGS, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN ELECTRIC INTERNATIONAL, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
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Exhibit G
FORM OF FEDERAL REGISTER NOTICE
The Southern Company ("Southern"), a registered holding
company whose address is 64 Perimeter Center East, Atlanta,
Georgia 30346, and its wholly-owned subsidiaries, Southern
Electric International, Inc. ("Southern Electric") and Mobile
Energy Services Holdings, Inc. ("MESH"), have filed an
application or declaration pursuant to Sections 6(a), 7, 9(a),
10, 12(b) and (f), 32 and 33 of the Act and Rules 43, 45, 53, and
54 thereunder.
Southern has heretofore acquired interests in various
foreign and domestic "exempt wholesale generators" and "foreign
utility companies" (collectively, "Exempt Projects"), and owns
indirectly through MESH and Southern Electric 100% of the equity
interests in Mobile Energy Services Company, L.L.C., which owns
and operates a non-exempt cogeneration project in Alabama. (See
HCAR Nos. 26185 and 26330, dated December 13, 1994 and July 13,
1995, respectively).
Southern has initiated steps to combine the ownership of all
of its Exempt Projects under a single subsidiary, SEI Holdings,
Inc. ("Holdings"), which is a "Project Parent" within the meaning
of HCAR No. 26338, dated July 25, 1995. Southern is now
requesting authority for several additional transactions in the
final restructuring of its project portfolio and for certain
related future transactions. Southern states that one of the
primary purposes for the reorganization is to facilitate
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Holdings' access to external sources of debt and equity capital,
the issuance of which would be supported by the cash flows and
income of all of Southern's current and future project
investments.
Specifically, in order to direct a portion of the income and
cash flows from MESH (which is not an Exempt Project) to
Holdings, Southern proposes to amend MESH's articles of
incorporation to create a class of non-voting preferred stock
that would be issued to Southern and transferred by Southern to
Holdings or a subsidiary of Holdings. Southern will continue to
hold the common stock of MESH. Second, Southern proposes to
transfer the common stock of Southern Electric to Holdings.
Southern Electric, which is Southern's independent power
development, marketing and service subsidiary, will continue to
engage in those activities authorized by the Commission in HCAR
No. 26212, dated December 30, 1994. Third, Southern and Holdings
request authority to invest up to $300 million from time to time
through December 31, 2001, in the securities of one or more
companies that will derive substantially all of their income from
the ownership or operation of "qualifying facilities" within the
meaning of the Public Utility Regulatory Policies Act of 1978,
the production and distribution of thermal energy products, such
as steam, and the business of brokering and marketing of energy
commodities, including electricity, natural gas and fuels
(collectively, "Energy-Related Companies").
Southern and Holdings have also restated the authority
Southern currently has under File No. 70-8421 to acquire the
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securities of intermediate subsidiaries (called "Project
Parents") organized to acquire and hold the securities of Exempt
Projects. Southern is now requesting the flexibility to use such
subsidiaries (called "Intermediate Subsidiaries") to acquire and
hold interests in Energy-Related Companies, as well as Exempt
Projects, and to acquire other special purpose subsidiaries to
engage in any of the activities that Southern Electric is
currently authorized to engage in. Finally, Southern requests
authority to provide financial guaranties in an aggregate amount
at any time outstanding not to exceed $1.2 billion in respect of
the securities of Holdings or any direct or indirect subsidiary
of Holdings, subject, however, to the limitations of Rule 53 with
respect to financial guaranties incurred in connection with any
direct or indirect investment in an Exempt Project.
Southern proposes to relinquish its authority under certain
other currently effective Commission orders upon the effective
date of the order in this proceeding in order to eliminate
overlapping authorizations.
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