File No. 70-8435
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 5
(Post-Effective Amendment No. 4)
to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY SAVANNAH ELECTRIC AND POWER COMPANY
64 Perimeter Center East 600 Bay Street East
Atlanta, Georgia 30346 Savannah, Georgia 31401
ALABAMA POWER COMPANY SOUTHERN COMPANY SERVICES, INC.
600 North 18th Street 64 Perimeter Center East
Birmingham, Alabama 35291 Atlanta, Georgia 30346
GEORGIA POWER COMPANY SOUTHERN ELECTRIC GENERATING COMPANY
333 Piedmont Avenue, N.E. 600 North 18th Street
Atlanta, Georgia 30308 Birmingham, Alabama 35291
GULF POWER COMPANY SOUTHERN ELECTRIC INTERNATIONAL, INC.
500 Bayfront Parkway 900 Ashwood Parkway, Suite 500
Pensacola, Florida 32501 Atlanta, Georgia 30338
MISSISSIPPI POWER COMPANY SOUTHERN NUCLEAR OPERATING COMPANY, INC.
2992 West Beach 40 Inverness Center Parkway
Gulfport, Mississippi 39501 Birmingham, Alabama 35204
(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 Kirby R. Willis, Vice President,
Secretary Treasurer and Chief Financial Officer
The Southern Company Savannah Electric and Power Company
64 Perimeter Center East 600 Bay Street East
Atlanta, Georgia 30346 Savannah, Georgia 31401
Art P. Beattie, Vice President, Tommy Chisholm, Vice President
Secretary and Treasurer and Secretary
Alabama Power Company Southern Company Services, Inc.
600 North 18th Street 64 Perimeter Center East
Birmingham, Alabama 35291 Atlanta, Georgia 30346
Judy M. Anderson, Vice President Art P. Beattie
and Corporate Secretary Secretary and Treasurer
Georgia Power Company Southern Electric Generating Company
333 Piedmont Avenue, N.E. 600 North 18th Street
Atlanta, Georgia 30308 Birmingham, Alabama 35291
Warren E. Tate, Secretary Tommy Chisholm, Vice President
and Treasurer and Secretary
Gulf Power Company Southern Electric International, Inc.
500 Bayfront Parkway 900 Ashwood Parkway, Suite 500
Pensacola, Florida 32501 Atlanta, Georgia 30338
Michael W. Southern, Vice President, John O. Meier, Vice President
Secretary and Treasurer and Corporate Secretary
Mississippi Power Company Southern Nuclear Operating Company, Inc.
2992 West Beach 40 Inverness Center Parkway
Gulfport, Mississippi 39501 Birmingham, Alabama 35204
(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, Esq.
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. 2) to the
Application or Declaration heretofore filed in this proceeding,
as previously amended by Post-Effective Amendment Nos. 2 and 3
(Amendment Nos. 3 and 4), is hereby further amended as follows:
1. The first paragraph of Item 1.2, Proposed
Modification to 1994 Order, is amended and restated in its
entirety to read as follows:
"Southern now proposes to issue and sell the additional
shares of its common stock pursuant to the Plans from time to
time on or prior to December 31, 1999. Southern intends to
utilize the net proceeds from of the sales of the additional
common stock to make investments in subsidiaries, including EWGs
and FUCOs, and for other corporate purposes. Investments in
subsidiaries would only be made in accordance with existing or
future authorizations in separate proceedings, or in accordance
with such exemptions as may exist under the Act and the rules and
regulations thereunder, provided however, that the sum of (i) the
net proceeds of sales of additional common stock used for the
purpose of acquiring the securities of or other interests in any
such entities, as authorized in this proceeding and in File No.
70-8277, (ii) the principal amount of securities of any EWGs or
FUCOs at any time outstanding in respect of which Southern has
provided a guarantee, as authorized in File No. 70-8277, and
(iii) the proceeds of short-term and term loan borrowings and/or
commercial paper sales at any time invested by Southern in EWGs
and FUCOs, as authorized in File No. 70-8309, shall not, when
added to Southern's direct or indirect "aggregate investment" in
all EWGs and FUCOs, at any point in time exceed 50% of Southern's
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"consolidated retained earnings" (hereinafter, the "Rule 53
Limitation"). Southern's "aggregate investment" and
"consolidated retained earnings" shall be determined in
accordance with Rule 53(a). The current Rule 53 Limitation,
which is based on Southern's "consolidated retained earnings" for
the four quarters ended March 31, 1995, and "aggregate
investment" at July 28, 1995, is approximately $903.9 million, as
shown in Item 1.3, below."
2. The second paragraph of Item 1.3, Compliance with
Rule 53, is amended and restated in its entirety to read as
follows:
"Rule 53(a)(1): At July 28, 1995, Southern had
invested, directly or indirectly, an aggregate of $668.1 million
in EWGs and FUCOs, inclusive of investments in certain
intermediate subsidiaries.1 The average of the consolidated
retained earnings of Southern reported on Form 10-K or Form 10-Q,
as applicable, for the four consecutive quarters ended March 31,
1995, is $3.144 billion. Accordingly, based on Southern's
"consolidated retained earnings" at March 31, 1995, the Rule 53
Limitation is currently about $903.9 billion, calculated as
follows: 50% of "consolidated retained earnings" ($1.572
billion) less "aggregate investment" at July 28, 1995 ($668.1
million) equals $903.9 million."
3. Item 2, Fees, Commissions and Expenses, is amended
and restated in its entirety to read as follows:
1 These investments are in companies or partnerships that
are EWGs operating or constructing facilities in Hawaii,
Virginia, and Trinidad and Tobago, and in FUCOs operating
facilities and utility systems in The Grand Bahamas, Chile,
Argentina, and England.
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"The additional fees, commissions, and expenses paid or
to be incurred in connection with the filing of this Post-
Effective Amendment are estimated not to exceed $4,000, which
includes the Commission's filing fee and the estimated fees of
counsel for the applicants."
4. Item 6, Exhibits and Financial Statements
(Supplemental List), is completed with the filing if the
following exhibit:
(a) Exhibits
F-1(a) - Opinion of Troutman Sanders, counsel for
Southern.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this amendment to be signed on their behalf by the
undersigned thereunto duly authorized.
Dated: July 28, 1995
THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
ALABAMA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
(Signatures continued on next page)
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GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
GULF POWER COMPANY
By:/s/Wayne Boston
Wayne Boston
Assistant Secretary
MISSISSIPPI POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN COMPANY SERVICES, INC.
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN ELECTRIC GENERATING COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
(Signatures continued on next page)
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SOUTHERN ELECTRIC INTERNATIONAL, INC.
By: /s/Wayne Boston
Tommy Chisholm
Secretary
SOUTHERN NUCLEAR OPERATING COMPANY, INC.
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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Exhibit F-1(a)
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GA 30308
404-885-3000
July 28, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: The Southern Company - Post-Effective Amendment
to Application or Declaration (File No. 70-8435)
Ladies and Gentlemen:
We are familiar with Post-Effective Amendment No. 1 to the
statement on Form U-1 referred to above, as amended by Post-
Effective Amendment Nos. 2 through 4, and are furnishing this
opinion with respect to the proposed issuance by The Southern
Company ("Southern") of additional shares of its common stock,
par value $5 per share (the "Stock"), pursuant to certain
employee and shareholder plans.
We are of the opinion that Southern is a validly organized
and duly existing corporation under the laws of the State of
Delaware 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 applicable to the proposed
transactions will have been complied with;
(b) upon compliance with the relevant provisions of
the Securities Act of 1933, as amended, and the securities
or "Blue Sky" laws of any jurisdiction applicable thereto,
when certificates for the Stock have been executed by
Southern, countersigned and registered by the transfer agent
and registrar and delivered for a consideration in cash
equal to or greater than the par value of the Stock in
accordance with resolutions duly adopted by the board of
directors of Southern, the Stock will be validly issued,
fully paid and nonassessable shares of Southern and the
holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in the Certificate
of Incorporation of Southern, as amended, defining such
rights and privileges; and
(c) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
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Securities and Exchange Commission
July 28, 1995
Page 2
securities issuedby Southernor any associatecompany 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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