File No. 70-8399
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY
64 Perimeter Center East
Atlanta, Georgia 30346
(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
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(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
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended by adding the following thereto:
"Compliance with Rule 53. Under Rule 53(a), the Commission
shall not make certain specified findings under Sections 7 and 12
in connection with a proposal by a holding company to issue
securities for the purpose of acquiring the securities of or
other interest in any EWG, or to guarantee the securities of any
EWG, if each of the conditions in paragraphs (a)(1) through
(a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists.
In that regard, Southern states that, giving effect to the
proposals contained herein, all of the conditions set forth in
Rule 53(a) are and will be satisfied and none of the conditions
set forth in Rule 53(b) exists or, as a result thereof, will
exist.
Rule 53(a)(1): At March 31, 1995, Southern had
invested, directly or indirectly, an aggregate of $500.1 million
in EWGs and FUCOs.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
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 in The
Grand Bahamas, Chile, and Argentina.
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limitation is currently about $1.072 billion, calculated as
follows: 50% of "consolidated retained earnings" ($1.572
billion) less "aggregate investment" at March 31, 1995 ($500.1
million) equals $1.072 billion.
Rule 53(a)(2): Southern maintains books and records
enabling it to identify investments in and earnings from each EWG
and FUCO in which it directly or indirectly holds an interest.
In addition, each domestic EWG in which Southern holds an
interest maintains its books and records and prepares its
financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). The books and records and
financial statements of each FUCO in which Southern holds an
interest (including those that are "majority-owned subsidiaries"
and those that are not) are maintained and prepared in conformity
with GAAP. All of such books and records and financial
statements will be made available to the Commission, in English,
upon request.
Rule 53(a)(3): No more than 2% of the employees of
Southern's operating utility subsidiaries will, at any one time,
directly or indirectly, render services to EWGs and FUCOs. Based
on current staffing levels of Southern's domestic operating
utility subsidiaries (such companies currently employ, in the
aggregate, approximately 27,000 salaried and hourly employees),
no more than 540 employees of these companies, in the aggregate,
determined on a full-time-equivalent basis, will be utilized at
any one time in rendering services directly or indirectly to EWGs
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and FUCOs. In a separate proceeding (File No. 70-7932) certain
of Southern's subsidiaries have been authorized to render
services to EWGs and FUCOs indirectly through Southern Electric
International, Inc.
Rule 53(a)(4): Southern is simultaneously submitting a
copy of this Amendment, and will submit copies of any Rule 24
certificates required hereunder, as well as a copy of Southern's
Form U5S, to the Federal Energy Regulatory Commission and to each
of the public service commissions having jurisdiction over the
retail rates of Southern's operating utility subsidiaries.
In addition, Southern states that the provisions of
Rule 53(a) are not made inapplicable to the authorization herein
requested by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Southern nor any subsidiary of
Southern is the subject of any pending bankruptcy or similar
proceeding.
Rule 53(b)(2): Southern's average consolidated
retained earnings for the four most recent quarterly periods
($3.144 billion) represented an increase of approximately $69
million in the average consolidated retained earnings for the
previous four quarterly periods ($3.075 billion).
Rule 53(b)(3): In the previous fiscal year, Southern
did not report any operating losses attributable to its direct or
indirect investments in EWGs and FUCOs."
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Item 6. Exhibits and Financial Statements
(a) Exhibits
A-1 - The Southern Company Outside Directors Stock
Plan. (Designated in Registration No. 33-
54415 as Exhibit 4(c).)
C - Registration Statement of Southern on Form
S-8 with respect to the Plan. (Filed
electronically on July 1, 1994, File No. 33-
54415.)
Exhibits heretofore filed with the Securities and Exchange
Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: August 1, 1995 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
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