File No. 70-8277
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 8
(Post-Effective 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
Financial Vice President Troutman Sanders
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 1. Description of Proposed Transactions.
The first paragraph of Item 1.2 as amended by Amendment
No. 7 (Post-Effective No. 1) is hereby deleted and replace with
the following:
"Southern now requests authority to issue and sell up to
25 million shares of Additional Common Stock (as such number may
be adjusted for any stock split or distribution hereafter
authorized) from time to time through December 31, 1999,
inclusive of the remaining 9.4 million shares of Additional
Common Stock that Southern is currently authorized to issue and
sell under the terms of the 1994 Order. Some or all of the
Additional Common Stock may be issued and sold through a primary
shelf registration program in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), as
heretofore described in this proceeding (but without regard to
any limitation imposed under former Rule 50), or otherwise to or
through one or more underwriters or dealers for resale in one or
more public offerings, or to investors directly or through
agents."
The first paragraph of Item 1.3 as amended by Amendment
No. 7 (Post-Effective No. 1 is hereby deleted and replace with
the following:
"Southern requests authority for an increase from $500
million to $1.2 billion in the aggregate principal amount of
securities of EWGs and FUCOs in respect of which Southern may at
any time provide Guarantees, and for an extension of the date
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through which such Guarantees may be issued from December 31,
1996 to December 31, 1999, provided that any Guarantee
outstanding on December 31, 1999 would expire or terminate in
accordance with its terms; and provided further that the sum of
(i) the principal amount of securities of EWGs and FUCOs in
respect of which Guarantees are at any time outstanding, (ii) the
net proceeds of sales of the 25 million shares of Additional
Common Stock invested directly or indirectly by Southern in EWGs
and FUCOs, as herein proposed, (iii) the net proceeds of sales of
additional shares of Southern's common stock invested directly or
indirectly in EWGs and FUCOs, as authorized in File No. 70-8435,
and (iv) the proceeds of short-term and term loan borrowings
and/or commercial paper sales by Southern at any time invested in
EWGs and FUCOs, as authorized in File No. 70-8309, shall at no
time in the aggregate exceed the greater of (x) $1.072 billion,
and (y) 50% of Southern's "consolidated retained earnings,"
determined in accordance with Rule 53(a) (hereinafter, the "Rule
53 Limitation"). The current Rule 53 Limitation ($1.072 billion)
is based on Southern's "consolidated retained earnings" and
"aggregate investment" at March 31, 1995, as shown in Item 1.4,
below."
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SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 21, 1995 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm, Secretary
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