File No. 70-8505
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
(Post-Effective Amendment No. 3)
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
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Post-Effective Amendment No. 1 to the Application or
Declaration in this proceeding, as heretofore amended by Post-
Effective Amendment No. 2, is further amended as follows:
1. Item 1.3, Summary of Proposed Financing Plan, is
amended in the following respects:
First, paragraph (b) of Item 1.3 is amended by adding the
following additional sentence at the end thereof:
"Mobile Energy proposes to guaranty Project Company's
obligations under such agreements with the Board."
Second, paragraph (d) of Item 1.3 is amended by adding the
following additional sentence at the end thereof:
"Mobile Energy proposes to guaranty Project Company's
obligations under the Working Capital Facility."
And third, the first sentence in paragraph (e) of Item 1.3
is amended by deleting the reference to "Mobile Energy" and
substituting therefor a reference to "Project Company."
2. Item 1.7, Description of Revolving Credit Facilities,
is amended by adding the following additional sentence at the end
of the first paragraph thereof:
"Mobile Energy will guaranty Project Company's obligations
under the Working Capital Facility."
3. Item 1.8, Description of Senior Debt Security
Documents, is amended by deleting the third sentence thereof and
substituting the following in lieu thereof:
"The obligations of Project Company to make payments with
respect of the Senior Secured Debt will also be secured
ratably by the guaranties provided by Mobile Energy."
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The applicants submit that the foregoing amendments to Post-
Effective No. 1 are not sufficiently substantive to warrant the
giving of further notice in the Federal Register. As described
in Post-Effective Amendment No. 1, with certain exceptions
therein noted, the basic understanding among Project Company,
Mobile Energy and the financing parties is that the First
Mortgage Bonds, Working Capital Facility and Tax-Exempt Bonds
(collectively referred to as the "Senior Secured Debt") would be
ratably secured. Mobile Energy's agreement to guaranty the First
Mortgage Bonds was intended to address an issue that is unique to
the status of certain potential purchasers of the First Mortgage
Bonds. Initially, it was not thought that there would be a
similar need for Mobile Energy to guaranty Project Company's
obligations under the Working Capital Facility or Tax-Exempt Bond
documents, and, thus, no such guaranties were proposed. However,
during the course of further discussions with the Working Capital
Facility provider and the underwriters for the Tax-Exempt Bonds,
it became apparent that such parties believed that, in order to
be secured ratably in all respects with the purchasers of the
First Mortgage Bonds, they too expected to receive the benefits
of a guaranty by Mobile Energy on terms comparable to the
proposed guaranty of the First Mortgage Bonds.
If, notwithstanding the foregoing, the Commission concludes
that further notice in the Federal Register of the changes
proposed in this Post-Effective Amendment No. 3 is necessary, the
applicants respectfully request that there be no delay in the
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issuance of an order approving the matters proposed in Post-
Effective Amendment No. 1, as heretofore amended, so that, upon
issuance of the Commission's order, the applicants may
immediately organize Project Company and consummate the
transactions relating to the changes in the ownership of the
Energy Complex.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Post-Effective Amendment No. 3 to be signed on their behalf
by the undersigned thereunto duly authorized.
Dated: June 28, 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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