File No. 70-8789
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
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(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
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to the above agents for service and to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
<PAGE>
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A-1 - Form of note.
A-2 - Form of commercial paper note.
F - Opinion of Counsel.
G - Monthly Cash Budget for 1996 - 1997 (Filed
pursuant to Rule 104)("P") (Previously Filed)
H - Form of Federal Register Notice.(Previously Filed)
(b) Financial Statements.
Consolidated balance sheet of Southern and its subsidiaries
at December 31, 1995.(Designated in Southern's Form 8-K dated
February 21, 1996, File No. 1-3526).
Consolidated statement of income and statements of
earnings retained in the business and amount paid in
for common stock in excess of par value of Southern
and its subsidiaries for the twelve months ended
December 31, 1995. (Designated in Southern's Form 8-K
dated February 21, 1996, File No. 1-3526).
Since December 31, 1995, there have been no material changes, not in
the ordinary course of business, in the financial conditions of Southern or of
Southern and its subsidiaries consolidated from that set forth in or
contemplated by the foregoing financial statements.
<PAGE>
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: March 12, 1996 THE SOUTHERN COMPANY
By _/s/Tommy Chisholm__________
Tommy Chisholm
Secretary
Exhibit A-1
COMPANY
PROMISSORY NOTE
Dated:
FOR VALUE RECEIVED, COMPANY, a corporation (herein
called the "Company"), hereby promises to pay to the order of (the "Bank),
the principal sum of
million dollars ($ )or, if less, the aggregate unpaid principal
balance of all borrowings by the Company from the Bank under this Note as
indicated on the grid attached hereto, and to pay interest (calculated on the
basis of a year of 360 days and the actual number of days elapsed) on the unpaid
principal balance from the date of each borrowing hereunder until paid in full
at such rate or rates and payable on such date or dates as the Company and the
Bank shall mutually agree upon. The unpaid principal of this Note shall be due
and payable on such date or dates as the Company and the Bank shall mutually
agree upon. Any principal not paid when due shall bear interest from maturity
until paid in full at a floating rate per annum equal to 110% of that rate of
interest from time to time announced by the Bank at its principal office as its
reference rate, such interest to be payable on demand and upon payment in full
of such principal.
Payment of principal and interest on this Note shall be made in lawful
money of the United States of America to the account of the Bank at its
principal office in , or at such other place within the United States of America
as the Bank may from time to time designate on not less than ten days notice in
writing to the Company. If any such payment of principal or interest would be
otherwise due and payable on a Saturday, Sunday or other day on which commercial
banks in are authorized by law to close, such payment shall be due and payable
on the next succeeding business day and such extension of time shall in such
case be included in computing interest, if any, in connection with such payment.
The principal of this Note may not be prepaid by the Company.
The Bank shall endorse all borrowings made by the Company under this
Note and all payments of principal of such borrowings on the grid attached
hereto and made a part hereof but no failure to make or any error in making such
endorsement shall affect the obligations of the Company hereunder.
-2-
If any of the following events of default shall occur and be
continuing:
(a) the Company fails to make or cause to be made any payment of
principal of this Note when due; or
(b) the Company fails to make or cause to be made any payment of
interest on this Note within five (5) days of when due; or
(c) a receiver, liquidator or trustee of the Company or of all or
a substantial part of its assets is appointed by court order
and such order remains in effect for more than 60 days; or a
petition is filed against the Company under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, and is not dismissed or stayed
within 60 days after such filing; or
(d) the Company files a petition in voluntary bankruptcy or
seeking relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment or debt,
dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, or consents to the filing of any
petition against it under any such law; or
(e) the Company makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts
generally as they become due, or consents to the appointment
of a receiver, trustee or liquidator of the Company, or of all
or a substantial part of its assets;
then the Bank may exercise any right, power or remedy permitted to it by law and
shall have, in particular, without limiting the generality of the foregoing, the
right, by written notice given to the Company, to declare the unpaid principal
and all interest accrued on this note then outstanding to be, and the same shall
thereupon become, forthwith due and payable without any presentment, demand,
protest or further notice of any kind, all of which are expressly waived.
The Bank may from time to time enter into participation agreements and
pursuant thereto assign its rights under this Note. All amounts payable by the
Company under this Note shall be determined as if the Bank had not entered into
any such participation agreement. The Bank may furnish any information
concerning the
<PAGE>
-3-
Company in the possession of the Bank from time to time to participants and
prospective participants.
Such information will be limited to that which has been customarily provided to
the Bank for credit decisions.
This Note shall be governed by and construed in accordance with the
laws of the State of .
COMPANY
By:
Title:
Attest:
Title:
Exhibit A-2
FORM OF COMMERCIAL PAPER NOTE
(Name of Company)
$_________________________ No.________________
On_______________________for value received we promise to pay to the order of
bearer the sum of_____________________________DOLLARS payable at the principal
office of ________________________New York, N.Y.
Date Issued_________________________
Countersigned (Name of Company)
as agent
By____________________ By___________________
(Title) (Title)
--------------------
(Title)
Exhibit F
TROUTMAN SANDERS
600 PEACHTREE STREET
SUITE 5200
ATLANTA, GA 30308
404-885-3000
March 12, 1996
Securities and Exchange Commission
Washington, DC 20549
Re: Statement on Form U-1 of
The Southern Company
File No. 70-8789
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above and are
furnishing this opinion with respect to the proposed borrowing, from time to
time prior to April 1, 2001, by The Southern Company ("Southern") of an
aggregate principal amount not to exceed $2,000,000,000 at any one time
outstanding to be evidenced by notes payable to lenders or commercial paper in
the form of promissory notes.
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 herein and in the event that the proposed transactions by Southern
are consummated in accordance with such statement on Form U-1 and such order:
(a) all State laws applicable to such proposed transactions by
Southern will have been complied with;
(b) the notes evidencing such borrowings will be valid and binding
obligations of Southern in accordance with their terms; and
<PAGE>
(c) the consummation of such proposed transactions by Southern will not
violate the legal rights of the holders of any securities issued by
Southern or any associate company thereof.
We hereby consent to the use of this opinion in connection with the
above-mentioned statement on Form U-1.
Very truly yours,
/s/TROUTMAN SANDERS
