SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------
FORM U5S
ANNUAL REPORT
For the Fiscal Year Ended December 31, 1996
Filed pursuant to the Public Utility Holding Company Act of 1935
by
THE SOUTHERN COMPANY
270 PEACHTREE STREET, N. W.
ATLANTA, GEORGIA 30303
<PAGE>
THE SOUTHERN COMPANY
FORM U5S
1996
TABLE OF CONTENTS
-----------------
ITEM PAGE NUMBER
------ -----------
1. System Companies and Investments Therein as of
December 31, 1996 1
2. Acquisitions or Sales of Utility Assets 4
3 Issue, Sale, Pledge, Guarantee or Assumptions
of System Securities 4
4. Acquisition, Redemption or Retirement of System
Securities 5
5. Investments in Securities of Nonsystem Companies 7
6. Officers and Directors 8
7. Contributions and Public Relations 39
8. Service, Sales and Construction Contracts 42
9. Wholesale Generators and Foreign Utility Companies 43
10. Financial Statements and Exhibits A
i
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<TABLE>
<CAPTION>
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
- --------------------------------------------------------------------------
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
- ----------------- ------------ --------- ----- ----------
In Thousands
<S> <C> <C> <C> <C>
THE SOUTHERN COMPANY
(SOUTHERN) None None n/a n/a
ALABAMA POWER COMPANY
(ALABAMA) 5,608,955 100 $2,714,277 $2,714,277
Alabama Property Company 1,000 100 8,417 8,417
Alabama Power Capital Trust I
(ALABAMA TRUST I) n/a n/a 3,000 3,000
Southern Electric
Generating
Company (SEGCO) (a) 164,000 50 26,032 26,032
ENERGIA DE NUEVO LEON, S. A.
DE C. V. 358 33 1/3 - -
GEORGIA POWER COMPANY
(GEORGIA) 7,761,500 100 4,154,281 4,154,281
SEGCO (a) 164,000 50 26,032 26,032
Piedmont-Forrest
Corporation (PIEDMONT) 100,000 100 8,646 8,646
12,599 (b) 12,599
Georgia Power LP Holdings Corp.
(GEORGIA POWER
HOLDINGS) 500 100 - -
Georgia Power Capital, L.P.
(GEORGIA CAPITAL) n/a n/a 3,660 3,660
Georgia Power Capital Trust I
(GEORGIA TRUST I) n/a n/a 7,093 7,093
GULF POWER COMPANY (GULF) 992,717 100 435,758 435,758
MISSISSIPPI POWER COMPANY
(MISSISSIPPI) 1,121,000 100 383,734 383,734
MOBILE ENERGY SERVICES
HOLDINGS, INC. (MESH) 1,000 100 31,374 31,374
Mobile Energy Services
Company, LLC (MESCO) n/a 99 62,908 62,908
</TABLE>
1
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<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
- -------------------------------------------------------------------------
Continued)
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
- ----------------- ------------ --------- ----- ---------
In Thousands
-------------
<S> <C> <C> <C> <C>
SAVANNAH ELECTRIC AND
POWER COMPANY
(SAVANNAH) 10,844,635 100 $172,284 $172,284
SEI HOLDINGS, INC. (SEIH) 1,000 100 987,712 987,712
ASOCIADOS DE ELECTRICIDAD 11,999 (c) (d) (d)
SEI Y ASOCIADOS DE ARGENTINA S. A. 9,840,000 (c) (d) (d)
Hidroelectrica Alicura, S. A. 166,380,000 (c) (d) (d)
SOUTHERN ELECTRIC, INC. 1,000 100 17 17
SOUTHERN ENERGY FINANCE
COMPANY, INC. (e) 1,000 100 13,993 13,993
EPZ Lease, Inc. (e) 1,000 (c) (d) (d)
EPZ Lease, L.L.C. (e) None (c) (d) (d)
EPZ Lease Holding A, L.L.C. (e) None (c) (d) (d)
EPZ Lease Holding B, L.L.C. (e) None (c) (d) (d)
EPZ Lease Holding C, L.L.C. (e) None (c) (d) (d)
SOUTHERN ENERGY, INC. (Southern
Energy) 1,000 100 2,421 2,421
SEI Operadora de Argentina, S. A. 11,999 (c) (d) (d)
Southern Electric International-
Asia, Inc 1,000 (c) (d) (d)
Southern Electric International, GmbH 500 (c) (d) (d)
SOUTHERN ENERGY INTERNATIONAL, 1,000 100 792,139 792,139
INC. (Formerly SEI Newco 1, Inc.)
SOUTHERN ENERGY - ASIA, INC. 1,000 100 107,641 107,641
SOUTHERN ENERGY - NEWCO 2, INC. 1,000 100 170,389 170,389
SEI Chile, S. A. 999 (c) (d) (d)
Inversiones SEI Chile Limitada n/a (c) (d) (d)
Empresa Electrica del Norte
Grande, S. A. (Edelnor) 158,643,607 (c) (d) (d)
Sitranor S. A. n/a (c) (d) (d)
Electrica SEI Chile Limitada n/a (c) (d) (d)
Energia Del Pacifico S. A. 1,000 (c) (d) (d)
Cayman Energy Traders 1 (c) (d) (d)
SEI Beteiligungs GmbH 1 (c) (d) (d)
P. T. Tarahan Power Company n/a (c) (d) (d)
Southern Electric Bahamas
Holdings, Ltd. 1,000 100 31,061 31,061
Southern Electric Bahamas, Ltd. 5,000 (c) (d) (d)
ICD Utilities Limited 2,500,000 (c) (d) (d)
Freeport Power Company Limited 910,809 (c) (d) (d)
</TABLE>
2
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<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
- -------------------------------------------------------------------------
(Continued)
<S> <C> <C> <C> <C>
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
- ---------------- -------------- ------------ ------ -----------
In Thousands
SOUTHERN ELECTRIC INTERNATIONAL-
EUROPE, INC. 1,000 100 $475,413 $475,413
The Southern Company - Europe plc 50,000 (c) (d) (d)
Southern Electric International Finance, Inc. 1,000 (c) (d) (d)
Southern Electric International - Europe Limited 2 (c) (d) (d)
Southern Electric International - Netherlands B.V. 55 (c) (d) (d)
Zamojska Spolka Energetycnza Sp. z.o.o. n/a (c) (d) (d)
Southern Investments UK Holdings Limited 150,000 (c) (d) (d)
Southern Investments UK plc 500,400,587 (c) (d) (d)
South Western Electricity plc 113,989,525 (c) (d) (d)
SOUTHERN ELECTRIC BRASIL
PARTICIPACOES LTDA. 1,000 (c) (d) (d)
Southern Energy E Associados
Participacoes, S. A. 999 (c) (d) (d)
SOUTHERN ELECTRIC INTERNATIONAL
TRINIDAD, INC. 1,000 100 37,411 37,411
The Power Generation
Company of Trinidad
and Tobago Limited 188,370,000 (c) (d) (d)
SOUTHERN ENERGY NORTH
AMERICA, INC. (Formerly Southern
Wholesale Generators, Inc.) 500 100 6,388 6,388
SEI Birchwood, Inc. 1,000 (c) (d) (d)
Birchwood Power Partners, L. P. n/a (c) (d) (d)
Greenhost, Inc. 50 50 (d) (d)
SEI Hawaiian Cogenerators, Inc. 1,000 (c) (d) (d)
SEI State Line, Inc. (f) 1,000 (c) (d) (d)
State Line Energy, L.L.C. (g) n/a (c) (d) (d)
Southern Energy - Cajun, Inc. (h) 10,000 (c) (d) (d)
Southern Energy Trading and Marketing, Inc. 1,000 (c) (d) (d)
SOUTHERN COMPANY
SERVICES, INC. (SCS) 14,500 100 875 875
SOUTHERN COMMUNICATIONS
SERVICES, INC. (Southern
Communications) 500 100 132,303 132,303
SOUTHERN ELECTRIC RAILROAD
COMPANY (SERC) 5,000 100 5 5
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996.
- -------------------------------------------------------------------------
(Continued)
<S> <C> <C> <C> <C>
Name of Company Number of Percentage Issuer
(Add abbreviation Common of Voting Book Owner's
used herein) Shares Owned Power Value Book Value
- ---------------- ------------- ------------ ------- ----------
In Thousands
SOUTHERN INFORMATION HOLDING
COMPANY, INC. (f) 1,000 100 $ 5 $ 5
Southern Information 1, Inc. (f) 1,000 100 1 1
Southern Information 2, Inc. (f) 1,000 100 1 1
SOUTHERN NUCLEAR OPERATING
COMPANY, INC. (Southern Nuclear) 1,000 100 1,869 1,869
5,000 (i) 5,000
SOUTHERN TELECOM HOLDING
COMPANY, INC. (f) 1,000 100 203 203
Southern Telecom 1, Inc. (f) 1,000 100 171 171
Southern Telecom 2, Inc. (f) 1,000 100 1 1
THE SOUTHERN DEVELOPMENT AND
INVESTMENT GROUP, INC. (Southern 500 100 14,620 14,620
Development)
Notes to Item 1:
(a) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA.
The amounts shown reflect the respective ownership interests of each company.
(b) Promissory note due on demand; interest rate, based on GEORGIA's embedded cost of capital,
was 9.90% at January 1, 1997.
(c) This information is contained in Item 9, Part I(a).
(d) This information is filed confidentially pursuant to Rule 104.
(e) Incorporated in Delaware in December 1996.
(f) Incorporated in Delaware in April 1996.
(g) Incorporated in Indiana in April 1996.
(h) Incorporated in Delaware in October 1996.
(i) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 5.42%.
</TABLE>
ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS.
NONE.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.
NONE.
4
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<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
- -------------------------------------------------------------------------
Calendar Year 1996
<S> <C> <C> <C> <C>
Name of Company Indicate
Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
------------------- ---------------------- ---------- -------- ------- ------------ -------------
(See Note)
ALABAMA:
First Mortgage Bonds
9 1/4% Series due 2021 ALABAMA None $23,797,000 $23,797,000 $23,797,000
4 1/2% Series due 1996 ALABAMA None None $60,000,000 $60,000,000
Pollution Control Revenue Bonds
7.40% Series G due 2016 ALABAMA None $21,000,000 $21,000,000 $21,420,000
GEORGIA:
First Mortgage Bonds
4.75% Series due 1996 GEORGIA None $150,000,000 $150,000,000 $150,000,000
7.70% Series due 2025 GEORGIA $13,000,000 None $13,000,000 $12,501,000
8.625% Series due 2022 GEORGIA $110,000 None $110,000 $111,100
7.95% Series due 2023 GEORGIA $21,750,000 None $21,750,000 $21,683,125
7.55% Series due 2023 GEORGIA $5,000,000 None $5,000,000 $4,800,150
7.625% Series due 2023 GEORGIA $16,000,000 None $16,000,000 $15,480,000
7.75% Series due 2023 GEORGIA $5,000,000 None $5,000,000 $4,912,500
Pollution Control Revenue Bonds
6 3/8% Series due 2008 GEORGIA None $980,000 $980,000 $980,000
6 3/8% Series due 2008 GEORGIA None $980,000 $980,000 $980,000
6 3/8% Series due 2008 GEORGIA None $6,100,000 $6,100,000 $6,100,000
6.40% Series due 2007 GEORGIA None $970,000 $970,000 $970,000
6.40% Series due 2007 GEORGIA None $970,000 $970,000 $970,000
6 3/4% Series due 2006 GEORGIA None $960,000 $960,000 $960,000
6 3/4% Series due 2006 GEORGIA None $960,000 $960,000 $960,000
7.25% Series due 2021 GEORGIA None $26,400,000 $26,400,000 $26,400,000
7.25% Series due 2021 GEORGIA None $24,945,000 $24,945,000 $24,945,000
8.00% Series due 2016 GEORGIA None $46,000,000 $46,000,000 $46,000,000
8.00% Series due 2016 GEORGIA None $1,600,000 $1,600,000 $1,600,000
8.00% Series due 2016 GEORGIA None $5,000,000 $5,000,000 $5,000,000
8.00% Series due 2016 GEORGIA None $3,800,000 $3,800,000 $3,800,000
Preferred Stock
$7.80 Series GEORGIA None $75,000,000 $75,000,000 $76,365,000
$1.9375 Series GEORGIA $1,242,500 None $1,242,500 $1,268,575
$1.9875 Series GEORGIA $845,000 None $845,000 $856,290
$1.925 Series GEORGIA $1,087,500 None $1,087,500 $1,109,693
$1.90 Series GEORGIA $972,500 None $972,500 $974,445
$2.125 Series GEORGIA None $100,000,000 $100,000,000 $100,000,000
</TABLE>
5
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<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
- -------------------------------------------------------------------------
Calendar Year 1996
<S> <C> <C> <C> <C>
Name of Company Indicate
Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission
Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization
--------------------- --------------------- ---------- -------- ------- ------------- -------------
(See Note)
GULF:
First Mortgage Bonds
8.75% Series due 2021 GULF None $49,180,000 $49,180,000 $52,047,194
Pollution Control Revenue Bonds
7.125% Series due 2021 GULF None $21,200,000 $21,200,000 $21,624,000
6.000% Series due 2006 GULF None $12,075,000 $12,075,000 $12,075,000
MISSISSIPPI:
First Mortgage Bonds
9 1/4% Series due 2021 MISSISSIPPI None $45,447,000 None $50,190,421
Pollution Control Bonds
5.80% Series due 2007 MISSISSIPPI None $10,000 None $10,000
SAVANNAH:
First Mortgage Bonds
9 3/8% Series due 2021 SAVANNAH None $29,400,000 $29,400,000 $31,278,120
Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or authorized in File No. 70-8095 or in the
respective proceedings relating to the issuance and sale of preferred stock.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES.
- ----------------------------------------------------------
<S> <C> <C> <C>
Number of
Shares or Carrying
Principal Value
Name of Owner Name of Issuer Amount Owned to Owner
- ------------- -------------- ------------ --------
ALABAMA (one item) (1) 204 shares $1
ALABAMA (four items) (2) $654,000 $654,000
GEORGIA (one item) (3) $2,500,000 $2,500,000
Southern Development (one item) (4) 130,381 shares $1
Notes to Item 5:
(1) Securities representing bankruptcy distributions applicable to obligations of customers incurred in the ordinary
course of business.
(2) Debt securities issued by instrumentalities of political subdivisions within ALABAMA's service area to build promotional
industrial buildings that will assist in advancing business and industrial development.
(3) Investment made in a private venture capital fund for the purpose of assisting early-stage and high technology
companies located principally in the Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.)
(4) Represents Southern Development's investment in Integrated Communication Systems, Inc. (ICS). ICS is engaged
in providing two-way communications over local telephone lines for a wide range of energy-related services in the
residential and small commercial markets.
</TABLE>
7
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- -----------------------------------
PART I.
-------
The following are the abbreviations to be used for
principal business address and positions.
Principal Business Address Code
- ------------------------------------------
270 Peachtree Street
Atlanta, GA 30303 (a)
600 North 18th Street
Birmingham, AL 35291 (b)
333 Piedmont Avenue, N.E.
Atlanta, GA 30308 (c)
500 Bayfront Parkway
Pensacola, FL 32520 (d)
900 Ashwood Parkway
Suite 500
Atlanta, GA 30338 (e)
2992 West Beach Boulevard
Gulfport, MS 39501 (f)
600 East Bay Street
Savannah, GA 31401 (g)
Suipacha 1111 Piso 18
1368 Buenos Aires, Argentina (h)
LN Alem 712 - Piso 7
(1001) Buenos Aires, Argentina (i)
Apoquindo 3721 Office 114
Las Condes, Chile (j)
Avenida Grecia 750
Casilla 1290
Antofagasta, Chile (k)
800 Park Avenue, Aztec West
Almondsbury, Bristol BS12 4SE (l)
64 Perimeter Center East
Atlanta, GA 30346 (m)
42 Inverness Center Parkway
Birmingham, AL 35242 (n)
40 Inverness Center Parkway
Birmingham, AL 35242 (o)
Position Code
- ------------------------------------------
Director D
President P
Chief Executive Officer CEO
Chief Financial Officer CFO
Chief Accounting Officer CAO
Chief Information Officer CIO
Chief Production Officer CPO
Senior Executive Vice President SEVP
Executive Vice President EVP
Senior Vice President SVP
Financial Vice President FVP
Vice President VP
Controller/Comptroller C
Counsel L
Secretary S
Treasurer T
General Manager GM
Managing Director MD
Commissioner M
SOUTHERN
Name and Principal Address (a) Position
- ---------------------------------------------
John C. Adams D
755 Lee Street
P. O. Box 272
Alexander City, AL 35011-0272
A. D. Correll D
133 Peachtree Street, N.E.
Atlanta, GA 30303
A. W. Dahlberg D,P,CEO
Paul J. DeNicola (m) D,EVP
Jack Edwards D
P. O. Box 123
Mobile, AL 36601
H. Allen Franklin (c) D,EVP
Bruce S. Gordon D
1310 N. Court House Road
Arlington, VA 22201
L. G. Hardman III D
P. O. Box 149
Commerce, GA 30529
Elmer B. Harris (b) D,EVP
William A. Parker, Jr. D
1380 West Paces Ferry Road, N.W.
Suite 260
Atlanta, GA 30327
William J. Rushton, III D
P. O. Box 2606
Birmingham, AL 35202
Dr. Gloria M. Shatto D
610 Mount Berry Station
Mount Berry, GA 30149
8
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART I. (Continued)
--------------------
SOUTHERN (continued)
Name and Principal Address (a) Position
- ----------------------------------------
Gerald J. St. Pe' D
P. O. Box 149
Pascagoula, MS 39568
Herbert Stockham D
P. O. Box 13018
Birmingham, AL 35213
W. L. Westbrook FVP,CFO,T
David M. Ratcliffe SVP
David R. Altman VP
Thomas G. Boren (e) VP
Bill M. Guthrie (b) VP
C. Alan Martin VP
John G. Richardson VP
1130 Connecticut Avenue, NW
Washington, DC 20036
Dr. W. Robert Woodall, Jr. VP
W. Dean Hudson (m) C
Tommy Chisholm S
ALABAMA
Name and Principal Address (b) Position
- --------------------------------------------
Whit Armstrong D
P. O. Box 900
Enterprise, AL 36331
A. W. Dahlberg (a) D
Peter V. Gregerson, Sr. D
644 Walnut Street
Gadsden, AL 35901
Bill M. Guthrie (b) D,EVP,CPO
Elmer B. Harris D,P,CEO
Carl E. Jones, Jr. D
P. O. Box 2527
Mobile, AL 36622
Wallace D. Malone, Jr. D
P. O. Box 2554
Birmingham, AL 35290
William V. Muse D
Auburn University
107 Samford Hall
Auburn, AL 36849
John T. Porter D
1101 Martin L. King, Jr. Dr. S.W.
Birmingham, AL 35211
Gerald H. Powell D
P. O. Drawer 909
Jacksonville, AL 36265
Robert D. Powers D
202 East Broad Street
Eufaula, AL 36027
John W. Rouse D
P. O. Box 55305
Birmingham, AL 35255
William J. Rushton, III D
P. O. Box 2606
Birmingham, AL 35202
James H. Sanford D
1001 McQueen Smith Road South
Prattville, AL 36066
John C. Webb, IV D
125 W. Washington Street
Demopolis, AL 36732
John W. Woods D
P. O. Box 11007
Birmingham, AL 35288
Banks H. Farris EVP
William B. Hutchins, III EVP,CFO
Charles D. McCrary EVP
Robert A. Buettner SVP,L
Michael D. Garrett SVP
Earl B. Parsons, Jr. SVP
Christopher C. Womack SVP
Art P. Beattie VP,S,T
James M. Corbitt VP
W. Roy Crow VP
Andy J. Dearman VP
John E. Dorsett VP
Thomas A. Fanning VP,CIO
C. Stephen Fant VP
Robert Holmes, Jr. VP
Robin A. Hurst VP
J. Bruce Jones VP
C. Alan Martin (a) VP
Donald W. Reese VP
Michael L. Scott VP
Julian H. Smith, Jr. VP
William R. Smith VP
Susan N. Story VP
Anthony J. Topazi VP
Terry H. Waters VP
David L. Whitson VP,C,CAO
ALABAMA PROPERTY COMPANY
Name and Principal Address (b) Position
- ----------------------------------------
Elmer B. Harris D,P
William B. Hutchins, III D,VP
Susan N. Story D,VP
David L. Whitson C
Art P. Beattie S,T
9
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
GEORGIA
Name and Principal Address (c) Position
- --------------------------------------------
Bennett A. Brown D
P. O. Box 4899
Atlanta, GA 30302-4899
A. W. Dahlberg (a) D
William A. Fickling, Jr. D
P. O. Box 1976
Macon, GA 31202-1976
H. Allen Franklin D,P,CEO
L. G. Hardman III D
P. O. Box 149
Commerce, GA 30529
Warren Y. Jobe D,EVP,T,
CFO
James R. Lientz, Jr. D
P. O. Box 4899
Atlanta, GA 30302-4899
William A. Parker, Jr. D
1380 West Paces Ferry Road, N.W.
Suite 260
Atlanta, GA 30327
G. Joseph Prendergast D
191 Peachtree Street, N.E.
Atlanta, GA 30303-1757
Herman J. Russell D
504 Fair Street, S.W.
Atlanta, GA 30313
Dr. Gloria M. Shatto D
P. O. Box 490039
Mount Berry, GA 30149-0039
William Jerry Vereen D
P. O. Box 460
Moultrie, GA 31776-0460
Carl Ware D
P. O. Box Drawer 1734
Atlanta, GA 30301
Thomas R. Williams D
3200 Arden Rd. NW
Atlanta, GA 30305
William C. Archer, III EVP
Bill M. Guthrie (b) EVP
William G. Hairston, III (o) EVP
Gene R. Hodges EVP
William P. Bowers SVP
Wayne T. Dahlke SVP
James K. Davis SVP
Robert H. Haubein, Jr. SVP
Fred D. Williams SVP
J. D. Woodard (o) SVP
Judy M. Anderson VP,S
J. Thomas Beckham, Jr. (o) VP
Robert L. Boyer VP
M. A. Brown VP
J. L. Conn VP
Fred W. DeMent, Jr. VP
Thomas A. Fanning VP,CIO
J. W. George VP
Leonard J. Haynes VP
Craig S. Lesser VP
J. B. Manley VP
C. Alan Martin VP
J. L. Martin, Jr. VP
Charles K. McCoy (o) VP
J. A. Parramore, Jr. VP
Cliff Thrasher VP,C,CAO
James A. Wilson VP
Dr. W. Robert Woodall, Jr. (a) VP
PIEDMONT
Name and Principal Address (c) Position
- ----------------------------------------
H. Allen Franklin D,P
Warren Y. Jobe D,EVP,T
Judy M. Anderson VP,S
GEORGIA POWER HOLDINGS
Name and Principal Address (c) Position
- ----------------------------------------
Warren Y. Jobe D,P,T
Judy M. Anderson VP,S
Charles O. Rawlins (m) VP
SEGCO
Name and Principal Address (b) Position
- ----------------------------------------
Robert L. Boyer (c) D
H. Allen Franklin (c) D,VP
Bill M. Guthrie D,VP
Elmer B. Harris D,P
Robert H. Haubein, Jr. (c) D
William B. Hutchins, III D,VP
Warren Y. Jobe (c) D
Charles D. McCrary D
Earl B. Parsons, Jr. D
David L. Whitson C
Art P. Beattie S,T
10
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
GULF
Name and Principal Address (d) Position
- --------------------------------------------
Travis J. Bowden D,P,CEO
Paul J. DeNicola (m) D
Fred C. Donovan D
P. O. Box 13370
Pensacola, FL 32591
W. Deck Hull, Jr. D
P. O. Box 2180
Panama City, FL 32402
Joseph K. Tannehill D
10 Arthur Drive
Lynn Haven, FL 32444
F. M. Fisher, Jr. VP
Bill M. Guthrie (b) VP,CPO
J. E. Hodges, Jr. VP
G. Edison Holland, Jr. VP,L
C. Alan Martin (a) VP
Arlan E. Scarbrough VP,CFO
Ronnie R. Labrato C
Warren E. Tate S,T
ENERGIA de NUEVO LEON, S.A. DE C.V.
Name and Principal Address (e) Position
- ----------------------------------------
Marcelo Canales Clarion D
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
William R. Easter D
Jean M. Fauvd D
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
Ismael Garza T. D
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
Tanenguy Le Marechal D
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
Raul Rangel Hinojosa D
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
Santiago C. Reyes Retana D
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
W. Clay Smith (m) D
Andres Gonzalez Sandoval S
Lazaro Cardenas 2400 Despacho
PD-11 PB Edificia Losoles,
Garza Garcia 66220 N. L. Mexico
MISSISSIPPI
Name and Principal Address (f) Position
- ---------------------------------------------
Paul J. DeNicola (m) D
Edwin E. Downer D
7642 Poplar Springs Drive
Meridian, MS 39305
Dwight H. Evans D,P,CEO
Robert S. Gaddis D
P. O. Box 168
Laurel, MS 39440
Walter H. Hurt, III D
P. O. Box 9
Inverness, MS 38753
Aubrey K. Lucas D
Box 5164
Hattiesburg, MS 39406
George A. Schloegel D
Hancock Bank
P. O. Box 4019
Gulfport, MS 39502
Philip J. Terrell D
701 West North Street
Pass Christian, MS 39571
Gene Warr D
2600 Beach Boulevard
Biloxi, MS 39531
H. Ed Blakeslee VP
Bill M. Guthrie (b) VP,CPO
Frederick D. Kuester VP
C. Alan Martin (a) VP
Don E. Mason VP
Michael W. Southern VP,CFO,
S,T
Frances V. Turnage C
11
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- --------------------------------
PART I. (Continued)
-------------------
MOBILE ENERGY SERVICES HOLDINGS, INC.
Name and Principal Address (e) Position
- ---------------------------------------
Kerry E. Adams (n) D
Thomas G. Boren D,P,CEO
S. Marce Fuller D,VP
Raymond D. Hill D,VP,T
CFO
J. Bruce Jones D
Thomas J. Madden, III D
Mark R. Ogle D
Dean G. Koch VP
James A. Ward VP,C
Tommy Chisholm (a) S
MOBILE ENERGY SERVICES COMPANY, LLC
Name and Principal Address (e) Position
- ---------------------------------------
Thomas G. Boren P,CEO
S. Marce Fuller VP
Raymond D. Hill VP,CFO
Dean G. Koch VP,GM
Christopher Kysar VP
Mark R. Ogle VP
James A. Ward VP,C
Tommy Chisholm (a) S
SAVANNAH
Name and Principal Address (g) Position
- -----------------------------------------
Helen Quattlebaum Artley D
9 Avenue of the Pines
Savannah, GA 31406
Paul J. DeNicola (m) D
Brian R. Foster D
P. O. Box 9586
Savannah, GA 31412
Arthur M. Gignilliat, Jr. D,P,CEO
Walter D. Gnann D
P. O. Box 334
Springfield, GA 31329
Robert B. Miller, III D
P. O. Box 8003
Savannah, GA 31412
Arnold M. Tenenbaum D
P. O. Box 2567
Savannah, GA 31498
Frederick F. Williams, Jr. D
8 Rockwell Avenue South
Savannah, GA 31419
W. Miles Greer VP
Bill M. Guthrie (b) VP,CPO
C. Alan Martin (a) VP
Larry M. Porter VP
Kirby R. Willis VP,T,CFO
Lavonne Calandra S
Nancy Frankenhauser C
SEIH
Name and Principal Address (e) Position
- --------------------------------------------
Kerry E. Adams (n) D
Thomas G. Boren D,P
Travis J. Bowden (d) D
A. W. Dahlberg (a) D
Paul J. DeNicola (m) D
H. Allen Franklin (c) D
W. L. Westbrook (a) D
Raymond D. Hill VP,T,CFO
Ronald E. Leggett VP
Richard J. Pershing VP
Charles W. Whitney (l) VP
Tommy Chisholm (a) S
James A. Ward C
Asociados De Electricidad, S.A.
Name and Principal Address (h) Position
- --------------------------------------------
Felicia L. Bellows (i) D,VP
Mariano F. Grondona D,S
J. William Holden, III (e) D,P
S. Marce Fuller (e) D
Jose Martinez de Hoz D
SEI y Asociados de Argentina, S.A.
Name and Principal Address (i) Position
- --------------------------------------------
Juan Carlos Apostolo D
Felicia L. Bellows D,VP
Peter J. Davenport D
Mariano F. Grondona D,S
Raymond D. Hill (e) D
J. William Holden, III (e) D,P
W. L. Westbrook (a) D
12
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
Hidroelectrica Alicura, S.A.
Name and Principal Address (i) Position
- ---------------------------------------------
Felicia L. Bellows D,VP
Matias Bourdieu D
Peter J. Davenport D
Alfredo H. Estevez D
Mariano F. Grondona D,S
Roberto Guillermo Haas D
J. William Holden, III (e) D
Jose Alberto Michaux D
Southern Electric, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
James A. Ward D
Thomas G. Boren P
Tommy Chisholm (a) S,T
Southern Energy International, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D
James A. Ward D,P
Raymond D. Hill VP,T
Tommy Chisholm (a) S
Southern Energy - Newco 2, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D
James A. Ward D,P
Raymond D. Hill VP,T
Tommy Chisholm (a) S
SEI Chile, S.A.
Name and Principal Address (j) Position
- --------------------------------------------
Felicia L. Bellows (i) D
Edgardo Boeninger Kausel D
Jorge Granic Latorre D
Pastor Sanjurjo (k) D,GM
Carlos Larrain Pena D
Eduardo Zuniga Pacheco D
Empresa Electrica del Norte Grande, S.A.
Name and Principal Address (k) Position
- --------------------------------------------
Edgardo Boeninger Kausel D
Edmundo Dupre Echeverria D,VP
J. William Holden, III D
Andres Kern D
Mark S. Lynch D,CEO
Richard J. Pershing D
W. L. Westbrook (a) D
Sitranor S. A.
Name and Principal Address (k) Position
- --------------------------------------------
Ricardo Campano D
Mario Espinoza D. D
Luis Hormazibal D
Carlos Larrain Pena D
Oscar Moscoso Fabres D
Pastor Sanjurjo D
Eduardo Zuniga Pacheco D
Arturo Bulnes Concha D
Christopher Darnell D
Jaime de los Hoyes D
Jorge Granic Latorre D
Hector Saldivar D
Francisco Sibias D
Carlos Urgua D
Energia del Pacifico S. A.
Name and Principal Address (k) Position
- --------------------------------------------
Jorge Granic Latorre D
Carlos Larrain Pena D
Pastor Sanjurjo D
SEBH
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
J. William Holden, III D,VP
Richard J. Pershing D,VP
Raymond D. Hill VP,T,CFO
Ronald E. Leggett VP
James A. Ward C
Tommy Chisholm (a) S
13
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
Southern Electric Bahamas Ltd.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
J. William Holden, III D,VP
Richard J. Pershing D,VP
Raymond D. Hill VP,T,CFO
Ronald E. Leggett VP
Tommy Chisholm (a) S
James A. Ward C
Freeport Power Company Limited
Name and Principal Address Position
- --------------------------------------------
Thomas G. Boren (e) D
Larry R. Brantley P,CEO
P. O. Box F-40888
Freeport, Grand Bahama Island,
Bahamas
Jack A. Hayward D
P. O. Box F-40888
Freeport, Grand Bahama Island,
Bahamas
Albert J. Miller D
P. O. Box F-40888
Freeport, Grand Bahama Island,
Bahamas
Richard J. Pershing (e) D
Richard T. Pittenger (e) D
Edward P. St. George D
P. O. Box F-40888
Freeport, Grand Bahama Island,
Bahamas
Raymond D. Hill (e) VP,CFO
Ian O. Barry VP,T
P. O. Box F-40888
Freeport, Grand Bahama Island,
Bahamas
Ronald E. Leggett (e) VP
Willie A. M. Moss VP,S
P. O. Box F-40888
Freeport, Grand Bahama Island,
Bahamas
SEI Beteiligungs GmbH
Name and Principal Address (e) Position
- --------------------------------------------
James A. Ward D,MD
Norbert Pacho MD
P. T. Tarahan Power Company
Name and Principal Address (e) Position
- --------------------------------------------
Tanri Abeng M
Ir. Aburizal Bakrie P,M
Thomas G. Boren M
David T. Gallaspy M
Mintarto Halim M
Ronald E. Leggett M
Mark S. Lynch M
Soy M. Pardede M
Richard J. Pershing M
George S. Tahija M
James A. Ward M
Raymond V. Haley P,D
Thomas K. Amster D
Lekir A. Daud D
Ir. Arjono D. Kamarga D
Amin M. Lakhani D
Southern Electric Brasil Participacoes Ltda.
Name and Principal Address Position
- --------------------------------------------
Pedro Paulo Cristofaro D
Av Almirante Barroso,
No. 52, 5 Andar
Rio de Janeiro, Brasil CEP 20031
Julian Fonseca Pena Chediak D
Av Almirante Barroso,
No. 52, 5 Andar
Rio de Janeiro, Brasil CEP 20031
Southern Electric International - Europe, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
James A. Ward D,VP,T
Tommy Chisholm (a) S
Southern Electric International Finance, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Timothy L. Fallaw (m) D
Catherine Hanson D
Karen B. Thomas D,VP
James A. Ward D,VP,T
Tommy Chisholm (a) S
14
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
Southern Electric International - Europe Limited
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D
Carson B. Harreld D
Alan W. Harrelson D
Raymond D. Hill D
Gale E. Klappa D
Mark R. Ogle D,S
Richard J. Pershing D
C. Philip Saunders D
James A. Ward D
Charles W. Whitney (l) D
Southern Electric International - Netherlands B.V.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D
Tommy Chisholm D
Sam H. Dabbs, Jr. D
Raymond D. Hill D
Richard J. Pershing D
Patricia L. Roberts D
Barney S. Rush D
James A. Ward D
Charles W. Whitney (l) D
The Southern Company - Europe plc
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D
Raymond D. Hill D
Karl E. Olsoni D
Richard Owen D
Richard J. Pershing D
James A. Ward D
Charles W. Whitney (l) D
Mark R. Ogle S
Southern Investments UK Holdings Limited
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D
Richard D. Fagan D
Carson B. Harreld D
Alan W. Harrelson D
Gale E. Klappa D
Richard J. Pershing D
Roger L. Petersen D
C. Philip Saunders D
Charles W. Whitney (l) D
Mark R. Ogle S
Southern Investments UK plc
Name and Principal Address (e) Position
- --------------------------------------------
Accentacross Limited D
Thomas G. Boren D
Carson B. Harreld D
Alan W. Harrelson D
Gale E. Klappa D
Mighteager Limited D
Richard J. Pershing D
C. Philip Saunders D
Charles W. Whitney (l) D
Mark R. Ogle S
South Western Electricity plc
Name and Principal Address (l) Position
- --------------------------------------------
Carson B. Harreld D
Alan W. Harrelson D
Gale E. Klappa D,CEO
Roger L. Petersen D
C. Philip Saunders D
Robin D. Edmounds S
Southern Electric International Trinidad, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
J. William Holden, III D,VP
James A. Ward D
Tommy Chisholm (a) S,T
15
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART I. (Continued)
-------------------
The Power Generation Company of
Trinidad and Tobago Limited
Name and Principal Address Position
- --------------------------------------------
Ronald Chan D
Scotia Centre
Cr. Park and Richmond Streets
Port of Spain, Trinidad, W.I.
Barbara Fagan D
200 Westlake Park Blvd.
Houston, TX 77253
J. William Holden, III D
Ronald E. Leggett (e) D
John MacKay D
6 St. Kitts Avenue
Federation Park, Trinidad, W. I.
Judith Morris D
63 Frederick Street
Port of Spain, Trinidad, W.I.
Jacqueline Quamina D
Eric Williams Plaza
Independence Square
Port of Spain, Trinidad, W.I.
Chandrabhan Sharma D
University of the West Indies
St. Augustine, Trinidad, W.I.
W. L. Westbrook (a) D
Henry T. E. Coolidge, Jr. D,CEO
6A Queens Park West,
First Floor
Port of Spain, Trinidad, W.I.
June Ahye S
63 Frederick Street
Port of Spain, Trinidad, W.I.
Southern Energy - Asia, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
James A. Ward D,VP,T
S. Marce Fuller VP
Richard J. Pershing VP
Tommy Chisholm S
SCS
Name and Principal Address (m) Position
- --------------------------------------------
A. W. Dahlberg (a) D
Paul J. DeNicola D,P,CEO
H. Allen Franklin (c) D
Elmer B. Harris (b) D
Bill M. Guthrie (b) SEVP,CPO
Kerry E. Adams (n) EVP
David M. Ratcliffe (a) EVP
W. L. Westbrook (a) EVP,T
Thomas A. Fanning SVP
William K. Newman (b) SVP
Fred D. Williams SVP
David R. Altman (a) VP
Robert S. Beason VP
I. Otis Berkhan VP
Tommy Chisholm (a) VP,S,L
A. J. Connor (b) VP
Douglas E. Dutton (n) VP
J. Kevin Fletcher VP
Dr. C. H. Goodman (b) VP
J. R. Harris (e) VP
W. Dean Hudson VP,C
C. Alan Martin (a) VP
J. Mike McClure VP
John G. Richardson VP
1130 Connecticut Avenue, NW
Washington, DC 20036
Jerry L. Stewart (b) VP
Dr. W. Robert Woodall, Jr. (a) VP
Charles O. Rawlins T
Southern Communications
Name and Principal Address (m) Position
- --------------------------------------------
Robert S. Beason D
Wayne T. Dahlke (c) D
Robert G. Dawson D,P,CEO
Paul J. DeNicola D
Dwight H. Evans (f) D
Thomas A. Fanning D
Francis M. Fisher (d) D
William B. Hutchins, III (b) D
David M. Ratcliffe (a) D
W. L. Westbrook (a) D
Tommy Chisholm (a) S
R. Craig Elder T
16
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ---------------------------------
PART I. (Continued)
-------------------
Southern Energy
Name and Principal Address (e) Position
- --------------------------------------------
Kerry E. Adams (n) D
Thomas G. Boren D,P,CEO
Travis J. Bowden (d) D
A. W. Dahlberg (a) D
Paul J. DeNicola (m) D,VP
H. Allen Franklin (c) D
W. L. Westbrook (a) D,VP
S. Marce Fuller SVP
Raymond D. Hill SVP,CFO
Richard J. Pershing SVP
Vance N. Booker VP
Tommy Chisholm (a) VP,S
David T. Gallaspy VP
J. R. Harris VP
J. William Holden, III VP
Ronald E. Leggett VP
Mark S. Lynch VP
William A. Maner, III VP
Karl E. Olsoni VP,T
Joseph T. Pokalsky VP
Barney S. Rush VP
James A. Ward VP,C
Charles W. Whitney (l) VP
SEI Operadora de Argentina, S.A.
Name and Principal Address (i) Position
- --------------------------------------------
Mariano F. Grondona D,S
J. William Holden, III (e) D,P
Ronald E. Leggett (e) D
Felicia L. Bellows (i) D
Randall E. Harrison (e) D
Jose Martinez de Hoz D
Southern Electric International - Asia, Inc
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
Raymond D. Hill VP,CFO
Tommy Chisholm (a) S
Southern Electric International GmbH
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren GM
Tommy Chisholm (a) GM
William A. Franks GM
Raymond D. Hill GM
Richard J. Pershing GM
James A. Ward GM
Charles W. Whitney (l) GM
SERC
Name and Principal Address (n) Position
- --------------------------------------------
Bill M. Guthrie (b) D,P
T. Roy Harrell VP
Earl B. Parsons, Jr. (b) VP
Larry M. Porter (g) VP
Tommy Chisholm (a) S,T
Southern Nuclear
Name and Principal Address (o) Position
- --------------------------------------------
A. W. Dahlberg (a) D
Paul J. DeNicola (m) D
H. Allen Franklin (c) D
William G. Hairston, III D,P,CEO
Elmer B. Harris (b) D
James H. Miller, III EVP,L
Jackie D. Woodard EVP
James W. Averett VP
J. Thomas Beckham, Jr. VP
Louis B. Long VP
C. Alan Martin (a) VP
Charles K. McCoy VP
John O. Meier VP,S
D. N. Morey, III VP
Robert M. Gilbert , Jr. C,T,CAO
Southern Development
Name and Principal Address (m) Position
- --------------------------------------------
Robert S. Beason D
William P. Bowers (c) D
Paul J. DeNicola D
Dwight H. Evans (f) D
Thomas A. Fanning D
J. Kevin Fletcher D,P
Robin A. Hurst D
Thomas R. Kellogg D,VP,GM
Charles D. McCrary D
Michael L. Scott (c) D
W. L. Westbrook (a) D
Tommy Chisholm (a) S
Alan L. Leverett T
17
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
Southern Energy Finance Company, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
James A. Ward D,VP,T
S. Marce Fuller VP
Raymond D. Hill VP,CFO
David Rozier VP
Tommy Chisholm S
EPZ Lease, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
William R. Bechstein D,VP
1105 N. Market Street
Suite 1300
Wilmington, DE 19801
Thomas G. Boren P
David Rozier D
Terry Turner D
S. Marce Fuller VP
Raymond D. Hill VP,CFO
Christopher J. Kysar VP
Tom Mathew VP
John Rachford VP
James A. Ward VP,T
Tommy Chisholm S
EPZ Lease, L.L.C.
Name and Principal Address (e) Position
- --------------------------------------------
Christopher J. Kysar Officer
Tom Mathew Officer
John Rachford Officer
EPZ Holding A, L.L.C.
Name and Principal Address (e) Position
- --------------------------------------------
Christopher J. Kysar Officer
Tom Mathew Officer
John Rachford Officer
EPZ Holding B, L.L.C.
Name and Principal Address (e) Position
- --------------------------------------------
Christopher J. Kysar Officer
Tom Mathew Officer
John Rachford Officer
EPZ Holding C, L.L.C.
Name and Principal Address (e) Position
- --------------------------------------------
Christopher J. Kysar Officer
Tom Mathew Officer
John Rachford Officer
Southern Energy North America, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Kerry E. Adams (n) D
Thomas G. Boren D,P
Travis J. Bowden (d) D
Paul J. DeNicola (m) D
H. Allen Franklin (c) D
W. L. Westbrook (a) D
S. Marce Fuller VP
Raymond D. Hill VP,T,CFO
Ronald E. Leggett VP
Richard J. Pershing VP
Tommy Chisholm (a) S
James A. Ward C
Southern Energy Trading and Marketing, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Thomas G. Boren D,P
Thomas A. Fanning D
S. Marce Fuller D,EVP
Raymond D. Hill D,VP,CFO
James A. Ward D,VP,T,C
W. L. Westbrook (a) D
Donald R. Jefferis VP
Joseph T. Pokalsky VP
John J. Robinson VP
Tommy Chisholm (a) S
SEI Birchwood, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Kerry E. Adams (n) D
Thomas G. Boren D,P
S. Marce Fuller D,VP
W. L. Westbrook (a) D
Thomas E. Dorsey VP
Raymond D. Hill VP,CFO
Mark S. Lynch VP
Karl E. Olsoni VP,T
James A. Ward VP,C
Tommy Chisholm (a) S
18
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
SEI Hawaiian Cogenerators, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
Kerry E. Adams (n) D,VP
Thomas G. Boren D,P
W. L. Westbrook (a) D
Raymond D. Hill VP,CFO
Tommy Chisholm (a) S
James A. Ward T
Southern Energy - Cajun, Inc.
Name and Principal Address (e)Position
- --------------------------------------------
Thomas G. Boren D
S. Marce Fuller D
James A. Ward D
Randall E. Harrison D
Raymond D. Hill D
Gary J. Kubik D
Tommy Chisholm D
SEI State Line, Inc.
Name and Principal Address (e) Position
- --------------------------------------------
James A. Ward D,VP,T
Thomas G. Boren P
S. Marce Fuller VP
Randall E. Harrison VP
Raymond D. Hill VP,CFO
Tommy Chisholm S
Southern Information Holding Company, Inc.
Name and Principal Address (m) Position
- --------------------------------------------
Robert S. Beason D,P
William P. Bowers D
Paul J. DeNicola D
Dwight H. Evans (f) D
Thomas A. Fanning D
J. Kevin Fletcher D
Robin A. Hurst D
Thomas R. Kellogg D
Charles D. McCrary (b) D
Michael L. Scott (b) D
William L. Westbrook (a) D
Tommy Chisholm (a) S
Allen L. Leverett T
Southern Information 1, Inc.
Name and Principal Address Position
- --------------------------------------------
Robert S. Beason D,P
William P. Bowers D
Paul J. DeNicola D
Dwight H. Evans D
Thomas A. Fanning D
J. Kevin Fletcher D
Robin A. Hurst D
Thomas R. Kellogg D
Charles D. McCrary D
Michael L. Scott D
William L. Westbrook D
Tommy Chisholm S
Allen L. Leverett T
Southern Information 2, Inc.
Name and Principal Address Position
- --------------------------------------------
Robert S. Beason D,P
William P. Bowers D
Paul J. DeNicola D
Dwight H. Evans D
Thomas A. Fanning D
J. Kevin Fletcher D
Robin A. Hurst D
Thomas R. Kellogg D
Charles D. McCrary D
Michael L. Scott D
William L. Westbrook D
Tommy Chisholm S
Allen L. Leverett T
Southern Telecom Holding Company, Inc.
Name and Principal Address (m) Position
- --------------------------------------------
Robert S. Beason D,P
William P. Bowers D
Paul J. DeNicola D
Dwight H. Evans (f) D
Thomas A. Fanning D
J. Kevin Fletcher D
Robin A. Hurst D
Thomas R. Kellogg D
Charles D. McCrary (a) D
Michael L. Scott D
William L. Westbrook (a) D
Tommy Chisholm (a) S
Allen L. Leverett T
19
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
- ---------------------------------
PART I. (Continued)
-------------------
Southern Telecom 1, Inc.
Name and Principal Address (m) Position
- --------------------------------------------
Robert S. Beason D,P
William P. Bowers D
Paul J. DeNicola D
Dwight H. Evans (f) D
Thomas A. Fanning D
J. Kevin Fletcher D
Robin A. Hurst D
Thomas R. Kellogg D
Charles D. McCrary (b) D
Michael L. Scott D
William L. Westbrook (a) D
Tommy Chisholm (a) S
Allen L. Leverett T
Southern Telecom 2, Inc.
Name and Principal Address (m) Position
- --------------------------------------------
Robert S. Beason D,P
William P. Bowers D
Paul J. DeNicola D
Dwight H. Evans (f) D
Thomas A. Fanning D
J. Kevin Fletcher D
Robin A. Hurst D
Thomas R. Kellogg D
Charles D. McCrary (b) D
Michael L. Scott D
William L. Westbrook (a) D
Tommy Chisholm (a) S
Allen L. Leverett T
20
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections.
- -----------------------------------------------------------------------
Name of Officer Name and Location Position Held in Applicable
or Director of Financial Institution Financial Institution Exemption Rule
----------------- ------------------------- ---------------------- --------------
Rule No. 70
Subdivision
<S> <C> <C> <C>
John C. Adams Aliant Bank, Alexander City, AL Director (a)
Aliant National Corporation, Alexander
City, AL Director (a)
Whit Armstrong The Citizens Bank Chief Executive (c)
Enterprise, AL Officer,
Chairman of the Board
of Directors and President
Enterprise Capital Corporation Chairman of the Board of
Enterprise, AL Directors, President (c)
Travis J. Bowden AmSouth Bank of Florida,Clearwater, FL Director (c)
A. D. Correll SunTrust Bank of Georgia, Atlanta, GA Director (a)
SunTrust Bank of Atlanta, Atlanta, GA Director (a)
W. Roy Crow Barbour County Bank, Eufaula, AL Director (f)
A. W. Dahlberg SunTrust Bank of Georgia Director (a);(c)
Atlanta, GA
SunTrust Bank, Atlanta, GA Director (a);(c)
H. Allen Franklin SouthTrust Bank, Birmingham, AL Director (a);(c)
L. G. Hardman, III First Commerce Bancorp, Inc. Chairman of the Board
Commerce, GA of Directors and Chief
Executive Officer (a);(c);(g)
First National Bank of Commerce, Chairman of the
Commerce, GA Board of Directors (c);(g)
Elmer B. Harris AmSouth Bancorporation, Director (a);(c);(e);(f)
Birmingham, AL
AmSouth Bank of Alabama,
Birmingham, AL Director (a);(c);(e);(f)
W. D. Hull, Jr. SunTrust Bank/West Florida, Vice Chairman of the
Panama City, FL Board of Directors (c)
Carl E. Jones Regions Financial Corporation, President and Chief
Birmingham, AL Operating Officer (c)
James R. Lientz, Jr. NationsBank of Georgia, N.A., Atlanta, GA President (c)
Wallace D. Malone SouthTrust Corporation, Birmingham, AL Chairman of the Board
of Directors and Chief
Executive Officer (c)
William V. Muse SouthTrust Corporation, Birmingham, AL Director (c)
John T. Porter Citizens Federal Bank, Birmingham, AL Director (c)
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. (Continued)
- ------------------------------------------------------------------------------------
Name of Officer Name and Location Position Held in Applicable
or Director of Financial Institution Financial Institution Exemption Rule
---------------- ------------------------ ---------------------- --------------
Rule No. 70
Subdivision
<S> <C> <C> <C>
G. Joseph
Prendergast Wachovia Bank of Georgia, N.A. Chairman of the
Atlanta, GA Board of Directors (c)
Wachovia Bank of South Carolina Chairman of the
Board of Directors (d)
Wachovia Bank of North Carolina Director (d)
Wachovia Corporation, Atlanta, GA Executive Vice
President (d)
Herman J. Russell Citizens Trust Bank, Atlanta, GA Chairman of the
Board of Directors (c)
Citizens Bancshares Corp. Atlanta, GA Chairman of the
Board of Directors (c)
Wachovia Corporation of Georgia, Director (c)
Atlanta, GA
George A. Schloegel Hancock Bank - Mississippi, Gulfport, MS Director and
President (c)
Hancock Holding Company, Gulfport, MS Vice Chairman of
the Board
of Directors (c)
Hancock Bank - Louisiana, Baton Rouge
Louisiana Director (d)
William R. Smith SouthTrust Bank of Calhoun County, N.A.
Anniston, AL Director (f)
Gerald St. Pe' Merchants & Marine Bank, Pascagoula, MS Director (a)
Herbert Stockham SouthTrust Bank, Birmingham, AL Director (a);(c)
SouthTrust Corporation, Director (c)
Birmingham, AL
Joseph K. Tannehill Florida First Bank, Panama City, FL Director (c)
Arnold Tenenbaum First Union National Bank of Georgia, Director (c)
Atlanta, GA
First Union National Bank of Savannah, Director (c)
Savannah, GA
Gene Warr Coast Community Bank, Biloxi, MS Director (c)
</TABLE>
22
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION. PART III.
- -----------------------------------------
(a) Summary Compensation Tables. The following tables set forth
information concerning any Chief Executive Officer and the four most highly
compensated executive officers for SCS, Southern Energy, Southern
Communications, Southern Development and Southern Nuclear serving as of December
31, 1996, as defined by the Securities and Exchange Commission. ALABAMA,
GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page
numbers III-13 through III-18 in the SOUTHERN system's combined Form 10-K for
the year ended December 31, 1996. Incorporated by reference to "Summary
Compensation Table" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy
Statement relating to the 1997 annual meeting of stockholders.
Key terms used in this Item will have the following meanings:-
ESP............................. Employee Savings Plan
ESOP............................ Employee Stock Ownership Plan
SBP............................. Supplemental Benefit Plan
ERISA........................... Employee Retirement Income Security Act
<TABLE>
<CAPTION>
SCS
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name UnderlyingTerm
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. W. Dahlberg 1996 782,409 118,534 6,833 154,610 770,216 43,850
Director 1995 722,489 120,415 6,577 52,203 866,493 40,755
1994 600,026 120,415 6,579 43,062 306,459 32,630
Paul J. DeNicola 1996 400,491 56,520 3,325 26,330 426,442 22,894
President, Chief 1995 384,845 50,464 3,037 26,297 479,747 21,573
Executive Officer, 1994 361,618 74,294 3,540 26,569 188,858 21,381
Director
Bill M. Guthrie 1996 346,375 49,115 1,574 17,541 244,800 19,141
Senior Executive 1995 326,877 49,939 1,533 17,518 275,400 17,810
Vice President 1994 308,837 58,140 384 16,781 87,085 16,646
See footnotes on the next page.
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
SCS
SUMMARY COMPENSATION TABLE
(Continued)
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name UnderlyingTerm
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
David M. Ratcliffe 1996 347,985 39,465 8,446 15,179 207,322 16,889
Executive Vice 1995 281,615 68,7854 - 15,524 233,237 13,718
President 1994 240,291 61,989 2,581 13,137 100,336 13,349
Thomas A. Fanning5 1996 192,012 112,2886 1,931 8,055 84,047 10,279
Senior Vice 1995 - - - - - -
President 1994 130,471 27,189 352 - 20,432 7,075
</TABLE>
____________________
1 Tax reimbursements by SCS on certain personal benefits.
2 Payouts made in 1995, 1996 and 1997 for the four-year performance periods
ending December 31, 1994, 1995 and 1996.
3 SCS contributions to the ESP, ESOP,
non-pension related accruals under the SBP (ERISA excess plan under which
accruals are made to offset Internal Revenue Code imposed limitations under the
ESP and ESOP), for the following:
ESP ESOP SBP
A. W. Dahlberg $6,750 $1,127 $35,973
Paul J. DeNicola 6,750 1,127 15,017
Bill M. Guthrie 6,750 1,127 11,264
David M. Ratcliffe 6,750 1,127 9,012
Thomas A. Fanning 6,750 1,127 2,402
4 Also included for Mr. Ratcliffe is a one-time lump-sum payment of $25,000
given in connection with his appointment to his current position.
5 Mr. Fanning was an executive officer of MISSISSIPPI during 1994. On
January 1, 1995 he became a vice president at SCS and in 1996 he became an
executive officer of SCS.
6 Includes a one-time award of $84,986 under the key contributor program in
recognition of exemplary performance in 1996.
24
<PAGE>
<TABLE>
<CAPTION>
Southern Communications
and
Southern Development
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)7 (Shares) ($)8 ($)9
- -----------------------------------------------------------------------------------------------------------------------
Southern Communications
- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert G. Dawson 1996 194,680 116,123 1,185 7,055 - 12,275
President, Chief 1995 498,671 10 65,000 277 - - 9,430
Executive Officer, 1994 286,221 50,000 - - - 8,148
Director
R. Craig Elder 1996 106,623 70,640 - - - 5,608
Vice President, 1995 - - - - - -
Treasurer 1994 - - - - - -
Southern Development
- --------------------
J. Kevin Fletcher 1996 126,990 17,224 136 4,161 60,636 6,617
President, 1995 113,762 19,506 107 4,023 68,215 5,933
Director 1994 - - - - - -
Tommy L. Kellogg 1996 104,119 31,977 - 2,661 29,172 5,466
Vice President and 1995 90,233 29,028 - 2,574 24,614 4,532
General Manager 1994 - - - - - -
____________________________
7 Tax reimbursement by Southern Development and Southern Communications on
certain personal benefits.
8 Payouts made in 1995, 1996 and 1997 for the four-year performance periods ending
December 31, 1994, 1995 and 1996.
9 Southern Communications' and Southern Development's contributions to the
ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under
which accruals are made to offset Internal
Revenue Code imposed limitations under the ESP and ESOP), for the following:
ESP ESOP SBP
--- ---- ---
Robert G. Dawson $6,488 $1,127 $4,660
R. Craig Elder 4,807 801 -
J. Kevin Fletcher 5,633 984 -
Tommy R. Kellogg 4,685 781 -
10 Mr. Dawson's gross wages include miscellaneous payments due to his
assignment in Buenos Aires, Argentina. Mr. Dawson
served as vice president of SEI's Latin American and Caribbean Assets from
March 1994 until October 1995.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Southern Energy
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)11 (Shares) ($)12 ($)13
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas G. Boren 1996 291,086 275,000 13,757 14,250 - 16,293
President, 1995 248,333 298,497 14 12,579 13,295 - 10,215
Director 1994 233,566 150,000 7,628 12,715 - 11,990
S. Marce Fuller 1996 215,000 175,000 1,491 8,881 - 9,403
Senior Vice President 1995 184,267 67,500 1,844 - - 6,768
1994 109,869 62,500 2 - - 5,588
Raymond D. Hill 1996 190,657 175,000 2,820 8,881 -
Senior Vice President 1995 162,500 165,000 1,641 - - 8,252
1994 146,667 75,000 105 - - 5,986
Richard J. Pershing 1996 190,417 175,000 3,568 8,881 -
Senior Vice President 1995 162,500 165,000 2,974 - - 8,287
1994 148,178 75,000 347 - - 7,793
</TABLE>
_____________________
11 Tax reimbursement by Southern Energy on certain personal benefits.
12 Employees of Southern Energy are not yet eligible for these payouts.
13 Southern Energy contributions to the ESP, ESOP, non-pension related accruals
under the SBP (ERISA excess plan under which accruals are made to offset
Internal Revenue Code imposes limitations under the ESP and ESOP), for the
following:
ESP ESOP SBP
--- ---- ---
Thomas G. Boren $6,750 $1,127 $8,416
S. Marce Fuller 6,848 1,127 1,428
Raymond D. Hill 6,750 1,127 1,991
Richard J. Pershing 6,750 1,127 1,992
14 Includes a one-time award of $48,497 under the key contributor program in
recognition of exemplary performance in 1995.
26
<PAGE>
<TABLE>
<CAPTION>
Southern Nuclear
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Number of
Securities Long-
Name Underlying Term
and Other Annual Stock Incentive All Other
Principal Compensation Options Payouts Compensation
Position Year Salary($) Bonus($) ($)15 (Shares) ($)16 ($)17
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. G. Hairston, III 1996 308,789 46,748 3,555 15,583 257,040 17,070
President and Chief 1995 296,988 47,489 6,020 15,785 289,170 16,442
Executive Officer 1994 287,831 44,521 3,225 15,725 88,162 14,593
Jack D. Woodard 1996 214,083 38,953 1,903 8,939 126,075 11,675
Executive Vice 1995 202,085 37,116 1,235 8,969 141,834 10,215
President 1994 190,128 33,489 1,168 7,653 36,698 10,046
James H. Miller, III 1996 211,583 16,193 5,115 8,827 126,075 11,260
Executive Vice 1995 201,216 30,094 1,946 8,941 141,834 4,500
President 1994 121,846 29,549 888 7,629 - -
J. Thomas
Beckham, Jr. 1996 168,029 22,827 1,510 6,933 84,047 9,335
Vice President 1995 161,990 17,671 813 7,159 94,553 8,579
1994 150,139 20,262 308 - 23,635 8,137
Charles K. McCoy 1996 166,829 19,638 835 6,933 84,047 8,136
Vice President 1995 161,974 22,587 716 7,159 94,553 8,549
1994 150,139 21,012 1,398 - 23,635 8,004
</TABLE>
__________________________
15 Tax reimbursement by Southern Nuclear on certain personal benefits.
16 Payouts made in 1995, 1996 and 1997 for the four-year performance periods
ending December 31, 1994, 1995 and 1996, respectively.
17 Southern Nuclear contributions to the ESP, ESOP, non-pension
related accruals under the SBP (ERISA excess plan under which accruals are made
to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for
the following:
ESP ESOP SBP
--- --- ---
William G. Hairston, III $6,750 $1,127 $9,193
Jack D. Woodard 6,750 1,127 3,798
James H. Miller, III 6,750 1,127 3,383
J. Thomas Beckham, Jr. 6,995 1,127 1,213
Charles K. McCoy 6,750 623 763
27
<PAGE>
STOCK OPTION GRANTS IN 1996
Stock Option Grants. The following table sets forth all stock option
grants to the named executive officers of each operating subsidiary during the
year ending December 31, 1996. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH
are incorporated by reference to page numbers III-19 and III-20 in the SOUTHERN
system's combined Form 10-K for the year ended December 31, 1996. Stock Option
Grants in 1996 for SOUTHERN is incorporated by reference to "Stock Option
Grants" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement
relating to 1997 annual meeting of stockholders.
<TABLE>
<CAPTION>
Individual Grants Grant Date Value
Number of
Securities % of Total
Underlying Options Exercise
Share Granted to or
Options Employees in Base Price Expiration Grant Date
Name Granted18 Fiscal Year19 ($/Sh)18 Date18 Present Value($)20
-----------------------------------------------------------------------------------------------------------
SCS
<S> <C> <C> <C> <C> <C>
A. W. Dahlberg 154,610 10.6 23.00 04/15/2006 564,327
Paul J. DeNicola 26,330 1.8 23.00 04/15/2006 96,105
Bill M. Guthrie 17,541 1.2 23.00 06/01/2000 54,553
David M. Ratcliffe 15,179 1.0 23.00 04/15/2006 55,403
Thomas A. Fanning 8,055 0.6 23.00 04/15/2006 29,401
Southern Communications
Robert G. Dawson 7,055 0.5 23.00 04/15/2006 25,751
R. Craig Elder - - - - -
Southern Development
J. Kevin Fletcher 4,161 0.3 23.00 04/15/2006 15,188
Tommy R. Kellogg 2,661 0.2 23.00 04/15/2006 9,713
See footnotes on the next page.
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN 1996
Individual Grants Grant Date Value
Number of
Securities % of Total
Underlying Options Exercise
Share Granted to or
Options Employees in Base Price Expiration Grant Date
Name Granted18 Fiscal Year19 ($/Sh)18 Date18 Present Value($)20
------------------------------------------------------------------------------------------------------------
Southern Energy
<S> <C> <C> <C> <C> <C>
Thomas G. Boren 14,250 1.0 23.00 04/15/2006 52,013
S. Marce Fuller 8,881 0.6 23.00 04/15/2006 32,416
Raymond D. Hill 8,881 0.6 23.00 04/15/2006 32,416
Richard J. Pershing 8,881 0.6 23.00 04/15/2006 32,416
Southern Nuclear
William G. Hairston, III 15,583 1.1 23.00 04/15/2006 56,878
Jack D. Woodard 8,939 0.6 23.00 04/15/2006 32,627
James H. Miller, III 8,827 0.6 23.00 04/15/2006 32,219
J. Thomas Beckham, Jr. 6,933 0.5 23.00 04/15/2006 25,305
Charles K. McCoy 6,933 0.5 23.00 04/15/2006 25,305
_______________________
18 Grants were made on April 15, 1996, and vest 25% per year on the anniversary date of the grant. Grants fully
vest upon termination incident to death, disability, or retirement. The exercise price is the average of the high
and low fair market value of SOUTHERN's common stock on the date granted. In accordance with the terms of the
Executive Stock Plan, Mr. Guthrie's unexercised options expire on June 1, 2000, three years after his normal date of
retirement.
19 A total of 1,460,731 stock options were granted in 1996 to key executives participating in SOUTHERN's Executive
Stock Plan.
20 Based on the Black-Scholes option valuation model. The actual value, if any, an executive officer may realize
ultimately depends on the market value of SOUTHERN's common stock at a future date. There is no assurance that the
value realized will be at or near the value estimated by the Black-Scholes model. Assumptions used to calculate
this value: price volatility - 18.627%; risk-free rate of return -6.51%; dividend yield - 5.48%; and time to
exercise - ten years.
</TABLE>
29
<PAGE>
AGGREGATED STOCK OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
Aggregated Stock Option Exercises. The following table sets forth
information concerning options exercised during the year ending December 31,
1996 by the named executive officers and value of unexercised options held by
them as of December 31, 1996 ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH
are incorporated by reference to page numbers III-21 and III-22 in the SOUTHERN
system's combined Form 10-K for the year ended December 31, 1996 Aggregated
Stock Option Exercises in 1996 and Year-End Option Values information for
SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in
1996 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's
definitive Proxy Statement relating to 1997 annual meeting of stockholders.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Fiscal
Year-End (#) Year-End($)21
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($)22 Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------
SCS
<S> <C> <C> <C> <C>
A. W. Dahlberg - - 123,218/222,955 571,573/130,667
Paul J. DeNicola - - 52,086/63,560 203,635/75,287
Bill M. Guthrie - - 74,833/42,333 469,921/49,192
David M. Ratcliffe - - 30,092/31,597 193,157/67,979
Thomas A. Fanning - - 1,885/13,713 1,885/5,658
Southern Communications
Robert G. Dawson - - 3,585/8,250 5,041/1,680
R. Craig Elder - - - -
Southern Development
J. Kevin Fletcher - - 1,005/7,179 1,005/3,018
Tommy R. Kellogg - - 643/4,592 643/1,931
See footnotes on the next page.
30
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED STOCK OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Fiscal
Year-End (#) Year-End($)21
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized($)22 Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------
Southern Energy
<S> <C> <C>
Thomas G. Boren - - 16,987/32,360 43,590/36,318
S. Marce Fuller - - 0/6,774 0/0
Raymond D. Hill - - 0/8,881 0/0
Richard J. Pershing - - 0/8,881 0/0
Southern Nuclear
William G. Hairston, III - - 18,817/38,231 40,646/45,468
Jack D. Woodard - - 10,839/21,084 23,298/23,315
James H. Miller, III - - 6,049/10,521 16,537/21,012
J. Thomas Beckham, Jr. - - 1,789/12,303 1,789/5,370
Charles K. McCoy - - 1,789/12,303 1,789/5,370
_____________________
21 This represents the excess of the fair market value as of December 31, 1996, of the option shares over exercise
price of the options. One column reports the "value" of options that are vested and therefore could be exercised;
the other the "value" of options that are not vested and therefore could not be
exercised as of December 31, 1996.
22 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair market
value of the shares at the time of exercise over the exercise price.
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS - AWARDS IN 1996
Long-Term Incentive Awards. The following table sets forth the
long-term incentive plan awards made to the named executive officers for the
performance period January 1, 1996 through December 31, 1999. ALABAMA, GEORGIA,
GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers
III-23 and III-24 in the SOUTHERN system's combined Form 10-K for the year ended
December 31, 1996. Long-Term Incentive Plans- Awards information for SOUTHERN is
incorporated by reference to "Aggregated Stock Option Exercises in 1996 and
Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive
Proxy Statement relating to the 1997 annual meeting of stockholders.
Estimated Future Payouts under
Non-Stock Price-Based Plans
Number Performance or
of Other Period
Units Until Maturation Threshold Target Maximum
Name (#)23 or Payout ($)24 ($)24 ($)24
- --------------------------------------------------------------------------------------------------------------------------
SCS
<S> <C> <C> <C> <C> <C>
A. W. Dahlberg 491,010 4 years 245,505 491,010 982,020
Paul J. DeNicola 271,854 4 years 135,927 271,854 543,708
Bill M. Guthrie 156,060 4 years 78,030 156,060 312,120
David M. Ratcliffe 132,168 4 years 66,084 132,168 264,336
Thomas A. Fanning 80,251 4 years 40,126 80,251 160,502
Southern Communications
Robert G. Dawson - - - - -
R. Craig Elder - - - - -
Southern Development
J. Kevin Fletcher 41,780 4 years 20,890 41,780 83,560
Tommy R. Kellogg 29,028 4 years 14,514 29,028 58,056
</TABLE>
See footnotes on the next page.
32
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS - AWARDS IN 1996
Estimated Future Payouts under
Non-Stock Price-Based Plans
--------------------------------
Number Performance or
of Other Period
Units Until Maturation Threshold Target Maximum
Name (#)23 or Payout ($)24 ($)24 ($)24
- --------------------------------------------------------------------------------------------------------------
Southern Energy
<S> <C> <C> <C> <C> <C>
Thomas G. Boren 2,750 4 years - - -
S. Marce Fuller 1,750 4 years - - -
Raymond D. Hill 1,750 4 years - - -
Richard J. Pershing 1,750 4 years - - -
Southern Nuclear
William G. Hairston, III 163,866 4 years 81,933 163,866 327,732
Jack D. Woodard 80,251 4 years 40,126 80,251 160,502
James H. Miller, III 80,251 4 years 40,126 80,251 160,502
J. Thomas Beckham, Jr.25 - - - - -
Charles K. McCoy 58,514 4 years 29,257 58,514 117,028
__________________________________
23 A performance unit is a method of assigning a dollar value to a performance award opportunity. The actual number of units
granted to a named executive officers (except those employees of Southern Energy who do not participate in this plan) is based on
an award percentage of an individual's base salary range mid-point with each unit valued at $1.00. No awards are paid unless the
participant remains employed by SOUTHERN through the end of the performance period. For Southern Energy, the number of units
awarded, each valued at $100, is determined by the board of directors of Southern Energy under its Deferred Incentive Compensation
Plan. No awards are paid unless the participant remains employed by Southern Energy through the end of the performance period.
24 The threshold, target, and maximum value of a unit is $0.50, $1.00, and $2.00, respectively, and can vary based on SOUTHERN's
return on common equity relative to a selected group of electric and gas utilities in the Southeastern United States. If certain
minimum performance relative to the selected group is not achieved, there will be no payout; nor is there a payout if the current
earnings of SOUTHERN are not sufficient to fund the dividend rate paid in the last calendar year. All awards are payable in cash
at the end of the performance period.
25 Retired January 1, 1997.
</TABLE>
33
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ------------------------------
PART III.
(b) Stock Ownership. The following tables show the number of shares of
SOUTHERN common stock and preferred stock owned by the directors, nominees and
executive officers as of December 31, 1996. It is based on information furnished
to SOUTHERN by the directors, nominees and executive officers. The shares owned
by all directors, nominees and executive officers of each company as a group
constitute less than one percent of the total number of shares of the respective
classes outstanding on December 31, 1996. SOUTHERN is incorporated by reference
to "Stock Ownership" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy
Statement relating to the 1997 annual meeting of stockholders. ALABAMA, GEORGIA,
GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers
III-30 through III-35 in the SOUTHERN system's combined Form 10-K for the year
ended December 31, 1996.
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- -------------------
SCS
A. W. Dahlberg SOUTHERN Common 182,190
Paul J. DeNicola SOUTHERN Common 85,643
H. Allen Franklin SOUTHERN Common 114,757
Elmer B. Harris SOUTHERN Common 170,780
Thomas A. Fanning SOUTHERN Common 7,379
Bill M. Guthrie SOUTHERN Common 128,855
David M. Ratcliffe SOUTHERN Common 50,354
The directors, nominees
and executive officers
of SCS as a Group SOUTHERN Common 898,651 shares
SEGCO
Robert L. Boyer SOUTHERN Common 41,857
H. Allen Franklin SOUTHERN Common 114,757
Bill M. Guthrie SOUTHERN Common 128,855
Elmer B. Harris SOUTHERN Common 170,780
Robert H. Haubein, Jr. SOUTHERN Common 23,678
34
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- --------------------------------
PART III.
- --------
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
SEGCO (continued)
William B. Hutchins, III SOUTHERN Common 37,299
Warren Y. Jobe SOUTHERN Common 50,212
GEORGIA Preferred 403
Charles D. McCrary SOUTHERN Common 22,606
Earl B. Parsons, Jr. SOUTHERN Common 7,088
The directors, nominees
and executive officers
of SEGCO as a Group SOUTHERN Common 597,132 shares
GEORGIA Preferred 403 shares
Southern Communications
Robert S. Beason SOUTHERN Common 10,550
Wayne T. Dahlke SOUTHERN Common 26,594
Robert G. Dawson SOUTHERN Common 22,893
Paul J. DeNicola SOUTHERN Common 85,643
Dwight H. Evans SOUTHERN Common 40,340
GEORGIA Preferred 200
MISSISSIPPI Preferred 100
Thomas A. Fanning SOUTHERN Common 7,379
Francis M. Fisher SOUTHERN Common 6,663
GULF Preferred 2
William B. Hutchins, III SOUTHERN Common 37,299
David M. Ratcliffe SOUTHERN Common 50,354
W. L. Westbrook SOUTHERN Common 65,686
The directors, nominees
and executive officers
of Southern Communications
as a Group SOUTHERN Common 357,616 shares
GEORGIA Preferred 200 shares
GULF Preferred 2 shares
MISSISSIPPI Preferred 100 shares
35
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- --------------------------------
PART III.
- --------
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
Southern Development
Robert S. Beason SOUTHERN Common 10,550
William P. Bowers SOUTHERN Common 6,655
Paul J. DeNicola SOUTHERN Common 85,643
Dwight E. Evans SOUTHERN Common 40,340
GEORGIA Preferred 200
MISSISSIPPI Preferred 100
Thomas A. Fanning SOUTHERN Common 7,379
J. Kevin Fletcher SOUTHERN Common 11,592
Michael L. Scott SOUTHERN Common 8,590
W. L. Westbrook SOUTHERN Common 65,686
Tommy R. Kellogg SOUTHERN Common 6,251
The directors, nominees
and executive officers
of Southern Development
as a Group SOUTHERN Common 263,685 shares
GEORGIA Preferred 200 shares
MISSISSIPPI Preferred 100 shares
Southern Energy
Kerry E. Adams SOUTHERN Common 29,411
Thomas G. Boren SOUTHERN Common 28,279
Travis J. Bowden SOUTHERN Common 81,563
A. W. Dahlberg SOUTHERN Common 182,190
Paul J. DeNicola SOUTHERN Common 85,643
H. Allen Franklin SOUTHERN Common 114,757
W. L. Westbrook SOUTHERN Common 65,686
S. Marce Fuller SOUTHERN Common 2,745
Raymond D. Hill SOUTHERN Common 1,088
36
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- --------------------------------
PART III.
- --------
Name of Directors
or Nominees and Number of Shares
Executive Officers Title of Class Beneficially Owned (1)(2)
- ------------------ -------------- ------------------
Southern Energy (continued)
Richard J. Pershing SOUTHERN Common 19,937
The directors, nominees
and executive officers
of Southern Energy as
a Group SOUTHERN Common 665,074 shares
Southern Nuclear
A. W. Dahlberg SOUTHERN Common 182,190
Paul J. DeNicola SOUTHERN Common 85,643
H. Allen Franklin SOUTHERN Common 114,757
William G. Hairston, III SOUTHERN Common 36,912
Elmer B. Harris SOUTHERN Common 170,780
J. Thomas Beckham, Jr. SOUTHERN Common 70,188
Charles K. McCoy SOUTHERN Common 3,949
James H. Miller, III SOUTHERN Common 8,708
ALABAMA Preferred 40
Jack D. Woodard SOUTHERN Common 33,963
The directors, nominees
and executive officers of
Southern Nuclear
as a Group SOUTHERN Common 762,422 shares
ALABAMA Preferred 40 shares
Notes to Item 6, Part III(b):
(1) As used in these tables, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security and/or investment
power with respect to a security (i.e., the power to dispose of, or to
direct the disposition of, a security).
(2) The shares shown include shares of common stock of which certain
directors and officers have the right to acquire beneficial ownership
within 60 days pursuant to the Executive Stock Option Plan, as
follows: Mr. Beason, 1,045 shares; Mr. Boren, 16,987 shares;
Mr. Bowden, 51,315 shares; Mr. Bowers, 1,190 shares; Mr. Boyer, 1,487
shares; Mr. Dahlberg, 123,218 shares; Mr. Dahlke, 10,269 shares;
Mr. Dawson, 3,585 shares; Mr. DeNicola, 52,086 shares; Mr. Evans,
21,316 shares; Mr. Fanning, 1,885 shares; Mr. Fisher, 1,400 shares;
Mr. Fletcher, 1,005 shares; Mr. Franklin, 90,733 shares; Mr. Guthrie,
74,833 shares; Mr. Hairston, 18,817 shares; Mr. Harris, 120,265 shares;
Mr. Haubein, 16,992 shares; Mr. Hodges, 13,050 shares;
Mr. Hutchins, 16,061 shares; Mr. Kellogg, 643 shares;
Mr. McCoy, 1,789 shares; Mr. Miller, 6,049 shares; Mr. Newman,
5,347 shares; Mr. Parsons, 2,023 shares; Mr. Ratcliffe, 41,448 shares;
Mr. Scott, 1,189 shares; Mr. Williams, 9,575 shares
and Mr. Woodard, 10,839 shares. Also included are shares of SOUTHERN
common stock held by the spouse of the Mr. Harris, 310 shares.
37
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS.
- ----------------------------------
PART III.
- --------
(c) Contracts and transactions with system companies.
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by
reference to page numbers III-36 and III-37 in the SOUTHERN system's
combined Form 10-K for the year ended December 31, 1996.
(d) Indebtedness to system companies.
None.
(e) Participation in bonus and profit sharing arrangements and other
benefits.
SOUTHERN is incorporated by reference to "Executive Compensation" under
ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to
the 1997 annual meeting of stockholders.
(f) Rights to indemnity.
Incorporated by reference are the by-laws, for the companies of the
SOUTHERN system, contained herein as Exhibits.
38
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
- -----------------------------------------
(1) Expenditures, disbursements or payments, directly or indirectly, in
money, goods or services, to or for the account of any political party,
candidate for public office or holder of such office, or any committee or agent
thereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
</TABLE>
None
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH have established
political action committees and have incurred certain costs in the
administration of these committees in accordance with the provisions of the
Federal Election Campaign Act and the Public Utility Holding Company Act.
(2) Expenditures, disbursements or payments, directly or indirectly, in
money, goods or services, to or for the account of any citizens group
or public relations counsel.
The information called for by this item was compiled, and memoranda
from each company in the system were received and are being preserved by
SOUTHERN, in accordance with the instructions to this item.
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
SOUTHERN American Red Cross Support 426 35,000
Association of Edison Illuminating Dues 930 100
Center for Energy and Economic
Development Dues 930 100,000
Edison Electric Institute Dues 930 7,740
National Association of Illuminating Dues 930 2,000
ALABAMA Alabama Alliance of Business & Industry Dues 426 2,500
American Economic Development Council Dues 921,923,930 898
Business Council of Alabama Dues & Support 930,426 2,058,520
Nature Conservancy Support 426 11,000
Cahaba River Society Dues & Support 793,426 700
Coalition for Affordable Power Support 426 10,000
Edison Electric Institute Dues 923,930 504,208
Public Affairs Research Council of Alabama Dues 930 10,000
Nuclear Energy Institute Dues & Support 524,426 363,969
</TABLE>
39
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued)
- ----------------------------------------------------------------
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
GEORGIA Edison Electric Institute Dues 426,930 704,062
Georgia Conservancy Support N/A 4,800**
426 25,000
Georgia Council on Economic Education Dues N/A 24,666**
426 2,000
Georgia Electrification Council, Inc. Dues 930 38,500
National Alliance of Business Dues 930 2,500
National Association of Manufacturers Dues 930 7,500
Nature Conservancy Support 426 40,000
Nuclear Energy Institute Dues 524,426 415,161***
GULF Associated Industries of Florida Dues 930 4,000
Coalition for Affordable Power Support 426 10,000
Economic Development Council -
Walton County Support 912 15,000
Edison Electric Institute Dues 930 112,991
Florida State Society of Washington, D.C. Dues & Support 426 950
Florida Taxwatch, Inc. Dues 426 10,000
Northwest Florida Regional
Economic Development Coalition Support 912,930 65,062
Washington County Chamber of
Commerce-Operational Assistance
for Economic Development Efforts Support 912 10,000
World Trade Council of Northwest
Florida Support 426,912 16,875
Other Economic Development
Councils/Activity Groups
(11 Beneficiaries) Dues & Support 930,912,426,921 26,642
MISSISSIPPI American National Standards Institute Dues 930 1,776
Area Development Partnership Dues 930 6,000
Edison Electric Institute Dues 930 63,823
Jones County Economic Development Dues 930 2,500
Mississippi Business Roundtable Dues 930 5,000
Mississippi Economic Council Dues 930 1,925
Mississippi Gulf Coast Chamber
of Commerce Dues 930 2,920
Mississippi Manufacturers Association Dues 930 1,425
Mississippi Wildlife Federation Dues 930 1,000
Retail Association of Mississippi Dues 930 1,600
Southern Electric Exchange, Inc. Dues 930 8,473
Southeastern Electric Reliability Council Dues 930 11,680
The Nature Conservancy Dues 930 5,000
The Partnership Dues 930 4,500
</TABLE>
** Georgia Power Foundation.
*** Excludes dues billed to joint owners of Plants Hatch and Vogtle.
40
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued)
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
of Disbursing
Name of Company Name of Recipient or Beneficiary Purpose Company Amount($)
- --------------- -------------------------------- ------- ------- ---------
<S> <C> <C> <C> <C>
SAVANNAH American Economic Development Council Dues 930 305
Association County Commissioners
of Georgia Dues 930 500
Conservation Fund Support 426 2,000
Edison Electric Institute Dues 426,930 47,356
Georgia Conservancy Support 426 2,500
Georgia Corporation for Economic
Development Support 426 5,000
Georgia Council for Economic
Education Support 426 4,000
Georgia Economic Developers Association Dues 930 600
Georgia Electrification Council Dues & Support 930,910 2,100
Georgia Municipal Association Dues 930 1,000
National Association of Manufacturers Dues 426,930 1,050
National Council for Urban Economic
Development Dues 930 295
Savannah Area Manufacturers Council Support 426 500
Savannah Development and Renewal
Authority Support 930,921 165
Savannah Economic Development
Authority Support 426 2,000
Southern Economic Development
Council Dues 930,921 350
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS.
- ------------------------------------------------------------
PART I.
- ------
In Effect
on Dec. 31
Transactions Serving Company Receiving Company Compensation Contract (Yes or No)
(1) (2) (3) (4) (5) (6)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(Note) (Note) SEI (Note) (Note) Yes
(Note) (Note) Southern Communications (Note) (Note) Yes
(Note) (Note) Southern Development (Note) (Note) Yes
Sublease of railcars GEORGIA ALABAMA $347,204 Yes
Sublease of railcars GEORGIA SAVANNAH $101,296 Yes
Sublease of railcars MISSISSIPPI ALABAMA $267,393 Yes
Sublease of railcars MISSISSIPPI GEORGIA $781,236 Yes
Sublease of railcars SAVANNAH ALABAMA $21,922 Yes
Sublease of railcars SAVANNAH GEORGIA $83,886 Yes
Sublease of railcars SAVANNAH MISSISSIPPI $59,086 Yes
</TABLE>
Note:
Southern Energy, Southern Communications, and Southern Development have
agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant
to which Southern Energy, Southern Communications and Southern Development
reimburse each of such companies for the full cost of services, personnel and
facilities provided to Southern Energy, Southern Communications and Southern
Development.
Pursuant to such agreements, during 1996 the total reimbursements to SCS,
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH from Southern Energy were
$11,155,821; $663,344; $1,272,188; $122,268; $142,990 and $197,729 ,
respectively; from Southern Communications were $16,029,409; $944,956;
$10,435,038; $882,068; $16,991; and $0, respectively; and from Southern
Development were $7,633,000 $4,177,000; $1,500,000; $45,000; $65,000; and
$1,000, respectively.
Part II.
- -------
None.
Part III.
- --------
SAVANNAH - LCG Associates, Inc. - Pension Advisors - $40,000 per year.
42
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
Key terms: FUCO means Foreign Utility Company
FUCO-S means a subsidiary of a FUCO
EWG means Exempt Wholesale Generator
IS means Intermediate Subsidiary
PP means Project Parent
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
GEN TRAN DIST
-------------------------------------- ------- --------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Southern Electric Bahamas PP N/A N/A N/A Southern 100%
Holdings, Ltd. Energy-Newco2, Inc.
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
2. Southern Electric Bahamas, Ltd. PP N/A N/A N/A Southern Electric
900 Ashwood Parkway, Suite 500 Bahamas Holdings,
Atlanta, GA 30338 Ltd. 100%
3. ICD Utilities Limited PP N/A N/A N/A Southern Electric
P. O. Box 340939 Bahamas, Ltd. 25%
Coral Gables, FL 33114 Third Party 75%
4. Freeport Power Company, Ltd. FUCO Note Note Note Southern Electric
Port Authority Building (1) (2) (3) Bahamas, Ltd. 62.5%
P.O. Box F-40888 Third Party 37.5%
Freeport, Grand Bahamas, Bahamas
5. SEI Operadora de Argentina, S.A. FUCO N/A N/A N/A Southern Energy,
LN Alem 712 - Piso 7 Inc. 99.99%
(1001) Buenos Aires, Argentina SEI Holdings, Inc. .01%
6. SEI Holdings, Inc. PP N/A N/A N/A The Southern Co. 100%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
7. Asociados de Electricidad, S.A. PP N/A N/A N/A SEI Holdings, Inc. 99.99%
LN Alem 712 - Piso 7 Third Party .01%
(1001) Buenos Aires, Argentina
8. SEI y Asociados de Argentina, S.A. PP N/A N/A N/A SEI Holdings, Inc. 80%
LN Alem 712 - Piso 7 Asociados de
(1001) Buenos Aires, Argentina Electricidad, S.A. 14%
Third Party 6%
9. Hidroelectrica Alicura, S.A. FUCO Note N/A N/A SEI y Asociados de
LN Alem 712 - Piso 7 (1) Argentina, S.A.
(1001) Buenos Aires, Argentina Third Party 59%
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, TRANSMISSION, OWNERSHIP % OWNED
EWG, DISTRIBUTION
PP
GEN TRAN DIST
- -------------------------------------- ------- --------------------------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
10. Southern Electric International -Europe IS N/A N/A N/A Southern Electric
Limited International -
900 Ashwood Parkway, Suite 500 Europe, Inc. 100%
Atlanta, GA 30338
11. SEI Chile, S.A. PP N/A N/A N/A Southern 100%
Apoquindo 3721 Energy-Newco2, Inc.
Oficina 114
Edificio "Torre Las Condes"
Las Condes, Chile
12. Inversiones SEI Chile Limitada PP N/A N/A N/A SEI Chile, S.A. 99%
Apoquindo 3721 SEI Holdings, Inc. 1%
Oficina 114
Edificio "Torre Las Condes"
Las Condes, Chile
13. Electrica SEI Chile Limitada PP N/A N/A N/A SEI Chile, S.A. 99%
Apoquindo 3721 Southern Energy
Oficina 114 International, Inc. 1%
Edificio "Torre Las Condes"
Las Condes, Chile
14. Empresa Electrica del Norte Grande, S.A. FUCO Note Note N/A Inversiones SEI
Antofagasta, Chile (3) (2) Chile Ltda 26.63%
Avenida Grecia 750 Electrica SEI Chile
Casilla 1290 Ltda 38.35%
Antofagasta, Chile Third Party 35.02%
15. Sitranor S. A. Sub-sidiary N/A N/A N/A Empressa Electric a
Antofagasta, Chile of PP del
Avenida Grecia 750 Norte Grande, SA 60%
Casilla 1290 Third Party 40%
Antofagasta, Chile
16. Energia del Pacifico PP N/A N/A N/A SEI Chile, S.A. 99.9%
Apoquindo 3721, Oficina 114 Inversiones SEI
Edificio, Las Condes, Santiago, Chile Chile Limitada .1%
17. Energia de Nuevo Leon, SA de CV FUCO N/A N/A N/A The Southern Company
900 Ashwood Parkway, Suite 500 Third Party 33.33%
Atlanta, GA 30338 66.66%
18. Southern Electric International, Europe PP N/A N/A N/A Southern Energy 100%
Inc. International, Inc.
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- ---------------------------------------------- ----------- ---------------------------- -------------------- -----------
GEN TRAN DIST
-------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
19. Southern Investment UK Holding, Ltd. PP N/A N/A N/A SEI Europe, Inc. 75%
31 Curzon Street Third Party 25%
London, WIY 7AE
England
20. Southern Investment UK, plc PP N/A N/A N/A Southern
31 Curzon Street Investment UK
London, WIY 7AE Holding, Ltd. 100%
England
21. South West Electricity, plc FUCO Note N/A Note Southern
800 Park Avenue (1) (3) Investment UK, plc
Aztec West 100%
Almondsbury, Bristol BS12 4SE
22.Electricity Association Limited FUCO-S NA NA NA South Western 5.9%
800 Park Avenue Electricity, plc 94.1%
Aztec West Third Party
Almondsbury, Bristol BS12 4SE
23. SWEB Finance Limited (Inactive) FUCO-S NA NA NA South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
24. Electricity Association Technology Limited FUCO-S NA NA NA South Western 7.7%
800 Park Avenue Electricity, plc 92.3%
Aztec West Third Party
Almondsbury, Bristol BS12 4SE
25. SWEB Telecom Limited (Inactive) FUCO-S NA NA NA South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
26. SWEB Gas Limited (Inactive) FUCO-S NA NA NA South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
27. South Western Energy Limited (Inactive) FUCO-S NA NA NA South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- --------------------------------------------- ---------- --------------------------- -------------------- -----------
GEN TRAN DIST
-------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
28. SWEB Limited (Inactive) FUCO-S N/A N/A N/A South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
29. SWEB International Limited (Inactive) FUCO-S N/A N/A N/A South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
30. SWEB Natural Gas Limited (Inactive) FUCO-S N/A N/A N/A South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
31. South Western Natural Gas Limited (Inactive) FUCO-S N/A N/A N/A South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
32. Western Natural Gas Limited (Inactive) FUCO-S N/A N/A N/A South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
33. SWEB Retail Limited (Inactive) FUCO-S N/A N/A N/A South Western 100%
800 Park Avenue Electricity, plc
Aztec West
Almondsbury, Bristol BS12 4SE
34. Electricity Pensions Limited FUCO-S N/A N/A N/A South Western 0%
800 Park Avenue Electricity, plc Note (4)
Aztec West
Almondsbury, Bristol BS12 4SE
35. Electricity Pensions Trustee Limited FUCO-S N/A N/A N/A South Western 5%
800 Park Avenue Electricity, plc 95%
Aztec West Third Party
Almondsbury, Bristol BS12 4SE
36. ESN Holdings Limited FUCO-S N/A N/A N/A South Western 4.5%
800 Park Avenue Electricity, plc 95.5%
Aztec West Third Party
Almondsbury, Bristol BS12 4SE
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- ------------------------------------------- -------- ----------------------- --------------------------------
GEN TRAN DIST
-------- --------- ------
<S> <C> <C> <C> <C> <C>
37. REC Collect Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 25.0%
Aztec West Third Party 75.0%
Almondsbury, Bristol BS12 4SE
38. South Western Power Limited FUCO-S Note N/A N/A South Western
800 Park Avenue (1) Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
39. South Western Power Investments Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Power Limited 100%
Aztec West
Almondsbury, Bristol BS12 4SE
40. Non-Fossil Purchasing Agency Limited FUCO-S N/A N/A N/A South Western
Andrea Pisano n. 120 Electricity, plc 8.3%
Pisa, Italy Third Party 91.7%
41. Winterton Power Limited FUCO-S Note N/A N/A South Western
800 Park Avenue (1) Power Investments
Aztec West Limited 25.0%
Almondsbury, Bristol BS12 4SE Third Party 75.0%
42. Teeside Power Limited FUCO-S Note N/A N/A South Western
800 Park Avenue (1) Power Investments
Aztec West Limited 7.7%
Almondsbury, Bristol BS12 4SE Third Party 92.3%
43. Wind Resources Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Power Investments
Aztec West Limited 45.0%
Almondsbury, Bristol BS12 4SE Third Party 55.0%
44. Coal Clough Limited FUCO-S Note N/A N/A Wind Resources
800 Park Avenue (1) Limited 100%
Aztec West
Almondsbury, Bristol BS12 4SE
45. Carland Cross Limited FUCO-S Note N/A N/A Wind Resources
800 Park Avenue (1) Limited 100%
Aztec West
Almondsbury, Bristol BS12 4SE
</TABLE>
47
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- --------------------------------------- ----------- --------------------------- -------------------- -----------
GEN TRAN DIST
-------- --------- --------
<S> <C> <C> <C> <C> <C>
46. SWEB Property Investments Ltd. FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
47. SWEB Property Developments Ltd. FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
48. Temple Back Developments Ltd. FUCO-S N/A N/A N/A SWEB Property
800 Park Avenue Developments Ltd. 49.0%
Aztec West Third Party 51.0%
Almondsbury, Bristol BS12 4SE
49. Weston Super Mare Developments Limited FUCO-S N/A N/A N/A Temple Back
800 Park Avenue Developments, Ltd.
Aztec West 100%
Almondsbury, Bristol BS12 4SE
50. SWEB Investments Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
51. South West Enterprise Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 0%
Aztec West Note (4)
Almondsbury, Bristol BS12 4SE
52. Croeso Systems Development Ltd. FUCO-S N/A N/A N/A SWEB Investments
800 Park Avenue 1996 Limited
Aztec West Third Party 50.0%
Almondsbury, Bristol BS12 4SE 50.0%
53.Wind Electric Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Powers Investments
Aztec West Limited
Almondsbury, Bristol BS12 4SE Third Party 11.7%
88.3%
54.St. Clements Services Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 9.1%
Aztec West Third Party 90.9%
Almondsbury, Bristol BS12 4SE
55.SWEB Data Collection Services Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- ----------------------------------------- ----------- --------------------------- -------------------- -----------
GEN TRAN DIST
<C> <C> <C> <C> <C> <C> <C>
56.SWEB Investments 1996 Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
57.UK Data Collections Services Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 8.3%
Aztec West Third Party 91.7%
Almondsbury, Bristol BS12 4SE
58. South Western Helicopters Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
59. Concorde House Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
60. Western Gas Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 75%
Aztec West Third Party 25%
Almondsbury, Bristol BS12 4SE
61. SWEB Insurance Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
62. AZTEC Insurance Ltd. FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
63. SWEB Pension Trustee Limited FUCO-S N/A N/A N/A South Western
800 Park Avenue Electricity, plc 100%
Aztec West
Almondsbury, Bristol BS12 4SE
64. South Western Electricity Share Scheme FUCO-S N/A N/A N/A South Western
Trustees Limited Electricity, plc 100%
800 Park Avenue
Aztec West
Almondsbury, Bristol BS12 4SE
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- ----------------------------------------- --------- ---------------------------- --------------------- -----------
GEN TRAN DIST
--------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
65. Southern Electric International - PP N/A N/A N/A Southern Electric
Netherlands B.V. (formerly Tesro Holding, International -
B.V.) Europe, Inc. 100%
Hoekenrode 6-8
1102 BR Amsterdam
The Netherlands
66.Zamojska Spolka Energetycnza FUCO N/A N/A N/A Southern Electric
1 Kozmiana Street International -
22-400 Zamosc Netherlands B.V. 49%
Poland Third Party 51%
67. Southern Electric, Inc. EWG N/A N/A N/A SEI Holdings, Inc. 100%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
68. SEI Beteilligungs GmbH PP N/A N/A N/A Southern
900 Ashwood Parkway, Suite 500 Energy-Newco2, Inc. 100%
Atlanta, GA 30338
69. P.T. Tarahan Power Company FUCO N/A N/A N/A SEI Beteilligungs
JL.H.R. Rasuna Said Kav B-1 GmbH 55%
Gedung Wisma Bakrie Setiabudi Third Party 45%
Jakarta, Selatan 12920
70. Southern Electric International Trinidad, EWG N/A N/A N/A Southern Energy 100%
Inc. International, Inc.
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
71. The Power Generation Company of EWG Note (1) N/A N/A Southern Electric
Trinidad & Tobago, Ltd. International
6A Queens Park West Trinidad, Inc. 39%
Port of Spain, Trinidad, West Indies Third Party 61%
72. Southern Electric Brasil Participacoes, PP N/A N/A N/A Southern Energy
Limitada International, Inc. 99%
900 Ashwood Parkway, Suite 500 SEI Holdings, Inc. 1%
Atlanta, GA 30338
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- ----------------------------------------- --------- ---------------------------- --------------------- -----------
GEN TRAN DIST
--------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
73. Southern Energy North America, Inc. IS N/A N/A N/A SEI Holdings, Inc. 100%
(formerly Southern Electric Wholesale
Generators, Inc.)
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
74. Southern Energy Trading and Marketing, IS N/A N/A N/A Southern Energy
Inc. (formerly Southern Energy Marketing North America, Inc.
Inc.) 100%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
75. SEI Birchwood, Inc. IS N/A N/A N/A Southern Energy
900 Ashwood Parkway, Suite 500 North America Inc.
Atlanta, GA 30338 Southern Energy 95%
Trading and
Marketing, Inc.
5%
76. Birchwood Power Partners, L.P. EWG Note N/A N/A SEI Birchwood, Inc.
900 Ashwood Parkway, Suite 500 (1) Third Party 50%
Atlanta, GA 30338 50%
77. SEI Hawaiian Cogenerators, Inc. EWG N/A N/A N/A Southern Energy
900 Ashwood Parkway, Suite 500 North America, Inc.
Atlanta, GA 30338 100%
78. Southern Energy - Cajun, Inc. IS N/A N/A N/A Southern Energy
900 Ashwood Parkway, Suite 500 North America, Inc.
Atlanta, GA 30338 100%
79.Louisiana Generating, L.L.C. IS N/A N/A N/A Southern
900 Ashwood Parkway, Suite 500 Energy-Cajun, Inc. 40%
Atlanta, GA 30338 Third Party 60%
80. SEI State Line, Inc. EWG N/A N/A N/A Southern Energy
900 Ashwood Parkway, Suite 500 North America, Inc.
Atlanta, GA 30338 100%
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED
EWG, TRANSMISSION,
PP DISTRIBUTION
- ----------------------------------------- --------- ---------------------------- --------------------- -----------
GEN TRAN DIST
--------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
81. State Line Energy, L.L.C. EWG N/A N/A N/A SEI State Line, Inc.
900 Ashwood Parkway, Suite 500 100%
Atlanta, GA 30338
82. Southern Energy International, Inc. PP N/A N/A N/A SEI Holdings, Inc. 100%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
83. Southern Energy-Newco2, Inc. PP N/A N/A N/A Southern Energy 100%
900 Ashwood Parkway, Suite 500 International, Inc.
Atlanta, GA 30338
84. Southern Energy - Asia, Inc. PP N/A N/A N/A Southern Energy
Suite 1401, Two Exchange Square International, Inc. 100%
8 Connaught Place
Hong Kong
85.Consolidated Electric Power Asia IS N/A N/A N/A Southern Energy 3.5%
183 Queen's Road East Asia, Inc.
63/F Hopewell Centre
Hong Kong
86. Southern Electric International Finance, IS N/A N/A N/A Southern Electric
Inc. International -
1105 North Market Street Europe, Inc. 100%
Suite 1300
Wilmington, Delaware 19899
87.The Southern Company - Europe, plc IS N/A N/A N/A Southern Electric
31 Curzon Street International -
London W1Y 7AE England Europe, Inc. 99.99%
SEI Holdings, Inc. .01%
88. Southern Energy Finance Company, Inc. PP N/A N/A N/A SEI Holdings, Inc. 100%
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
89. EPZ Lease, Inc. IS N/A N/A N/A Southern Energy
1403 Foulk Road Finance Company,
Suite 102 Inc. 100%
Wilmington, DE 19803
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
GENERATION, OWNERSHIP % OWNED
COMPANY, LOCATION AND ADDRESS FUGO,EWG, TRANSMISSION,
PP DISTRIBUTION
- ----------------------------------------- --------- ---------------------------- --------------------- -----------
GEN TRAN DIST
--------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
90. EPZ Lease, L.L.C. IS N/A N/A N/A EPZ Lease, Inc. 99%
1403 Foulk Road Southern Energy
Suite 102 Finance Company,
Wilmington, DE 19803 Inc. 1%
91. EPZ Lease Holding A, L.L.C. IS N/A N/A N/A EPZ Lease, L.L.C.
1403 Foulk Road EPZ Lease, Inc. 99%
Suite 102 1%
Wilmington, DE 19803
92. EPZ Lease Holding B, L.L.C. IS N/A N/A N/A EPZ Lease, L.L.C.
1403 Foulk Road EPZ Lease, Inc. 99%
Suite 102 1%
Wilmington, DE 19803
93. EPZ Lease Holding C, L.L.C. IS N/A N/A N/A EPZ Lease, L.L.C.
1403 Foulk Road EPZ Lease, Inc. 99%
Suite 102 1%
Wilmington, DE 19803
94. EPZ Lease Trust A FUCO N/A N/A N/A EPZ Lease Holding
1403 Foulk Road A, L.L.C.
Suite 102 100%
Wilmington, DE 19803
95. EPZ Lease Trust B FUCO N/A N/A N/A EPZ Lease Holding
1403 Foulk Road B, L.L.C.
Suite 102 100%
Wilmington, DE 19803
96. EPZ Lease Trust C FUCO N/A N/A N/A EPZ Lease Holding
1403 Foulk Road C, L.L.C.
Suite 102 100%
Wilmington, DE 19803
97. Southern Energy E Associados IS N/A N/A N/A Southern Electric
Participacoes, S.A. Brasil
Av. Presidente Juscelino Kubitschek 50 Participacoes, Ltda 99%
Conj. 172 Southern Energy
04543-000 Sao Paulo, Brazil International, Inc. 1%
98. Cayman Energy Traders IS N/A N/A N/A Southern Energy -
P.O. Box 309 Ugland House Newco2, Inc. 100%
South Church Street
Grand Cayman, Cayman Islands,
British West Indies
</TABLE>
53
<PAGE>
<TABLE>
<CAPTION>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
NOTES
Note 1 - Generating Facilities:
- ------------------------------
Facilities in Operation
Megawatts of Capacity
Percentage
Facility Location Units Owned Operated Ownership Type
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alicura Argentina 4 (A) 551 (A) 1,000 55.14% Hydro
Birchwood Virginia 1 111 222 50.00% Coal (B)
Edelnor Chile 27 55 86 65.00% Oil
Edelnor Chile 2 7 10 65.00% Hydro
Edelnor Chile 1 104 160 65.00% Coal
Freeport Grand Bahamas 5 71 113 62.50% Oil & Gas
PowerGen Co. Trinidad and Tobago 21 459 1,178 39.00% Gas
South Western Electricity United Kingdom 8 108 -- 5.78% Gas
South Western Electricity United Kingdom 21 19 21 75.00% Oil & Gas
South Western Electricity United Kingdom 3 6 -- 28.70% Wind
Total Capacity 1,491 2,790
Facilities Under Development
Megawatts of Capacity
Percentage
Facility Location Units Owned Operated Ownership Type
- --------------------------------------------------------------------------------------------------------------
State Line (C) Indiana 1 490 490 100.00% Coal
Edelnor Chile 1 104 160 65.00% Coal
Total Capacity 594 650
- -------------------------------- ------------------------------------------------------------------------------
</TABLE>
(A) Represents megawatts of capacity under a concession agreement expiring in
the year 2023.
(B) Cogeneration facility.
(C) The proposed purchase of this facility is subject to regulatory approval.
Note 2 - Transmission Facilities:
Edelnor (Chile) - approximately 962 kilometers as follows:
Operating Voltage Approximate Kilometers
---------------- ----------------------
(kVs)
23 17
66 197
110 282
220 466
---
962
===
Freeport (Grand Bahamas) - approximately 72 kilometers of 69 kV transmission
lines.
54
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(a)
NOTES (Continued)
- ---------------
Note 3 - Distribution Facilities:
- ----------------------------------
Freeport (Grand Bahamas) - approximately 1,1015 kilometers of 12.5 kV
distribution lines
South West Electricity (United Kingdom) - approximately 47,579 kilometers as
follows:
Operating Voltage Approximate Kilometers
----------------- ----------------------
(kVs)
Under 5 18,767
6.6 148
11 23,370
33 3,774
132 1,520
-------
47,579
=======
South Western Electricity's distribution system for the Isles of Scilly includes
57 kilometers of 33 kV submarine cable, which connects the islands to the
mainland, and 15 kilometers of 11 kV submarine cable which interconnects the
individual islands.
Note 4
- ------
Electricity Pensions Limited and South West Enterprise Limited are both
subsidiaries of South Western Electricity, plc that show 0% ownership due to
both companies being limited by a guarantee. Electricity Pensions Limited was
created to coordinate the administration of the Electricity Supply Pension
Scheme. South West Enterprise Limited was created to catalyze, coordinate, and
promote economic development in Devon and Cornwall.
55
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
- ----------------------------------------------------------
PART I(b); PART I(c) and PART I(d) are being filed pursuant to Rule 104.
PART II
Exhibits H and I submitted with this filing, are being incorporated by
reference.
PART III is being filed pursuant to Rule 104.
56
<PAGE>
ITEM 10 - FINANCIAL STATEMENTS AND EXHIBITS
- -------------------------------------------
<TABLE>
<CAPTION>
SOUTHERN AND SUBSIDIARY COMPANIES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
<S> <C>
Page
Number
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1
FINANCIAL STATEMENTS:
Consolidating Statement of Income for the Year Ended
December 31, 1996 A-2
Consolidating Statement of Cash Flows for the Year Ended
December 31, 1996 A-4 Consolidating Balance Sheet at December 31, 1996
A-6 Consolidating Statement of Capitalization at December 31, 1996 A-10
Consolidating Statement of Retained Earnings for the Year Ended
December 31, 1996 A-13
Consolidating Statement of Paid-in Capital for the Year
Ended December 31, 1996 A-14
Notes to Financial Statements at December 31, 1996 A-15
OTHER FINANCIAL STATEMENTS:
ALABAMA consolidated with ALABAMA TRUST I A-16
ALABAMA TRUST I (Consolidated in Parent, ALABAMA A-21
Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-24
GEORGIA consolidated with PIEDMONT, GEORGIA CAPITAL and GEORGIA TRUST I A-27
PIEDMONT (Consolidated in Parent, GEORGIA) A-32
GEORGIA CAPITAL (Consolidated in Parent, GEORGIA) A-35
GEORGIA TRUST I (Consolidated in Parent, GEORGIA) A-38
EXHIBITS A-41
SCHEDULES:
Schedules supporting financial statements of ALABAMA, GEORGIA, GULF,
MISSISSIPPI, SAVANNAH and SEGCO are incorporated by reference to those
companies' annual reports on Federal Energy Regulatory Commission Form 1 for the
year ended December 31, 1996, as filed with the Federal Energy Regulatory
Commission.
</TABLE>
A
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Southern Company:
We have audited the consolidated balance sheet and
consolidated statement of capitalization of THE SOUTHERN COMPANY (a
Delaware corporation) and its subsidiaries as of December 31, 1996, and
the related consolidated statement of income, retained earnings,
paid-in capital, and cash flows for the year then ended (included in
the 1996 annual report on Form 10-K, which is Exhibit A-1 to this Form
U5S). These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of The
Southern Company and its subsidiaries as of December 31, 1996, and the
results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 12, 1997
A-1
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
OPERATING REVENUES: Consolidated Add (Deduct) SOUTHERN ALABAMA
Subsidiary operating companies--
<S> <C> <C> <C> <C>
Revenues $10,357,891 $ (19,545) $ - $ 2,904,155
Sales to affiliates - (460,328) - 216,620
SOUTHERN, equity in earnings of subsidiary companies - (1,144,246) 1,144,246 -
- ----------------------------------------------------------------------------------------------------------------------------------
Total operating revenues 10,357,891 (1,624,119) 1,144,246 3,120,775
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 2,244,997 - - 877,076
Purchased power from non-affiliates 1,102,592 (164) - 36,813
Purchased power from affiliates - (447,736) - 91,500
Other 1,860,640 (32,310) 23,348 505,884
Maintenance 781,750 (172) - 258,482
Depreciation & amortization 995,667 1 - 320,102
Amortization of deferred Plant Vogtle costs, net 136,650 - - -
Taxes other than income taxes 634,057 (1) 157 186,172
Income taxes 747,257 - - 228,108
- ----------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 8,503,610 (480,382) 23,505 2,504,137
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 1,854,281 (1,143,737) 1,120,741 616,638
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 3,932 - - -
Interest income 53,889 (18,890) 19,901 28,318
Other, net 42,403 (7,793) 4,734 (42,002)
Income taxes - other income (10,361) - - 22,400
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 1,944,144 (1,170,420) 1,145,376 625,354
- ----------------------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt 530,067 (18,284) - 169,390
Allowance for debt funds used during construction (19,073) - - (6,480)
Interest on interim obligations 107,008 - 16,664 20,617
Amortization of debt discount, premium, & expense, net 33,184 - - 9,508
Other interest charges 46,424 (99) 1,651 27,510
Distributions on preferred securities of subsidiary
companies 21,675 - - 6,717
- ----------------------------------------------------------------------------------------------------------------------------------
Interest charges and other, net 719,285 (18,383) 18,315 227,262
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME 1,224,859 (1,152,037) 1,127,061 398,092
Preferred dividends of subsidiary companies 84,616 - - 26,602
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES 1,140,243 (1,152,037) 1,127,061 371,490
Minority Interest 13,182 (89) - -
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 1,127,061 $(1,151,948) $1,127,061 $371,490
==================================================================================================================================
AVERAGE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING (in thousands) 672,590
EARNINGS PER SHARE OF COMMON STOCK $1.68
CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $1.26
(Continued on following page)
A-2A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
OPERATING REVENUES: GEORGIA GULF MISSISSIPPI SAVANNAH
<S> <C> <C> <C> <C>
Revenues $4,380,893 $ 616,603 $ 522,199 $ 230,944
Sales to affiliates 35,886 17,762 21,830 3,130
SOUTHERN, equity in earnings of subsidiary companies - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
Total operating revenues 4,416,779 634,365 544,029 234,074
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 835,194 184,500 141,532 29,139
Purchased power from non-affiliates 157,308 8,300 17,960 2,350
Purchased power from affiliates 229,324 35,076 33,245 58,591
Other 780,482 115,154 106,061 44,007
Maintenance 315,934 51,050 47,091 14,140
Depreciation & amortization 432,940 56,645 44,906 19,113
Amortization of deferred Plant Vogtle costs, net 136,650 - - -
Taxes other than income taxes 207,098 52,027 43,545 11,675
Income taxes 435,904 37,821 32,618 16,175
- ---------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 3,530,834 540,573 466,958 195,190
- ---------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 885,945 93,792 77,071 38,884
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 3,144 17 344 317
Interest income 5,333 1,921 239 201
Other, net (39,651) (1,695) 3,801 (1,756)
Income taxes - other income 18,581 248 (932) 1,034
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 873,352 94,283 80,523 38,680
- ---------------------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt 207,851 24,691 19,898 11,563
Allowance for debt funds used during construction (11,416) (58) (713) (333)
Interest on interim obligations 15,478 2,071 1,416 229
Amortization of debt discount, premium, & expense, net 14,790 2,087 1,547 579
Other interest charges 6,338 1,882 753 378
Distributions on preferred securities of
subsidiary companies 14,958 - - -
- ---------------------------------------------------------------------------------------------------------------------------------
Interest charges and other, net 247,999 30,673 22,901 12,416
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME 625,353 63,610 57,622 26,264
Preferred dividends of subsidiary companies 45,026 5,765 4,899 2,324
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES 580,327 57,845 52,723 23,940
Minority Interest - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 580,327 $ 57,845 $ 52,723 $ 23,940
=================================================================================================================================
A-2B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
OPERATING REVENUES: SEGCO SEIH* MESH
Subsidiary operating companies--
<S> <C> <C> <C>
Revenues $ 2,257 $1,600,356 $ 84,058
Sales to affiliates 151,543 - -
SOUTHERN, equity in earnings of subsidiary companies - - -
- ------------------------------------------------------------------------------------------------------------------
Total operating revenues 153,800 1,600,356 84,058
- ------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 95,492 74,642 7,422
Purchased power from non-affiliates - 880,025 -
Purchased power from affiliates - - -
Other 17,943 205,955 16,381
Maintenance 15,266 70,306 8,463
Depreciation & amortization 7,963 95,618 11,904
Amortization of deferred Plant Vogtle costs, net - - -
Taxes other than income taxes 794 130,342 936
Income taxes 4,315 3,079 3,227
- ------------------------------------------------------------------------------------------------------------------
Total operating expenses 141,773 1,459,967 48,333
- ------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 12,027 140,389 35,725
- ------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 110 - -
Interest income - 15,860 942
Other, net 147 126,590 53
Income taxes - other income (35) (51,657) -
- ------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 12,249 231,182 36,720
- ------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt 4,597 80,154 30,093
Allowance for debt funds used during construction (73) - -
Interest on interim obligations - 50,533 -
Amortization of debt discount, premium, & expense, net 23 3,966 684
Other interest charges - 8,010 1
Distributions on preferred securities of subsidiary companieS - - -
- ------------------------------------------------------------------------------------------------------------------
Interest charges and other, net 4,547 142,663 30,778
- ------------------------------------------------------------------------------------------------------------------
NET INCOME 7,702 88,519 5,942
Preferred dividends of subsidiary companies - - -
- ------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES 7,702 88,519 5,942
Minority Interest - 13,182 89
- ------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 7,702 $75,337 $5,853
==================================================================================================================
* Preliminary. Currently under audit.
A-3A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN SOUTHERN SOUTHERN SOUTHERN
OPERATING REVENUES: DEVELOPMENT COMMUNICATIONS* INFORMATION TELECOM
<S> <C> <C> <C> <C>
Revenues $ 19,938 $ 16,033 $ - $ -
Sales to affiliates 2,434 11,123 - -
SOUTHERN, equity in earnings of subsidiary companies - - - -
- --------------------------------------------------------------------------------------------------------------------
Total operating revenues 22,372 27,156 - -
- --------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel - - - -
Purchased power from non-affiliates - - - -
Purchased power from affiliates - - - -
Other 30,819 46,916 - -
Maintenance - 1,190 - -
Depreciation & amortization 375 6,100 - -
Amortization of deferred Plant Vogtle costs, net - - - -
Taxes other than income taxes 25 1,287 - -
Income taxes (3,081) (10,909) - -
- --------------------------------------------------------------------------------------------------------------------
Total operating expenses 28,138 44,584 - -
- --------------------------------------------------------------------------------------------------------------------
OPERATING INCOME (5,766) (17,428) - -
- --------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction - - - -
Interest income 28 36 - -
Other, net - - (1) (24)
Income taxes - other income - - - -
- --------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES (5,738) (17,392) (1) (24)
- --------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt - 114 - -
Allowance for debt funds used during construction - - - -
Interest on interim obligations - - - -
Amortization of debt discount, premium, & expense, net - - - -
Other interest charges - - - -
Distributions on preferred securities of subsidiary companies - - - -
- --------------------------------------------------------------------------------------------------------------------
Interest charges and other, net - 114 - -
- --------------------------------------------------------------------------------------------------------------------
NET INCOME (5,738) (17,506) (1) (24)
Preferred dividends of subsidiary companies - - - -
- --------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON
PREFERRED STOCK OF SUBSIDIARY COMPANIES (5,738) (17,506) (1) (24)
Minority Interest - - - -
- --------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK
AND MINORITY INTEREST OF SUBSIDIARY COMPANIES (5,738) $(17,506) $ (1) $ (24)
====================================================================================================================
* Preliminary. Currently under audit.
A-3B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net income $1,127,061 $(1,236,564) $1,127,061 $ 398,092
Adjustments to reconcile net income to
net cash provided by operating activities--
Depreciation and amortization 1,200,925 - - 383,438
Deferred income taxes and investment tax credits 57,078 - - 16,585
Allowance for equity funds used during construction (3,932) - - -
Amortization of deferred Plant Vogtle costs 136,650 - - -
Loss (Gain) on asset sales (58,950) - - -
Other, net 79,419 282,652 (279,986) 21,563
Changes in current assets and liabilities --
Receivables, net (91,657) (481,306) 405,974 3,958
Fossil fuel stock 58,805 - - 24,923
Materials & supplies 46,765 - - 11,311
Accounts payable 18,859 63,341 (7,571) 1,006
Other (169,726) 31,542 (1,583) 12,904
- -----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 2,401,297 (1,340,335) 1,243,895 873,780
- -----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (1,228,828) - - (425,024)
Sales of property 211,077 - - -
Other (275,928) 76,925 (76,565) (61,119)
- -----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (1,293,679) 76,925 (76,565) (486,143)
- -----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock 171,113 (2) 171,113 -
Capital contributions - (468,331) 250,000 -
Preferred securities 322,000 - - 97,000
First mortgage bonds 85,000 - - -
Other long-term debt 1,570,243 (14,948) - 21,000
Retirements --
Preferred stock (179,148) - - -
First mortgage bonds (426,329) - - (83,797)
Other long-term debt (1,753,857) 413,715 - (21,907)
Interim obligations, net (267,916) 5,890 (551,474) (25,163)
Capital distribution to parent company - 250,000 -
Payment of common stock dividends (846,754) 1,000,266 (846,754) (347,500)
Payment of preferred stock dividends - 86,548 - (26,665)
Miscellaneous (109,478) (9,728) (2,415) (3,634)
- -----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (1,435,126) 1,263,410 (979,530) (390,666)
- -----------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (327,508) - 187,800 (3,029)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 772,340 - 20,900 12,616
- -----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 444,832 $ - $ 208,700 $ 9,587
=============================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $677,325 $ (14,233) $22,086 $194,079
Income taxes 706,189 (7,968) - 195,214
(Continued on following page)
A-4A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
GEORGIA GULF MISSISSIPPI SAVANNAH
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net income $625,353 $ 63,610 $ 57,622 $ 26,264
Adjustments to reconcile net income to
net cash provided by operating activities--
Depreciation and amortization 521,086 71,825 50,551 20,246
Deferred income taxes and investment tax credits 35,700 2,157 74 7,482
Allowance for equity funds used during construction (3,144) (17) (344) (317)
Amortization of deferred Plant Vogtle costs 136,650 - - -
Loss (Gain) on asset sales 3,766 - - -
Other, net 49,649 17,292 9,787 705
Changes in current assets and liabilities --
Receivables, net 9,421 736 5,118 (2,036)
Fossil fuel stock 27,769 9,523 3,498 184
Materials & supplies 27,984 3,434 1,475 226
Accounts payable (35,651) (7,078) 2,077 4,242
Other (11,595) (597) 292 (4,558)
- -----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 1,386,988 160,885 130,150 52,438
- -----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (428,220) (61,386) (61,314) (28,950)
Sales of property 3,319 - - -
Other (16,468) (2,786) (2,258) (3,173)
- -----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (441,369) (64,172) (63,572) (32,123)
- -----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock - - - -
Capital contributions - - 27 -
Preferred securities 225,000 - - -
First mortgage bonds 10,000 55,000 - 20,000
Other long-term debt 112,825 82,423 80,000 17,000
Retirements --
Preferred stock (179,148) - - -
First mortgage bonds (210,860) (50,930) (45,447) (29,400)
Other long-term debt (119,665) (68,198) (55,010) (397)
Interim obligations, net 30,166 (55,500) - 1,000
Capital distribution to parent company (250,000) - - -
Payment of common stock dividends (475,500) (48,300) (43,900) (19,600)
Payment of preferred stock dividends (46,911) (5,749) (4,899) (2,324)
Miscellaneous (55,100) (5,332) (2,932) (2,257)
- -----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (959,193) (96,586) (72,161) (15,978)
- -----------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (13,574) 127 (5,583) 4,337
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,930 680 12,641 877
- -----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $15,356 $ 807 $ 7,058 $ 5,214
=============================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 249,434 $26,050 $21,467 $12,960
Income taxes 373,886 25,858 34,072 10,926
(Continued on following page)
A-4B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN
SEGCO SCS NUCLEAR SEIH
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net income $ 7,702 $ - $ - $ 75,337
Adjustments to reconcile net income to
net cash provided by operating activities--
Depreciation and amortization 8,559 16,922 1,419 107,703
Deferred income taxes and investment tax credits 261 - - (17,470)
Allowance for equity funds used during construction (110) - - -
Amortization of deferred Plant Vogtle costs - - - -
Loss (Gain) on asset sales - - - (62,716)
Other, net 877 (7,482) 646 (21,873)
Changes in current assets and liabilities --
Receivables, net (3,706) 34,754 (5,247) (43,568)
Fossil fuel stock - - - (7,092)
Materials & supplies - (1,187) - 2,789
Accounts payable 4,057 (6,539) 496 47,033
Other 53 3,585 1,944 (207,982)
- ---------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 17,693 40,053 (742) (127,839)
- ---------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (8,473) (18,434) (854) (156,555)
Sales of property - - - 207,758
Other 3,066 (524) 33 (187,128)
- ---------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (5,407) (18,958) (821) (135,925)
- ---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock - - - -
Capital contributions - - - 151,713
Preferred securities - - - -
First mortgage bonds - - - -
Other long-term debt - - - 1,256,995
Retirements --
Preferred stock - - - -
First mortgage bonds - - - -
Other long-term debt (2,100) (10,598) - (1,889,510)
Interim obligations, net - (5,890) - 324,285
Capital distribution to parent company - - - -
Payment of common stock dividends (10,249) - - (55,217)
Payment of preferred stock dividends - - - -
Miscellaneous - - - (28,080)
- ---------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (12,349) (16,488) - (239,814)
- ---------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (63) 4,607 (1,563) (503,578)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 174 - 2,768 663,708
- ---------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 111 $4,607 $1,205 $ 160,130
=====================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $4,544 $7,472 $ 283 $127,046
Income taxes 5,603 - 1,358 77,469
A-5A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Southern Southern Southern
Develop- Communi- Info- Southern
OPERATING ACTIVITIES: MESH ment cations* mation Telecom SERC
<S> <C> <C> <C> <C> <C> <C>
Net income $ 5,853 $ (5,738) (17,506) $ (1) $ (24) $ -
Adjustments to reconcile net income to
net cash provided by operating activities--
Depreciation and amortization 12,702 374 6,100 - - -
Deferred income taxes and investment tax credits 14,096 (575) (1,232) - - -
Allowance for equity funds used during construction - - - - - -
Amortization of deferred Plant Vogtle costs - - - - - -
Loss (Gain) on asset sales - - - - - -
Other, net (2,169) (345) 8,135 (3) (30) 1
Changes in current assets and liabilities --
Receivables, net (5,527) (1,882) (8,087) - - (259)
Fossil fuel stock - - - - - -
Materials & supplies (336) 25 1,044 - - -
Accounts payable (27,479) (1,688) (17,733) 1 24 321
Other 6,031 470 (232) - - -
- ---------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) OPERATING ACTIVITIES 3,171 (9,359) (29,511) (3) (30) 63
- ---------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (8,133) - (31,485) - - -
Sales of property - - - - - -
Other - (5,931) - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) INVESTING ACTIVITIES (8,133) (5,931) (31,485) - - -
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds --
Common stock - - - 1 1 -
Capital contributions - 15,999 50,361 5 226 -
Preferred securities - - - - - -
First mortgage bonds - - - - - -
Other long-term debt - - 14,948 - - -
Retirements --
Preferred stock - - - - - -
First mortgage bonds (5,895) - - - - -
Other long-term debt - - (187) - - -
Interim obligations, net 8,770 - - - - -
Capital distribution to parent company - - - - - -
Payment of common stock dividends - - - - - -
Payment of preferred stock dividends - - - - - -
Miscellaneous - - - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES 2,875 15,999 65,122 6 227 -
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,087) 709 4,126 3 197 63
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,766 173 90 - - 17
- ---------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 26,679 $ 882 $4,216 $ 3 $ 197 $ 80
=================================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for --
Interest (net of amount capitalized) $ 26,137 $ - $ - $ - $ - $-
Income taxes (10,229) - - - - -
* Preliminary. Currently under audit.
A-5B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
ASSETS Consolidated Add (Deduct) SOUTHERN ALABAMA
UTILITY PLANT:
<S> <C> <C> <C> <C>
Plant in service $33,260,914 $ - $ - $10,806,921
Less accumulated provision for depreciation 10,921,242 - - 4,113,622
- ----------------------------------------------------------------------------------------------------------------------------
22,339,672 - - 6,693,299
Nuclear fuel, at amortized cost 245,702 - - 123,862
Construction work in progress 683,924 - - 256,802
- ----------------------------------------------------------------------------------------------------------------------------
Total 23,269,298 - - 7,073,963
- ----------------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity 187,038 (9,081,363) 9,029,299 26,032
Argentine operating concession, being amortized 415,600 - - -
Goodwill 318,142 - - -
Nuclear decommissioning trusts 278,938 - - 148,760
Miscellaneous 301,234 (6,023) 8,699 20,243
- ----------------------------------------------------------------------------------------------------------------------------
Total 1,500,952 (9,087,386) 9,037,998 195,035
- ----------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 444,832 - 208,700 9,587
Special Deposits 44,454 - - -
Receivables--
Customer accounts receivable 1,148,965 (16,389) - 334,150
Affiliated companies - (338,981) 46,247 47,630
Other accounts and notes receivable 340,714 944 5,070 28,524
Accumulated provision for uncollectible accounts (31,587) - - (1,171)
Refundable income taxes - (19,122) - 5,856
Fossil fuel stock, at average cost 269,940 16,389 - 81,704
Materials and supplies, at average cost 509,409 - - 167,792
Prepayments 252,977 (31,812) 239 131,870
Vacation pay deferred 77,195 - - 28,369
- ----------------------------------------------------------------------------------------------------------------------------
Total 3,056,899 (388,971) 260,256 834,311
- ----------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes 1,302,342 (43,733) - 410,010
Deferred Plant Vogtle costs 170,988 - - -
Debt expense, being amortized 78,042 - - 7,398
Premium on reacquired debt, being amortized 289,019 - - 84,149
Deferred fuel charges 13,126 - - -
Nuclear decontamination and decommissioning fund 69,431 - - 37,490
Miscellaneous 541,705 (10,470) - 91,490
- ----------------------------------------------------------------------------------------------------------------------------
Total 2,464,653 (54,203) - 630,537
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $30,291,802 $(9,530,560) $9,298,254 $8,733,846
============================================================================================================================
(Continued on following page)
A-6A
</TABLE>
<PAGE>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
<TABLE>
<CAPTION>
GEORGIA GULF MISSISSIPPI SAVANNAH
UTILITY PLANT:
<S> <C> <C> <C> <C>
Plant in service $ 14,769,573 $1,734,510 $1,483,875 $ 739,461
Less accumulated provision for depreciation 4,793,638 694,245 526,776 304,760
- ------------------------------------------------------------------------------------------------------------------------------
9,975,935 1,040,265 957,099 434,701
Nuclear fuel, at amortized cost 121,840 - - -
Construction work in progress 256,141 23,465 35,100 13,463
- ------------------------------------------------------------------------------------------------------------------------------
Total 10,353,916 1,063,730 992,199 448,164
- ------------------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity 26,032 - - -
Argentine operating concession, being amortized - - - -
Goodwill - - - -
Nuclear decommissioning trusts 130,178 - - -
Miscellaneous 103,787 652 3,054 1,785
- ------------------------------------------------------------------------------------------------------------------------------
Total 259,997 652 3,054 1,785
- ------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 15,356 807 7,058 5,214
Special Deposits 44,454 - - -
Receivables--
Customer accounts receivable 392,328 88,260 33,664 26,116
Affiliated companies 20,095 1,821 6,329 844
Other accounts and notes receivable 115,045 3,098 7,468 2,164
Accumulated provision for uncollectible accounts (4,000) (789) (839) (632)
Refundable income taxes - - - -
Fossil fuel stock, at average cost 117,382 28,352 12,168 5,892
Materials and supplies, at average cost 258,820 30,252 21,083 8,013
Prepayments 109,771 9,186 11,971 6,135
Vacation pay deferred 39,965 4,055 4,806 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 1,109,216 165,042 103,708 53,746
- ------------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes 818,418 28,313 22,274 19,167
Deferred Plant Vogtle costs 170,988 - - -
Debt expense, being amortized 32,693 2,922 1,548 -
Premium on reacquired debt, being amortized 166,670 20,386 10,672 7,142
Deferred fuel charges - 13,126 - -
Nuclear decontamination and decommissioning fund 31,941 - - -
Miscellaneous 127,212 14,195 8,872 12,291
- ------------------------------------------------------------------------------------------------------------------------------
Total 1,347,922 78,942 43,366 38,600
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 13,071,051 $1,308,366 $1,142,327 $ 542,295
(Continued on following page)
A-6B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN
SEGCO SCS NUCLEAR SEIH*
UTILITY PLANT:
<S> <C> <C> <C> <C>
Plant in service $311,572 $234,904 $12,431 $2,641,627
Less accumulated provision for depreciation 193,593 132,535 9,003 123,170
- ------------------------------------------------------------------------------------------------------------------
117,979 102,369 3,428 2,518,457
Nuclear fuel, at amortized cost - - - -
Construction work in progress 7,172 22,118 - 65,407
- ------------------------------------------------------------------------------------------------------------------
Total 125,151 124,487 3,428 2,583,864
- ------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - - - 187,038
Argentine operating concession, being amortized - - - 415,600
Goodwill - - - 318,142
Nuclear decommissioning trusts - - - -
Miscellaneous 7 3,925 1,789 149,046
- ------------------------------------------------------------------------------------------------------------------
Total 7 3,925 1,789 1,069,826
- ------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 111 4,607 1,205 160,130
Special Deposits - - - -
Receivables--
Customer accounts receivable - - - 271,110
Affiliated companies 35,769 91,208 81,138 1,557
Other accounts and notes receivable - 38,983 611 114,083
Accumulated provision for uncollectible accounts - - - (23,806)
Refundable federal income tax 844 - - 9,906
Fossil fuel stock, at average cost - - - 8,036
Materials and supplies, at average cost - 2,951 - 13,981
Prepayments 154 1,937 1,426 11,733
Vacation pay deferred - - - -
- ------------------------------------------------------------------------------------------------------------------
Total 36,878 139,686 84,380 566,730
- ------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes 4,160 - - 43,170
Deferred Plant Vogtle costs - - - -
Debt expense, being amortized 141 - - 19,152
Premium on reacquired debt, being amortized - - - -
Deferred fuel charges - - - -
Nuclear decontamination and decommissioning fund - - - -
Miscellaneous 709 6,851 23,956 254,915
- ------------------------------------------------------------------------------------------------------------------
Total 5,010 6,851 23,956 317,237
- ------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $167,046 $ 274,949 $113,553 $4,537,657
* Preliminary. Currently under audit.
(Continued on following page)
A-7A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Southern Southern
Southern Communi- Info- Southern
ASSETS MESH Development cations* mation Telecom SERC
UTILITY PLANT:
<S> <C> <C> <C> <C> <C> <C>
Plant in service $ 366,244 $ - $159,763 $ 3 $ 30 $ -
Less accumulated provision for depreciation 23,233 - 6,667 - - -
- ----------------------------------------------------------------------------------------------------------------------------
343,011 - 153,096 3 30 -
Nuclear fuel, at amortized cost - - - - - -
Construction work in progress 3,569 - 687 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Total 346,580 - 153,783 3 30 -
- ----------------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND INVESTMENTS:
Investments in and advances to consolidated
subsidiary companies, stated at equity - - - - - -
Argentine operating concession, being amortized - - - - - -
Goodwill - - - - - -
Nuclear decommissioning trusts - - - - - -
Miscellaneous 2,891 11,379 - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Total 2,891 11,379 - - - -
- ----------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 26,679 882 4,216 3 197 80
Special Deposits - - - - - -
Receivables--
Customer accounts receivable 14,413 - 5,313 - - -
Affiliated companies 1 3,248 2,769 - - 325
Other accounts and notes receivable 17,469 6,707 548 - - -
Accumulated provision for uncollectible accounts - (208) (142) - - -
Refundable federal income tax 289 - 2,227 - - -
Fossil fuel stock, at average cost 17 - - - - -
Materials and supplies, at average cost 2,854 79 3,584 - - -
Prepayments - 92 275 - - -
Vacation pay deferred - - - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Total 61,722 10,800 18,790 3 197 405
- ----------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income taxes 563 - - - - -
Deferred Plant Vogtle costs - - - - - -
Debt expense, being amortized 14,188 - - - - -
Premium on reacquired debt, being amortized - - - - - -
Deferred fuel charges - - - - - -
Nuclear decontamination and decommissioning fund - - - - - -
Miscellaneous 5,945 701 4,887 - - 151
- ----------------------------------------------------------------------------------------------------------------------------
Total 20,696 701 4,887 - - 151
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 431,889 $ 22,880 $177,460 $ 6 $227 $ 556
============================================================================================================================
* Preliminary. Currently under audit.
(Continued on following page)
A-7B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
(Continued)
Intercompany
Eliminations
and Transfers
CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) SOUTHERN ALABAMA
CAPITALIZATION (see accompanying statements):
<S> <C> <C> <C> <C>
Common stock equity $ 9,216,395 $(9,081,363) $ 9,216,395 2,714,277
Preferred stock 979,527 - - 340,400
Subsidiary obligated mandatorily redeemable preferred securities 422,000 - - 97,000
Long-term debt 7,935,269 (19,948) - 2,354,006
- ----------------------------------------------------------------------------------------------------------------------------------
Total 18,553,191 (9,101,311) 9,216,395 5,505,683
- ----------------------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST 374,922 (627) - -
- ----------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year 173,528 - - 100,000
Long-term debt due within one year 191,411 - - 20,753
Notes payable 827,684 - - -
Commercial paper 655,138 - 67,089 364,853
Accounts payable--
Affiliated companies - (241,602) 1,282 64,307
Other 787,809 13 6,450 182,563
Customer deposits 131,544 - - 32,003
Taxes accrued--
Federal and state income 11,965 (50,935) - 35,638
Other 192,921 - - 15,271
Interest accrued 187,152 (4,663) 907 51,941
Vacation pay accrued 103,514 - - 28,369
Miscellaneous 535,366 (10,000) 1,750 96,485
- ----------------------------------------------------------------------------------------------------------------------------------
Total 3,798,032 (307,187) 77,478 992,183
- ----------------------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 4,738,085 (68,085) - 1,177,687
Deferred credits related to income taxes 879,090 - - 364,792
Accumulated deferred investment tax credits 787,545 - - 294,071
Employee benefits provisions(1) 439,177 (21,596) - 80,389
Prepaid capacity revenues, net 122,496 - - 122,496
Department of Energy assessments 80,523 - - 33,741
Disallowed Plant Vogtle capacity buyback costs 57,250 - - -
Storm damage reserves 35,112 - - 20,757
Miscellaneous 426,379 (31,754) 4,381 142,047
- ----------------------------------------------------------------------------------------------------------------------------------
Total 7,565,657 (121,435) 4,381 2,235,980
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $30,291,802 $(9,530,560) $9,298,254 $8,733,846
==================================================================================================================================
(1) Includes Post Retirement Life & Medical Provisions, Supplemental and Other
Pension Accruals, Early Retirement Incentive Program Costs and Other Work
Force Reduction Costs, and Miscellaneous Post Employment Benefits.
(Continued on following page)
A-8A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
(Continued)
CAPITALIZATION AND LIABILITIES GEORGIA GULF MISSISSIPPI SAVANNAH
CAPITALIZATION (see accompanying statements):
<S> <C> <C> <C> <C>
Common stock equity $4,154,281 $ 435,758 $ 383,734 $172,284
Preferred stock 464,611 65,102 74,414 35,000
Subsidiary obligated mandatorily redeemable
preferred securities 325,000 - - -
Long-term debt 3,200,419 331,880 326,379 161,801
- ----------------------------------------------------------------------------------------------------------
Total 8,144,311 832,740 784,527 369,085
- ----------------------------------------------------------------------------------------------------------
MINORITY INTEREST - - - -
- ----------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year 49,028 24,500 - -
Long-term debt due within one year 60,622 40,972 10 637
Notes payable 207,300 25,000 - 5,000
Commercial paper 223,196 - - -
Accounts payable--
Affiliated companies 66,821 10,274 4,136 6,374
Other 263,093 22,496 38,720 10,201
Customer deposits 64,901 13,464 3,154 5,232
Taxes accrued--
Federal and state income 15,497 - - -
Other 100,661 8,342 32,445 1,015
Interest accrued 79,936 7,629 4,384 5,275
Vacation pay accrued 38,597 4,055 4,793 2,038
Miscellaneous 114,530 23,005 17,937 7,470
- ----------------------------------------------------------------------------------------------------------
Total 1,284,182 179,737 105,579 43,242
- ----------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 2,522,945 163,857 133,437 76,654
Deferred credits related to income taxes 382,381 64,354 40,568 22,792
Accumulated deferred investment tax credits 415,477 33,760 28,333 13,271
Employee benefits provisions(1) 186,319 22,974 32,380 5,820
Prepaid capacity revenues, net - - - -
Department of Energy assessments 46,782 - - -
Disallowed Plant Vogtle capacity buyback costs 57,250 - - -
Storm damage reserves - - 12,955 1,400
Miscellaneous 31,404 10,944 4,548 10,031
- ----------------------------------------------------------------------------------------------------------
Total 3,642,558 295,889 252,221 129,968
- ----------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $13,071,051 $1,308,366 $1,142,327 $542,295
==========================================================================================================
(1) Includes Post Retirement Life & Medical Provisions, Supplemental and Other
Pension Accruals, Early Retirement Incentive Program Costs and Other Work
Force Reduction Costs, and Miscellaneous Post Employment Benefits.
(Continued on following page)
A-8B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
(Continued)
SOUTHERN
CAPITALIZATION AND LIABILITIES SEGCO SCS NUCLEAR SEIH
CAPITALIZATION (see accompanying statements):
<S> <C> <C> <C> <C>
Common stock equity $52,063 $ 875 $ 1,869 $ 987,712
Preferred stock - - - -
Subsidiary obligated mandatorily redeemable
preferred securities - - - -
Long-term debt 76,324 47,658 5,000 1,140,321
- -----------------------------------------------------------------------------------------------------------
Total 128,387 48,533 6,869 2,128,033
- -----------------------------------------------------------------------------------------------------------
MINORITY INTEREST - - - 374,920
- -----------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
- - - -
Amount of debt due within one year - 15,792 - 45,024
Notes payable - - - 567,539
Commercial paper - - - -
Accounts payable--
Affiliated companies 13,414 33,592 16,907 1,384
Other - 29,868 8,603 212,106
Customer deposits - - - 12,790
Taxes accrued--
Federal and state income 3,719 - 505 7,541
Other 281 799 417 33,391
Interest accrued 877 62 - 26,862
Vacation pay accrued - 16,174 5,670 3,484
Miscellaneous 121 51,557 12,051 216,645
- -----------------------------------------------------------------------------------------------------------
Total 18,412 147,844 44,153 1,126,766
- -----------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 12,783 - - 664,718
Deferred credits related to income taxes 4,203 - - -
Accumulated deferred investment tax credits 2,633 - - -
Employee benefits provisions(1) - 59,013 62,268 9,691
Prepaid capacity revenues, net - - - -
Department of Energy assessments - - - -
Disallowed Plant Vogtle capacity buyback costs - - - -
Storm damage reserves - - - -
Miscellaneous 628 19,559 263 233,529
- -----------------------------------------------------------------------------------------------------------
Total 20,247 78,572 62,531 907,938
- -----------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $167,046 $274,949 $113,553 $4,537,657 $
===========================================================================================================
(1) Includes Post Retirement Life & Medical Provisions, Supplemental and Other
Pension Accruals, Early Retirement Incentive Program Costs and Other Work
Force Reduction Costs, and Miscellaneous Post Employment Benefits.
(Continued on following page)
A-9A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1996
(Stated in Thousands of Dollars)
(Continued)
SOUTHERN
SOUTHERN SOUTHERN INFO- SOUTHERN
CAPITALIZATION AND LIABILITIES MESH DEVELOPMENT COMMUNICATION MATION TELECOM SERC
<S> <C> <C> <C> <C> <C> <C>
Common stock equity $ 31,374 $14,620 $132,303 $ 5 $ 203 $ 5
Preferred stock - - - - - -
Subsidiary obligated mandatorily
redeemable preferred securities - - - - - -
Long-term debt 296,461 - 14,968 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total 327,835 14,620 147,271 5 203 5
- ------------------------------------------------------------------------------------------------------------------------
MINORITY INTEREST 629 - - - - -
- ------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one year - - - - - -
Long-term debt due within one year 7,350 - 251 - - -
Notes payable 22,845 - - - - -
Commercial paper - - - - - -
Accounts payable--
Affiliated companies 16,953 650 5,376 1 24 107
Other 3,325 4,959 5,119 - - 293
Customer deposits - - - - - -
Taxes accrued--
Federal and state income - - - - - -
Other 136 39 124 - - -
Interest accrued 13,846 - 96 - - -
Vacation pay accrued - 153 181 - - -
Miscellaneous - 2,423 1,392 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total 64,455 8,224 12,539 1 24 400
- ------------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 38,970 - 15,119 - - -
Deferred credits related to income taxes - - - - - -
Accumulated deferred investment tax credits - - - - - -
Employee benefits provisions(1) - - 1,919 - - -
Prepaid capacity revenues, net - - - - - -
Department of Energy assessments - - - - - -
Disallowed Plant Vogtle capacity buyback costs - - - - - -
Storm damage reserves - - - - - -
Miscellaneous - 36 612 - - 151
- ------------------------------------------------------------------------------------------------------------------------
Total 38,970 36 17,650 - - 151
- ------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $ 431,889 $22,880 $177,460 $ 6 $227 $ 556
========================================================================================================================
(1) Includes Post Retirement Life & Medical Provisions, Supplemental and Other
Pension Accruals, Early Retirement Incentive Program Costs and Other Work
Force Reduction Costs, and Miscellaneous Post Employment Benefits.
A-9B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA
COMMON STOCK EQUITY:
<S> <C> <C> <C> <C>
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 677,035,961 shares $3,385,180 $ - $3,385,180 $ -
Common stock of subsidiaries - (699,656) - 224,358
Paid-in capital 2,067,228 (5,066,786) 2,067,228 1,304,645
Premium on preferred stock - (970) - 146
Retained earnings 3,763,987 (3,313,951) 3,763,987 1,185,128
- ---------------------------------------------------------------------------------------------------------------------------------
Total common stock equity 9,216,395 (9,081,363) 9,216,395 2,714,277
- ---------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-12):
$100 par or stated value--
4.20% to 5.96% 199,299 - - 77,400
6.32% to 7.88% 130,404 - - 5,000
$25 par or stated value--
$1.90 to $1.9875 190,852 - - -
6.40% to 7.60% 322,500 - - 238,000
Auction rates--at January 1, 1997;
4.01% to 4.09% 70,000 - - 70,000
Adjustable rates--at January 1, 1997;
5.01% to 5.66% 240,000 - - 50,000
- ---------------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$72,045) 1,153,055 - - 440,400
Less amount due within one year 173,528 - - 100,000
- ---------------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year 979,527 - - 340,400
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSIDIARY OBLIGATED MANDATORILY
REDEEMABLE PREFERRED SECURITIES:
$25 liquidation value--
7.375% 97,000 - - 97,000
7.75% 225,000 - - -
9% 100,000 - - -
- ---------------------------------------------------------------------------------------------------------------------------------
Total (annual distribution requirement--$33,592) 422,000 - - 97,000
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
----------------------------- -------------------------
1997 5-7/8% to 8.665% 32,350 - - -
1998 5% to 8.665% 237,885 - - 50,000
1999 6-1/8% to 8.665% 373,340 - - 170,000
2000 6% to 8.665% 348,840 - - 100,000
2001 8.665% 9,335 - - -
2002 through 2006 6.07% to 8.665% 1,017,095 - - 400,000
2007 through 2011 6-7/8% to 8.665% 291,680 - - 175,000
2012 through 2016 8.665% 84,890 - - -
2017 through 2021 8.665% to 9-1/4% 227,351 - - 223,451
2022 through 2026 6-7/8% to 9% 1,497,116 - - 797,608
- ---------------------------------------------------------------------------------------------------------------------------------
Total first mortgage bonds 4,119,882 - - 1,916,059
Other long-term debt 4,084,327 (19,948) - 484,196
Unamortized debt premium (discount), net (77,529) - - (25,496)
- ---------------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$564,007) 8,126,680 (19,948) - 2,374,759
Less amount due within one year 191,411 - - 20,753
- ---------------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 7,935,269 (19,948) - 2,354,006
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $18,553,191 $(9,101,311) $9,216,395 $5,505,683
=================================================================================================================================
(Continued on following page)
A-10A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996
(Stated in Thousands of Dollars)
GEORGIA GULF MISSISSIPPI SAVANNAH
COMMON STOCK EQUITY:
<S> <C> <C> <C> <C>
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 677,035,961 shares $ - $ - $ - $ -
Common stock of subsidiaries 344,250 38,060 37,691 54,223
Paid-in capital 2,134,886 218,438 179,389 8,688
Premium on preferred stock 371 81 372 -
Retained earnings 1,674,774 179,179 166,282 109,373
- -------------------------------------------------------------------------------------------------------------------------------
Total common stock equity 4,154,281 435,758 383,734 172,284
- -------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-12):
$100 par or stated value--
4.20% to 5.96% 95,787 15,102 11,010 -
6.32% to 7.88% 52,000 10,000 63,404 -
$25 par or stated value--
$1.90 to $1.9875 190,852 - - -
6.40% to 7.60% - 49,500 - 35,000
Auction rates--at January 1, 1997;
4.01% to 4.09% - - - -
Adjustable rates--at January 1, 1997;
5.01% to 5.66% 175,000 15,000 - -
- -------------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$72,045) 513,639 89,602 74,414 35,000
Less amount due within one year 49,028 24,500 - -
- -------------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year 464,611 65,102 74,414 35,000
- -------------------------------------------------------------------------------------------------------------------------------
SUBSIDIARY OBLIGATED MANDATORILY
REDEEMABLE PREFERRED SECURITIES:
$25 liquidation value--
7.375% - - - -
7.75% 225,000 - - -
9% 100,000 - - -
- -------------------------------------------------------------------------------------------------------------------------------
Total (annual distribution requirement--$33,592) 325,000 - - -
- -------------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
----------------------------- ----------------------------
1997 5-7/8% to 8.665% - 25,000 - -
1998 5% to 8.665% 100,000 45,000 35,000 -
1999 6-1/8% to 8.665% 195,000 - - -
2000 6% to 8.665% 200,000 - 40,000 -
2001 8.665% - - - -
2002 through 2006 6.07% to 8.665% 435,000 55,000 35,000 40,000
2007 through 2011 6-7/8% to 8.665% 50,000 - - -
2012 through 2016 8.665% - - - -
2017 through 2021 8.665% to 9-1/4% - - - -
2022 through 2026 6-7/8% to 9% 534,508 30,000 65,000 70,000
- -------------------------------------------------------------------------------------------------------------------------------
------------- ------------ ---------- ----------
Total first mortgage bonds 1,514,508 155,000 175,000 110,000
Other long-term debt 1,758,304 220,929 153,735 55,043
Unamortized debt premium (discount), net (11,771) (3,077) (2,346) (2,605)
- -------------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$564,007) 3,261,041 372,852 326,389 162,438
Less amount due within one year 60,622 40,972 10 637
- -------------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 3,200,419 331,880 326,379 161,801
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $8,144,311 $ 832,740 $ 784,527 $369,085
===============================================================================================================================
(Continued on following page)
A-10B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN
SEGCO SCS NUCLEAR SEIH* MESH
COMMON STOCK EQUITY:
<S> <C> <C> <C> <C> <C>
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 677,035,961 shares $ - $ - $ - $ - $ -
Common stock of subsidiaries 328 725 10 1 1
Paid-in capital 32,472 150 1,859 971,492 31,373
Premium on preferred stock - - - - -
Retained earnings 19,263 - - 16,219 -
- -----------------------------------------------------------------------------------------------------------------------------
Total common stock equity 52,063 875 1,869 987,712 31,374
- -----------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-12):
$100 par or stated value--
4.20% to 5.96% - - - - -
6.32% to 7.88% - - - - -
$25 par or stated value--
$1.90 to $1.9875 - - - - -
6.40% to 7.60% - - - - -
Auction rates--at January 1, 1997;
4.01% to 4.09% - - - - -
Adjustable rates--at January 1, 1997;
5.01% to 5.66% - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$72,045) - - - - -
Less amount due within one year - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
SUBSIDIARY OBLIGATED MANDATORILY
REDEEMABLE PREFERRED SECURITIES:
$25 liquidation value--
7.375% - - - - -
7.75% - - - - -
9% - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
Total (annual distribution requirement--$33,592) - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
----------------------------- ---------------------------
1997 5-7/8% to 8.665% - - - - 7,350
1998 5% to 8.665% - - - - 7,885
1999 6-1/8% to 8.665% - - - - 8,340
2000 6% to 8.665% - - - - 8,840
2001 8.665% - - - - 9,335
2002 through 2006 6.07% to 8.665% - - - - 52,095
2007 through 2011 6-7/8% to 8.665% - - - - 66,680
2012 through 2016 8.665% - - - - 84,890
2017 through 2021 8.665% to 9-1/4% - - - - 3,900
2022 through 2026 6-7/8% to 9% - - - - -
- -----------------------------------------------------------------------------------------------------------------------------
---------- --------------------- ----------------------
Total first mortgage bonds - - - - 249,315
Other long-term debt 76,600 63,450 5,000 1,186,799 85,000
Unamortized debt premium (discount), net (276) - - (1,454) (30,504)
- -----------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$564,007) 76,324 63,450 5,000 1,185,345 303,811
Less amount due within one year - 15,792 - 45,024 7,350
- -----------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year 76,324 47,658 5,000 1,140,321 296,461
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $128,387 $ 48,533 $6,869 $2,128,033 $327,835
=============================================================================================================================
A-11A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN SOUTHERN SOUTHERN SOUTHERN
DEVELOP- COMMUNI- INFO- TELECOM SERC
MENT CATIONS* MATION
COMMON STOCK EQUITY:
<S> <C> <C> <C> <C> <C>
Common stock, par value $5 per share
Authorized -- 1,000,000,000 shares
Outstanding -- 677,035,961 shares $ - $ - $ - $ - $ -
Common stock of subsidiaries 1 1 1 1 5
Paid-in capital 25,658 157,505 5 226 -
Premium on preferred stock - - - - -
Retained earnings (11,039) (25,203) (1) (24) -
- --------------------------------------------------------------------------------------------------------------------------------
Total common stock equity 14,620 132,303 5 203 5
- --------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE PREFERRED STOCK OF
SUBSIDIARIES (See note on page A-12):
$100 par or stated value--
4.20% to 5.96% - - - - -
6.32% to 7.88% - - - - -
$25 par or stated value--
$1.90 to $1.9875 - - - - -
6.40% to 7.60% - - - - -
Auction rates--at January 1, 1997;
4.01% to 4.09% - - - - -
Adjustable rates--at January 1, 1997;
5.01% to 5.66% - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement--$72,045) - - - - -
Less amount due within one year - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
Total excluding amount due within one year - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
SUBSIDIARY OBLIGATED MANDATORILY
REDEEMABLE PREFERRED SECURITIES:
$25 liquidation value--
7.375% - - - - -
7.75% - - - - -
9% - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
Total (annual distribution requirement--$33,592) - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT:
First mortgage bonds of subsidiaries--
Maturity Interest Rates
----------------------------- ----------------------------
1997 5-7/8% to 8.665% - - - - -
1998 5% to 8.665% - - - - -
1999 6-1/8% to 8.665% - - - - -
2000 6% to 8.665% - - - -
2001 8.665% - - - -
2002 through 2006 6.07% to 8.665% - - - - -
2007 through 2011 6-7/8% to 8.665% - - - - -
2012 through 2016 8.665% - - - - -
2017 through 2021 8.665% to 9-1/4% - - - - -
2022 through 2026 6-7/8% to 9% - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
----------- ---------- ------ ------- -------
Total first mortgage bonds - - - - -
Other long-term debt - 15,219 - - -
Unamortized debt premium (discount), net - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
requirement--$564,007) - 15,219 - - -
Less amount due within one year - 251 - - -
- --------------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due
within one year - 14,968 - - -
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION $14,620 $147,271 $5 $203 $5
================================================================================================================================
* Preliminary. Currently under audit.
A-11B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SOUTHERN AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1996
(Continued)
NOTE TO CONSOLIDATING STATEMENT OF CAPITALIZATION:
Shares authorized, shares outstanding and redemption prices of the preferred
stock and preferred securities are shown below:
Shares Redemption Price
Series Authorized Outstanding Per Share**
- ------------------------------ ----------- ----------- ---------------
<S> <C> <C> <C>
Cumulative Preferred Stock,
$100 par or stated value--
4.20% to 5.96% 2,165,125 1,992,989 $102.18 to $110.00
6.32% to 7.88% 1,304,040 1,304,040 $102.47 to $108.32*
Undesignated 7,598,736 - -
$25 par or stated value--
$1.90 to $1.9875 7,634,100 7,634,100 $26.90* to $26.99*
6.40% to 7.60% 12,900,000 12,900,000 $26.60* to $26.90*
Adjustable rate--at 1/1/97
5.01%-1993 Series 600,000 600,000 $26.25*
5.17%-1993 Series 2,000,000 2,000,000 $26.25*
5.66%-1993 Series 3,000,000 3,000,000 $27.50*
5.20%-1993 Series 4,000,000 4,000,000 $27.50*
Undesignated 36,165,900 - -
$1 Par Value--Undesignated 15,479,800 - -
Auction rate--at 1/1/97: 4.09%
$100 Stated Capital 500,000 500,000 $100
Auction rate--at 1/1/97: 4.01%
$100,000 Stated Capital 200 200 $100,000
$10 Par or Stated Value--
Undesignated 7,420,000 - -
Preferred Securities Redemption Price
Series Authorized Outstanding Per Preferred Security**
----------------------- ---------- ----------- ------------------------
Subsidiary Obligated Mandatorily
Redeemable Preferred Securities
7.375% 3,880,000 3,880,000 $25
7.75% 9,000,000 9,000,000 $25
9% 4,000,000 4,000,000 $25
</TABLE>
*Amount of premium in excess of par or stated value reduces in future years.
**Plus accrued dividends in each case.
A-12
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dolllars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 $3,483,624 $(3,123,793) $3,483,624 $1,161,225
ADD:
Net income after dividends on preferred
stock of subsidiary companies 1,127,061 (1,151,948) 1,127,061 371,490
- --------------------------------------------------------------------------------------------------------------------
4,610,685 (4,275,741) 4,610,685 1,532,715
DEDUCT (ADD):
Cash dividends paid on common stock 846,754(1) (960,173) 846,754(1) 347,500
Other common and preferred stock
transactions, net (56) (1,617) (56) 87
- --------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 $3,763,987 $(3,313,951) $3,763,987 $1,185,128
====================================================================================================================
(1)SOUTHERN paid quarterly dividends during 1996 of 31-1/2(cent)per share or $1.26 for the year.
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-13A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dolllars)
GEORGIA GULF MISSISSIPPI SAVANNAH
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 $1,569,905 $179,663 $157,459 $105,033
ADD:
Net income after dividends on preferred
stock of subsidiary companies 580,327 57,845 52,723 23,940
- -----------------------------------------------------------------------------------------------------------------
2,150,232 237,508 210,182 128,973
DEDUCT (ADD):
Cash dividends paid on common stock 475,500 58,300 43,900 19,600
Other common and preferred stock
transactions, net (42) 29 - -
- -----------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 $1,674,774 $179,179 %166,282 $109,373
=================================================================================================================
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-13B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dolllars)
Southern Southern Southern Southern
SEGCO SEIH* MESH Development Communications* Information Telecom
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995 $21,665 $(57,557) $ (602) $ (5,301) $(7,697) $ - $ -
ADD:
Net income after dividends on preferred
stock of subsidiary companies 7,702 75,337 5,853 (5,738) (17,506) (1) (24)
- -------------------------------------------------------------------------------------------------------------------------------
29,367 17,780 5,251 (11,039) (25,203) (1) (24)
DEDUCT (ADD):
Cash dividends paid on common stock 10,104 - 5,269 - - - -
Other common and preferred stock
transactions, net - 1,561 (18) - - - -
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 $19,263 $16,219 $ - $(11,039) $(25,203) $ (1) $(24)
===============================================================================================================================
* Preliminary. Currently under audit.
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-13C
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
Intercompany
Eliminations
and Transfers
Consolidated Add (Deduct) SOUTHERN ALABAMA
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 $1,939,811 $(5,153,808) $1,940,823 $1,304,645
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof 133,647(1) - 133,647(1) -
Contributions to (distributions from) capital (8,616) 79,808 - -
Conversion of debt to equity 8,503 - - -
Translation adjustment 20,442 - - -
Unrealized gains/losses on investment
valuations (27,358) - - -
Other (171) 6,244 (7,242) -
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 2,066,258 $(5,067,756) $2,067,228 $1,304,645
===============================================================================================================================
(1) SOUTHERN issued 7,493,047 shares of common stock during 1996.
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-14A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
GEORGIA GULF MISSISSIPPI SAVANNAH
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 $2,384,444 $218,438 $179,362 $8,688
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof - - - -
Contributions to (distributions from) capital (250,000) - - -
Conversion of debt to equity - - - -
Translation adjustment - - - -
Unrealized gains/losses on investment
valuations - - - -
Other 442 - 27 -
- -----------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 $2,134,886 $218,438 $179,389 $8,688
=================================================================================================================
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-14B
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN
SEGCO SCS NUCLEAR SEIH*
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 $32,472 $150 $1,614 $864,063
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof - - - -
Contributions to (distributions from) capital - - - 105,729
Conversion of debt to equity - - - 8,503
Translation adjustment - - - 20,442
Unrealized gains/losses on investment
valuations - - - (27,358)
Other - - 245 113
- ----------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 $32,472 $150 $1,859 $971,492
==========================================================================================================
* Preliminary. Currently under audit.
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-14C
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996
(Stated in Thousands of Dollars)
SOUTHERN SOUTHERN SOUTHERN SOUTHERN
MESH DEVELOPMENT COMMUNICATIONS* NFORMATION TELECOM
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995 $42,117 $ 9,659 $107,144 $- $ -
ADD (DEDUCT):
Proceeds from issuance of common
stock over the par value thereof - - - - -
Contributions to (distributions from) capital (10,744) 15,999 50,361 5 226
Conversion of debt to equity - - - - -
Translation adjustment - - - - -
Unrealized gains/losses on investment
valuations - - - - -
Other - - - - -
- -------------------------------------------------------------------------------------------------------------------------
BALANCE, December 31, 1996 $31,373 $25,658 $157,505 $5 $226
=========================================================================================================================
* Preliminary. Currently under audit.
The notes to the financial statements (herein incorporated by reference as part
of exhibit numbers A-1 through A-6 inclusive) are an integral part of this
statement.
A-14D
</TABLE>
<PAGE>
Notes to Financial Statements
at December 31, 1996
The notes to the financial statements are herein incorporated by reference as
part of exhibit numbers A-1 through A-6 inclusive and are an integral part of
the financial statements.
A-15
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
ALABAMA ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE TRUST I
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES: $3,120,775 $ - $3,120,775 $ -
OPERATING EXPENSES:
Operation--
Fuel 877,076 - 877,076 -
Purchased power from non-affiliates 36,813 - 36,813 -
Purchased power from affiliates 91,500 - 91,500 -
Other 505,884 - 505,884 -
Maintenance 258,482 - 258,482 -
Depreciation 320,102 - 320,102 -
Taxes other than income taxes 186,172 - 186,172 -
Federal and state income taxes 228,108 - 228,108 -
- ------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 2,504,137 - 2,504,137 -
- ------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 616,638 - 616,638 -
OTHER INCOME (EXPENSE):
Allowance for equity funds used
during construction - - - -
Interest income 28,318 (7,131) 28,525 6,924
Other, net (42,002) - (42,002) -
Income taxes applicable to other income 22,400 - 22,400 -
- ------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 625,354 (7,131) 625,561 6,924
- ------------------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES AND PREFERRED
DIVIDENDS:
Interest on long-term debt 169,390 (6,924) 176,314 -
Allowance for debt funds used
during construction (6,480) - (6,480) -
Interest on interim obligations 20,617 - 20,617 -
Amortization of debt discount,
premium, and expense, net 9,508 - 9,508 -
Other interest charges 27,510 - 27,510 -
Distributions on preferred securities of
ALABAMA TRUST I 6,717 (207) - 6,924
- ------------------------------------------------------------------------------------------------------------------------------
Interest charges and other, net 227,262 (7,131) 227,469 6,924
- ------------------------------------------------------------------------------------------------------------------------------
NET INCOME 398,092 - 398,092 -
DIVIDENDS ON PREFERRED STOCK 26,602 - 26,602 -
- ------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER PREFERRED STOCK
DIVIDENDS $371,490 $ - $371,490 $ -
==============================================================================================================================
</TABLE>
A-16
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
ALABAMA ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE TRUST I
- ------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C>
Net income $398,092 $ - $398,092 $ -
Adjustments to reconcile consolidated
net income to net cash provided by
operating activities-
Depreciation and amortization 383,438 - 383,438 -
Deferred income taxes and investment
tax credits 16,585 - 16,585 -
Allowance for equity funds used
during construction - - - -
Other, net 21,563 - 21,563
Changes in current assets and
liabilities-
Receivables, net 3,958 - 3,958 -
Fossil fuel stock 24,923 - 24,923 -
Materials & Supplies 11,311 - 11,311 -
Accounts payables 1,006 - 1,006 -
Other 12,904 - 12,904 -
- -------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM
OPERATING ACTIVITIES 873,780 - 873,780 -
- -------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (425,024) - (425,024) -
Other (61,119) 103,000 (64,119) (100,000)
- -------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING
ACTIVITIES (486,143) 103,000 (489,143) (100,000)
- -------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds-
Company obligated mandatorily
redeemable preferred securities 97,000 (3,000) - 100,000
Other long-term debt 21,000 (100,000) 121,000 -
Retirements-
First mortgage bonds (83,797) - (83,797) -
Other long-term debt (21,907) - (21,907) -
Interim obligations, net (25,163) - (25,163) -
Payment of common stock dividends (347,500) - (347,500) -
Payment of preferred stock dividends (26,665) - (26,665) -
Miscellaneous (3,634) - (3,634) -
- -------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES (390,666) (103,000) (387,666) 100,000
- -------------------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH (3,029) - (3,029) -
CASH AT BEGINNING OF YEAR 12,616 - 12,616 -
- -------------------------------------------------------------------------------------------------------------------------------
CASH AT THE END OF THE YEAR $ 9,587 $ - $ 9,587 $ -
===============================================================================================================================
</TABLE>
A-17
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
ALABAMA ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE TRUST I
- ------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
UTILITY PLANT $7,073,963 $ - $7,073,963 $ -
INVESTMENTS:
Investments in affiliated companies 26,032 (103,000) 29,032 100,000
Nuclear decommissioning trusts 148,760 - 148,760 -
Miscellaneous 20,243 - 20,243 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 195,035 (103,000) 198,035 100,000
- ------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash 9,587 - 9,587 -
Receivables, net 409,133 - 409,133 -
Refundable income taxes 5,856 - 5,856 -
Fossil fuel stock, at average cost 81,704 - 81,704 -
Materials and supplies, at
average cost 167,792 - 167,792 -
Prepayments 131,870 - 131,870 -
Vacation pay deferred 28,369 - 28,369 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 834,311 - 834,311 -
- ------------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES:
Deferred charges related to income
taxes 410,010 - 410,010 -
Debt expense, being amortized 7,398 - 7,398 -
Premium on reacquired debt, being
amortized 84,149 - 84,149 -
Nuclear decontamination and
decommissioning fund 37,490 - 37,490 -
Miscellaneous 91,490 - 91,490 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 630,537 - 630,537 -
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $8,733,846 $(103,000) $8,736,846 $100,000
==============================================================================================================================
</TABLE>
A-18
<PAGE>
<TABLE>
<CAPTION>
ALABAMA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
ALABAMA ALABAMA ALABAMA
CONSOLIDATED ELIMINATIONS CORPORATE TRUST I
- ------------------------------------------------------------------------------------------------------------------------------
CAPITALIZATION AND
LIABILITIES
CAPITALIZATION:
<S> <C> <C> <C> <C>
Common stock equity $2,714,277 $ - $2,714,277 $ -
Preferred stock 340,400 - 340,400 -
Company obligated mandatorily
redeemable preferred securities
of ALABAMA TRUST I 97,000 (3,000) - 100,000
Long-term debt 2,354,006 (100,000) 2,454,006 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 5,505,683 (103,000) 5,508,683 100,000
- ------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Preferred stock due within one
year (Note 11) 100,000 - 100,000 -
Long-term debt due within
one year 20,753 - 20,753 -
Notes Payable - - - -
Commercial paper 364,853 - 364,853 -
Accounts payable, net 246,870 - 246,870 -
Customer deposits 32,003 - 32,003 -
Taxes accrued 50,909 - 50,909 -
Interest accrued 51,941 - 51,941 -
Vacation pay accrued 28,369 - 28,369 -
Miscellaneous 96,485 - 96,485 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 992,183 - 992,183 -
- ------------------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS:
Accumulated deferred income taxes 1,177,687 - 1,177,687 -
Deferred credits related to income
taxes 364,792 - 364,792 -
Accumulated deferred investment
tax credits 294,071 - 294,071 -
Prepaid capacity revenues, net 122,496 - 122,496 -
Employee benefit provisions 80,389 - 80,389 -
Nuclear decontamination and
decommissioning fund 33,741 - 33,741 -
Storm damage reserve 20,757 - 20,757 -
Miscellaneous 142,047 - 142,047 -
- ------------------------------------------------------------------------------------------------------------------------------
Total 2,235,980 - 2,235,980 -
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND
LIABILITIES $8,733,846 $(103,000) $8,736,846 $100,000
==============================================================================================================================
</TABLE>
A-19
<PAGE>
Notes to ALABAMA's Consolidated
Financial Statements
(A) Represents equity in earnings of SEGCO, a non-consolidated
subsidiary in which ALABAMA has 50% ownership, which is
accounted for on the equity basis. See pages A-2 through A-16
for SEGCO's financial statements consolidated for SOUTHERN.
(B) Includes $824,425 equity in earnings of Alabama Property
Company, a non-consolidated subsidiary, which is accounted
for on the equity basis. See pages A-24 through A-26 for
Alabama Property Company's financial statements.
(C) Represents ALABAMA's investment in SEGCO.
(D) Includes $8,416,602 of investments in Alabama Property Company.
A-20
<PAGE>
ALABAMA TRUST I
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, ALABAMA)
(Unaudited)
(in thousands)
Interest Revenue $6,924
Distribution Expense 6,924
$ 0
A-21
<PAGE>
ALABAMA TRUST I
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, ALABAMA)
(Unaudited)
(in thousands)
INVESTING ACTIVITIES:
Investment in ALABAMA Junior Subordinated Notes $(100,000)
FINANCING ACTIVITIES:
Proceeds from issuance of 7.375% Trust Common Securities 3,000
Proceeds from issuance of 7.375% Trust Preferred Securities 97,000
---------
NET INCREASE ( DECREASE) IN CASH 0
CASH AT BEGINNING OF PERIOD 0
---------
CASH AT END OF PERIOD $ 0
=========
A-22
<PAGE>
ALABAMA TRUST I
BALANCE SHEET AT DECEMBER 31, 1996
(Consolidated in Parent, ALABAMA)
(Unaudited)
(in thousands)
ASSETS
Investment in ALABAMA $100,000
TOTAL ASSETS $100,000
LIABILITIES
Common securities $ 3,000
Preferred securities 97,000
--------
TOTAL LIABILITIES $100,000
A-23
<PAGE>
ALABAMA PROPERTY COMPANY
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited; Not Consolidated in
Parent, ALABAMA)
REVENUES:
Sales of recreational lots $3,580,892
Rentals 99,411
----------
Total Revenues 3,680,303
----------
COSTS AND EXPENSES:
Cost of recreational lot sales 1,360,576
Selling, administrative and general expenses 809,352
----------
Total costs and expenses 2,169,928
----------
OPERATING INCOME 1,510,375
OTHER INCOME (EXPENSE):
Interest income 122,184
Charitable contribution of property (819,043)
Other 13,304
----------
INCOME BEFORE PROVISION FOR INCOME TAXES 826,820
PROVISION FOR INCOME TAXES 2,395
----------
NET INCOME $ 824,425
==========
ALABAMA PROPERTY COMPANY
STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Unaudited; Not Consolidated in
Parent, ALABAMA)
RETAINED EARNINGS AT DECEMBER 31, 1995 $7,142,177
Net income 824,425
----------
RETAINED EARNINGS AT DECEMBER 31, 1996 $7,966,602
==========
A-24
<PAGE>
ALABAMA PROPERTY COMPANY
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
1996 (Unaudited; Not Consolidated in
Parent, ALABAMA)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 824,425
----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Additions to property held for sale (1,631,692)
Charitable contribution of property 819,043
Property cost of lot sales 1,257,314
Changes in current assets and liabilities:
Interest receivable 6,630
Accounts receivable 7,250
Receivable from parent company 23,125
Refundable income taxes 269,043
Payable to parent company 62,923
Accrued income taxes 221,132
Other accrued taxes 4,680
----------
Total adjustments 1,039,448
NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,863,873
NET CHANGE IN CASH AND CASH EQUIVALENTS 1,863,873
CASH AND CASH EQUIVALENTS, Beginning of year 2,224,914
CASH AND CASH EQUIVALENTS, End of year $4,088,787
==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash paid (refunded) during the year for income taxes $(487,780)
==========
A-25
<PAGE>
ALABAMA PROPERTY COMPANY
BALANCE SHEET AT DECEMBER 31, 1996
(Unaudited; Not Consolidated in Parent, ALABAMA)
ASSETS
CURRENT ASSETS:
Cash $ 43,787
Temporary cash investments 4,045,000
Receivable from parent company 8,549
----------
Total current assets 4,097,336
PROPERTY AND MINERAL RIGHTS HELD FOR
FUTURE DEVELOPMENT 4,628,350
----------
Total Assets $8,725,686
==========
LIABILITIES AND CAPITALIZATION
CURRENT LIABILITIES:
Payable to parent company $ 62,923
Accrued income taxes 221,132
Other accrued taxes 25,029
----------
Total current liabilities 309,084
----------
CAPITALIZATION:
Common stock, $150 par value; 1,000 shares
authorized, issued and outstanding 150,000
Additional paid-in capital 300,000
Retained earnings 7,966,602
----------
Total capitalization 8,416,602
----------
Total liabilities and capitalization $8,725,686
==========
A-26
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
GEORGIA GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES $4,416,779 $(838) $4,416,779 $838 $ - $ -
- -------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operation--
Fuel 835,194 - 835,194 - - -
Purchased power from
non-affiliates 157,308 - 157,308 - - -
Purchased power from affiliates 229,324 - 229,324 - - -
Other 780,482 (838) 781,262 - 8 50
Maintenance 315,934 - 315,934 - - -
Depreciation and amortization 432,940 - 432,889 51 - -
Amortization of deferred Plant
Vogtle costs 136,650 - 136,650 - - -
Taxes other than income taxes 207,098 - 206,747 351 - -
Federal and state income taxes 435,904 - 435,735 169 - -
- -------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 3,530,834 (838) 3,531,043 571 8 50
- -------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 885,945 - 885,736 267 (8) (50)
OTHER INCOME (EXPENSE):
Allowance for equity funds used
during construction 3,144 - 3,144 - - -
Interest income 5,333 (16,049) 4,971 990 9,279 6,142
Other, net (39,651) - (39,548) (A) (103) - -
Income taxes applicable to
other income 18,581 - 18,666 (85) - -
- -------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST
CHARGES 873,352 (16,049) 872,969 1,069 9,271 6,092
- -------------------------------------------------------------------------------------------------------------------------------
INTEREST CHARGES AND OTHER:
Interest on long-term debt 207,851 (16,049) 223,272 628 - -
Allowance for debt funds used
during construction (11,416) - (11,416) - - -
Amortization of debt discount,
premium, and expense, net 14,790 - 14,790 - - -
Other interest charges 21,816 - 21,750 66 - -
Distributions on preferred securities
of subsidiaries 14,958 - - - 9,000 5,958
- -------------------------------------------------------------------------------------------------------------------------------
Interest charges and other, net 247,999 (16,049) 248,396 694 9,000 5,958
- -------------------------------------------------------------------------------------------------------------------------------
NET INCOME 625,353 - 624,573 375 271 134
DIVIDENDS ON PREFERRED STOCK 45,026 - 45,026 - - -
- -------------------------------------------------------------------------------------------------------------------------------
NET INCOME AFTER DIVIDENDS
ON PREFERRED STOCK $ 580,327 $ - $ 579,547 $ 375 $ 271 $ 134
===============================================================================================================================
</TABLE>
A-27
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(in thousands)
GEORGIA GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
<S> <C> <C> <C> <C> <C> <C>
Net income $625,353 $ - $624,573 $375 $271 $134
Adjustments to reconcile consolidated
net income to net cash provided by
operating activities-
Depreciation and amortization 521,086 - 520,972 114 - -
Deferred income taxes and
investment tax credits, net 35,700 - 35,679 21 - -
Allowance for equity funds used
during construction (3,144) - (3,144) - - -
Amortization of deferred Plant
Vogtle costs 136,650 - 136,650 - - -
Other, net 53,415 - 53,416 (1) - -
Changes in current assets and
liabilities-
Receivables, net 9,421 (345) 9,421 - 479 (134)
Inventories 55,753 - 55,753 - - -
Payables (35,651) 345 (35,246) - (750) -
Taxes accrued 11,766 - 12,129 (363) - -
Other (23,361) - (23,361) - - -
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM
OPERATING ACTIVITIES 1,386,988 - 1,386,842 146 - -
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Gross property additions (428,220) - (428,069) (151) - -
Sales of property 3,319 - 3,319 - - -
Other (16,468) 238,924 (23,433) - - (231,959)
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH USED FOR
INVESTING ACTIVITIES (441,369) 238,924 (448,183) (151) - (231,959)
- ----------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds-
Preferred securities 225,000 - - - - 225,000
First mortgage bonds 10,000 - 10,000 - -
Other long-term debt 112,825 (232,803) 344,784 844 - -
Retirements-
Preferred securities (179,148) - (179,148) - - -
First mortgage bonds (210,860) - (210,860) - - -
Other long-term debt (119,665) - (119,665) - - -
Interim obligations, net 30,166 - 30,166 - - -
Special deposits-redemption funds (44,454) - (44,454) - - -
Capital distribution to parent company (250,000) - (250,000) - - -
Payment of common stock dividends (475,500) - (475,500) - - -
Payment of preferred stock dividends (46,911) - (46,911) - - -
Miscellaneous (10,646) (6,121) (10,646) (838) - 6,959
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED FROM
(USED FOR) FINANCING
ACTIVITIES (959,193) (238,924) (952,234) 6 - 231,959
- ----------------------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND
CASH EQUIVALENTS (13,574) - (13,575) 1 - -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE YEAR 28,930 - 28,888 42 - -
- ----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
AT THE END OF THE YEAR $ 15,356 $ - $15,313 $ 43 $ - $ -
==================================================================================================================================
</TABLE>
A-28
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
GEORGIA GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
UTILITY PLANT $10,353,916 $ - $10,334,738 $19,178 $ - $ -
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER PROPERTY AND
INVESTMENTS 259,997 (367,056) 289,739 (B) 2,255 103,100 231,959
- ----------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents 15,356 - 15,313 43 - -
Receivables-
Customer accounts receivable 392,328 - 392,328 - - -
Affiliated companies 20,095 - 20,095 - - -
Other accounts receivable 159,499 (694) 159,499 - 560 134
Accumulated provisions for
uncollectible accounts (4,000) - (4,000) - - -
Fossil fuel stock, at average cost 117,382 - 117,382 - - -
Materials and supplies, at
average cost 258,820 - 258,820 - - -
Prepayments 109,771 - 109,771 - - -
Vacation pay deferred 39,965 - 39,965 - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Total 1,109,216 (694) 1,109,173 43 560 134
- ----------------------------------------------------------------------------------------------------------------------------------
DEFERRED CHARGES
Deferred charges related to
income taxes 818,418 - 818,418 - - -
Deferred Plant Vogtle costs 170,988 - 170,988 - - -
Miscellaneous 358,516 - 358,515 1 - -
- ----------------------------------------------------------------------------------------------------------------------------------
Total 1,347,922 - 1,347,921 1 - -
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $13,071,051 $(367,750) $13,081,571 $21,477 $103,660 $232,093
==================================================================================================================================
</TABLE>
A-29
<PAGE>
<TABLE>
<CAPTION>
GEORGIA AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
GEORGIA GEORGIA GEORGIA GEORGIA
CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL TRUST I
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITALIZATION:
Common stock equity $4,154,281 $ (19,399) $4,154,281 $8,646 $ 3,660 $7,093
Preferred stock 464,611 - 464,611 - - -
Subsidiary obligated
mandatorily
redeemable
preferred securities 325,000 - - 100,000 225,000
Long-term debt 3,200,419 (347,657) 3,535,477 12,599 - -
- ------------------------------------------------------------------------------------------------------------------------------------
Total 8,144,311 (367,056) 8,154,369 21,245 103,660 232,093
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Long-term debt and
preferred stock
due within one year 109,650 - 109,650 - - -
Notes payable to banks 207,300 - 207,300 - - -
Commercial paper 223,196 - 223,196 - - -
Accounts payable-
Affiliated companies 66,821 - 66,821 - - -
Other 263,093 - 263,093 - - -
Customer deposits 64,901 - 64,901 - - -
Taxes accrued 116,158 - 115,647 511 - -
Interest accrued 79,936 (694) 80,630 - - -
Vacation pay accrued 38,597 - 38,597 - - -
Miscellaneous 114,530 - 114,530 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Total 1,284,182 (694) 1,284,365 511 - -
- ------------------------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS:
Accumulated deferred
income taxes 2,522,945 - 2,523,224 (279) - -
Accumulated deferred
investment tax credits 415,477 - 415,477 - - -
Deferred credits related to
income taxes 382,381 - 382,381 - - -
Miscellaneous 321,755 - 321,755 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Total 3,642,558 - 3,642,837 (279) - -
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION
AND LIABILITIES $13,071,051 $(367,750) $13,081,571 $21,477 $103,660 $232,093
====================================================================================================================================
</TABLE>
A-30
<PAGE>
Notes to GEORGIA's Consolidated
Financial Statements
(A) Includes $3,851,000 equity in earnings for SEGCO, a
non-consolidated subsidiary in which GEORGIA has 50% ownership.
SEGCO is accounted for on the equity basis. See pages A-2 through
A-14 for SEGCO's financial statements consolidated for SOUTHERN.
(B) Includes $26,032,000 of investments in SEGCO.
A-31
<PAGE>
PIEDMONT
STATEMENT OF INCOME AND
EARNINGS RETAINED IN THE BUSINESS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
REVENUES:
Rent $838
Other (Interest) 990 $1,828
-----
EXPENSES:
Interest 628
Taxes 605
Depreciation 114
Miscellaneous 106 1,453
----- -------
NET INCOME 375
EARNINGS RETAINED IN THE BUSINESS
AT DECEMBER 31, 1995 1,016
-------
EARNINGS RETAINED IN THE BUSINESS
AT DECEMBER 31, 1996 $1,391
======
A-32
<PAGE>
PIEDMONT
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
OPERATING ACTIVITIES:
Net income $375
Deferred income taxes 21
Depreciation 114
Change in current liabilities (363)
Other, net (1) $146
-------
INVESTING ACTIVITIES:
Property additions (151)
FINANCING ACTIVITIES:
Increase in advances from parent 844
Decrease in capital contributions (838) 6
---- ------
NET CHANGE IN CASH $ 1
=====
A-33
<PAGE>
PIEDMONT
BALANCE SHEET AT DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
ASSETS
INVESTMENTS:
Plant-in-service $19,178
Non-utility property 2,255 $21,433
-------
CURRENT ASSETS:
Cash 43
MISCELLANEOUS DEFERRED DEBITS 1
-------
TOTAL ASSETS $21,477
=======
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock, $1 par (1,000,000 shares
authorized, 100,000 shares issued) $ 100
Other paid-in capital 7,155
Retained earnings 1,391 $ 8,646
------
Long-term debt - Advances from parent company 12,599
Total capitalization 21,245
CURRENT LIABILITIES:
Federal and state income taxes accrued 513
Taxes other than income taxes (2) 511
-------- --------
DEFERRED CREDITS:
Accumulated deferred income taxes (279)
-------
TOTAL CAPITALIZATION AND LIABILITIES $21,477
=======
A-34
<PAGE>
GEORGIA CAPITAL
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
Interest Income $9,279
Less: Preferred Distributions 9,000
Other Expenses 8
NET INCOME 271
EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1995 289
------
EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1996 $ 560
======
A-35
<PAGE>
GEORGIA CAPITAL
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
OPERATING ACTIVITIES:
Net income $271
Change in current assets and current liabilities (271)
NET CHANGE IN CASH $ 0
======
A-36
<PAGE>
GEORGIA CAPITAL
BALANCE SHEET AT DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
ASSETS
INVESTMENTS $103,100
CURRENT ASSETS:
Interest receivable 560
---------
TOTAL ASSETS $103,660
=========
CAPITALIZATION
CAPITALIZATION:
Miscellaneous paid-in capital $3,100
Retained earnings 560
------ $ 3,660
--------
Preferred securities 100,000
--------
Total Capitalization 103,660
--------
TOTAL CAPITALIZATION $103,660
========
A-37
<PAGE>
GEORGIA TRUST I
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
Interest Income $6,142
Less: Preferred Distributions 5,958
Other Expenses 50
------
NET INCOME 134
EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1995 0
------
EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1996 $ 134
======
A-38
<PAGE>
GEORGIA TRUST I
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
OPERATING ACTIVITIES:
Net income $ 134
Change in current assets and current liabilities (134)
---------
INVESTING ACTIVITIES:
Junior subordinated notes issued to parent (231,959)
FINANCING ACTIVITIES:
Preferred securities 225,000
Advances from parent 6,959 231,959
---------- --------
NET CHANGE IN CASH $ 0
========
A-39
<PAGE>
GEORGIA TRUST I
BALANCE SHEET AT DECEMBER 31, 1996
(Consolidated in Parent, GEORGIA)
(Unaudited)
(in thousands)
ASSETS
INVESTMENTS $231,959
CURRENT ASSETS:
Interest receivable 134
--------
TOTAL ASSETS $232,093
========
CAPITALIZATION
CAPITALIZATION:
Miscellaneous paid-in capital $6,959
Retained earnings 134 $ 7,093
--------
Preferred securities 225,000
--------
TOTAL CAPITALIZATION $232,093
========
A-40
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings):
Exhibit
Number Description of Exhibit
A-1 Annual Report of SOUTHERN on Form 10-K for the year ended
December 31, 1996. (File No. 1-3526.)
A-2 Annual Report of ALABAMA on Form 10-K for the year ended
December 31, 1996. (File No. 1-3164.)
A-3 Annual Report of GEORGIA on Form 10-K for the year ended
December 31, 1996. (File No. 1-6468.)
A-4 Annual Report of GULF on Form 10-K for the year ended
December 31, 1996 (File No. 0-2429.)
A-5 Annual Report of MISSISSIPPI on Form 10-K for the year
ended December 31, 1996. (File No. 0-6849.)
A-6 Annual Report of SAVANNAH on Form 10-K for the year ended
December 31, 1996. (File No. 1-5072.)
A-7 Annual Report on Form U-13-60 for SEI for the year ended
December 31, 1996.
B-1 Composite Certificate of Incorporation of SOUTHERN,
reflecting all amendments thereto through January 5, 1994.
(Designated in Registration No. 33-3546, as Exhibit 4(a),
in Certificate of Notification, File No. 70-7341, as
Exhibit A and in Certificate of Notification, File No.
70-8181, as Exhibit A.)
B-2 By-laws of SOUTHERN as amended effective October 21, 1991,
and as presently in effect. (Designated in Form U-1, File
No. 70-8181, as Exhibit A-2.)
B-3 Charter of ALABAMA and amendments thereto through October
14, 1994. (Designated in Registration No. 2-59634 as Exhibit
2(b), in Registration No. 2-60209 as Exhibit 2(c), in
Registration No. 2-60484 as Exhibit 2(b), in Registration
No. 2-70838 as Exhibit 4(a)-2, in Registration No. 2-85987
as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit
4(a)-2, in Registration No. 33-43917 as Exhibit 4(a)-2, in
Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit
4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as
Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No.
1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated
November 16, 1993, File No. 1-3164, as Exhibit 4(a) and in
Certificate of Notification, File No. 70-8191, as Exhibit
A.)
B-4 By-laws of ALABAMA as amended effective July 23, 1993, and
as presently in effect. (Designated in Form U-1, File No.
70-8191, as Exhibit A-2.)
A-41
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-5 Charter of GEORGIA and amendments thereto through
October 25, 1993. (Designated in Registration No.
2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913
as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No.
2-93039 as Exhibit 4(a)-(2), in Registration No.
2-96810 as Exhibit 4(a)(2), in Registration No. 33-141
as Exhibit 4(a)(2), in Registration No. 33-1359 as
Exhibit 4(a)(2), in Registration No. 33-5405 as Exhibit
4(b)(2), in Registration No. 33-14367 as Exhibits
4(b)-2 and 4(b)-3, in Registration No. 33-22504 as
Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA's
Form 10-K for the year ended December 31, 1991, File
No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in
Registration No. 33-48895, as Exhibits 4(b)-(2) and
4(b)-(3), in Form 8-K dated December 10, 1992, File No.
1-6468, as Exhibit 4(b), in Form 8-K dated June 17,
1993, File No. 1-6468, as Exhibit 4(b) and in Form 8-K
dated October 20, 1993, File No. 1-6468, as Exhibit
4(b).)
B-6 By-laws of GEORGIA as amended effective July 18, 1990, and
as presently in effect. (Designated in GEORGIA's Form 10-K
for the year ended December 31, 1990, File No. 1-6468, as
Exhibit 3.)
B-7 Restated Articles of Incorporation of GULF and amendments
thereto through November 8, 1993. (Designated in
Registration No. 33-43739 as Exhibit 4(b)-1), in Form 8-K
dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in
Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit
4(b)-2, in Form 8-K dated September 22, 1993, File No.
0-2429, as Exhibit 4 and in Form 8-K dated November 3, 1993,
File No. 0-2429, as Exhibit 4.)
B-8 By-laws of GULF as amended effective July 26, 1996, and as
presently in effect. (Designated in Form U-1, File No.
70-8949, as Exhibit A-2(c).)
B-9 Articles of incorporation of MISSISSIPPI, articles of merger
of Mississippi Power Company (a Maine corporation) into
MISSISSIPPI and articles of amendment to the articles of
incorporation of MISSISSIPPI through August 19, 1993.
(Designated in Registration No. 2-71540 as Exhibit 4(a)-1,
in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in
Registration No. 33-49320 as Exhibit 4(b)-1, in Form 8-K
dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2
and 4(b)-3 in Form 8-K dated August 4, 1993, File No.
0-6849, as Exhibit 4(b)-3 and in Form 8-K dated August 18,
1993, File No. 0-6849, as Exhibit 4(b)-3.)
B-10 By-laws of MISSISSIPPI as amended effective April 2, 1996,
and as presently in effect.(Designated in Form U5S for
1995, File No. 30-222-2, as Exhibit B-10.)
A-42
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-11 Charter of SAVANNAH and amendments thereto through November
10, 1993. (Designated in Registration No. 33-25183 as
Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit
4(b)-(2) and in Form 8-K dated November 9, 1993, File No.
1-5072 as Exhibit 4(b).)
B-12 By-laws of SAVANNAH as amended effective February
16, 1994, and as presently in effect. (Designated
in SAVANNAH's Form 10-K for the year ended
December 31, 1993, File No. 1-5072, as Exhibit
3(f)2.)
B-13 SEGCO Certificate of Incorporation as amended to date, last
amended November 29, 1966. (Designated in Forms U-1, File
No. 70-3480, as Exhibit A-5, File No. 70-3630, as Exhibit
A-6, File Nos. 70-3738 and 70-3842, as Exhibit A-8(b);
Registration No. 2-18084 as Exhibit 3(a)-2 and First
Certificate of Notification, File No. 70-3945, as Exhibit
A.)
B-14 SEGCO By-laws as amended to date, last amended
July 10, 1986. (Designated in Form U5S for the
year ended December 31, 1990, as Exhibit B-14.)
B-15 SCS Certificate of Incorporation as amended. (Designated in
Form U-1, File No. 70-3573, as Exhibit A-1; in Form U-1,
File No. 70-3833, as Exhibit A-2; Form U5S for 1962, File
No. 30-222-2, as Exhibit A-17; and Form U5S for 1985, File
No. 30-222-2, as Exhibit B-13(b).)
B-16 SCS By-laws as amended to date, last amended February 20,
1995. (Designated in Form U5S for 1994, File No. 30-222-2,
as Exhibit B-16)
B-17 Alabama Property Company Certificate of Incorporation.
(Designated in Form U-5B, File No. 30-115, as Exhibit B-29.)
B-18 Alabama Property Company By-laws. (Designated in Form U-5B,
File No. 30-115, as Exhibit B-30.)
B-19 Piedmont-Forrest Corporation Articles of Incorporation and
amendments thereto through August 31, 1987. (Designated in
Form U-1, File No. 70-6135, as Exhibit A-1 and in Form U5S
for 1987, File No. 30-222-2, as Exhibit B-21.)
B-20 Piedmont-Forrest Corporation By-laws as presently in effect.
(Designated in Form U-1, File No. 70-6135, as Exhibit A-2.)
A-43
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-21 Articles of Incorporation of SEI and amendments thereto.
(Designated in Form U5S for 1982, File No. 30-222-2, as
Exhibit A-19 and in Form U5S for 1987, File No. 30-222-2, as
Exhibit B-24.)
B-22 Certificate of Amendment of Articles of Incorporation of
Southern Electric International, Inc. changing name to SEI.
B-23 By-laws of SEI as amended to date, last amended February 20,
1997.
B-24 Articles of Incorporation of MESH and amendments thereto.
(Designated in Form U5S for 1995, File No. 30-222-2, as
Exhibit B-23.)
B-25 By-laws of MESH. (Designated in Form U5S for 1995, File No.
30-222-2, as Exhibit B-24.)
B-26 Articles of Incorporation of Southern Development and
amendments thereto through March 25, 1993. (Designated in
Form U5S for 1985, File No. 30-222-2, as Exhibit B-23, in
Form U5S for 1987, File No. 30-222-2, as Exhibit B-27 and in
Form U5S for 1993, File No. 30-222-2, as Exhibit B-25.)
B-27 By-laws of Southern Development. (Designated in Form U5S for
1985, File No. 30-222-2, as Exhibit B-24.)
B-28 By-laws of SOUTHERN NUCLEAR as amended to date, last amended
May 21, 1991. Designated in Form U5S for 1991, File No.
30-222-2, as Exhibit B-27.)
B-29 Articles of Incorporation of SOUTHERN NUCLEAR and amendment
thereto through June 14, 1991. (Designated in Form U5S for
1991, File No. 30-222-2, as Exhibit B-28.)
B-30 Certificate of Incorporation of SERC. (Designated in Form
U5S for 1993, File No. 30-222-2, as Exhibit B-30
B-31 By-laws of SERC. (Designated in Form U5S for 1993, File No.
30-222-2, as Exhibit B-31.)
B-32 Certificate of Incorporation of SOUTHERN COMMUNICATIONS.
(Designated in Form U5S for 1994, File No. 30-222-2, as
Exhibit B-31)
B-33 By-laws of SOUTHERN COMMUNICATIONS. (Designated in Form U5S
for 1994, File No. 30-222-2, as Exhibit B-32)
A-44
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-34 Certificate of Incorporation of SEIH. (Designated in Form
U5S for 1993, File No. 30-222-2, as Exhibit B-32.)
B-35 By-laws of SEIH. (Designated in Form U5S for 1993, File No.
30-222-2, as Exhibit B-33.)
B-36 Certificate of Incorporation of SEIH-III. (Designated in
Form U5S for 1993, File No. 30-222-2, as Exhibit B-34.)
B-37 By-laws of SEIH-III. (Designated in Form U5S for 1993, File
No. 30-222-2, as Exhibit B-35.)
B-38 Certificate of Incorporation of Southern Electric
International - Europe, Inc. and amendments thereto.
(Designated in Form U5S for 1995, File No.30-222-2, as
Exhibit B-37.)
B-39 By-laws of Southern Electric International - Europe, Inc.
(Designated in Form U5S for 1995, File No. 30-222-2, as
Exhibit B-38.)
B-40 Certificate of Incorporation of Southern Energy North
America, Inc. (Designated in Form U5S for 1993, File No.
30-222-2, as Exhibit B-38.)
B-41 Certificate of Amendment of Certificate of Incorporation of
Southern Electric Wholesale Generators, Inc. changing name
to Southern Energy North America Inc.
B-42 By-laws of Southern Energy North America, Inc. (Designated
in Form U5S for 1993, File No. 30-222-2, as Exhibit B-39.)
B-43 Certificate of Incorporation of SEIH-VIII. (Designated in
Form U5S for 1994, File No. 30-222-2, as Exhibit B-41)
B-44 By-laws of SEIH-VIII. (Designated in Form U5S for 1994, File
No. 30-222-2, as Exhibit B-42)
B-45 Certificate of Incorporation of Southern Electric
International Trinidad, Inc. and amendments thereto.
(Designated in Form U5S for 1995, File No. 30-222-2, as
Exhibit B-43.)
B-46 By-laws of Southern Electric International Trinidad, Inc.
(Designated in Form U5S for 1995, File No. 30-222-2, as
Exhibit B-44.)
B-47 Certificate of Incorporation of SEIH-X. (Designated in Form
U5S for 1994, File No. 30-222-2, as Exhibit B-45)
B-48 By-laws of SEIH-X. (Designated in Form U5S for 1994, File
No. 30-222-2, as Exhibit B-46)
A-45
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-49 Certificate of Incorporation of SEIH-XI. (Designated in Form
U5S for 1994, File No. 30-222-2, as Exhibit B-47)
B-50 By-laws of SEIH-XI. (Designated in Form U5S for 1994, File
No. 30-222-2, as Exhibit B-48)
B-51 Articles of Organization of MESCO and amendments thereto.
(Designated in Form U5S for 1995, File No. 30-222-2, as
Exhibit B-49.)
B-52 Operating Agreement of MESCO. (Designated in Form U5S for
1995, File No. 30-222-2, as Exhibit B-50.)
B-53 Certificate of Incorporation of Southern Electric, Inc.
(Designated in Form U5S for 1994, File No. 30-222-2, as
Exhibit B-51)
B-54 By-laws of Southern Electric, Inc. (Designated in Form U5S
for 1994, File No. 30-222-2, as Exhibit B-52)
B-55 Certificate of Incorporation of GEORGIA POWER HOLDINGS.
(Designated in Form U5S for 1994, File No. 30-222-2, as
Exhibit B-53)
B-56 By-laws of GEORGIA POWER HOLDINGS. (Designated in Form U5S
for 1994, File No. 30-222-2, as Exhibit B-54)
B-57 Certificate of Limited Partnership of GEORGIA CAPITAL.
(Designated in Form U5S for 1994, File No. 30-222-2, as
Exhibit B-55)
B-58 Amended and Restated Agreement of Limited Partnership of
GEORGIA CAPITAL. (Designated in Form U5S for 1994, File No.
30-222-2, as Exhibit B-56)
B-59 Action of General Partner of GEORGIA CAPITAL dated December
9, 1994. (Designated in Form U5S for 1994, File No.
30-222-2, as Exhibit B-57)
B-60 Certificate of Incorporation of Southern Energy
International, Inc. (Designated in Form U5S for 1995, File
No. 30-222-2, as Exhibit B-58.)
B-61 Certificate of Amendment of Certificate of Incorporation of
SEI Newco 1 changing name to Southern Energy International,
Inc.
B-62 By-laws of Southern Energy International, Inc.
B-63 Certificate of Incorporation of Southern Energy - Newco 2,
Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as
Exhibit B-60.)
B-64 Certificates of Amendment of Certificate of Incorporation of
SEI Newco 2 changing name to Southern Energy - Newco 2, Inc.
A-46
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
B-65 By-laws of Southern Energy - Newco 2, Inc.
B-66 By-Laws of Southern Energy Finance Company, Inc
B-67 Certificate of Incorporation of EPZ Lease, Inc.
B-68 By-laws of EPZ Lease, Inc.
B-69 Certificate of Formation of EPZ Lease, L.L.C.
B-70 Certificate of Formation of EPZ Lease Holding A, L.L.C.
B-71 Articles of Organization of EPZ Lease Holding A, L.L.C.
B-72 Certificate of Formation of EPZ Lease Holding B, L.L.C.
B-73 Articles of Organization of EPZ Lease Holding B, L.L.C.
B-74 Certificate of Formation of EPZ Lease Holding C, L.L.C.
B-75 Articles of Organization of EPZ Lease Holding C, L.L.C.
C-1 Indenture dated as of January 1, 1942, between ALABAMA and
The Chase Manhattan Bank (formerly Chemical Bank), as
Trustee, and indentures supplemental thereto through that
dated as of December 1, 1994. (Designated in Registration
Nos. 2-59843 as Exhibit 2(a)-2, 2-60484 as Exhibits 2(a)-3
and 2(a)-4, 2-60716 as Exhibit 2(c), 2-67574 as Exhibit
2(c), 2-68687 as Exhibit 2(c), 2-69599 as Exhibit 4(a)-2,
2-71364 as Exhibit 4(a)-2, 2-73727 as Exhibit 4(a)-2,
33-5079 as Exhibit 4(a)-2, 33-17083 as Exhibit 4(a)-2,
33-22090 as Exhibit 4(a)-2, in ALABAMA's Form 10-K for the
year ended December 31, 1990, File No. 1-3164, as Exhibit
4(c), in Registration Nos. 33-43917 as Exhibit 4(a)-2,
33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit 4(a)-2,
33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20,
1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated
February 17, 1993, File No. 1-3436, as Exhibit 4(a)-3, in
Form 8-K dated March 10, 1993, File No. 1-3436, as Exhibit
4(a)-3, in Certificate of Notification, File No. 70-8069, as
Exhibits A and B, in Form 8-K dated June 24, 1993, File No.
1-3436, as Exhibit 4, in Certificate of Notification, File
No. 70-8069, as Exhibit A, in Form 8-K dated November 16,
1993, File No. 1-3436, as Exhibit 4(b), in Certificate of
Notification, File No. 70-8069, as Exhibits A and B, in
Certificate of Notification, File No. 70-8069, as Exhibit A,
in Certificate of Notification, File No. 70-8069, as Exhibit
A and in Form 8-K dated November 30, 1994, File No. 1-3436,
as Exhibit 4.)
A-47
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
C-2 Indenture dated as of March 1, 1941, between GEORGIA and The
Chase Manhattan Bank (formerly Chemical Bank), as Trustee,
and indentures supplemental thereto dated as of March 1,
1941, March 3, 1941 (3 indentures), March 6, 1941 139
indentures), March 1, 1946 (88 indentures) and December 1,
1947, through October 15, 1995. (Designated in Registration
Nos. 2-4663 as Exhibits B-3 and B-3(a), 2-7299 as Exhibit
7(a)-2, 2-61116 as Exhibit 2(a)-3 and 2(a)-4, 2-62488 as
Exhibit 2(a)-3, 2-63393 as Exhibit 2(a)-4, 2-63705 as
Exhibit 2(a)-3, 2-68973 as Exhibit 2(a)-3, 2-70679 as
Exhibit 4(a)-(2), 2-72324 as Exhibit 4(a)-2, 2-73987 as
Exhibit 4(a)-(2), 2-77941 as Exhibits 4(a)-(2) and 4(a)-(3),
2-79336 as Exhibit 4(a)-(2), 2-81303 as Exhibit 4(a)-(2),
2-90105 as Exhibit 4(a)-(2), 33-5405 as Exhibit 4(a)-(2),
33-14367 as Exhibits 4(a)-(2) and 4(a)-(3), 33-22504 as
Exhibits 4(a)-(2), 4(a)-(3) and 4(a)-(4), 33-32420 as
Exhibit 4(a)-(2), 33-35683 as Exhibit 4(a)-(2), in GEORGIA's
Form 10-K for the year ended December 31, 1990, File No.
1-6468, as Exhibit 4(a)(3), in Form 10-K for the year ended
December 31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in
Registration No. 33-48895 as Exhibit 4(a)-(2), in Form 8-K
dated August 26, 1992, File No. 1-6468, as Exhibit 4(a)-(3),
in Form 8-K dated September 9, 1992, File No. 1-6468, as
Exhibits 4(a)-(3) and 4(a)-(4), in Form 8-K dated September
23, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-A
dated October 12, 1992, as Exhibit 2(b), in Form 8-K dated
January 27, 1993, File No. 1-6468, as Exhibit 4(a)-(3), in
Registration No. 33-49661 as Exhibit 4(a)-(2), in Form 8-K
dated July 26, 1993, File No. 1-6468, as Exhibit 4, in
Certificate of Notification, File No. 70-7832, as Exhibit M,
in Certificate of Notification, File No. 70-7832, as Exhibit
C, in Certificate of Notification, File No. 70-7832, as
Exhibits K and L, in Certificate of Notification, File No.
70-8443, as Exhibit C, in Certificate of Notification, File
No. 70-8443, as Exhibit C, in Certificate of Notification,
File No. 70-8443, as Exhibit E, in Certificate of
Notification, File No. 70-8443, as Exhibit E, in Certificate
of Notification, File No. 70-8443, as Exhibit E, in
GEORGIA's Form 10-K for the year ended December 31, 1994,
File No. 1-6468, as Exhibits 4(c)2 and 4(c)3, in Certificate
of Notification, File No. 70-8443, as Exhibit C, in
Certificate of Notification, File No. 70-8443, as Exhibit C,
in Form 8-K dated May 17, 1995, File No. 1-6468, as Exhibit
4 and in GEORGIA's Form 10-K for the year ended December 31,
1995, File No. 1-6468, as Exhibits 4(c)2, 4(c)3, 4(c)4,
4(c)5 and 4(c)6.)
C-3 Indenture dated as of June 1, 1994, between GEORGIA and
Trust Company Bank, as Trustee and indenture supplemental
thereto dated December 15, 1994. (Designated in Certificate
of Notification, File No. 70-8461 as Exhibits E and F.)
A-48
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
C-4 Indenture dated as of September 1, 1941, between GULF and
The Chase Manhattan Bank (formerly The Chase Manhattan Bank
(National Association)), as Trustee, and indentures
supplemental thereto through November 1, 1996. (Designated
in Registration Nos. 2-4833 as Exhibit B-3, 2-62319 as
Exhibit 2(a)-3, 2-63765 as Exhibit 2(a)-3, 2-66260 as
Exhibit 2(a)-3, 33-2809 as Exhibit 4(a)-2, 33-43739 as
Exhibit 4(a)-2, in GULF's Form 10-K for the year ended
December 31, 1991, File No. 0-2429, as Exhibit 4(b), in Form
8-K dated August 18, 1992, File No. 0-2429, as Exhibit
4(a)-3, in Registration No. 33-50165 as Exhibit 4(a)-2, in
Form 8-K dated July 12, 1993, File No. 0-2429, as Exhibit 4,
in Certificate of Notification, File No. 70-8229, as Exhibit
A, in Certificate of Notification, File No. 70-8229, as
Exhibits E and F, in Form 8-K dated January 17, 1996, File
No. 0-2429, as Exhibit 4, in Certificate of Notification,
File No. 70-8229, as Exhibit A, in Certificate of
Notification, File No. 70-8229, as Exhibit A and in Form 8-K
dated November 6, 1996, File No. 0-2429, as Exhibit 4.)
C-5 Indenture dated as of September 1, 1941, between MISSISSIPPI
and Bankers Trust Company, as Successor Trustee, and
indentures supplemental thereto through December 1, 1995.
(Designated in Registration Nos. 2-4834 as Exhibit B-3,
2-62965 as Exhibit 2(b)-2, 2-66845 as Exhibit 2(b)-2,
2-71537 as Exhibit 4(a)-(2), 33-5414 as Exhibit 4(a)-(2),
33-39833 as Exhibit 4(a)-2, in MISSISSIPPI's Form 10-K for
the year ended December 31, 1991, File No. 0-6849, as
Exhibit 4(b), in Form 8-K dated August 5, 1992, File No.
0-6849, as Exhibit 4(a)-2, in Second Certificate of
Notification, File No. 70-7941 as Exhibit I, in
MISSISSIPPI's Form 8-K dated February 26, 1993, File No.
0-6849, as Exhibit 4(a)-2, in Certificate of Notification,
File No. 70-8127, as Exhibit A, in Form 8-K dated June 22,
1993, File No. 0-6849, as Exhibit 1, in Certificate of
Notification, File No. 70-8127, as Exhibit A, in Form 8-K
dated March 8, 1994, File No. 0-6849, as Exhibit 4, in
Certificate of Notification, File No. 70-8127, as Exhibit C
and in Form 8-K dated December 5, 1995, File No. 0-6849, as
Exhibit 4.)
C-6 Indenture dated as of March 1, 1945, between SAVANNAH and
Bank of New York, New York, as Trustee, and indentures
supplemental thereto through May 1, 1996. (Designated in
Registration Nos. 33-25183 as Exhibit 4(a)-(1), 33-41496 as
Exhibit 4(a)-(2), 33-45757 as Exhibit 4(a)-(2), in
SAVANNAH's Form 10-K for the year ended December 31, 1991,
File No. 1-5072, as Exhibit 4(b), in Form 8-K dated July 8,
1992, File No. 1-5072, as Exhibit 4(a)-3, in Registration
No. 33-50587 as Exhibit 4(a)-(2), in Form 8-K dated July 22,
1993, File No. 1-5072, as Exhibit 4, in Form 8-K dated May
18, 1995, File No. 1-5072, as Exhibit 4 and in Form 8-K
dated May 23, 1996, File No. 1-5072, as Exhibit 4.)
A-49
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
D-1 Income Tax Allocation Agreement and Amendments 1 through 31
thereto. (Designated in Form U5S for 1981, File No.
30-222-2, as Exhibit A-21, in Form U5S for 1982, File No.
30-222-2, as Exhibit A-22(b), in Form U5S for 1982, File No.
30-222-2, as Exhibit A-22(c), in Form U5S for 1983, File No.
30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No.
30-222-2, as Exhibit D-1(e), in Amendment No. 1 to Form U5S
for 1985, File No. 30-222-2, as Exhibit D-1(f) in Form U5S
for 1987, File No. 30-222-2, as Exhibit D-2, in Form U5S for
1991, File No. 30-222-2, as Exhibit D-2 and in Form U5S for
1992, File No. 30-222-2, as Exhibit D-2, in Form U5S for
1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for
1994, File No. 30-222-2, as Exhibit D-2 and in Form U5S for
1995, File No. 30-222-2, as Exhibit D-2.)
D-2 Amendments 32 through 42 to Income Tax Allocation Agreement.
E-1 ALABAMA's, GEORGIA's, GULF's, MISSISSIPPI's, SCS's and
SOUTHERN NUCLEAR's personnel policies pertaining to employee
loans. (Designated in Form U5S for 1985, File No. 30-222-2,
as Exhibits E-1, E-2, E-3, E-4 and E-5, in Form U5S, File
No. 30-222-2, for 1987 as Exhibit E-2, in Form U5S for 1990,
File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991,
File No. 30-222-2, as Exhibits E-2 and E-3, in Form U5S for
1992, File No. 30-222-2, as Exhibit E-2 in Form U5S for
1993, File No. 30-222-2, as Exhibit E-2, in Form U5S for
1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for
1994, File No. 30-222-2, as Exhibit E-2 and in Form U5S for
1995, File No. 30-222-2, as Exhibit E-2.)
G-1 ALABAMA's Financial Data Schedule. (Designated in Form 8-K
dated February 12, 1997, File No. 1-3164, as Exhibit 27.)
G-2 GEORGIA's Financial Data Schedule. (Designated in Form 8-K
dated February 12, 1997, File No. 1-6468, as Exhibit 27.)
G-3 GULF's Financial Data Schedule. (Designated in Form 8-K
dated February 12, 1997, File No. 0-2429, as Exhibit 27.)
G-4 MISSISSIPPI's Financial Data Schedule. (Designated in Form
8-K dated February 12, 1997, File No. 0-6849, as Exhibit
27.)
G-5 SAVANNAH's Financial Data Schedule. (Designated in Form 8-K
dated February 12, 1997, File No. 1-5072, as Exhibit 27.)
G-6 SOUTHERN system's consolidated Financial Data Schedule.
(Designated in Form 8-K dated February 12, 1997, File No.
1-3526, as Exhibit 27.)
H Organizational chart.
A-50
<PAGE>
EXHIBITS.
Exhibits (including reference to previous filings): (Continued)
Exhibit
Number Description of Exhibit
I Financial statements relating to certain exempt
wholesale generators and foreign utility
companies.
Exhibits listed above which have heretofore been filed with the SEC
pursuant to various Acts administered by the SEC, and which were designated as
noted above, are hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
A-51
[DESCRIPTION] EXHIBIT A-7
MODIFIED
Form U-13-60
ANNUAL REPORT
For The Period
Beginning January 1, 1996 and Ending December 31, 1996
To The
U.S. SECURITIES AND EXCHANGE COMMISSION
Of
SOUTHERN ENERGY, INC.
(Exact Name of Reporting Company)
A Subsidiary Company
Date of Incorporation July 29, 1981. If not incorporated
Date of Organization______________
State or Sovereign Power under which Incorporated or Organized
State of Delaware
Location of Principal Executive Offices of Reporting Company
900 Ashwood Parkway, Suite 500
Atlanta, GA 30338
Report filed pursuant to File Number 70-6599
Name, title, and address of officer to
whom correspondence concerning this report should be addressed:
James A. Ward V. President & Controller 900 Ashwood Parkway, Suite 500
(Name) (Title) (Address)
Name of Principal Holding Company under which Reporting Company is
Organized:
THE SOUTHERN COMPANY
<PAGE>
1
INSTRUCTIONS FOR THE USE OF MODIFIED FORM U-13-60
1. Time of Filing - - Annual Report essentially in the form of U-13-60 shall be
filed appended to Form U5S, Annual Report of the Parent and Associate Companies
Pursuant to the Public Utility Holding Company Act of 1935. Form U5S is required
to be filed by May 1.
2. Number of Copies - - Each annual report shall be filed in duplicate. The
company should prepare and retain at least one extra copy for itself in case
correspondence with reference to the report becomes necessary.
3. Definitions - - Definitions contained in Instruction 01-8 to the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within the modified
Form U-13-60.
4. Organization Chart - - The company shall submit with each annual report a
copy of its current organization chart.
<PAGE>
<TABLE>
<CAPTION>
2
<S> <C> <C>
_____________________________________________________________________________________________________
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
_____________________________________________________________________________________________________
Description of Schedules and Accounts Schedule or Page
Account Number Number
_____________________________________________________________________________________________________
COMPARATIVE BALANCE SHEET Schedule I 3-4
COMPANY PROPERTY Schedule II 5
ACCUMULATED PROVISIONS FOR DEPRECIATION AND AMORTIZATION OF COMPANY
PROPERTY Schedule III 6
INVESTMENTS Schedule IV 7
ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES Schedule V 8
MISCELLANEOUS DEFERRED DEBITS Schedule IX 9
PROPRIETARY CAPITAL Schedule XI 10
LONG TERM DEBT Schedule XII 11
CURRENT AND ACCRUED LIABILITIES Schedule XIII 12
NOTES TO FINANCIAL STATEMENTS Schedule XIV 13
COMPARATIVE INCOME STATEMENT Schedule XV 14
ANALYSIS OF BILLING-ASSOCIATE COMPANIES Account 457 15
ANALYSIS OF BILLING-NONASSOCIATE COMPANIES Account 458 16
SCHEDULE OF EXPENSE BY DEPARTMENT OR FUNCTION Schedule XVII 17-18
DEPARTMENTAL ANALYSIS OF SALARIES Account 920 19
DISPOSITION OF INTELLECTUAL PROPERTY Account 928 20
MISCELLANEOUS GENERAL EXPENSES Account 930.2 21
TAXES OTHER THAN INCOME TAXES Account 408 22
DONATIONS Account 426.1 23
OTHER DEDUCTIONS Account 426.5 24
NOTES TO STATEMENT OF INCOME Schedule XVIII 25
OUTSIDE SERVICES EMPLOYED Schedule XIX 26
ORGANIZATION CHART 27-28
_____________________________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
3
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
_____________________________________________________________________________________________________
SCHEDULE 1 - COMPARATIVE BALANCE SHEET
Give balance sheet of the Company as of December 31 of the current and prior year. (Note: Amounts
are in thousands of dollars)
_____________________________________________________________________________________________________
ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31
_____________________________________________________________________________________________________
CURRENT PRIOR
----------- ---------
COMPANY PROPERTY
101 Company Property (Schedule II) 8,742 8,815
107 Construction work in progress (Schedule II) - -
----------- ----------
Total Property 8,742 8,815
----------- ----------
108 Less accumulated provision for depreciation and amortization
of company property (Schedule III) (4,465) (4,572)
----------- ----------
Net Company Property 4,277 4,243
----------- ----------
INVESTMENTS
123 Investments in associate companies - -
124 Other Investments (Schedule IV) 626 665
----------- ----------
Total Investments 626 665
----------- ----------
CURRENT AND ACCRUED ASSETS
131 Cash 7,558 21,798
134 Special deposits 594 1,144
135 Working funds 108 35
136 Temporary cash investments (Schedule IV) - -
141 Notes Receivable 75 35
143 Accounts Receivable 14,255 8,288
144 Accumulated provision for uncollectable accounts (288) (283)
146 Accounts receivable from associate companies (Schedule V) 27,837 26,122
152 Fuel stock expenses undistributed - -
154 Materials and supplies - -
163 Stores expenses undistributed - -
165 Prepayments 235 328
174 Miscellaneous current and accrued assets 6,773 2,319
----------- ----------
Total Current and Accrued Assets 57,147 59,786
----------- ----------
DEFERRED DEBITS
181 Unamortized debt expense - -
184 Clearing accounts - -
186 Miscellaneous deferred debits (Schedule IX) (143) 109
188 Research, development, or demonstration expenditures - -
190 Accumulated deferred income taxes 26,930 14,055
----------- ---------
Total Deferred Debits 26,787 14,164
----------- ----------
----------- ----------
TOTAL ASSETS AND OTHER DEBITS 88,837 78,858
___________________________________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
4
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
____________________________________________________________________________________________________________
SCHEDULE I - COMPARATIVE BALANCE SHEET
____________________________________________________________________________________________________________
ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31
____________________________________________________________________________________________________________
CURRENT PRIOR
_______________ ____________
PROPRIETARY CAPITAL
------------------
201 Common stock issued (Schedule XI) 100 100
211 Miscellaneous paid-in capital (Schedule XI) 130,799 101,932
215 Appropriated retained earnings (Schedule XI) - -
216 Unappropriated retained earnings (Schedule XI) (128,478) (101,919)
--------------- -------------
Total Proprietary Capital 2,421 113
--------------- -------------
LONG TERM DEBT
--------------
223 Advances from associate companies (Schedule XII) - -
224 Other long-term debt (Schedule XII) - -
225 Unamortized premium on long-term debt - -
226 Unamortized discount on long-term debt-debit - -
-------------- --------------
Total long-term debt - -
-------------- --------------
CURRENT AND ACCRUED LIABILITIES
-------------------------------
231 Notes Payable - -
232 Accounts payable 9,029 13,387
233 Notes payable to associate companies (Schedule XIII)
- -
234 Accounts payable to associate companies
(Schedule XIII) 22,519 6,811
236 Taxes accrued 156 190
237 Interest accrued - -
238 Dividends declared - -
241 Tax collections payable 7 4
242 Miscellaneous current and accrued liabilities
(Schedule XIII) 54,201 56,962
-------------- --------------
Total current and accrued liabilities 85,912 77,354
-------------- --------------
DEFERRED CREDITS
----------------
253 Other deferred credits 504 1,391
255 Accumulated deferred investment tax credits - -
-------------- --------------
Total Deferred Credits 504 1,391
-------------- --------------
282 ACCUMULATED DEFERRED INCOME TAXES - -
---------------------------------
-------------- --------------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL
88,837 78,858
_____________________________________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
5
ANNUAL REPORT OF SOUTHERN ENERGY , INC.
For the Year Ended December 31, 1996
______________________________________________________________________________________________________________________________
SCHEDULE II - COMPANY PROPERTY
______________________________________________________________________________________________________________________________
START OF YEAR RETIRED OR OTHER END OF YEAR
DESCRIPTION BALANCE ADDITION SOLD CHANGES BALANCE
______________________________________________________________________________________________________________________________
COMPANY PROPERTY
Account
301 ORGANIZATION 9 - - (2) 7
303 MISCELLANEOUS INTANGIBLE PLANT 1,568 - 773 - 795
304 LAND AND LAND RIGHTS - - - - -
305 STRUCTURES AND IMPROVEMENTS - - - - -
306 LEASEHOLD IMPROVEMENTS 1/ 858 51 - - 909
307 EQUIPMENT 1/ , 2/ 4,391 1,859 661 (610) 4,979
308 OFFICE FURNITURE AND EQUIPMENT 1,840 227 - (151) 1,916
1/
309 AUTOMOBILES, OTHER VEHICLES AND RELATED
GARAGE EQUIPMENT 149 26 39 - 136
310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - -
311 OTHER COMPANY PROPERTY 3/ - - - - -
________________________________________________________________________
SUB-TOTAL 8,815 2,163 1,473 (763) 8,742
________________________________________________________________________
107 CONSTRUCTION WORK IN PROGRESS 4/ - - - - -
.
________________________________________________________________________
TOTAL 8,815 2,163 1,473 (763) 8,742
________________________________________________________________________
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
Purchase of computer hardware: $ 1,118
Purchase of File Servers (SETMI) 579
Purchase of Software Licenses: 161
Purchase of office furniture: 227
Retirement of computer equipment and software: 1,434
Transfer to Southern Energy Trading & Marketing 761 (Equipment $610 & Furniture $151)
2/ SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF
EQUIPMENT ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:
_______________________________________________________________________________________________________________________________
SUBACCOUNT DESCRIPTION ADDITIONS BALANCE AT CLOSE OF YEAR
_______________________________________________________________________________________________________________________________
Computer Software - 795
Computer Hardware 1,858 4,979
_______________________________________________________________________________________________________________________________
3/ DESCRIBE OTHER COMPANY PROPERTY:
Not Applicable
4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS:
Not Applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
6
ANNUAL REPORT OF SOUTHERN ENERGY , INC.
For the Year Ended December 31, 1996
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
__________________________________________________________________________________________________________________________________
CHARGED OTHER
TO CHANGES
START OF ACCOUNT ADD (DEDUCT) END OF YEAR
YEAR 403 /2 RETIREMENTS BALANCE
DESCRIPTION BALANCE
__________________________________________________________________________________________________________________________________
COMPANY PROPERTY
Account
301 ORGANIZATION - - - - -
303 MISCELLANEOUS INTANGIBLE PLANT
1,209 114 773 - 550
304 LAND AND LAND RIGHTS - - - - -
305 STRUCTURES AND IMPROVEMENTS
- - - - -
306 LEASEHOLD IMPROVEMENTS 235 161 - - 396
307 EQUIPMENT 2,534 778 661 110 2,761
308 OFFICE FURNITURE AND FIXTURES
498 154 - (2) 650
309 AUTOMOBILES, OTHER VEHICLES AND
RELATED GARAGE EQUIPMENT
96 28 16 - 108
310 AIRCRAFT AND AIRPORT EQUIPMENT
- - - - -
311 OTHER COMPANY PROPERTY
- - - - -
--------- ---------- ----------- ---------- ----------
TOTAL 4,572 1,235 1,450 108 4,465
__________________________________________________________________________________________________________________________________
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
Retirement of computer equipment and software: $1,434
2/ Depreciation expense of $11, included on Schedule XV is related to Vienna and is charged to Southern Energy's depreciation
expense but instead of accumulated depreciation, it is charged directly against the asset account balance.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
7
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
_____________________________________________________________________________________________________
SCHEDULE IV - INVESTMENTS
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
INSTRUCTIONS: Complete the following schedule concerning investments. Under account 124, "Other
Investments", state each investment separately, with description, including the
name of issuing company, number of shares or principal
amount, etc.
_____________________________________________________________________________________________________
BALANCE AT
BEGINNING OF BALANCE AT CLOSE
DESCRIPTION YEAR OF YEAR
_______________________________________________________________________________________________________
ACCOUNT 124 - OTHER INVESTMENT
Investment in Mobile Energy Services Co. , LLC 665 626
-------------------- --------------------
TOTAL 665 626
______________________________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
8
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
____________________________________________________________________________________________________________________
SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
INSTRUCTIONS: Complete the following schedule listing accounts receivable from each associate company. Where the
company has provided accommodation or convenience payments for associate companies, a separate listing
of total payments for each associate by subaccount should be provided.
______________________________________________________________________________________________________________________
BALANCE AT
BEGINNING OF BALANCE AT
DESCRIPTION YEAR CLOSE OF YEAR
______________________________________________________________________________________________________________________
ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM
ASSOCIATE COMPANIES:
Joint Venture - -
Alabama Power Co. 3 99
Georgia Power Co. - 1
Southern Company Services 611 516
The Southern Co. 8,000 -
Southern Energy North America, Inc. - 26
SEI Birchwood, Inc. - 338
SEI Holdings, Inc. 38 14
Associadios 10 17
Southern Energy-Newco2, Inc. 113 555
Electricidad 10 15
Hidroelectric Alicura, S.A. - 216
Mobile Energy Services Company (MESCO) 6,007 419
Mobile Energy Services Holding (MESH) 21 522
Southern Energy Trading and Marketing, Inc. 591 4,076
Edelnor 1,566 1,518
SEI Chile S.A. 60 -
Southern Electric International Trinidad, Inc. 660 338
Birchwood Power Partners 1,344 11,455
SEI Hawaii Cogenerators 49 818
Southern Electric, Inc. 3 3
Southern Electric Holdings X 8 -
Southern Electric Holdings VIII 29 -
Electrica SEI Chile Limitada 498 503
Inversiones SEI Chile Limitada 306 310
Southern Investments Holding UK 124 -
Southern Investments UK plc 10 1,843
South Western Electricity plc 506 361
Southern Electric Bahamas Holding, Ltd. 1,265 481
Beteiligungs GmbH 141 595
Southern Electric Europe, Inc. 4,149 795
SEI Europe, Limited - 1,682
Greenhost, Inc. - 220
Southern Electric Bahamas Limited - 101
------------- -----------------------------------------
TOTAL 26,122 27,837
______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: TOTAL PAYMENTS
------------------------------------
Not Applicable -
------------------------------------
TOTAL PAYMENTS -
______________________________________________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
9
ANNUAL REPORT OF SOUTHERN ENERGY , INC.
For the year Ended December 31, 1996
___________________________________________________________________________________________________
SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS
___________________________________________________________________________________________________
___________________________________________________________________________________________________
INSTRUCTION: Provide detail of items in this account. Items less than $10,000 may be grouped by
class showing the number of items in each class.
___________________________________________________________________________________________________
BALANCE AT
BEGINNING OF
DESCRIPTION YEAR BALANCE AT
CLOSE OF YEAR
___________________________________________________________________________________________________
ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS 1\
109 (143)
------------------- -------------------
TOTAL 109 (143)
___________________________________________________________________________________________________
1\ Miscellaneous Deferred Debits: $ (143) for Income Tax Advances, "VAT" credit, &
Withholdings (Operadora).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
10
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
_______________________________________________________________________________________________________________________________
SCHEDULE XI
PROPRIETARY CAPITAL
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
NUMBER OF
SHARES PAR OR STATED
ACCOUNT NUMBER CLASS OF STOCK AUTHORIZED VALUE PER SHARE OUTSTANDING CLOSE OF PERIOD
NO. OF SHARES TOTAL AMOUNT
201 COMMON STOCK ISSUED 1,000 $100 1,000 100
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing
the general nature of transactions which give rise to the reported
amounts.
_______________________________________________________________________________________________________________________________
D E S C R I P T I O N AMOUNT
_______________________________________________________________________________________________________________________________
ACCOUNT 211 MISC. PAID IN CAPITAL 130,799
ACCOUNT 215 APPROPRIATED RETAINED EARNINGS
TOTAL 129,899
_______________________________________________________________________________________________________________________________
BALANCE AT
BEGINNING OF
YEAR NET INCOME OR BALANCE AT CLOSE OF
D E S C R I P T I O N (LOSS) 1/ DIVIDENDS PAID YEAR
_______________________________________________________________________________________________________________________________
ACCOUNT 216 UNAPPROPRIATED RETAINED EARNINGS (101,919) (26,559) - (128,478)
__________________________________________________________________
TOTAL (101,919) (26,559) - (128,478)
_______________________________________________________________________________________________________________________________
1/ The actual net income from operations was ($26,562). Also, a currency translation adjustment of $3 was reflected in the Net
Income / (Loss), which is not income but a contra equity account.
</TABLE>
<PAGE>
<TABLE>
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11
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
__________________________________________________________________________________________________________________________________
SCHEDULE XII
LONG-TERM DEBT
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
INSTRUCTIONS: Advances from parent and associate companies should be reported separately for advances on notes, and advances on
open accounts. Names of associate companies from which advances were received shall be shown under the class and
series of obligation column. For Account 224 - Other Long Term Debt provide the name of creditor company or
organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding.
__________________________________________________________________________________________________________________________________
N A M E O F C R E D I T O R
BALANCE
TERMS OF OBLIG BALANCE AT AT
CLASS & SERIES DATE OF INTEREST AMOUNT BEGINNING (1) CLOSE OF
OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS DEDUCTIONS YEAR
___________________________________________________________________________________________________________________________________
ACCOUNT 223 - ADVANCES FROM PARENT
AND ASSOCIATE COMPANIES: - - - -
ACCOUNT 224 - OTHER LONG -TERM DEBT:
Not Applicable
__________________________________________________________________________________________
TOTAL - - - -
___________________________________________________________________________________________________________________________________
(1) GIVE AN EXPLANATION OF DEDUCTIONS:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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12
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
______________________________________________________________________________________________________________
SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give
description and amount of miscellaneous current and accrued liabilities. Items less
than $10,000 may be grouped, showing the number of items in each group.
______________________________________________________________________________________________________________
BALANCE AT BALANCE AT CLOSE OF
BEGINNING OF YEAR YEAR
D E S C R I P T I O N
______________________________________________________________________________________________________________
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES:
THE SOUTHERN COMPANY - -
____________________________________________
TOTAL - -
______________________________________________________________________________________________________________
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES :
Alabama Power Company 436 8
Georgia Power Company 1,127 689
Southern Company Services 674 675
Mobile Energy Services, Inc. - 1
SEI Europe, Limited - 403
Hidroelectric Alicura, S.A. 406 -
Birchwood Power Partners 3,291 20,372
South Western Electricity plc 14 337
Mobile Energy Services Co., LLC 850 -
SEI Birchwood 3 -
SEI Holdings, Inc. - 34
Southern Enterprises 10 -
____________________________________________
TOTAL 6,811 22,519
______________________________________________________________________________________________________________
ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES:
Accrued Pensions 3,904 4,566
Employee Garnishments W/H - (1)
Employee Flex Care 10 11
Accrued Post Retirement Medical 4,421 4,937
Accrued Bonuses - Home Office 2,930 4,246
Accrued Bonuses - Plant 138 256
Accrued Officers Incentives 677 1,653
Accrued Incentive Payable 899 699
Employee Group Insurance Premiums Withheld 13 14
Billing in Excess of Cost on Uncompleted Contracts 40,982 34,443
1/
Vacation Clearing Current/Prior Year 1,472 1,873
Loss Provision - Macon Kraft 1,477 1,477
ESP and ESOP - -
MESCO Insurance / Union Dues 29 -
Miscellaneous 10 27
____________________________________________
TOTAL 56,962 54,201
______________________________________________________________________________________________________________
1/ Primarily represents billings relating to the Birchwood Construction project.
</TABLE>
<PAGE>
<TABLE>
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13
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
__________________________________________________________________________________________________________
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
INSTRUCTIONS: The space below is provided for important notes regarding the financial statements
or any accounts thereof. Furnish particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to financial statements shown
elsewhere in this report may be indicated here by reference.
__________________________________________________________________________________________________________
An audit was not performed on Southern Energy, Inc. as of year ending December 31, 1996. Therefore the
notes to financial statements are not applicable for this filing. For notes to financial statements on years
other than the current year, please refer to filings
prior of December 31, 1996.
</TABLE>
<PAGE>
<TABLE>
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14
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
______________________________________________________________________________________________________________
SCHEDULE XV
STATEMENT OF INCOME
_____________________________________________________________________________________________________________
CURRENT YEAR PRIOR YEAR
ACCOUNT D E S C R I P T I O N
______________________________________________________________________________________________________________
INCOME
457 Charges rendered to associate companies - -
458 Services rendered to non-associate companies 70,339 181,218
421 Miscellaneous income or loss 710 722
__________________________________________
Total Income 71,049 181,940
EXPENSES
920 Salaries and wages 19,921 22,682
921 Office supplies and expenses 7,715 6,612
922 Administrative expense transferred - credit (8,316) (4,317)
923 Outside services employed 73,125 157,401
924 Property insurance 317 423
925 Injuries and damages 205 303
926 Employee pensions and benefits 8,262 7,495
928 Disposition of intellectual property - -
930.1 General advertising expense 110 37
930.2 Miscellaneous general expenses 1,204 777
931 Rents 2,012 2,048
932 Maintenance of structures and equipment 1,340 13,459
403 Depreciation and amortization expense 1,246 1,107
408 Taxes other than income taxes 4,086 3,917
409 Income taxes (1,721) (6,077)
410 Provision for deferred income taxes (10,264) (1,189)
411 Provision for deferred income taxes - credit (1,837) (3,667)
411.5 Investment tax credit - -
Foreign taxes 112 168
426.1 Donations 61 1,008
426.5 Other deductions 2 4
427 Interest on long-term debt 31 249
430 Interest on debt to associate companies - -
431 Other interest expense - -
_________________________________________
Total Expense 97,611 202,440
_________________________________________
Net Income or (Loss) (26,562) (20,500)
______________________________________________________________________________________________________________
INSTRUCTION: Provide a schedule briefly describing types of intercompany transactions.
TRANSACTIONS WITH ASSOCIATE COMPANIES
SEI has agreements with Southern Company Services, Inc. and each of the system operating companies under which
those companies provide the following services to SEI at cost: general engineering, design engineering, accounting
and statistical, rates, budgeting, business promotion and public relations, systems and procedures, training,
administrative, and financial services. In addition to these services, certain facilities of the system companies
are made available to SEI and its customers.
The service company and operating companies provide technical direction and management of the services provided to
SEI and its customers. SEI reimburses the service company and operating companies at cost for these services.
</TABLE>
<PAGE>
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
__________________________________________________________________________
ANALYSIS OF BILLINGS
CHARGES FOR INTELLECTUAL PROPERTY TO
ASSOCIATE COMPANIES
ACCOUNT 457
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
TOTAL
NAME OF ASSOCIATE COMPANY AMOUNT
BILLED
- --------------------------------------------------------------------------
Not Applicable
______________________
TOTAL -
_______________________________________________________________________________
<PAGE>
<TABLE>
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16
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
_______________________________________________________________________________________________________________________________
ANALYSIS OF BILLING
NON-ASSOCIATE COMPANIES
ACCOUNT 458
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
DESCRIPTION TOTAL COST EXCESS OR DEFICIENCY TOTAL AMOUNT BILLED
_______________________________________________________________________________________________________________________________
Consulting & Engineering 1/ 5,127 878 6,005
Information Systems - - -
Nuclear - - -
Franchises & Other - - -
Operations 11,425 1,509 12,934
Project Management 243 (243) -
Construction 39,806 10,106 49,912
Pooled Inventory Management (PEICO) - - -
Good Cents - - -
_______________________________________________________________________
TOTAL 56,601 12,250 68,851
_______________________________________________________________________________________________________________________________
INSTRUCTION: Provide a brief description of the sales and services rendered by category in accordance with your sales and
service contracts and list the amounts applicable per category.
_______________________________________________________________________________________________________________________________
1/ Consulting & Engineering includes Revenues and Costs relative to the Virgin Islands Storm Restoration project as a result
of Hurricane Marilyn. The totals for 1996 are as follows:
Costs 1,923
Excess / Efficiency 932
------
Amount Billed 2,855
</TABLE>
<PAGE>
<TABLE>
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17
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ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
_______________________________________________________________________________________________________________________________
SCHEDULE XVII
SCHEDULE OF EXPENSE DISTRIBUTION
BY DEPARTMENT OR SERVICE FUNCTION
_______________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________
D E S C R I P T I O N OF I T E M S D E P A R T M E N T OR S E R V I C E F U N C T I O N
TOTAL
AMOUNT OVERHEAD SEI Operadora Asia GmbH
_______________________________________________________________________________________________________________________________
920 SALARIES AND WAGES 19,921 19,883 - 38 -
921 OFFICE SUPPLIES AND EXPENSES 7,715 7,679 - 36 -
922 ADMIN EXP TRANSFERRED - CREDIT (8,316) (8,316) - - -
923 OUTSIDE SERVICES EMPLOYED 73,125 72,851 266 8 -
924 PROPERTY INSURANCE 317 317 - - -
925 INJURIES AND DAMAGES 205 205 - - -
926 EMPLOYEE PENSIONS AND BENEFITS 8,262 8,262 - - -
928 DISPOSITION OF INTELLECTUAL PROP. - - - - -
930.1 GENERAL ADVERTISING EXPENSE 110 110 - - -
930.2 MISCELLANEOUS GENERAL EXPENSE 1,204 472 - 2 730
931 RENTS 2,012 1,616 - 396 -
932 MAINTENANCE OF STRUCTURES & EQUIP 1,340 1,340 - - -
403 DEPRECIATION & AMORTIZATION EXP 1,246 1,206 - 40 -
408 TAXES OTHER THAN INCOME TAX 4,086 4,086 - - -
409 INCOME TAXES (1,721) (1,721) - - -
410 PROVISION FOR DEFERRED INCOME TAX (10,264) (10,264) - - -
411 PROV DEFERRED INCOME TAX-CREDIT (1,837) (1,837) - - -
FOREIGN TAXES 112 - 112 - -
411.5 INVESTMENT TAX CREDIT - - - - -
426.1 DONATIONS 61 61 - - -
426.5 OTHER DEDUCTIONS 2 2 - - -
427 INTEREST ON LONG TERM DEBT 31 31 - - -
430 INTEREST ON DEBT TO ASSOCIATE CO. - - - - -
431 OTHER INTEREST EXPENSE - - - - -
_____________________________________________________________________________________________________________________________
INSTRUCTION: Indicate each department or
service function.
(See instruction 01-3 Gen'l Structure of
Acc'ting Structure System System: Uniform
System Account. TOTAL EXPENSES 97,611 95,983 378 520 730
_______________________________________________________________________________________________________________________________
</TABLE>
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18
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
____________________________________________________________________________________________________________
SCHEDULES OF EXPENSE DISTRIBUTION
BY DEPARTMENT OR FUNCTION
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
ACCOUNT NUMBER D E P A R T M E N T O R F U N C T I O N
____________________________________________________________________________________________________________
922
923
924
925
926
928
930.1
930.2
931
932
403
408
409
410
411
411.5
426.1
426.5
427
430
431
___________________________________________________________________________________________________________
</TABLE>
<PAGE>
19
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
______________________________________________________________________________
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
______________________________________________________________________________
NAME OF DEPARTMENT OR SERVICE FUNCTION SALARY NUMBER
EXPENSE PERSONNEL
______________________________________________________________________________
Indicate each department or service function. TOTAL AMOUNT END OF YEAR
______________________________________________________________________________
SOUTHERN ENERGY, INC. 19,921 414
______________________
TOTAL 19,921 414
______________________________________________________________________________
<PAGE>
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20
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
_________________________________________________________________________________________________
DISPOSITION OF INTELLECTUAL PROPERTY
ACCOUNT 928
_________________________________________________________________________________________________
_________________________________________________________________________________________________
INSTRUCTIONS: Provide a listing of the amount included in Account 928, "Disposition of
Intellectual Property", classifying such expenses by associate company receiving
compensation for Disposition of Intellectual Property.
_________________________________________________________________________________________________
A S S O C I A T E C O M P A N Y AMOUNT
_________________________________________________________________________________________________
Not Applicable
__________________________
TOTAL -
_________________________________________________________________________________________________
</TABLE>
<PAGE>
21
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
______________________________________________________________________________
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
______________________________________________________________________________
______________________________________________________________________________
INSTRUCTIONS: Provide a listing of the amount in Account 930.2, "Miscellaneous
General Expenses", classifying such expenses according to their
nature. Payments and expenses permitted by Section 321 (b) (2)
of the Federal Election Campaign Act, as amended by Public Law
94-283 in 1976 (2 U.S.C.S. 441 (b) (2) shall be separately
classified.
______________________________________________________________________________
D E S C R I P T I O N AMOUNT
______________________________________________________________________________
Dues and Memberships 51
Miscellaneous General Expense 1,051
Bad Debt Expense 102
__________________
TOTAL 1,204
______________________________________________________________________________
<PAGE>
22
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
______________________________________________________________________________
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
______________________________________________________________________________
______________________________________________________________________________
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than
Income Taxes". Separate the analysis into two groups: (1) other
than U.S. Government taxes, and (2) U.S. Government taxes.
Specify each of the various kinds of taxes and show the amounts
thereof. Provide a subtotal for each class of tax.
______________________________________________________________________________
K I N D O F T A X AMOUNT
______________________________________________________________________________
Other than U.S. Government:
State Unemployment 99
Real Estate and Personal Property 62
Other State and Local Taxes and Licenses 417
Sales Tax 145
Argentina Withholding Tax expense -
Chile Withholding Tax expense 1,252
Mexico Expatriate Social Security Tax - Employer -
Australia Expatriate Income tax - Employer -
Puerto Rico Income Tax - Employee Differential -
Austria Income Tax - Employee Differential 86
Use Tax -
Expatriate Taxes 349
________________
Subtotal 2,410
________________
U. S. Government:
FICA - Employers Portion 1,644
FUTA 32
________________
Subtotal 1,676
________________
________________
TOTAL 4,086
______________________________________________________________________________
<PAGE>
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23
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
________________________________________________________________________________________________
DONATIONS
ACCOUNT 426.1
________________________________________________________________________________________________
________________________________________________________________________________________________
INSTRUCTIONS: Provide a listing of the amount included in Account 426.1
"Donations", classifying such expenses by its purpose. The
aggregate number and amount of all items less than $3,000 may
be shown in lieu of details.
________________________________________________________________________________________________
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT
________________________________________________________________________________________________
26 Items (Less than $3,000 each) Employer Gift Matching Contributions 1
Howard University College of Medicine For University Chairman 10
Vision, Inc. Canarias Naturalez Calida Project 30
Freeport Power Company Limited Carilec Hurricane Fund 7
Alexander-Tharpe Fund Olympic Facility Campaign Pledge 7
Carter Center Corporate Partner in Jimmy Carter Winter 6
Weekend
________________
TOTAL 61
________________________________________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
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24
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
__________________________________________________________________________________________________
OTHER DEDUCTIONS
ACCOUNT 426.5
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
INSTRUCTIONS: Provide a listing of the amount included in Account 426.5 "Other Deductions",
classifying such expenses according to their nature.
__________________________________________________________________________________________________
AMOUNT
D E S C R I P T I O N NAME OF PAYEE BILLED
__________________________________________________________________________________________________
State & Local - Penalties /Fines Puerto Rico Department of Treasury 2
Federal - Penalties / Fines -
___________________
TOTAL 2
__________________________________________________________________________________________________
</TABLE>
<PAGE>
25
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
_______________________________________________________________________________
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
_______________________________________________________________________________
_______________________________________________________________________________
INSTRUCTIONS: The space below is provided for important notes regarding the
statement of income or any account thereof. Furnish particulars
as to any significant increase in services rendered or expenses
incurred during the year. Notes relating to financial statements
shown elsewhere in this report may be indicated here by
reference.
_______________________________________________________________________________
NOT APPLICABLE
_______________________________________________________________________________
<PAGE>
26
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31,1996
_______________________________________________________________________________
SCHEDULE XIX
OUTSIDE SERVICES EMPLOYED 923
_______________________________________________________________________________
_______________________________________________________________________________
INSTRUCTIONS: Provided below is a break down of outside services employed.
_______________________________________________________________________________
1996 1995
---- ----
Legal Fees 8,377 6,231
Accounting and Audit Fees 152 582
Alabama Power Company 548 1,969
Georgia Power Company 2,932 3,334
Gulf Power Company 125 190
Mississippi Power Company 137 103
Southern Company Services 7,897 9,732
Savannah Electric Company 198 129
Southern Development & Investment Group 190 -
Other Outside Companies 1\ 52,569 135,131
Joint Venture SEI/Daniel - -
____________________________
TOTAL 73,125 157,401
_______________________________________________________________________________
1\ Detail of Other Outside Companies for 1996 is as follows:
Engineering 68
Underwriter Fees 5,727
Computer consulting 30
Temporary office services 404
Consulting (non financial) 9,491
Construction subcontractors (Birchwood) 34,584
Other plant operations 4
Financial consulting 177
Operadora expenses 266
Stateline equity contract buyout 1,638
Asia expenses 8
Other 172
------
TOTAL 52,569
<PAGE>
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27
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
ORGANIZATION CHART OF SOUTHERN ENERGY, INC.
Tom Boren/President and CEO
S. Marce Fuller / Senior Vice President, North America Division
Steve Gillis / Financial Director
Randy Harrison / Director Project Development
Joe Pokalsky / Vice President, Energy Trading & Marketing
Roger Benefield/Business Unit Manager, Stateline
Dick Koch / Business Unit Manager, Mobile
Tom Dorsey / Business Unit Manager, Birchwood
Tom Black / Director, Operations
Raymond D. Hill / Senior Vice President Corporate Services Division and Chief Financial Officer
Tommy Chisholm / Vice President and Corporate Secretary
Vance Booker / Vice President, Administration
J.R. Harris / Vice President, External Affairs
Bill Maner, III / Vice President
Karl Olsoni / Vice President and Treasurer
James Ward / Vice President and Controller
Richard Pershing / Senior Vice President, International Division
David Gallaspy / Vice President, Business Development
Kim Heinz / Manager, Market Evaluation
Gale Klappa / President and CEO, South Western Electricity plc
Tom Allen / Manager, Economic Development
Chuck Whitney / President and CEO, SEI Europe, Inc.
Bill Holden / Vice President, Operations & Development
Bob Richwine / Chief Consultant
Bob Sears / Project Director
Dave Dunbar / Manager, Consulting Services
Barney Rush / Vice President, SEI Europe, Inc.
Ron Leggett / Vice President, International Operations
ORGANIZATION CHART OF SEI OPERADORA DE ARGENTINA, S.A.
J. William Holden, III/ President of the Board
Mariano F. Grondona/Secretary of the Board
</TABLE>
<PAGE>
ANNUAL REPORT OF SOUTHERN ENERGY, INC.
For the Year Ended December 31, 1996
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935 and in accordance with release numbers 22132, and order number 70-6599,
dated July 17, 1981, the undersigned company has duly caused this report to be
signed on its behalf by the undersigned officer thereunto duly authorized.
SOUTHERN ENERGY, INC.
(Name of Reporting Company
By: /s/ James A. Ward
(Signature of Signing Officer)
James A. Ward, Controller
(Printed Name and Title of Signing Officer)
Date: April 28, 1997
<PAGE>
SIGNATURE
The undersigned registered holding company has duly caused this
annual report to be signed on its behalf by the undersigned thereunto
duly authorized pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
THE SOUTHERN COMPANY
Date: April 30, 1997 By /s/ W. L. Westbrook
-------------------------
W. L. Westbrook
Financial Vice President,
Chief Financial Officer, and
Treasurer
Exhibit B-22
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SOUTHERN ELECTRIC INTERNATIONAL, INC.
SOUTHERN ELECTRIC INTERNATIONAL, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation") hereby certifies:
FIRST: That the Board of Directors of the Corporation duly adopted the
following resolution proposing and declaring advisable the amendment to the
heading and Article I of the Certificate of Incorporation of the Corporation
described therein:
RESOLVED, That the name of the Corporation be changed from
SOUTHERN ELECTRIC INTERNATIONAL, INC. to SOUTHERN ENERGY, INC., and, to
effect such change, the heading and Article I of the Articles of
Incorporation of the Corporation be amended, insofar as they refer to
the name of the Corporation, to read SOUTHERN ENERGY, INC. in lieu of
SOUTHERN ELECTRIC INTERNATIONAL, INC.
SECOND: That the sole shareholder of the Corporation has given its
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officers to execute this Certificate as of this day of , 1996.
SOUTHERN ELECTRIC INTERNATIONAL, INC.
By:
Its:
Attest:
Its:
Exhibit B-23
Amended February 20, 1997
BY-LAWS
OF
SOUTHERN ENERGY, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the city of Atlanta, State of Georgia, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the
second Tuesday of May if not a legal holiday, and if a legal holiday, then on
the secular day following, at 10:00 A.M., or at such other date and time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting.
Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman, the chairman of the executive
committee, or by the president and shall be called by the president or secretary
at the request in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
At all elections of directors of the corporation each stockholder
having voting power shall be entitled to exercise the right of cumulative voting
as provided in the certificate of incorporation.
<PAGE>
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than three nor more than fifteen. The first board shall
consist of seven directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
chairman, the chairman of the executive committee, or president on two days'
notice to each director, if by mail, or one day's notice if given by telegram or
personal communication by telephone or otherwise; special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of one-third of the directors, in which case special meetings
shall be called by the president or secretary in like manner and on like notice
on the written request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 12. The board of directors may, and upon request by the
holder of the outstanding shares of the capital stock of the corporation shall,
by resolution passed by a majority of the whole board in office designate at
least two directors, including the chairman of the executive committee, to
constitute an executive committee, to hold office from their designation until
the first meeting of the board of directors following the next annual meeting of
shareholders. The committee may establish rules of procedure for the conduct of
its business, and the chairman of the executive committee shall act as chairman.
During the intervals between meetings of the board, the executive committee
shall have and may exercise all the powers of the board of directors in the
management of the property and the business of the corporation (except those
powers prohibited committees of the board as designated in Section 11. of this
Article), and shall have power to authorize the seal of the corporation to be
affixed to all instruments that may require it; and the specific authority in
the by-laws for the executive committee to exercise a particular power shall not
be construed as a limitation upon the authority of the committee to exercise the
powers of the board in all other instances; but the board of directors may from
time to time limit the exercise of such powers by the committee. Vacancies in
the membership of the committee shall be filled by the board of directors; but
the chairman of the executive committee may fill such vacancies pending the
action of the board of directors.
Section 13. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
<PAGE>
REMOVAL OF DIRECTORS
Section 15. Unless otherwise restricted by the certificate of
incorporation or by-law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these by-laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a president and a secretary. The board of
directors may also choose a chairman, a chairman of the executive committee, and
one or more vice-presidents and assistant secretaries. Any number of offices may
be held by the same person, unless the certificate of incorporation or these
by-laws otherwise provide. The chairman and the chairman of the executive
committee shall be chosen from among the directors but the other officers need
not be directors.
Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose the officers.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salary of the president of the corporation
shall be fixed by the board of directors and the salaries of the other officers
of the corporation shall be fixed by the president.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
CHAIRMAN OF THE EXECUTIVE COMMITTEE
Section 6. The chairman of the executive committee shall be in
charge of the formation of the general policies of the corporation, shall, in
the absence of a chairman preside at all meetings of shareholders, shall preside
at all meetings of the executive committee, and shall have and may exercise all
powers and duties specified herein or incident to the position of chairman of
the executive committee and such other powers and duties as may be assigned to
him from time to time by the board of directors or by the executive committee.
During any period for which a chairman of the executive committee has not been
elected by the board of directors the powers and duties of the chairman of the
executive committee specified herein shall, subject to the board of directors
and the executive committee, devolve upon and be exercised by the president.
THE PRESIDENT
Section 7. The president shall be the chief executive officer
of the corporation, shall, in the absence of a chairman or a chairman of the
executive committee, preside at all meetings of the stockholders and in the
absence of a chairman preside at all meetings of the board of directors, shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the board of directors are carried into
effect.
Section 8. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE CHAIRMAN
Section 9. The chairman shall preside at all meetings of the
stockholders and the board of directors and shall have such other duties and
responsibilities as may from time to time be assigned to him by the board of
directors.
THE VICE-PRESIDENTS
Section 10. In the absence of the president or in the event of
his inability or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 11. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have the authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 12. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation, by
the chairman or vice-chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
Certificates may be issued for partly paid shares and in such
case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor,
and the amount paid thereon shall be specified.
If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
<PAGE>
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
<PAGE>
SEAL
Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION AND RELATED MATTERS
Section 7. Each person who is or was a director of the
corporation or officer or employee of the corporation holding one or more
positions of management through and inclusive of Project Managers and Business
Development Managers (but not positions below the level of such managers) (such
positions being hereinafter referred to as "Management Positions") and who was
or is a party or was or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director of the corporation or officer or employee of the corporation holding
one or more Management Positions, or is or was serving at the request of the
corporation as a director, alternate director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the corporation as a
matter of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all claims,
judgments, fines, penalties, liabilities and amounts paid in settlement actually
incurred by him in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The indemnification
provided by this section shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 8. Expenses (including attorneys' fees) incurred by a
director of the corporation or officer or employee of the corporation holding
one or more Management Positions with respect to the defense of any such claim,
action, suit or proceeding may be advanced by the corporation prior to the final
disposition of such claim, action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking by or on
behalf of such person to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the corporation
under these by-laws or otherwise; provided, however, that the advancement of
such expenses shall not be deemed to be indemnification unless and until it
shall ultimately be determined that such person is entitled to be indemnified by
the corporation.
Section 9. The corporation may purchase and maintain insurance
at the expense of the corporation on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or any person who is or
was serving at the request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability or expense under these by-laws or otherwise.
Section 10. Without limiting the generality of the foregoing
provisions, no present or future director or officer of the corporation, or his
heirs, executors, or administrators, shall be liable for any act, omission,
step, or conduct taken or had in good faith, which is required, authorized, or
approved by any order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any federal or state statute or
municipal ordinance regulating the corporation or its parent by reason of their
being holding or investment companies, public utility companies, public utility
holding companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense on the
grounds of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities incurred by
him or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or had in
good faith as in this paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and attorneys'
fees.
Section 11. The foregoing rights shall not be exclusive of any
other rights to which any such director or officer or employee may otherwise be
entitled and shall be available whether or not the director or officer or
employee continues to be a director or officer or employee at the time of
incurring any such expenses and liabilities.
Section 12. If any word, clause or provision of the by-laws or
any indemnification made under Article VII hereof shall for any reason be
determined to be invalid, the provisions of the by-laws shall not otherwise be
affected thereby but shall remain in full force and effect. The masculine
pronoun, as used in the by-laws, means the masculine and feminine wherever
applicable.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed
or new by-laws may be adopted by the stockholders or by the board of directors,
when such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
Exhibit B-41
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation") hereby certifies:
FIRST: That the Board of Directors of the Corporation duly adopted the
following resolution proposing and declaring advisable the amendment to the
heading and Section I of the Certificate of Incorporation of the Corporation
described therein:
RESOLVED: That the name of the Corporation be changed from SOUTHERN
ELECTRIC WHOLESALE GENERATORS, INC. to SOUTHERN ENERGY NORTH AMERICA, INC.,
and, to effect such change, the heading and Section I of the Certificate of
Incorporation of the Corporation be amended, insofar as they refer to the
name of the Corporation, to read SOUTHERN ENERGY NORTH AMERICA, INC. in
lieu of SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
SECOND: That the sole shareholder of the Corporation has given its
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officers to execute this Certificate as of this 25th day of October, 1996.
SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC.
By:
Its: Secretary
Attest:
Its: Assistant Secretary
Exhibit B-61
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEI NEWCO 1, INC.
SEI NEWCO 1, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation") hereby certifies:
FIRST: That the Board of Directors of the Corporation duly adopted a
resolution proposing and declaring advisable the following amendment to the
heading and Article I of the Certificate of Incorporation of the Corporation:
RESOLVED, That the name of the Corporation be changed from SEI
NEWCO 1, INC. to SOUTHERN ENERGY INTERNATIONAL, INC., and, to effect
such change, the heading and Article I of the Articles of Incorporation
of the Corporation be amended, insofar as they refer to the name of the
Corporation, to read SOUTHERN ENERGY INTERNATIONAL, INC. in lieu of SEI
NEWCO 1, INC.
SECOND: That the sole shareholder of the Corporation has given its
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officers to execute this Certificate as of this 8th day of October, 1996.
SEI NEWCO 1, INC.
By:
Its: President
Attest:
Its: Vice President
Exhibit B-62
BY-LAWS
OF
SOUTHERN ENERGY INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such places as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meeting of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make , at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in any agreement among shareholders as permitted under the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1) nor more than seven (7). The initial board
shall consist of two (2) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorship resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filing any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on 2 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be at a minimum a president, secretary and treasurer. The
board of directors may also choose one or more vice-presidents, assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the corporation or
officer or employee of the corporation holding one or more positions of
management through and inclusive of Project Managers and Business Development
Managers (but not positions below the level of such managers) (such positions
being hereinafter referred to as "Management Positions") and who was or is a
party or was or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director of the corporation or officer or employee of the corporation holding
one or more Management Positions, or is or was serving at the request of the
corporation as a director, alternate director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the corporation as a
matter of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all claims,
judgments, fines, penalties, liabilities and amounts paid in settlement actually
incurred by him in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The indemnification
provided by this section shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by a director
of the corporation or officer or employee of the corporation holding one or more
Management Positions with respect to the defense of any such claim, action, suit
or proceeding may be advanced by the corporation prior to the final disposition
of such claim, action, suit or proceeding, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be determined
that such person is entitled to be indemnified by the corporation under these
by-laws or otherwise; provided, however, that the advancement of such expenses
shall not be deemed to be indemnification unless and until it shall ultimately
be determined that such person is entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain insurance at the
expense of the corporation on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or any person who is or was
serving at the request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability or expense under these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing provisions,
no present or future director or officer of the corporation, or his heirs,
executors, or administrators, shall be liable for any act, omission, step, or
conduct taken or had in good faith, which is required, authorized, or approved
by any order or orders issued pursuant to the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any federal or state statute or municipal
ordinance regulating the corporation or its parent by reason of their being
holding or investment companies, public utility companies, public utility
holding companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense on the
grounds of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities incurred by
him or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or had in
good faith as in this paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and attorneys'
fees.
Section 5. The foregoing rights shall not be exclusive of any other
rights to which any such director or officer or employee may otherwise be
entitled and shall be available whether or not the director or officer or
employee continues to be a director or officer or employee at the time of
incurring any such expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws or any
indemnification made under Article VII hereof shall for any reason be determined
to be invalid, the provisions of the by-laws shall not otherwise be affected
thereby but shall remain in full force and effect. The masculine pronoun, as
used in the by-laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly adopted by the
Board of Directors of the Corporation on October 8, 1996.
Tommy Chisholm
Secretary
Exhibit B-64
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEI NEWCO 2, INC.
SEI NEWCO 2, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation") hereby certifies:
FIRST: That the Board of Directors of the Corporation duly adopted a
resolution proposing and declaring advisable the following amendment to the
heading and Article I of the Certificate of Incorporation of the Corporation:
RESOLVED, That the name of the Corporation be changed from SEI
NEWCO 2, INC. to SOUTHERN ENERGY, INC., and, to effect such change, the
heading and Article I of the Articles of Incorporation of the
Corporation be amended, insofar as they refer to the name of the
Corporation, to read SOUTHERN ENERGY, INC. in lieu of SEI NEWCO 2, INC.
SECOND: That the sole shareholder of the Corporation has given its
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officers to execute this Certificate as of this 10th day of September, 1996.
SEI NEWCO 2, INC.
By:
Its:
Attest:
Its:
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SOUTHERN ENERGY, INC.
SOUTHERN ENERGY, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation") hereby certifies:
FIRST: That the Board of Directors of the Corporation duly adopted the
following resolution proposing and declaring advisable the amendment to the
heading and Article I of the Certificate of Incorporation of the Corporation
described therein:
RESOLVED, That the name of the Corporation be changed from
SOUTHERN ENERGY, INC. to SOUTHERN ENERGY - NEWCO 2, INC., and, to
effect such change, the heading and Article I of the Articles of
Incorporation of the Corporation be amended, insofar as they refer to
the name of the Corporation, to read SOUTHERN ENERGY - NEWCO 2, INC. in
lieu of SOUTHERN ENERGY, INC.
SECOND: That the sole shareholder of the Corporation has given its
written consent to said amendment in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its duly authorized
officers to execute this Certificate as of this 15th day of October, 1996.
SOUTHERN ENERGY, INC.
Attest: By:
Its: Its:
Exhibit B-65
BY-LAWS
OF
SOUTHERN ENERGY - NEWCO 2, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such places as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meeting of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make , at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in any agreement among shareholders as permitted under the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1) nor more than seven (7). The initial board
shall consist of two (2) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorship resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filing any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on 2 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be at a minimum a president, secretary and treasurer. The
board of directors may also choose one or more vice-presidents, assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the corporation or
officer or employee of the corporation holding one or more positions of
management through and inclusive of Project Managers and Business Development
Managers (but not positions below the level of such managers) (such positions
being hereinafter referred to as "Management Positions") and who was or is a
party or was or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director of the corporation or officer or employee of the corporation holding
one or more Management Positions, or is or was serving at the request of the
corporation as a director, alternate director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the corporation as a
matter of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all claims,
judgments, fines, penalties, liabilities and amounts paid in settlement actually
incurred by him in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The indemnification
provided by this section shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by a director
of the corporation or officer or employee of the corporation holding one or more
Management Positions with respect to the defense of any such claim, action, suit
or proceeding may be advanced by the corporation prior to the final disposition
of such claim, action, suit or proceeding, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be determined
that such person is entitled to be indemnified by the corporation under these
by-laws or otherwise; provided, however, that the advancement of such expenses
shall not be deemed to be indemnification unless and until it shall ultimately
be determined that such person is entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain insurance at the
expense of the corporation on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or any person who is or was
serving at the request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability or expense under these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing provisions,
no present or future director or officer of the corporation, or his heirs,
executors, or administrators, shall be liable for any act, omission, step, or
conduct taken or had in good faith, which is required, authorized, or approved
by any order or orders issued pursuant to the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any federal or state statute or municipal
ordinance regulating the corporation or its parent by reason of their being
holding or investment companies, public utility companies, public utility
holding companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense on the
grounds of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities incurred by
him or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or had in
good faith as in this paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and attorneys'
fees.
Section 5. The foregoing rights shall not be exclusive of any other
rights to which any such director or officer or employee may otherwise be
entitled and shall be available whether or not the director or officer or
employee continues to be a director or officer or employee at the time of
incurring any such expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws or any
indemnification made under Article VII hereof shall for any reason be determined
to be invalid, the provisions of the by-laws shall not otherwise be affected
thereby but shall remain in full force and effect. The masculine pronoun, as
used in the by-laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly adopted by the
Board of Directors of the Corporation on October 15, 1996.
Tommy Chisholm, Secretary
Exhibit B-66
SOUTHERN ENERGY FINANCE COMPANY, INC
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted under the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1) nor more than seven (7). The initial board
shall consist of two (2) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on 2 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director of the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be at a minimum a president, secretary and treasurer. The
board of directors may also choose one or more vice-presidents, assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the authority to
execute and deliver any and all applications and filings as are necessary to be
filed with federal, state and local regulatory agencies on behalf of the
corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the corporation or
officer or employee of the corporation holding one or more positions of
management through and inclusive of Project Managers and Business Development
Managers (but not positions below the level of such managers) (such positions
being hereinafter referred to as "Management Positions") and who was or is a
party or was or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director of the corporation or officer or employee of the corporation holding
one or more Management Positions, or is or was serving at the request of the
corporation as a director, alternate director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the corporation as a
matter of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all claims,
judgments, fines, penalties, liabilities and amounts paid in settlement actually
incurred by him in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The indemnification
provided by this section shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by a director
of the corporation or officer or employee of the corporation holding one or more
Management Positions with respect to the defense of any such claim, action, suit
or proceeding may be advanced by the corporation prior to the final disposition
of such claim, action, suit or proceeding, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be determined
that such person is entitled to be indemnified by the corporation under these
by-laws or otherwise; provided, however, that the advancement of such expenses
shall not be deemed to be indemnification unless and until it shall ultimately
be determined that such person is entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain insurance at the
expense of the corporation on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or any person who is or was
serving at the request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability or expense under these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing provisions,
no present or future director or officer of the corporation, or his heirs,
executors, or administrators, shall be liable for any act, omission, step, or
conduct taken or had in good faith, which is required, authorized, or approved
by any order or orders issued pursuant to the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any federal or state statute or municipal
ordinance regulating the corporation or its parent by reason of their being
holding or investment companies, public utility companies, public utility
holding companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense on the
grounds of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities incurred by
him or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or had in
good faith as in this paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and attorneys'
fees.
Section 5. The foregoing rights shall not be exclusive of any other
rights to which any such director or officer or employee may otherwise be
entitled and shall be available whether or not the director or officer or
employee continues to be a director or officer or employee at the time of
incurring any such expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws or any
indemnification made under Article VII hereof shall for any reason be determined
to be invalid, the provisions of the by-laws shall not otherwise be affected
thereby but shall remain in full force and effect. The masculine pronoun, as
used in the by-laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly adopted by the Directors
of the Corporation on , 1996.
[SEAL]
Secretary
Exhibit B-67
CERTIFICATE OF INCORPORATION
OF
EPZ LEASE, INC.
I.
The name of the corporation is EPZ LEASE, INC. (the "Corporation").
II.
The initial registered office of the Corporation in the State of
Delaware shall be located at Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801. The initial registered agent of
the Corporation at such address shall be The Corporation Trust Company.
III.
The purpose or purposes for which the Corporation is organized shall be
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
IV.
The Corporation shall be authorized to issue One Thousand (1,000)
shares of One Dollar ($1.00) par value capital stock, all of which shall be
designated "Common Stock." The shares of Common Stock shall have unlimited
voting rights and shall be entitled to receive all of the net assets of the
Corporation upon dissolution or liquidation.
V.
The affairs of the Corporation shall be managed by a Board of Directors
and as otherwise provided in the By-Laws of the Corporation. The initial Board
of Directors of the corporation shall consist of three (3) members, whose names
are Terry Turner and David Rozier, both of whom's mailing address is 900 Ashwood
Parkway, Suite 500, Atlanta, Georgia 30338 and William R. Bechstein, whose
mailing address is 1105 North Market Street, Suite 1300, Wilmington, Delaware
19801.
VI.
The Corporation shall have perpetual duration.
VII.
The Board of Directors of the Corporation shall have the power to
adopt, amend and repeal the By-Laws of the Corporation.
VIII.
To the fullest extent that the General Corporation Law of Delaware, as
it exists on the date hereof or as it may hereafter be amended, permits the
limitation or elimination of the liability of directors, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of duty of care or other duty as a director. No
amendment to or repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
IX.
The name and address of the Incorporator of the Corporation is Colin
Flannery, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200,
Atlanta, Georgia 30308-2216.
------------------------------------------
Colin Flannery, Esquire, Incorporator
Exhibit B-68
EPZ LEASE, INC.
* * * * *
B Y L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation or in an agreement among shareholders as permitted under the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1) nor more than seven (7). The initial board
shall consist of two (2) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on 2 days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director of the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be at a minimum a president, secretary and treasurer. The
board of directors may also choose one or more vice-presidents, assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
Section 15. Each officer of the corporation shall have the authority to
execute and deliver any and all applications and filings as are necessary to be
filed with federal, state and local regulatory agencies on behalf of the
corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a)
or 218(a) or a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Each person who is or was a director of the corporation or
officer or employee of the corporation holding one or more positions of
management through and inclusive of Project Managers and Business Development
Managers (but not positions below the level of such managers) (such positions
being hereinafter referred to as "Management Positions") and who was or is a
party or was or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director of the corporation or officer or employee of the corporation holding
one or more Management Positions, or is or was serving at the request of the
corporation as a director, alternate director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the corporation as a
matter of right against any and all expenses (including attorneys' fees)
actually and reasonably incurred by him and against any and all claims,
judgments, fines, penalties, liabilities and amounts paid in settlement actually
incurred by him in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The indemnification
provided by this section shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 2. Expenses (including attorneys' fees) incurred by a director
of the corporation or officer or employee of the corporation holding one or more
Management Positions with respect to the defense of any such claim, action, suit
or proceeding may be advanced by the corporation prior to the final disposition
of such claim, action, suit or proceeding, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of such person to repay such amount unless it shall ultimately be determined
that such person is entitled to be indemnified by the corporation under these
by-laws or otherwise; provided, however, that the advancement of such expenses
shall not be deemed to be indemnification unless and until it shall ultimately
be determined that such person is entitled to be indemnified by the corporation.
Section 3. The corporation may purchase and maintain insurance at the
expense of the corporation on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or any person who is or was
serving at the request of the corporation as a director (or the equivalent),
alternate director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against any liability or expense (including attorneys' fees) asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability or expense under these by-laws or otherwise.
Section 4. Without limiting the generality of the foregoing provisions,
no present or future director or officer of the corporation, or his heirs,
executors, or administrators, shall be liable for any act, omission, step, or
conduct taken or had in good faith, which is required, authorized, or approved
by any order or orders issued pursuant to the Public Utility Holding Company Act
of 1935, the Federal Power Act, or any federal or state statute or municipal
ordinance regulating the corporation or its parent by reason of their being
holding or investment companies, public utility companies, public utility
holding companies, or subsidiaries of public utility holding companies. In any
action, suit, or proceeding based on any act, omission, step, or conduct, as in
this paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense on the
grounds of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors, and administrators, shall be
reimbursed for, or indemnified against, all expenses and liabilities incurred by
him or imposed on him, in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or conduct taken or had in
good faith as in this paragraph described. Such expenses and liabilities shall
include, but shall not be limited to, judgments, court costs, and attorneys'
fees.
Section 5. The foregoing rights shall not be exclusive of any other
rights to which any such director or officer or employee may otherwise be
entitled and shall be available whether or not the director or officer or
employee continues to be a director or officer or employee at the time of
incurring any such expenses and liabilities.
Section 6. If any word, clause or provision of the by-laws or any
indemnification made under Article VII hereof shall for any reason be determined
to be invalid, the provisions of the by-laws shall not otherwise be affected
thereby but shall remain in full force and effect. The masculine pronoun, as
used in the by-laws, means the masculine and feminine wherever applicable.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
I hereby certify that the foregoing By-Laws were duly adopted by the
Directors of the Corporation on December 10, 1996.
[SEAL]
Secretary
Exhibit B-69
CERTIFICATE OF FORMATION
EPZ LEASE, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease, L.L.C. (the "LLC").
II.
The initial registered agent of the LLC is Delaware Corporate Management,
Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803.
III.
The mailing address of the principal place of business of the LLC is 1403
Foulk Road, Suite 102, Wilmington, Delaware, 19803.
IV.
The latest date on which the company will dissolve is December 31, 2050.
V.
The LLC shall be managed by its members.
VI.
A member, an agent, or an employee of the LLC is not personally liable for
the debts, obligations, or liabilities of the LLC, whether arising in contract,
tort, or otherwise, or for the acts or omissions of any other member, agent, or
employee of the LLC.
(SIGNATURES ON PAGE THAT FOLLOWS)
<PAGE>
Dated December 16, 1996
Signed, in Wilmington, Delaware by:
EPZ Lease, Inc.
as a member of EPZ Lease, L.L.C.:
By:
Name: William R. Bechstein
Title: Vice President
Exhibit B-70
CERTIFICATE OF FORMATION
EPZ LEASE HOLDING A, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease Holding A, L.L.C.
(the "LLC").
II.
The initial registered agent of the LLC is Delaware Corporate Management,
Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803.
III.
The mailing address of the principal place of business of the LLC is 1403
Foulk Road, Suite 102, Wilmington, Delaware, 19803.
IV.
The latest date on which the company will dissolve is December 31, 2050.
V.
The LLC shall be managed by its members.
VI.
A member, an agent, or an employee of the LLC is not personally liable for
the debts, obligations, or liabilities of the LLC, whether arising in contract,
tort, or otherwise, or for the acts or omissions of any other member, agent, or
employee of the LLC.
(SIGNATURES ON PAGE THAT FOLLOWS)
<PAGE>
Dated December 16, 1996
Signed, in Wilmington, Delaware by:
EPZ Lease, Inc.
as a member of EPZ Lease Holding A, L.L.C.:
By:
Name: William R. Bechstein
Title: Vice President
Exhibit B-71
ARTICLES OF ORGANIZATION OF
EPZ LEASE HOLDING A, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease Holding A, L.L.C.
(the "LLC").
II.
The initial registered agent of the LLC is Tommy Chisholm, and his address
is 270 Peachtree Street, Suite 2200, Fulton County, Atlanta, Georgia 30303.
III.
The mailing address of the principal place of business is 900 Ashwood
Parkway, Suite 500, Atlanta, Georgia 30338.
IV.
The period of duration of the LLC is perpetual.
V.
The LLC shall have a manager.
VI.
A member, a manager, an agent, or an employee of the LLC is not personally
liable for the debts, obligations, or liabilities of the LLC, whether arising in
contract, tort, or otherwise, or for the acts or omissions of any other member,
manager, agent, or employee of the LLC.
(SIGNATURES ON FOLLOWING PAGE)
<PAGE>
Dated , 1996
Signed by:
EPZ Lease, L.L.C. as Manager of
EPZ Lease Holding A, L.L.C.:
By:
Name:
Title:
Exhibit B-72
CERTIFICATE OF FORMATION
EPZ LEASE HOLDING B, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease Holding B, L.L.C.
(the "LLC").
II.
The initial registered agent of the LLC is Delaware Corporate Management,
Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803.
III.
The mailing address of the principal place of business of the LLC is 1403
Foulk Road, Suite 102, Wilmington, Delaware, 19803.
IV.
The latest date on which the company will dissolve is December 31, 2050.
V.
The LLC shall be managed by its members.
VI.
A member, an agent, or an employee of the LLC is not personally liable for
the debts, obligations, or liabilities of the LLC, whether arising in contract,
tort, or otherwise, or for the acts or omissions of any other member, agent, or
employee of the LLC.
(SIGNATURES ON PAGE THAT FOLLOWS)
<PAGE>
Dated December 16, 1996
Signed, in Wilmington, Delaware by:
EPZ Lease, Inc.
as a member of EPZ Lease Holding B, L.L.C.:
By:
Name: William R. Bechstein
Title: Vice President
Exhibit B-73
ARTICLES OF ORGANIZATION OF
EPZ LEASE HOLDING B, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease Holding B, L.L.C.
(the "LLC").
II.
The initial registered agent of the LLC is Tommy Chisholm, and his address
is 270 Peachtree Street, Suite 2200, Fulton County, Atlanta, Georgia 30303.
III.
The mailing address of the principal place of business is 900 Ashwood
Parkway, Suite 500, Atlanta, Georgia 30338.
IV.
The period of duration of the LLC is perpetual.
V.
The LLC shall have a manager.
VI.
A member, a manager, an agent, or an employee of the LLC is not personally
liable for the debts, obligations, or liabilities of the LLC, whether arising in
contract, tort, or otherwise, or for the acts or omissions of any other member,
manager, agent, or employee of the LLC.
(SIGNATURES ON FOLLOWING PAGE)
<PAGE>
Dated , 1996
Signed by:
EPZ Lease, L.L.C. as Manager of
EPZ Lease Holding B, L.L.C.:
By:
Name:
Title:
Exhibit B-74
CERTIFICATE OF FORMATION
EPZ LEASE HOLDING C, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease Holding C, L.L.C.
(the "LLC").
II.
The initial registered agent of the LLC is Delaware Corporate Management,
Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware, 19803.
III.
The mailing address of the principal place of business of the LLC is 1403
Foulk Road, Suite 102, Wilmington, Delaware, 19803.
IV.
The latest date on which the company will dissolve is December 31, 2050.
V.
The LLC shall be managed by its members.
VI.
A member, an agent, or an employee of the LLC is not personally liable for
the debts, obligations, or liabilities of the LLC, whether arising in contract,
tort, or otherwise, or for the acts or omissions of any other member, agent, or
employee of the LLC.
(SIGNATURES ON PAGE THAT FOLLOWS)
<PAGE>
Dated December 16, 1996
Signed, in Wilmington, Delaware by:
EPZ Lease, Inc.
as a member of EPZ Lease Holding C, L.L.C.:
By:
Name: William R. Bechstein
Title: Vice President
Exhibit B-75
ARTICLES OF ORGANIZATION OF
EPZ LEASE HOLDING C, L.L.C.
A LIMITED LIABILITY COMPANY
I.
The name of the limited liability company is EPZ Lease Holding C, L.L.C.
(the "LLC").
II.
The initial registered agent of the LLC is Tommy Chisholm, and his address
is 270 Peachtree Street, Suite 2200, Fulton County, Atlanta, Georgia 30303.
III.
The mailing address of the principal place of business is 900 Ashwood
Parkway, Suite 500, Atlanta, Georgia 30338.
IV.
The period of duration of the LLC is perpetual.
V.
The LLC shall have a manager.
VI.
A member, a manager, an agent, or an employee of the LLC is not personally
liable for the debts, obligations, or liabilities of the LLC, whether arising in
contract, tort, or otherwise, or for the acts or omissions of any other member,
manager, agent, or employee of the LLC.
(SIGNATURES ON PAGE THAT FOLLOWS)
<PAGE>
Dated , 1996
Signed by:
EPZ Lease, L.L.C. as Manager of
EPZ Lease Holding C, L.L.C.:
By:
Name:
Title:
EXHIBIT D-2
INCOME TAX ALLOCATION AGREEMENT
THIRTY-SECOND AMENDMENT
Southern Energy Finance Company, Inc. was incorporated in 1996 and is
wholly owned by SEI Holdings, Inc. Southern Energy Finance Company, Inc. does
hereby declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Energy Finance Company, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
THIRTY-THIRD AMENDMENT
EPZ Lease, Inc. was incorporated in 1996 and is wholly owned by Southern
Energy Finance Company, Inc. EPZ Lease, Inc. does hereby declare and agree to
the terms and conditions provided in the Income Tax Allocation Agreement dated
December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST EPZ Lease, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
<PAGE>
INCOME TAX ALLOCATION AGREEMENT
THIRTY-FOURTH AMENDMENT
Southern Electric International Finance, Inc. was incorporated in 1996 and
is wholly owned by Southern Electric International - Europe, Inc. Southern
Electric International Finance, Inc. does hereby declare and agree to the terms
and conditions provided in the Income Tax Allocation Agreement dated December
29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Electric International Finance, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
THIRTY-FIFTH AMENDMENT
Southern Telecom Holding Company, Inc. was incorporated in 1996 and is
wholly owned by The Southern Company. Southern Telecom Holding Company, Inc.
does hereby declare and agree to the terms and conditions provided in the Income
Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Telecom Holding Company, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
THIRTY-SIXTH AMENDMENT
Southern Telecom 1, Inc. was incorporated in 1996 and is wholly owned by
Southern Telecom Holding Company, Inc. Southern Telecom 1, Inc. does hereby
declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Telecom 1, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
THIRTY-SEVENTH AMENDMENT
Southern Telecom 2, Inc. was incorporated in 1996 and is wholly owned by
Southern Telecom Holding Company, Inc. Southern Telecom 2, Inc. does hereby
declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Telecom 2, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
THIRTY-EIGHTH AMENDMENT
Southern Information Holding Company, Inc. was incorporated in 1996 and is
wholly owned by The Southern Company. Southern Information Holding Company, Inc.
does hereby declare and agree to the terms and conditions provided in the Income
Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Information Holding Company, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
THIRTY- NINTH AMENDMENT
Southern Information 1, Inc. was incorporated in 1996 and is wholly owned
by Southern Information Holding Company, Inc. Southern Information 1, Inc. does
hereby declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Information 1, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
FORTIETH AMENDMENT
Southern Information 2, Inc. was incorporated in 1996 and is wholly owned
by Southern Information Holding Company, Inc. Southern Information 2, Inc. does
hereby declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Information 2, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
FORTY-FIRST AMENDMENT
Southern Energy - Cajun, Inc. was incorporated in 1996 and is wholly owned
by SEI Hawaiian Cogenerators, Inc. Southern Energy - Cajun, Inc. does hereby
declare and agree to the terms and conditions provided in the Income Tax
Allocation Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST Southern Energy - Cajun, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
INCOME TAX ALLOCATION AGREEMENT
FORTY- SECOND AMENDMENT
SEI State Line, Inc. was incorporated in 1996 and is wholly owned by
Southern Energy North America, Inc. SEI State Line, Inc. does hereby declare and
agree to the terms and conditions provided in the Income Tax Allocation
Agreement dated December 29, 1981, as amended on April 19, 1988.
Effective Date
This Agreement is effective for the Consolidated Tax reflected on the
Consolidated Tax Return for 1996 and subsequent years.
IN WITNESS HEREOF, this Agreement has been executed, as of the 29th day of
April, 1997.
ATTEST SEI State Line, Inc.
___________________________________ BY: /s/ Tommy Chisholm
Assistant Secretary
EXHIBIT H
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES
(EWGs and FUCOs)
<S> <C>
SEI Holdings, Inc. (Holdings)
(100% - The Southern Company)
Southern Energy, Inc. (Project Development)
(100% - SEI Holdings, Inc.)
SEI Operadora de Argentina, S.A. (FUCO) (99.99% - Southern
Energy, Inc.; .01% - SEI Holdings, Inc.)
Southern Electric International Asia, Inc. (Special Purpose Subsidiary - Project Development)
(100% - Southern Energy, Inc.)
Southern Electric International, GmbH (Special Purpose
Subsidiary - Project Development) (100% - Southern Energy,
Inc.)
Asociados de Electricidad, S.A. (Intermediate Subsidiary)
(99.99% - SEI Holdings, Inc.; .01% - Foreign Corporation)
SEI y Asociados de Argentina, S.A. (Intermediate Subsidiary)
(14% - Asociados de Electricidad, S.A.; 80% - SEI Holdings, Inc.: 5% - Foreign Corporation;
1% - Domestic Company)
Hidroelectrica Alicura, S.A. (FUCO)
(59% - SEI y Asociados de Argentina, S.A.; 41% - Foreign Government)
Southern Electric, Inc. (EWG)
(100% - SEI Holdings, Inc.)
Southern Energy North America, Inc. (Domestic Holdings)
(100% - SEI Holdings, Inc.)
Southern Energy Trading and Marketing, Inc. (Energy-Related Company)
(100% - Southern Energy North America, Inc.)
SEI Birchwood, Inc. (Intermediate Subsidiary)
(95% - Southern Energy North America, Inc.; 5% - Southern Energy Trading and Marketing, Inc.)
Birchwood Power Partners, LP (EWG)
(50% - SEI Birchwood, Inc.; 50% - Domestic Corporation)
Greenhost, Inc. (Special Purpose Subsidiary)
(50% - SEI Birchwood, Inc.; 50% - Domestic Corporation)
SEI Hawaiian Cogenerators, Inc. (Intermediate Subsidiary)
(100% - Southern Energy North America, Inc.)
Southern Energy-Cajun, Inc. (Intermediate Subsidiary)
(100% - Southern Energy North America, Inc.)
<PAGE>
EXHIBIT H - ORGANIZATION CHART - SOUTHERN ELECTRIC UMBRELLA COMPANIES
SEI Holdings, Inc. - CONTINUED
Southern Energy North-America, Inc. - CONTINUED
Louisiana Generating, LLC (Intermediate Subsidiary)
(40% - Southern Energy-Cajun, Inc.;60% - Domestic Corporations)
SEI State Line, Inc. (EWG)
(100% - Southern Energy North America, Inc.)
State Line Energy, L.L.C. (EWG)
(100% - SEI State Line, Inc.)
Southern Energy International, Inc. (Foreign Holdings)
(100% - SEI Holdings, Inc.)
Southern Energy Asia, Inc. (Intermediate Subsidiary)
(100% - Southern Energy International, Inc.)
Consolidated Electric Power Asia (Intermediate Subsidiary - with 56 subsidiaries)
(3.5% - Southern Energy Asia, Inc.; 96.5% - Foreign Corporation)
Southern Electric International - Europe, Inc. (Intermediate Subsidiary)
(100% - Southern Energy International, Inc.)
Southern Electric International - Netherlands, BV
(Intermediate Subsidiary) (100% - Southern Electric
International - Europe, Inc.)
Zamojska Spolka Energetycnza Sp.z.o.o. (FUCO)
(49% - Southern Electric International - Netherlands, BV;51% Foreign Company)
Southern Electric International - Europe Limited (Special Purpose Subsidiary - Project
Development) (100% - Southern Electric International - Europe, Inc.)
Southern Electric International Finance, Inc. (Intermediate Subsidiary)
(100% - Southern Electric International - Europe, Inc.)
The Southern Company - Europe, PLC (Intermediate Subsidiary)
(99.99% - Southern Electric International - Europe, Inc.; .01% SEI Holdings, Inc.)
Southern Investments UK Holdings, Ltd. (Intermediate Subsidiary)
(75% - Southern Electric International - Europe, Inc.; 25% Domestic Corporation)
Southern Investment UK PLC (Intermediate Subsidiary)
(100% - Southern Investment Holdings, Ltd.)
South Western Electricity PLC (FUCO)
(100% - Southern Investment UK PLC)
Southern Energy-Newco2, Inc. (Intermediate Subsidiary)
(100% - Southern Energy International, Inc.)
<PAGE>
EXHIBIT H - ORGANIZATION CHART - SEI UMBRELLA COMPANIES
SEI Chile, SA (Intermediate Subsidiary) (100% - Southern
Energy-Newco 2, Inc.)
Inversiones SEI Chile Limitada (Intermediate
Subsidiary) (99% - SEI Chile, SA; 1% - SEI Holdings,
Inc.)
Electrica SEI Chile Limitada (Intermediate
Subsidiary) (99% - SEI Chile, SA; 1% - Southern
Energy International, Inc.)
Empressa Electrica del Norte Grande, SA (FUCO)
(26.63% - Inversiones SEI Chile Limitada; 38.35% - Electrica SEI Chile
Limitada; 10.67% - Foreign Government; 24.35% - Natural Persons)
Sitranor, SA (Transmission Subsidiary)
(60% - Empressa Electrica del Norte Grande, SA;
40% - Foreign Government)
Energia del Pacifico, SA (Intermediate Subsidiary)
(99.9% - SEI Chile, SA; .1% - Inversiones SEI Chile
Limitada)
Southern Electric Bahamas Holdings, Ltd. (Intermediate Subsidiary)
(100% - Southern Energy-Newco 2, Inc.)
Southern Electric Bahamas Ltd. (Intermediate Subsidiary)
(100% - Southern Electric Bahamas Holdings, Ltd.)
ICD Utilities, Ltd. (Intermediate Subsidiary)
(25% - Southern Electric Bahamas, Ltd.;75% Foreign Company)
Freeport Power Company Ltd. (FUCO)
(50% - Southern Electric Bahamas Ltd.; 50% -ICD Utilities, Ltd.)
Cayman Energy Traders (Intermediate Subsidiary)
(100% Southern Energy-Newco2, Inc.)
SEI Beteilligungs, GmbH (Intermediate Subsidiary) (100% -
Southern Energy-Newco 2, Inc.)
P.T. Tarahan Power Company (FUCO)
(55% - SEI Beteilligungs, GmbH; 2.5% - Domestic Corporation;
42.5% - Foreign Company)
Southern Electric Brasil Participacoes, Limitada
(Intermediate Subsidiary) (99% - Southern Energy
International, Inc.; 1% - SEI Holdings, Inc.)
Southern Energy E Associados Participacoes, S.A. (Intermediate Subsidiary)
(99% Southern Electric Brasil Participacoes, Limitada; 1% Southern Energy
International, Inc.)
Southern Electric International Trinidad, Inc. (EWG)
(100% - Southern Energy International, Inc.)
<PAGE>
EXHIBIT H - ORGANIZATION CHART - SEI UMBRELLA COMPANIES
SEI Holdings, Inc. - CONTINUED
Southern Energy International, Inc. - CONTINUED
Southern Electric International Trinidad, Inc. - CONTINUED
The Power Generation Company of Trinidad & Tobago Ltd. (EWG)
(39% - Southern Electric International Trinidad, Inc.; 51% - Foreign Government;
10% - Domestic Corporation)
Southern Energy Finance Company, Inc. (Intermediate Subsidiary)
(100% SEI Holdings, Inc.)
EPZ Lease, Inc. (Intermediate Subsidiary)
(100% Southern Energy Finance Company, Inc.)
EPZ Lease, LLC (Intermediate Subsidiary)
(99% EPZ Lease, Inc.;1% Southern Energy Finance Company, Inc.)
EPZ Lease Holding A, LLC (Intermediate Subsidiary)
(99% EPZ Lease, LLC; 1% EPZ Lease, Inc.)
EPZ Lease Trust A (FUCO)
(100% (Beneficial)EPZ Lease Holding A, LLC)
EPZ Lease Holding B, LLC (Intermediate Subsidiary)
(99% EPZ Lease, LLC; 1% EPZ Lease, Inc.)
EPZ Lease Trust B (FUCO)
(100% (Beneficial) EPZ Lease Holding B, LLC)
EPZ Lease Holding C, LLC (Intermediate Subsidiary)
(99% EPZ Lease, LLC; 1% EPZ Lease, Inc.)
EPZ Lease Trust C (FUCO)
(100% (Beneficial) EPZ Lease Holding C, LLC)
Energia de Nuevo Leon, SA De CV (FUCO)
(33 1/3% - The Southern Company; 33 1/3% Foreign Corporations; 33 1/3% - Foreign
Government)
</TABLE>
