CERTIFICATE OF NOTIFICATION
filed by
THE SOUTHERN COMPANY
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated
October 31, 1997 and December 5, 1997 (Holding Company Act Release Nos. 26769
and 26791) in the matter of File No. 70-9137.
- - - - - - - - - - - - - - - - - - - - - - - - -
The Southern Company ("Southern"), Alabama Power Company ("Alabama"),
Georgia Power Company ("Georgia"), Gulf Power Company ("Gulf") and Mississippi
Power Company ("Mississippi"), pursuant to Rule 24 under the Public Utility
Holding Company Act of 1935, as amended, do hereby certify to the Commission as
follows:
1. On November 3, 1997, Southern offered to purchase shares of
(i) the 4.20% Series of preferred stock of Alabama, (ii) the
$4.60 Series, the $4.60 1962 Series, the $4.60 1963 Series,
the $4.60 1964 Series, the $4.72 Series, the $4.92 Series, the
$4.96 Series, the $5.00 Series and the $5.64 Series of
preferred stock of Georgia, (iii) all the outstanding series
of preferred stock of Gulf and (iv) the 4.40% Series, the
4.60% Series and the 4.72% Series of preferred stock of
Mississippi. Each offer was scheduled to expire at 5:00 p.m.,
New York City time, December 10, 1997. The offers to purchase
expired and the tendered shares were accepted for payment on
December 10, 1997. On December 16, 1997, Southern paid for (i)
228,885 shares of Alabama's 4.20% Series, (ii) 275,859 shares
of the $4.60 Series, 51,920 shares of the $4.60 1962 Series,
44,448 of the $4.60 1963 Series, 39,245 shares of the $4.60
1964 Series, 43,554 shares of the $4.72 Series, 76,723 shares
of the $4.92 Series, 58,193 shares of the $4.96 Series, 9,662
shares of the $5.00 Series and 57,732 shares of the $5.64
Series of preferred stock of Georgia, (iii) 38,476 shares of
the 4.64% Series, 36,426 shares of the 5.16% Series, 33,616
shares of the 5.44% Series, 452,671 shares of the 6.72% Series
and 566,440 shares of the AR 1993 Series of Gulf and (iv)
30,524 shares of the 4.40% Series, 11,505 shares of the 4.60%
Series and 32,065 shares of the 4.72% Series of preferred
stock of Mississippi, all such shares tendered pursuant to
Southern's offers. Southern subsequently resold these shares
to Alabama, Georgia, Gulf and Mississippi, respectively, for
cancellation and retirement.
2. On November 3, 1997, Alabama, Georgia, Gulf and Mississippi
began a proxy solicitation of holders of their respective
outstanding series of preferred stock (except Georgia's $7.70
Series) seeking approval to amend their respective charters to
eliminate provisions therein restricting the ability of each
such company (i) to pay dividends on its common stock in the
event that its common equity capitalization falls below
certain levels, (ii) to incur certain indebtedness, (iii) to
sell assets, merge or consolidate without preferred
shareholder approval under certain circumstances, and (iv) in
the case of Alabama only, to pay dividends on its common stock
in the event that its retained earnings are not at least equal
to two times the annual dividends on its outstanding preferred
stock.
3. On December 10, 1997, special meetings of shareholders of such
companies were held at the corporate offices of Georgia in
Atlanta, Georgia. At each special meeting, a vote on the
respective proposed amendment was held. More than 85% of the
voting power of Alabama's outstanding preferred shares and
100% of Alabama's common shares were voted in favor of
Alabama's amendment. More than 88% of the voting power of
Georgia's outstanding preferred shares and 100% of Georgia's
common shares were voted in favor of Georgia's amendment. More
than 87% of the voting power of Gulf's outstanding preferred
shares and 100% of Gulf's common shares were voted in favor of
Gulf's amendment. More than 83% of the voting power of
Mississippi's outstanding preferred shares and 100% of
Mississippi's common shares were voted in favor of
Mississippi's amendment. The presiding officer at each meeting
declared that the amendment was passed and each special
meeting was adjourned.
4. The above described transactions have been carried out in
accordance with the terms and conditions of, and for the
purpose represented in, the Form U-1 Application-Declaration
(File No. 70-9137), as amended, and in accordance with the
terms and conditions of the Commission's orders dated October
31, 1997 and December 5, 1997.
5. Filed herewith are the following exhibits:
Exhibit A - Opinion of Troutman Sanders LLP, counsel
to Southern, dated February 5, 1998.
Exhibit B - Opinion of Balch & Bingham LLP, counsel
to Alabama, dated February 5, 1998.
Exhibit C - Opinion of Troutman Sanders LLP, counsel
to Georgia, dated February 5, 1998.
Exhibit D - Opinion of Beggs & Lane, counsel to
Gulf, dated February 5, 1998.
Exhibit E - Opinion of Eaton and Cottrell, P.A.,
counsel to Mississippi, dated February 5,
1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this document to be signed
on their behalf by the undersigned thereunto duly authorized.
Date: February 5, 1998
THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit A
TROUTMAN SANDERS LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3000
February 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Southern Company et al.
File No. 70-9137
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, filed by
The Southern Company ("Southern") and Alabama Power Company, Georgia Power
Company, Gulf Power Company and Mississippi Power Company (collectively, the
"Subsidiaries") in the above-referenced proceeding. The transactions proposed
therein included the authority (i) for each of the Subsidiaries to solicit
proxies from the holders of their respective shares of preferred stock and
common stock; (ii) for each of the Subsidiaries to amend their respective
charters; (iii) for Southern to make an offer to the holders of shares of
certain series of the Subsidiaries' outstanding preferred stock to acquire such
shares for cash; and (iv) for Southern to sell to the respective Subsidiaries
any preferred stock so acquired at Southern's purchase price plus expenses. We
are representing Southern in connection with this matter and are furnishing this
opinion with respect to the transactions by Southern.
We are of the opinion that:
(a) Southern is a validly organized and duly existing corporation under
the laws of the State of its incorporation;
(b) the subject transactions have been consummated by Southern in
accordance with the terms of such statement on Form U-1, as amended;
(c) all State laws applicable to such transactions by Southern have
been complied with;
(d) Southern lawfully acquired the shares of the Subsidiaries'
preferred stock purchased by it pursuant to its offer and lawfully sold such
shares to the respective Subsidiaries; and
(e) the consummation of such transactions by Southern did not violate
the legal rights of the holders of any securities issued by Southern or any
associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing thereof with the Commission at the time of the filing by Southern of
its certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders LLP
TROUTMAN SANDERS LLP
Exhibit B
Balch & Bingham LLP
1901 Sixth Avenue North, Suite 2600
Birmingham, Alabama 35203
205-226-8799
February 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alabama Power Company (the "Company") et al.
File No. 70-9137
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, filed by
The Southern Company ("Southern") and Alabama Power Company, Georgia Power
Company, Gulf Power Company and Mississippi Power Company (collectively, the
"Subsidiaries") in the above-referenced proceeding. The transactions proposed
therein included the authority (i) for each of the Subsidiaries to solicit
proxies from the holders of their respective shares of preferred stock and
common stock; (ii) for each of the Subsidiaries to amend their respective
charters; (iii) for Southern to make an offer to the holders of shares of
certain series of the Subsidiaries' outstanding preferred stock to acquire such
shares for cash; and (iv) for Southern to sell to the respective Subsidiaries
any preferred stock so acquired at Southern's purchase price plus expenses. We
are representing the Company in connection with this matter and are furnishing
this opinion with respect to the transactions by the Company.
We are of the opinion that:
(a) the Company is a validly organized and duly existing corporation
under the laws of the State of its incorporation;
(b) the subject transactions have been consummated by the Company in
accordance with the terms of such statement on Form U-1, as amended;
(c) all State laws applicable to such transactions by the Company have
been complied with;
<PAGE>
Securities and Exchange Commission
Page 2
(d) the Company lawfully acquired from Southern the shares of its
preferred stock purchased by Southern; and
(e) the consummation of such transactions by the Company did not
violate the legal rights of the holders of any securities issued by the Company
or any associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing thereof with the Commission at the time of the filing by the Company
of its certificate pursuant to Rule 24.
Very truly yours,
/s/Balch & Bingham LLP
BALCH & BINGHAM LLP
Exhibit C
TROUTMAN SANDERS LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3000
February 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Georgia Power Company (the "Company") et al.
File No. 70-9137
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, filed by
The Southern Company ("Southern") and Alabama Power Company, the Company, Gulf
Power Company and Mississippi Power Company (collectively, the "Subsidiaries")
in the above-referenced proceeding. The transactions proposed therein included
the authority (i) for each of the Subsidiaries to solicit proxies from the
holders of their respective shares of preferred stock and common stock; (ii) for
each of the Subsidiaries to amend their respective charters; (iii) for Southern
to make an offer to the holders of shares of certain series of the Subsidiaries'
outstanding preferred stock to acquire such shares for cash; and (iv) for
Southern to sell to the respective Subsidiaries any preferred stock so acquired
at Southern's purchase price plus expenses. We are representing the Company in
connection with this matter and are furnishing this opinion with respect to the
transactions by the Company.
We are of the opinion that:
(a) the Company is a validly organized and duly existing corporation
under the laws of the State of
its incorporation;
(b) the subject transactions have been consummated by the Company in
accordance with the terms of such statement on Form U-1, as amended;
(c) all State laws applicable to such transactions by the Company have
been complied with;
(d) the Company lawfully acquired from Southern the shares of its
preferred stock purchased by Southern; and
(e) the consummation of such transactions by the Company did not
violate the legal rights of the holders of any securities issued by the Company
or any associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing thereof with the Commission at the time of the filing by the Company
of its certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders LLP
TROUTMAN SANDERS LLP
Exhibit D
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
February 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Gulf Power Company (the "Company") et al.
File No. 70-9137
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, filed by
The Southern Company ("Southern") and Alabama Power Company, Georgia Power
Company, Gulf Power Company and Mississippi Power Company (collectively, the
"Subsidiaries") in the above-referenced proceeding. The transactions proposed
therein included the authority (i) for each of the Subsidiaries to solicit
proxies from the holders of their respective shares of preferred stock and
common stock; (ii) for each of the Subsidiaries to amend their respective
charters; (iii) for Southern to make an offer to the holders of shares of
certain series of the Subsidiaries' outstanding preferred stock to acquire such
shares for cash; and (iv) for Southern to sell to the respective Subsidiaries
any preferred stock so acquired at Southern's purchase price plus expenses. We
are representing the Company in connection with this matter and are furnishing
this opinion with respect to the transactions by the Company.
We are of the opinion that:
(a) the Company is a validly organized and duly existing corporation
under the laws of the State of its incorporation;
(b) the subject transactions have been consummated by the Company in
accordance with the terms of such statement on Form U-1, as amended;
(c) all State laws applicable to such transactions by the Company have
been complied with;
<PAGE>
Securities and Exchange Commission
Page 2
(d) the Company lawfully acquired from Southern the shares of its
preferred stock purchased by Southern; and
(e) the consummation of such transactions by the Company did not
violate the legal rights of the holders of any securities issued by the Company
or any associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing thereof with the Commission at the time of the filing by the Company
of its certificate pursuant to Rule 24.
Very truly yours,
/s/Beggs & Lane
BEGGS & LANE
Exhibit E
Eaton and Cottrell, P.A.
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
601-864-8221
February 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mississippi Power Company (the "Company") et al.
File No. 70-9137
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, filed by
The Southern Company ("Southern") and Alabama Power Company, Georgia Power
Company, Gulf Power Company and Mississippi Power Company (collectively, the
"Subsidiaries") in the above-referenced proceeding. The transactions proposed
therein included the authority (i) for each of the Subsidiaries to solicit
proxies from the holders of their respective shares of preferred stock and
common stock; (ii) for each of the Subsidiaries to amend their respective
charters; (iii) for Southern to make an offer to the holders of shares of
certain series of the Subsidiaries' outstanding preferred stock to acquire such
shares for cash; and (iv) for Southern to sell to the respective Subsidiaries
any preferred stock so acquired at Southern's purchase price plus expenses. We
are representing the Company in connection with this matter and are furnishing
this opinion with respect to the transactions by the Company.
We are of the opinion that:
(a) the Company is a validly organized and duly existing corporation
under the laws of the State of
its incorporation;
(b) the subject transactions have been consummated by the Company in
accordance with the terms of such statement on Form U-1, as amended;
(c) all State laws applicable to such transactions by the Company have
been complied with;
<PAGE>
Securities and Exchange Commission
Page 2
(d) the Company lawfully acquired from Southern the shares of its
preferred stock purchased by Southern; and
(e) the consummation of such transactions by the Company did not
violate the legal rights of the holders of any securities issued by the Company
or any associate company thereof.
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing thereof with the Commission at the time of the filing by the Company
of its certificate pursuant to Rule 24.
Very truly yours,
/s/Eaton and Cottrell, P.A.
EATON AND COTTRELL, P.A.
