File No. 70-9557
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
ALABAMA POWER COMPANY SOUTHERN COMMUNICATIONS SERVICES, INC.
600 North 18th Street 5555 Glenridge Connector, Suite 500
Birmingham, Alabama 35291 Atlanta, Georgia 30342
GEORGIA POWER COMPANY SOUTHERN COMPANY ENERGY SOLUTIONS, INC.
241 Ralph McGill Boulevard, N.E. 241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308 Atlanta, Georgia 30308
GULF POWER COMPANY SOUTHERN COMPANY SERVICES, INC.
One Energy Place 241 Ralph McGill Boulevard, N.E.
Pensacola, Florida 32520 Atlanta, Georgia 30308
MISSISSIPPI POWER COMPANY SOUTHERN ENERGY RESOURCES, INC.
2992 West Beach 900 Ashwood Parkway, Suite 500
Gulfport, Mississippi 39501 Atlanta, Georgia 30338
SAVANNAH ELECTRIC AND POWER COMPANY SOUTHERN NUCLEAR OPERATING COMPANY, INC.
600 East Bay Street 40 Inverness Center Parkway
Savannah, Georgia 31401 Birmingham, Alabama 35242
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Tommy Chisholm, Secretary
The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
William E. Zales, Jr., Vice Tommy Chisholm, Secretary
President and Corporate Secretary Southern Communications Services, Inc.
Alabama Power Company 5555 Glenridge Connector, Suite 500
600 North 18th Street Atlanta, Georgia 30342
Birmingham, Alabama 35291
Judy M. Anderson, Vice President Tommy Chisholm, Secretary
and Corporate Secretary Southern Company Energy Solutions, Inc.
Georgia Power Company 241 Ralph McGill Boulevard, N.E.
241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308
Atlanta, Georgia 30308
Warren E. Tate, Secretary Tommy Chisholm, Vice President
and Treasurer and Secretary
Gulf Power Company Southern Company Services, Inc.
One Energy Place 241 Ralph McGill Boulevard, N.E.
Pensacola, Florida 32520 Atlanta, Georgia 30308
Michael W. Southern, Vice President, Tommy Chisholm, Vice President
Chief Financial Officer, and Secretary
Secretary and Treasurer Southern Energy Resources, Inc.
2992 West Beach 900 Ashwood Parkway, Suite 500
Gulfport, Mississippi 39501 Atlanta, Georgia 30338
Kirby R. Willis, Vice President, Sherry A. Mitchell, Corporate Secretary
Treasurer and Chief Financial Officer Southern Nuclear Operating Company, Inc.
Savannah Electric and Power Company 40 Inverness Center Parkway
600 East Bay Street Birmingham, Alabama 35242
Savannah, Georgia 31401
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
W. L. Westbrook John D. McLanahan
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1 is hereby amended and restated in its entirety as follows:
Item 1. Description of Proposed Transactions.
1.1 Summary. The Southern Company ("Southern"), a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), proposes to issue and sell up to 60,000,000 additional shares of
its authorized but unissued common stock, par value $5 per share, as such number
may be adjusted for any share split or distribution hereafter authorized by the
Commission (the "SIP Stock"), pursuant to its Southern Investment Plan (the
"SIP"), up to 25,000,000 additional shares of its authorized but unissued common
stock, par value $5 per share, as such number may be adjusted for any share
split or distribution hereafter authorized by the Commission (the "ESP Stock"),
pursuant to The Southern Company Employee Savings Plan (the "Savings Plan") and
up to 3,000,000 additional shares of its authorized but unissued common stock,
par value $5 per share, as such number may be adjusted for any share split or
distribution hereafter authorized by the Commission (the "ESOP Stock"), in order
to provide common stock to fund The Southern Company Employee Stock Ownership
Plan (the "ESOP"). It is proposed that the SIP Stock, the ESP Stock and the ESOP
Stock (collectively, the "Plan Stock") will be issued and sold from time to time
on or prior to September 30, 2004.
1.2 Southern Investment Plan. The SIP provides shareholders of
record of Southern's common stock with a means of purchasing additional shares
through the reinvestment of cash dividends and/or through optional cash
payments. In addition, the SIP has a direct purchase feature that enables other
eligible investors to become participants by making initial cash payments for
the purchase of common stock. Participants may acquire additional shares of
common stock by reinvesting all or a portion of their dividends and by making
optional cash payments of not less than $25 per payment and not more than
$150,000 per calendar year.
Shares of common stock are purchased under the SIP, at the
option of Southern, from newly issued shares or shares purchased on the open
market.
The price per share for shares purchased on the open market will
be the weighted average price paid to acquire the shares, excluding broker
commissions. The price per share for shares purchased from Southern with
dividends will be equal to the average of the high and low sale prices on the
dividend payment date. For shares purchased from Southern with cash payments,
the price per share will be equal to the average of the high and low sale prices
on the 10th or 25th of the month, as applicable.
When shares are purchased from Southern and the common stock is
not traded on the New York Stock Exchange on the days specified above, the price
for shares purchased with dividends will be equal to the average of the high and
low sale prices on the trading days immediately preceding and following the
dividend payment date. For shares purchased with cash payments, the price will
be the average of the high and low sales prices on the trading day immediately
following the 10th or 25th. The price for shares purchased from Southern will be
calculated based on sale prices as reported on the NYSE Composite Transactions
as published by The Wall Street Journal.
Southern Company Services, Inc. ("SCS") administers the SIP. SCS
appoints a registered broker-dealer or bank as independent agent to purchase and
sell stock on behalf of the SIP.
All SIP shares are voted in the same manner as shares of
Southern common stock registered in a participant's own name. Participants can
close their SIP accounts upon written request. Southern reserves the right to
suspend, modify or terminate the SIP at any time.
1.3 Employee Savings Plan. The ESP Stock will be offered to
employees of Southern's subsidiaries pursuant to the Savings Plan under which
such employees voluntarily may contribute, through payroll deductions, any whole
percentage which is not more than 16% of their compensation (base salary or
wages, including all amounts by which a Participant's compensation is reduced
pursuant to his salary reduction election under The Southern Company Flexible
Benefits Plan) ("Voluntary Participant Contribution"). In addition, a Savings
Plan member may elect to have his taxable compensation reduced by a whole
percentage which is not more than 16% of his compensation, such amount to be
contributed to his account under the Savings Plan ("Elective Employer
Contribution"). The maximum Voluntary Participant Contribution shall be reduced
by the percent, if any, which is contributed as an Elective Employer
Contribution on behalf of the Savings Plan member. The maximum Elective Employer
Contributions any Participant may elect to defer under the Savings Plan in any
taxable year of the Participant are subject to certain limitations under the
Internal Revenue Code of 1986, as amended. Each employing company currently
contributes, on behalf of each of the Savings Plan members in its employ, an
amount equal to 75% of the member's Voluntary Participant Contribution, plus the
Elective Employer Contribution made on his behalf, to the extent that the
Voluntary Participant Contribution and the Elective Employer Contribution, when
combined, do not exceed 6% of his compensation.
Merrill Lynch Trust Company of Florida acts as Trustee for the
trust which is part of the Savings Plan, and the Savings Plan is administered by
the Savings Plan Committee consisting of three officers of Southern.
Each Savings Plan member must direct that his contributions be
invested in one or more of several funds, including a Southern Company Stock
Fund consisting of Southern's common stock. All employer matching contributions
are initially invested in the Southern Company Stock Fund.
Investment purchases by the Trustee for the funds may be made
either on the open market or by private purchase, provided that no private
purchase may be made of common stock of Southern at a price greater than the
last sale price or the highest current independent bid price, whichever is
higher, for such stock on the New York Stock Exchange, plus an amount equal to
the commission payable in a stock exchange transaction if such private purchase
is not made from Southern. The Trustee may purchase common stock of Southern
directly from Southern under the SIP or under any other similar plan made
available to holders of record of shares of common stock of Southern, at the
purchase price provided for in such plan.
1.4 Employee Stock Ownership Plan. The exact number of shares of
ESOP Stock to be issued by Southern will be determined by the aggregate amount
of contributions to be invested by the trust established pursuant to the ESOP
(the "ESOP Trust") and the purchase price per share of Southern's common stock
determined as set forth below.
The purpose of the ESOP, which was originally effective January
1, 1976 and was last amended and restated effective as of January 1, 1997, is to
enable eligible employees of SCS and other affiliates or subsidiaries of
Southern that adopt the ESOP (the "Employing Companies") to share in the future
of Southern, to provide participants with an opportunity to accumulate capital
for their future economic security, and to enable participants to acquire
Southern common stock. All of the current Employing Companies are applicants in
this proceeding.
The ESOP permits the Employing Companies to contribute cash or
common stock in an amount or under such formula as SCS shall determine in its
sole and absolute discretion. Participant contributions are neither required nor
permitted under the ESOP.
It is anticipated that the contributions by the Employing
Companies to the ESOP Trust generally will be made in cash. However, if a
contribution consists of ESOP Stock, the number of shares contributed will be
determined by the market value of the shares, as determined by SCS. The purchase
price per share of ESOP Stock acquired from Southern by the ESOP Trust with cash
contributions shall be the market value thereof as determined by SCS.
Under the ESOP, the ESOP Trust is required to reinvest cash
dividends paid on shares of Southern's common stock allocated to a participant's
account in additional shares of common stock, unless the participant elects to
have such cash dividends distributed to him currently or the Employing Company
distributes cash dividends in order to qualify such distribution for a tax
deduction under the 1986 Code. In reinvesting any cash dividends, the ESOP Trust
may purchase common stock under the SIP (at the price provided for in such
plan), on the open market or by private purchase, including purchases directly
from Southern.
1.5 Use of Proceeds. The proceeds from the sale of the Plan
Stock will be used by Southern to acquire the securities of associate companies
and interests in other businesses, including interests in "exempt wholesale
generators" ("EWGs") and "foreign utility companies" ("FUCOs"), all in any
transactions permitted under the Act, and for other general corporate purposes.
Southern does not seek in this proceeding any increase in the amount it is
permitted to invest in EWGs and FUCOs.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this amendment
to be signed on their behalf by the undersigned thereunto duly authorized.
Dated: November 17, 1999 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
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN COMMUNICATIONS SERVICES, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN COMPANY ENERGY SOLUTIONS, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN COMPANY SERVICES, INC.
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
SOUTHERN ENERGY RESOURCES, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
SOUTHERN NUCLEAR OPERATING COMPANY, INC.
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
