-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MnMKGMSEP6Eo59MsTGldRseCak5sSUCtyU6fr66AheDMUn/zpAGw/HH/8aKyxQ/n nEnQssiPjVTAig6G+LQ5QA== 0000003153-95-000012.txt : 19951011 0000003153-95-000012.hdr.sgml : 19951011 ACCESSION NUMBER: 0000003153-95-000012 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951010 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA POWER CO CENTRAL INDEX KEY: 0000003153 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 630004250 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08461 FILM NUMBER: 95579353 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052501000 U-1/A 1 AMENDMENT NO. 4 File No. 70-8461 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 ALABAMA POWER COMPANY GULF POWER COMPANY 600 North 18th Street 500 Bayfront Parkway Birmingham, Alabama 35291 Pensacola, Florida 32501 GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY 333 Piedmont Avenue, N.E. 2992 West Beach Atlanta, Georgia 30308 Gulfport, Mississippi 39501 SAVANNAH ELECTRIC AND POWER COMPANY 600 Bay Street, East Savannah, Georgia 31401 (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) Art P. Beattie, Vice President, Warren E. Tate, Secretary Secretary and Treasurer and Treasurer Alabama Power Company Gulf Power Company 600 North 18th Street 500 Bayfront Parkway Birmingham, Alabama 35291 Pensacola, Florida 32501 Judy M. Anderson, Vice President Michael W. Southern, Vice and Corporate Secretary President, Secretary and Treasurer Georgia Power Company Mississippi Power Company 333 Piedmont Avenue, N.E. 2992 West Beach Atlanta, Georgia 30308 Gulfport, Mississippi 39501 Kirby R. Willis, Vice President, Treasurer and Chief Financial Officer Savannah Electric and Power Company 600 Bay Street, East 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, Esq. Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E. 64 Perimeter Center East Suite 5200 Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS. Item 1 is hereby amended by adding thereto the following: Each Operating Affiliate proposes that, in addition to a Special Purpose Subsidiary organized as either a limited liability company or a limited partnership, such Special Purpose Subsidiary may be organized as a trust (a "Trust"). Except as described below, the proposed Preferred Securities transactions effected through a Trust will be carried out in the same manner, will have the same terms and conditions, and will be subject to the same rules and regulations as the proposed Preferred Securities transactions effected through a Special Purpose Subsidiary organized as a limited liability company or limited partnership. Each Operating Affiliate further proposes that, in addition to, or as an alternative to, any tax-advantaged preferred equity financing transaction through a Special Purpose Subsidiary, it may issue Notes of such Operating Affiliate directly to investors without an intervening Special Purpose Subsidiary. Such Notes will be unsecured and subordinated obligations of the Operating Affiliate. A. In the case of a Trust, the Operating Affiliate will establish the Trust by depositing its Equity Contribution with an independent trustee (the "Trustee") under a declaration of trust or trust agreement. It is contemplated that, at the closing of a Preferred Securities offering, the Trust simultaneously will (i) issue to investors for cash a senior class of trust certificates constituting the Preferred Securities (as defined in connection with the other types of Special Purpose Subsidiaries), (ii) purchase from the Operating Affiliate a Note, and (iii) pay for the Note by delivering to the Operating Affiliate the cash proceeds of the Preferred Securities received from investors and a junior trust certificate representing the Equity Contribution (the "Junior Certificate"). The holders of the Preferred Securities and the Junior Certificate will receive as distributions on payment dates their pro rata shares of payments received by the Trust on the Note, except that, in the event of default or partial payment by the Operating Affiliate on the Note, the payment entitlement of the Operating Affiliate as holder of the Junior Certificate will be subordinated to the payment entitlement of the investors as holders of the Preferred Securities. Similarly, if on liquidation of the Trust, the proceeds from the sale or other liquidation of the Trust's assets were not sufficient to fully satisfy the payment entitlements of the Preferred Securities and the Junior Certificate with respect to principal, the payment entitlement with respect to principal of the Operating Affiliate as holder of the Junior Certificate will be subordinated to the payment entitlement of the investors as holders of the Preferred Securities. The Trust Agreement will provide that holders of Preferred Securities will have only the rights expressly granted to them by the Trust Agreement, including the right to receive distributions and certain consensual rights expressly provided. The Operating Affiliate, as grantor of the Trust, will select the Trustee. Additionally, unless and until there is a -3- default on the Note, (i) the Operating Affiliate will have the right to replace the Trustee, subject to any Trustee eligibility requirements set forth in the Trust Agreement, and (ii) consensual rights exercised by holders of Preferred Securities generally will be exercised by the Operating Affiliate, subject to certain protections for holders of Preferred Securities. If a default under the Note occurs, the holders of Preferred Securities would have the right to replace the Trustee. The Trustee would be required under the Trust Agreement to enforce the Trust's rights under the Note. As in the case of a limited liability company or limited partnership as a Special Purpose Subsidiary, the Note issued to the Trust will have a stated maturity (including any extension) of up to 50 years and will not be convertible into any other securities or assets of either the Operating Affiliate or the Trust. The payment terms of the Note will be like those in a Preferred Securities offering through a limited liability company or limited partnership (including, for example, the Operating Affiliate's right to defer interest payments on the Note for up to five years), and it is proposed that distributions with respect to Preferred Securities (and interest payments on the related Note) may be payable on any periodic basis (monthly, quarterly, semi-annually, etc.). The Trust Agreement may provide that the Operating Affiliate will guarantee distributions by the Trustee to holders of Preferred Securities subject to the Trustee having sufficient funds available for such distributions from payments received on the Note, and the Operating Affiliate, as -4- grantor under the Trust Agreement, may agree to pay the expenses of the Trust. It is contemplated that, for Federal income tax purposes, the Trust will be treated as a passive grantor trust and not as a partnership. Accordingly, as in the case of a limited liability company or limited partnership Special Purpose Subsidiary, the Trust will not be subject to tax and the Operating Affiliate and investors holding Preferred Securities will be treated as the owners of the Trust and will be required to include in income their proportionate shares of the income of the Trust. However, the information reporting procedure for a Trust would differ from the procedures used when the Special Purpose Subsidiary is a limited liability company or a limited partnership. Investors would receive tax reporting information from their brokers on an IRS Form 1099, rather than the Schedule K-1. It is anticipated that the Trust will be exempt from status as an "investment company" under the Investment Company Act of 1940, as amended, in reliance on the finance subsidiary rule (Rule 3a-5). B. As stated above, each Operating Affiliate further proposes that such Operating Affiliate may issue and sell its Notes directly to investors, rather than utilizing a Special Purpose Subsidiary as a financing vehicle. -5- 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. Date: October 10, 1995 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 -6- -----END PRIVACY-ENHANCED MESSAGE-----