-----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, J8WsWzNykyaSMmM8gQvCpy5J/uLtmThpfKzhokH0TKip8UOrAF1cwVWIInTYUkMB eZkXpBHvQx9rP+olxM9JoQ== 0000003153-96-000005.txt : 19960123 0000003153-96-000005.hdr.sgml : 19960123 ACCESSION NUMBER: 0000003153-96-000005 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960122 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08461 FILM NUMBER: 96505743 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052501000 POS AMC 1 AMENDMENT NO. 7 (POST-EFFECTIVE NO. 4) File No. 70-8461 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 (Post-Effective 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 East Bay Street 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 East Bay Street 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. 270 Peachtree Street, NW Suite 5200 Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS. The third paragraph added to Item 1 by Amendment No. 6 (Post-Effective No. 3) is hereby deleted and replaced with the following: "It is proposed that Alabama Power Capital will issue 3,880,000 of its Trust Preferred Securities (the "Trust Preferred Securities"), with a liquidation preference of $25 per Trust Preferred Security and an aggregate liquidation preference of $97,000,000. It is contemplated that the interest rate to be borne by the Trust Preferred Securities (which shall also be the rate for the Trust Common Securities and Junior Subordinated Notes) will be a fixed rate which shall not be above an annual rate of 10% of the liquidation preference of $25 per Trust Preferred Security (the "Interest Rate"). It is proposed that Alabama Power Capital will issue its Trust Common Securities, registered in the name of Alabama, in an aggregate amount of $3,000,000 (the "Trust Common Securities") to Alabama. The proceeds realized by Alabama Power Capital from the sale of the Trust Preferred Securities, together with Alabama's payment to Alabama Power Capital in the amount of $3,000,000 for the Trust Common Securities, will be loaned to Alabama, such loan to be evidenced by $100,000,000 aggregate principal amount of Alabama's Series A Junior Subordinated Notes (the "Junior Subordinated Notes"). The Junior Subordinated Notes will mature thirty (30) years from the initial regularly scheduled interest payment date with respect thereto (March 31, 2026). It is also proposed that the Junior Subordinated Notes will not be convertible into any other securities or assets of Alabama or Alabama Capital Trust." The eighth paragraph added to Item 1 by Amendment No. 6 (Post-Effective No. 3) is hereby deleted and replaced with the following: The Trust Securities are subject to mandatory redemption upon repayment of the Junior Subordinated Notes at maturity or upon their earlier redemption. The Junior Subordinated Notes may be redeemed, in whole or in part, at the option of Alabama at any time on or after five (5) years from the initial regularly scheduled interest payment date with respect thereto (March 31, 2001). In addition, upon the occurrence of certain special events arising from a change in law or a change in legal interpretation or other specified circumstances relating to tax matters and the Investment Company Act of 1940, as amended, Alabama shall elect to either (i) redeem the Junior Subordinated Notes (and thus cause the redemption of the Trust Securities), or (ii) dissolve Alabama Power Capital and, after satisfaction of creditors as required by applicable Delaware law, cause Junior Subordinated Notes to be distributed to the holders of the Trust Preferred Securities in liquidation of Alabama Power Capital. In the case of such a special event, the Trust shall have the opportunity to eliminate such special event within ninety (90) days after the occurrence thereof by taking some ministerial action, such as filing a form or making an election, or pursuing some other reasonable measure, which would have no adverse effect on Alabama Power Capital, Alabama, or the holders of the Trust Preferred Securities. -2- 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: January 22, 1996 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 -3- -----END PRIVACY-ENHANCED MESSAGE-----