U-1/A 1 am2_9739.txt File No. 70-9739 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 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 One Energy Place Birmingham, Alabama 35291 Pensacola, Florida 32520 GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY 241 Ralph McGill Boulevard, N.E. 2992 West Beach Atlanta, Georgia 30308 Gulfport, Mississippi 39501 (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) William E. Zales, Jr., Vice President Warren E. Tate, Secretary and Corporate Secretary and Treasurer Alabama Power Company Gulf Power Company 600 North 18th Street One Energy Place Birmingham, Alabama 35291 Pensacola, Florida 32520 Judy M. Anderson, Vice President Michael W. Southern, Vice President, and Corporate Secretary Secretary, Treasurer and Georgia Power Company Chief Financial Officer 241 Ralph McGill Boulevard, N.E. Mississippi Power Company Atlanta, Georgia 30308 2992 West Beach Gulfport, Mississippi 39501 (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., Suite 5200 270 Peachtree Street, N.W. Atlanta, Georgia 30308 Atlanta, Georgia 30303 INFORMATION REQUIRED ITEM 2. FEES, COMMISSIONS AND EXPENSES. Item 2 is hereby amended to read in its entirety as follows: "Other than the Cash Payments described in Item 1, the fees, commissions and expenses (each, a `fee') to be incurred, directly or indirectly, by the Applicants or any associate company thereof in connection with the proposed transactions are estimated as follows: Southern Company Services fees........................ $ 50,000 Outside counsel fees.................................. 125,000 Information Agent fees................................ 25,000 Broker/dealer fees.................................... 120,000 Printing.............................................. 50,000 Mailing............................................... 100,000 Miscellaneous fees.................................... 30,000 -------- TOTAL................................................. $500,000" ======== ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS (a) Exhibits: B-1 - Proxy Statement for ALABAMA Series. B-2 - Proxy Statement for GULF Series. B-3 - Proxy Statement for MISSISSIPPI Series. B-4 - Notice of Special Meeting (attached as part of Exhibit B-1 (ALABAMA Series), B-2 (GULF Series) and B-3 (MISSISSIPPI Series)). B-5 - Form of Proxy for ALABAMA Series. B-6 - Form of Proxy for GULF Series. B-7 - Form of Proxy for MISSISSIPPI Series. F-1 - Opinion of Balch & Bingham LLP, counsel to ALABAMA. F-2 - Opinion of Troutman Sanders LLP, counsel to GEORGIA. F-3 - Opinion of Beggs & Lane, counsel to GULF. F-4 - Opinion of Eaton and Cottrell, P.A., counsel to MISSISSIPPI. 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: November 13, 2000 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