-----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, ERe80zS8Yz4XPUtmj9cNri8Jw8pCxRRgCrh3qP+luTrywdY1n/imkQYXtAA96lxq JAHsVvOntPJ20b2Cv4RIaA== 0000003153-97-000022.txt : 19970611 0000003153-97-000022.hdr.sgml : 19970611 ACCESSION NUMBER: 0000003153-97-000022 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970610 SROS: NONE 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: 97621975 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. 15(PE-12) File No. 70-8461 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 15 (Post-Effective No. 12) 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. "It is considered that the record is now complete with respect to the issuance by Georgia Power Capital Trust III of $189,250,000 aggregate liquidation amount of its Trust Preferred Securities and the related issuance by Georgia of the related series of Junior Subordinated Notes and the Guarantee. The terms of such Trust Preferred Securities, Junior Subordinated Notes and Guarantee will be as particularly described in Amendment No. 9 previously filed herein. The applicants request that the Commission reserve jurisdiction, pending completion of the record, over the issuance and sale of preferred securities through December 31, 2005, as follows: $500,000,000 for Alabama; $310,750,000 for Georgia; $50,000,000 for Gulf; $75,000,000 for Mississippi; and $40,000,000 for Savannah. As described in Amendment No. 9, the Trust will issue only one series of Trust Preferred Securities (the "Trust Preferred Securities") and the distribution rate to be borne by the Trust Preferred Securities will not exceed 12.5% per annum (expressed as a percentage of liquidation amount) and shall also be the distribution rate for the Trust Common Securities and the interest rate for the related Junior Subordinated Notes (the "Securities Rate"). The Junior Subordinated Notes will have a maturity of up to 50 years and will not be convertible into any other securities or assets of Georgia or the Trust. In addition, in view of the fact that the proceeds of the sale of the Trust Preferred Securities will be loaned to Georgia, Georgia will agree to pay the underwriters' compensation for their services in an amount not exceeding 4% of the aggregate liquidation amount of such Trust Preferred Securities." ITEM 2. FEES, COMMISSIONS AND EXPENSES. The estimated fees and expenses to be incurred by Georgia in connection herewith are as follows: Filing fees - Securities and Exchange Commission..................... $ 60,607 Fees and Expenses of Trustees........................................ 12,500 Listing on New York Stock Exchange................................... 58,300 Printing charges..................................................... 75,000 Rating Agency Fees................................................... 107,000 Services of Southern Company Services, Inc........................... 30,000 Fees and Expenses of counsel......................................... 45,000 Blue sky fees and expenses........................................... 3,500 Fees of accountants, Arthur Andersen LLP............................. 42,000 Miscellaneous........................................................ 26,093 TOTAL................................................. $460,000 ITEM 3. APPLICABLE STATUTORY PROVISIONS. 3.2 Rule 54 Analysis: The proposed transaction is also subject to Rule 54, which provides that, in determining whether to approve an application which does not relate to any "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), the Commission shall not consider the effect of the capitalization or earnings of any such EWG or FUCO which is a subsidiary of a registered holding company if the requirements of Rule 53(a), (b) and (c) are satisfied. Southern currently meets all of the conditions of Rule 53(a), except for clause (1). At April 30, 1997, Southern's "aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $2.102 billion, or about 56.38% of Southern's "consolidated retained earnings," also as defined in Rule 2 53(a)(1), for the four quarters ended March 31, 1997 ($3,728 million). With respect to Rule 53(a)(1), however, the Commission has determined that Southern's financing of investments in EWGs and FUCOs in an amount greater than the amount that would otherwise be allowed by Rule 53(a)(1) would not have either of the adverse effects set forth in Rule 53(c). See The Southern Company, Holding Company Act Release No. 16501, dated April 1, 1996 (the "Rule 53(c) Order"); and Holding Company Act Release No. 26646, dated January 15, 1997 (order denying request for reconsideration and motion to stay). In addition, Southern has complied and will continue to comply with the record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3) on the use of Operating Company personnel to render services to EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of copies of certain filings under the Act to retail rate regulatory commissions. Further, none of the circumstances described in Rule 53(b) has occurred. Moreover, even if the effect of the capitalization and earnings of EWGs and FUCOs in which Southern has an ownership interest upon the Southern holding company system were considered, there is no basis for the Commission to withhold or deny approval for the proposal made in this Application-Declaration. The action requested in the instant filing (viz. Issuance of preferred securities by Georgia Power Capital Trust III) would not, by itself, or even considered in conjunction with the effect of the capitalization and earnings of Southern's EWGs and FUCOs, have a material adverse effect on the financial integrity of the 3 Southern system, or an adverse impact on Southern's public-utility subsidiaries, their customers, or the ability of State commissions to protect such public-utility customers. The Rule 53(c) Order was predicated, in part, upon an assessment of Southern's overall financial condition which took into account, among other factors, Southern's consolidated capitalization ratio and the recent growth trend in Southern's retained earnings. As of December 31, 1995, the most recent fiscal year preceding the Rule 53(c) Order, Southern's consolidated capitalization consisted of 49.3% equity (including mandatorily redeemable preferred securities) and 50.7% debt (including $1.68 billion of long-term, non-recourse debt and short-term debt related to EWGs and FUCOs). As of year-end 1996, that ratio was 52.9% equity and 47.1% debt (including $1.74 billion of long-term, non-recourse debt and short-term debt related to EWGs and FUCOs); and as of March 31, 1997, following completion of Southern's acquisition of a controlling interest in Consolidated Electric Power Asia Ltd., the comparable ratio was 48.7% equity and 51.3% debt (including $3.82 billion of long-term, non-recourse debt and short-term debt related to EWGs and FUCOs). On a pro forma basis, taking into account the effect of the proposed of the proposed issuance of preferred securities by Georgia Power Capital Trust III, consolidated capitalization would change only slightly to 49.1% equity and 50.9% debt. Thus, since the date of the Rule 53(c) Order, there has been no material change in Southern's consolidated capitalization ratio, which 4 generally remains within accepted industry ranges and limits that rating agencies set for "A" rated utility companies.1 Southern's consolidated retained earnings grew on average approximately 8.8% per year from 1991 through 1995. In 1996, consolidated retained earnings increased $280,365,000, or slightly more than 8%. The small reduction in the rate of earnings growth was primarily attributable to reduced domestic utility sales due to mild weather conditions throughout most of 1996 in the southeastern United States. Earnings attributable to Southern's investments in EWGs and FUCOs continued to contribute modestly to consolidated retained earnings. Accordingly, since the date of the Rule 53(c) Order, the capitalization and earnings attributable to Southern's investments in EWGs and FUCOs has not had any adverse impact on Southern's financial integrity. Reference is made to Exhibit I filed herewith which reflects capitalization at March 31, 1997 and the Statement of Income for the twelve months ended March 31, 1997 for The Southern Company and subsidiaries consolidated. In addition, the exhibit is adjusted to give effect to the proposed issuance of $189,250,000 of preferred securities by Georgia Power Capital Trust III. 1 Currently, capitalization ratios (including short-term debt and non-recourse project debt) for "A" rated utilities are as follows: `A' Industry Benchmark `A' Average* Range* Equity 51% 51 - 53% Debt 49% 47 - 49% *(Source: Standard & Poor's Utilities Rating Service, Financial Statistics, Twelve Months Ended September 30, 1996. The Benchmark `A' Range includes High Average and Average Business Positions). ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. A. Exhibits: A-1 - Trust Agreement of Georgia Power Capital Trust III. (Designated in Form S-3 File Nos. 333-06037, 333-06037-01, 333-06037-02, and 333-06037-03, as Exhibit 4.4-C.) A-2 - Form of Amended and Restated Trust Agreement for Georgia Power Capital Trust III. (Designated in Form S-3 File Nos. 333-06037, 333-06037-01, 333-06037-02, and 333-06037-03, as Exhibit 4.5-C.) B-1 - Form of Subordinated Note Indenture between Georgia Power Company and The Chase Manhattan Bank, as Trustee. (Designated in Form S-3 File Nos. 333-06037, 333-06037-01, 333-06037-02, and 333-06037-03, as Exhibit 4.1.) B-2 - Form of Supplemental Indenture to Subordinated Note Indenture between Georgia Power Company and The Chase Manhattan Bank, as Trustee. (Designated in Form S-3 File Nos. 333-06037, 333-06037-01, 333-06037-02, and 333-06037-03, as Exhibit 4.2.) B-3 - Forms of Guarantee with respect to Preferred Securities of Georgia Power Capital Trust I, Georgia Power Capital Trust II and Georgia Power Capital Trust III. (Designated in Form S-3 File Nos. 333-06037, 333-06037-01, 333-06037-02, and 333-06037-03, as Exhibits 4.8-A, 4.8-B and 4.8-C.) C-1 - Registration Statement under the Securities Act of 1933. (Filed electronically May 30, 1997, File Nos. 333-28189 and 333-28189-01.) C-2 - Amendment No. 1 to Registration Statement under the Securities Act of 1933. (Filed electronically June 5, 1997, File Nos. 333-28189 and 333-28189-01.) F-2 - Opinion of Troutman Sanders LLP, counsel for Georgia. I - Capitalization and Income Statement of The Southern Company and Subsidiary Companies after giving effect to the issuance of the preferred securities. B. Financial Statements. Balance sheet of Georgia at March 31, 1997. (Designated in Georgia's Form 10-Q for the quarter ended March 31, 1997, File No. 1-6468.) Statements of Income of Georgia for the period ended March 31, 1997. (Designated in Georgia's Form 10-Q for the quarter ended March 31, 1997, File No. 1-6468.) 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: June 10, 1997 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 EX-99 2 TROUTMAN SANDERS OPINION Exhibit F-2 TROUTMAN SANDERS LLP 600 PEACHTREE STREET ATLANTA, GA 30308-2216 404-885-3000 June 10, 1997 Securities and Exchange Commission Washington, D.C. 20549 Re: Statement on Form U-1 of Georgia Power Company (the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the proposed transactions described therein relating to the issuance and sale by Georgia Power Capital Trust III ("Georgia Power Capital") of its Trust Preferred Securities and the related issuance by the Company of its Guarantee and Junior Subordinated Notes (all as defined therein). We are of the opinion that (i) the Company is validly organized and duly existing as a corporation under the laws of the State of Georgia, (ii) Georgia Power Capital Trust III has been duly formed and is validly existing as a statutory business trust under the laws of the State of Delaware, and (iii) upon the issuance of your order or orders in this matter permitting such statement on Form U-1 to become effective with respect to such proposed transactions, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and your order or orders in respect thereof: (a) all State laws applicable to such proposed transactions will have been complied with; (b) the Company's obligations with respect to the Guarantee and the Junior Subordinated Notes will be valid and binding obligations of the Company in accordance with their terms; (c) Georgia Power Capital's obligations with respect to the Trust Preferred Securities will be valid and binding obligations of Georgia Power Capital in accordance with their terms; and (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Company, Georgia Power Capital, or any associate company of either thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1. Very truly yours, /s/ Troutman Sanders LLP EX-99 3 EXHIBIT I
Exhibit I THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES Capitalization Ratios at March 31, 1997 Consolidated Pro Forma per 10-Q Amounts Equity Debt ---------------- ------------- ---------------- -------------- Capitalization (in thousands of dollars): Common stock..........................................$3,405,594 $0 $3,405,594 Paid-in capital........................................2,125,534 0 2,125,534 Retained earnings......................................3,730,782 0 3,730,782 Preferred stock..........................................833,372 0 833,372 Capital & preferred securities.........................1,353,500 189,250 (A) 1,542,750 Long-term debt.........................................9,699,757 0 $9,699,757 Preferred due within one year............................116,155 0 116,155 Long-term debt due within one year.......................466,515 0 466,515 Notes payable & commercial paper.......................2,024,235 0 2,024,235 ----------- ------------- ---------------- -------------- Total (Incl Amts Due in 1 Year)...............$23,755,444 $189,250 $11,754,187 $12,190,507 =========== ============= ================ ============== Actual Amounts in Millions of Dollars....................$23,756 $11,565 $12,191 Actual Capitalization Ratios...............................100.0%. 48.7% 51.3% Pro Forma Amounts in Millions of Dollars.................$23,945 $11,754 $12,191 Pro Forma Capitalization Ratios.......................... 100.0% 49.1% 50.9% Pro Forma Consolidated Statements of Income (Unaudited) (Stated in Thousands of Dollars) For the Twelve Months Ended March 31, 1997 Pro Forma As Adjusted OPERATING REVENUES $ 10,512,948 $ - $ 10,512,948 ---------------- ----------- ---------------- OPERATING EXPENSES: Operation-- Fuel 2,228,043 - 2,228,043 Purchased power 1,289,336 - 1,289,336 Other 1,834,924 - 1,834,924 Maintenance 786,664 - 786,664 Depreciation and amortization 1,041,171 - 1,041,171 Amortization of deferred Plant Vogtle costs 140,518 - 140,518 Taxes other than income taxes 617,085 - 617,085 Income taxes 732,834 (5,673)(B) 727,161 ---------------- ----------- ---------------- Total operating expenses 8,670,575 (5,673) 8,664,902 ---------------- ----------- ---------------- OPERATING INCOME 1,842,373 5,673 1,848,046 OTHER INCOME: Allowance for equity funds used during construction 3,862 - 3,862 Interest income 66,245 - 66,245 Other, net 34,269 - 34,269 Income taxes applicable to other income (2,764) - (2,764) ---------------- ----------- ---------------- INCOME BEFORE INTEREST CHARGES 1,943,985 5,673 1,949,658 ---------------- ----------- ---------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 542,498 - 542,498 Allowance for debt funds used during construction (18,357) - (18,357) Interest on notes payable 113,778 - 113,778 Amortization of debt discount, premium and expense, net 27,733 - 27,733 Other interest charges 48,100 - 48,100 Minority interest in subsidiaries 29,258 - 29,258 Distributions on capital and preferred securities of subsidiary companies 39,597 14,667 (B) 54,264 Preferred dividends of subsidiary companies 80,178 - 80,178 ---------------- ----------- ---------------- Interest charges and other, net 862,785 14,667 877,452 ---------------- ----------- ---------------- CONSOLIDATED NET INCOME $ 1,081,200 $ (8,994) $ 1,072,206 ================ =========== ================ (A) To give effect to the issuance by Georgia Power Capital Trust III of $189,250,000 of Preferred Securities. (B) To give effect to the issuance by Georgia Power Capital Trust III of $189,250,000 of Preferred Securities at an annual rate of 7.75%.
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