-----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, OIYIn48KSIPQyL+JahmmkF1cMOBtqEmtGL2uVN+dNXjWa+QhSEMIH5Yd5Mz59LzI Z9i7LhlDGnNARXNnA1T2FQ== 0000898430-96-004857.txt : 19961023 0000898430-96-004857.hdr.sgml : 19961022 ACCESSION NUMBER: 0000898430-96-004857 CONFORMED SUBMISSION TYPE: U-7D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960921 FILED AS OF DATE: 19961021 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OGLETHORPE POWER CORP CENTRAL INDEX KEY: 0000788816 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 581211925 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-7D SEC ACT: 1935 Act SEC FILE NUMBER: 032-00445 FILM NUMBER: 96645847 BUSINESS ADDRESS: STREET 1: 2100 EAST EXCHANGE PL STREET 2: P O BOX 1349 CITY: TUCKER STATE: GA ZIP: 30085-1349 BUSINESS PHONE: 4042707600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY PACIFIC LEASING CORP CENTRAL INDEX KEY: 0001023849 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 952928333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-7D BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 U-7D 1 CERTIFICATE PURSUANT TO RULE 7(D) FORM U-7D CERTIFICATE PURSUANT TO RULE 7(D) PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Amendment and Restatement A Certificate to Rule 7(d) on Form U-7D under the Public Utility Holding Company Act of 1935 was executed on December 30, 1985 and filed (the "Original Initial Filing"), as amended by the amendment filed on November 19, 1986, that relates to the financing of a 20.2531646% undivided interest in 60% of Plant Robert W. Scherer Unit No. 2, a coal-fired electric generating unit in Monroe County, Georgia, for the benefit of Oglethorpe Power Corporation as the lessee public utility company. Effective September 21, 1996, the beneficial interest of Ford Motor Credit Company in such 20.2531646% undivided interest was transferred to DFO Partnership as described in Item 10. In connection with such transfer, the undersigned hereby submit this amended certificate, amending and restating the Original Initial Filing in its entirety as if this certificate were the initial filing. The undersigned certify that this certificate accurately summarizes, as required in the instructions hereto, the information requested as to the lease identified herein and the transactions for the financing thereof. 1. Lessee public-utility company: Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) ("Oglethorpe") Address: 2100 East Exchange Place Post Office Box 1349 Tucker, Georgia 30085-1349 2. Date: The Lease Agreement No. 2 is dated December 30, 1985, as amended October 20, 1986. a. Expected date facility will be placed in service: The facility was placed in service on February 1, 1984. 3. Regulatory authority which has acted on transaction: The Rural Utilities Service ("RUS"). The Rural Electrification Administration ("REA") of the United States Department of Agriculture approved the transaction as of December 24, 1985. The RUS succeeded the REA pursuant to Section 232 of the Federal Crop Insurance Reform and Department of Agriculture Act of 1994. Date of order: December 24, 1985 4. Initial term of lease: An interim term from December 30, 1985 until January 1, 1986, followed by a basic term of twenty-seven (27) years and six (6) months. 4a. Renewal Options: The lessee may elect to exercise various renewal options, as follows: (1) the lessee may renew the lease for a fixed rate renewal term commencing on the day following the last day of the basic lease term and ending on the later of (i) the date which is 8.5 years after the commencement of this renewal term and (ii) the earlier of (a) the latest date as of which the estimated fair market value of the undivided interest as determined by appraisal, equals 20% of facility cost, without including inflation or deflation and (b) the date as of which the sum of the number of years of the proposed fixed rate renewal term and the basic term shall equal 70% of the estimated economic useful life of the undivided interest as determined by appraisal. (2) the lessee may renew the lease for an unlimited number of fair market rental value renewal terms commencing on the day following the last day of the basic lease term or any renewal term and extending for one year or any integral multiple thereof up to five years. 5. Brief description of facility: A 20.2531646% undivided interest in 60% of Plant Robert W. Scherer Unit No. 2, an 818 MW (nameplate capacity) coal-fired electric generating unit located in Monroe County, Georgia ("Unit 2") is owned by the undersigned and leased back to Oglethorpe during the term (including renewals) of the lease. In addition, pursuant to a supporting assets lease, the undersigned has a leasehold interest (which, in turn, is subleased back to Oglethorpe during the term, including renewals of the lease), as tenant in common with the Co-owners (Georgia Power Company, Municipal Electric Authority of Georgia and the City of Dalton, Georgia) in 20.2531646% of the Unit 2 site, 10.1265823% in the local common facilities (certain common facilities used in connection with Unit 1 and Unit 2 also located at Plant Robert W. Scherer) and 5.0632912% in the global common facilities (certain other facilities used in common with one or both of Unit 1 and Unit 2 and used with one or both of Units 3 and 4). Georgia Power Corporation is the operator of Plant Robert W. Scherer. 6. Manufacturer or supplier: General Electric Corporation has manufactured and supervised the installation of the turbine- generator, Combustion Engineering has manufactured and installed the boiler. Georgia Power Company was the construction manager. Southern Company Services, Inc. is the Project Engineering firm. Numerous subcontractors and manufacturers were involved in the construction of the facility. 7. Cost of facility: Approximately $80,000,000 Undivided Interest (excluding Transaction Expenses). 8. Basic Rent. As a result of a refinancing and an amendment to the lease on October 20, 1986, the aggregate basic rent during the basic term will be $179,843,023.06. 8a. Periodic Installment. Amount: As a result of a refinancing and an amendment to the lease on October 20, 1986, the periodic installments will be due on December 30 and June 30 of each year through and including June 30, 2013, and will be as listed on Schedule A attached hereto and incorporated herein. 9. Holders of legal title to facility: Wilmington Trust Company, a Delaware banking association, not in its individual capacity but solely as Owner Trustee, and The Bank of New York, acting agent for NationsBank of Georgia, N.A. (as successor in interest to William J. Wade), not in its individual capacity but solely as Co-Owner Trustee (herein collectively referred to as "Owner Trustee"), under Trust Agreement No. 2, as amended and supplemented, dated December 30, 1985. Address: Wilmington Trust Company Rodney Square North Wilmington, DE 19890 Attention: Corporate Trust Administration The Bank of New York, acting agent for NationsBank of Georgia, N.A., as Owner Trustee under Trust Agreement No. 2, dated December 30, 1985, as amended and supplemented, with DFO Partnership (as successor to Ford Motor Credit Company) 100 Ashford Center North, Suite 520 Atlanta, GA 30338 Attention: Corporation Trust Department 10. Holders of beneficial interests: DFO Partnership holds the beneficial interest in the 20.2531646% undivided interest described in Item 5. Address: c/o Security Pacific Leasing Corporation 555 California Street San Francisco, CA 94104 Effective September 21, 1996, Ford Motor Credit Company, the previous holder of the beneficial interest shown in the initial filing executed on December 30, 1985 of the certificate on Form U-7D (the "Original Initial Filing"), transferred such beneficial interest to DFO Holding Company, Inc. Also effective September 21, 1996, DFO Holding Company, Inc. transferred such beneficial interest to DFO Partnership. DFO Partnership is a New York general partnership, the general partners of which are Security Pacific Leasing Corporation and DFO Holding Company, Inc. Amount invested: $26,796,000 Percent of equity: DFO Partnership holds one hundred percent of the equity in the 20.2531646% undivided interest described in Item 5. 11. If part or all of the financing is supplied by loan on which only principal and interest is payable, state: Amount Borrowed: As result of a refinancing on October 20, 1986, OPC Scherer Funding Corporation, a Delaware corporation, has made a loan (the "Refinancing Loan") to the Owner Trustee in the amount of $53,204,000, the proceeds of which were used to prepay the Secured Note (as described in the Item 11 of the Original Initial Filing of Form U-7D) and to repay, in part, the investment originally made by the Owner Participant (the holder of beneficial interest described in Item 10). The Refinancing Loan is evidenced by a Refunding Lessor Note. Interest Rate: The interest rate on the Refunding Lessor Note is as follows: (1) with respect to $1,594,000.00 principal amount as to which the final installment payment is on December 31, 1991, 7.45%; (2) with respect to $8,853,000.00 principal amount as to which the final installment payment is on December 31, 1996, 8.70%; (3) with respect to $42,757,000.00 principal amount as to which the final installment payment is on June 30, 2008, 9.70%. The number of Lenders: one Terms of repayment: Amount and Period: Attached as Schedule B and incorporated herein is a listing of the principal payments to be made semiannually with respect to the Refunding Lessor Note on December 30 and June 30 of each year through and including June 30, 2008. Date executed: October 21, 1996 Signature of holders of legal title: WILMINGTON TRUST COMPANY, a Delaware banking association, as Owner Trustee under a Trust Agreement No. 2 dated December 30, 1985, as amended and supplemented, with DFO Partnership (as successor to Ford Motor Credit Company) By: /s/ Edward L. Truitt, Jr. ----------------------------------------------- Title: Financial Services Officer THE BANK OF NEW YORK, ACTING AGENT FOR NATIONSBANK OF GEORGIA, N.A. (as successor in interest to William J. Wade), as Co-Owner Trustee under a Trust Agreement No. 2, dated December 30, 1985, as amended and supplemented, with DFO Partnership (as successor to Ford Motor Credit Company) By: /s/ Stefan Victory ----------------------------------------------- Title: Assistant Vice President Signature of holders of beneficial interest: DFO PARTNERSHIP By: Security Pacific Leasing Corporation, its managing general partner By: /s/ Steven M. Jacobs ------------------------------------------ Title: Vice President SCHEDULE A Base PV of Rents: 76.19558% Base CTL (Implicit): 6.68863% Full PV of Rents: 76.24008% Full CTL (Implicit): 6.69296%
RENTAL RENT RENT RENT DATE NUMBER AMOUNT % OF COST 12/31/1986 2 3581861.74 4.4773272 6/30/1987 3 3210018.07 4.0125226 12/31/1987 4 2569351.56 3.2116895 6/30/1988 5 3261173.14 6.0764664 12/31/1988 6 2518196.50 3.1477456 6/30/1989 7 3215173.14 4.0189664 12/31/1989 8 2564196.50 3.2052456 6/30/1990 9 2516886.64 3.1461083 12/31/1990 10 3262483.00 4.0781038 6/30/1991 11 2688694.50 3.1108681 12/31/1991 12 3290694.50 4.1133681 6/30/1992 13 2973807.08 3.7172589 12/31/1992 14 2805562.55 3.5069532 6/30/1993 15 3370574.64 4.2132183 12/31/1993 16 2408795.00 3.0109938 6/30/1994 17 4756795.00 5.9459937 12/31/1994 18 2306657.00 2.8833213 6/30/1995 19 4867657.00 6.0845712 12/31/1995 20 2195253.50 2.7440669 6/30/1996 21 4989253.50 6.2365669 12/31/1996 22 2073714.50 2.5921431 6/30/1997 23 3705655.14 4.6320689 12/31/1997 24 2073714.50 2.5921431 6/30/1998 25 4349479.45 5.4368493 12/31/1998 26 2073714.50 2.5921431 6/30/1999 27 5061420.93 6.3267762 12/31/1999 28 2002253.07 2.5028163 6/30/2000 29 5203262.50 6.5040781 12/31/2000 30 1860411.50 2.3255144 6/30/2001 31 5373643.00 6.7170538 12/31/2001 32 1690031.00 2.1125388 6/30/2002 33 5561386.50 6.9517331 12/31/2002 34 1502287.50 1.8778594 6/30/2003 35 5768287.50 7.2103594 12/31/2003 36 1295386.50 1.4192331 6/30/2004 37 5996237.50 7.4952969 12/31/2004 38 1067436.50 1.3342956
RENTAL RENT RENT RENT DATE NUMBER AMOUNT % OF COST 6/30/2005 39 6247436.50 7.8092956 12/31/2005 40 816206.50 1.0202581 6/30/2006 41 6524206.50 8.1552581 12/31/2006 42 539368.50 0.6742106 6/30/2007 43 6829368.50 8.5367106 12/31/2007 44 234303.50 0.2928794 6/30/2008 45 7054193.42 8.8177418 12/31/2008 46 0.00 0.0000000 6/30/2009 47 7063674.00 8.8295925 12/31/2009 48 0.00 0.0000000 6/30/2010 49 7063674.00 8.8295925 12/31/2010 50 0.00 0.0000000 6/30/2011 51 7063674.00 8.8295925 12/31/2011 52 0.00 0.0000000 6/30/2012 53 7063674.00 8.8295925 12/31/2012 54 0.00 0.0000000 6/30/2013 55 3531837.00 4.4147963 ------------ ----------- TOTALS 179843023.06 224.8037780
SCHEDULE B Schedule of Principal Amortization for 1991 Designated Installment
PAYMENT DATE PRINCIPAL AMOUNT PAYABLE December 31, 1986 $ 0 June 30, 1987 0 December 31, 1987 0 June 30, 1988 0 December 31, 1988 0 June 30, 1989 0 December 31, 1989 46,000 June 30, 1990 0 December 31, 1990 746,000 June 30, 1991 0 December 31, 1991 802,000 ---------- $1,594,000
Schedule of Principal Amortization for 1996 Designated Installment
PAYMENT DATE PRINCIPAL AMOUNT PAYABLE June 30, 1992 $ 0 December 31, 1992 229,000 June 30, 1993 921,000 December 31, 1993 0 June 30, 1994 2,348,000 December 31, 1994 0 June 30, 1995 2,561,000 December 31, 1995 0 June 30, 1996 2,794,000 December 31, 1996 0 ---------- $8,853,000
Schedule of Principal Amortization for 2008 Designated Installment
PAYMENT DATE PRINCIPAL AMOUNT PAYABLE June 30, 1997 $ 0 December 31, 1997 0 June 30, 1998 0 December 31, 1998 0 June 30, 1999 1,516,000 December 31, 1999 0 June 30, 2000 2,882,000 December 31, 2000 0 June 30, 2001 3,513,000 December 31, 2001 0 June 30, 2002 3,871,000 December 31, 2002 0 June 30, 2003 4,266,000 December 31, 2003 0 June 30, 2004 4,700,000 December 31, 2004 0 June 30, 2005 5,180,000 December 31, 2005 0 June 30, 2006 5,708,000 December 31, 2006 0 June 30, 2007 6,290,000 December 31, 2007 0 June 30, 2008 4,831,000 ----------- $42,757,000
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