-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, q3vmkAuuSZN5xDkcFN6eZSlh5oy9VjDf7NKGX4l8yTjnjZEFQMV9Qt6WN5wuJ927 R2iNPT7HxOxmpOEzh6sEvg== 0000044545-94-000003.txt : 19940314 0000044545-94-000003.hdr.sgml : 19940314 ACCESSION NUMBER: 0000044545-94-000003 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF POWER CO CENTRAL INDEX KEY: 0000044545 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 590276810 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 35 SEC FILE NUMBER: 070-07294 FILM NUMBER: 94515605 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 POS AMC 1 POST-EFFECTIVE AMENDMENTR File No. 70-7294 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 (Post-Effective No. 3) to Form U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 GULF POWER COMPANY MISSISSIPPI POWER COMPANY 500 Bayfront Parkway 2992 West Beach Pensacola, Florida 32501 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) Warren E. Tate W. Edgar Gilmore Secretary Secretary Gulf Power Company Mississippi Power Company 500 Bayfront Parkway 2992 West Beach Pensacola, Florida 32501 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 F. Young Financial Vice President Vice President The Southern Company Southern Company Services, Inc. 64 Perimeter Center East One Wall Street, 42nd Floor Atlanta, Georgia 30346 New York, New York 10005 John D. McLanahan Troutman Sanders 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 Item 1. Description of Proposed Transactions. Item 1 is hereby amended by adding the following thereto: "The refinancing proposed herein will not be consummated unless the estimated present value savings derived from the net difference between interest payments on the obligations to be issued for refunding purposes and the outstanding Notes is, on an after-tax basis, greater than the present value of all prepayment and issuance costs, assuming an appropriate discount rate. Such discount rate is based on the estimated after-tax interest rate on the obligations issued for refunding purposes. The outstanding Notes of Fuelco, Inc. were issued for the purpose of financing the Termination and Closure Payments to coal suppliers in connection with the termination of then existing contracts. The proceeds from the sale of the Notes to certain insurance companies were loaned by Fuelco, Inc. to Mississippi. Mississippi's obligation to repay such loan is evidenced by its 8.25% Limited Obligation Non-Negotiable Note in the original principal amount of $121,325,000, secured by a Subordinate Land Deed of Trust conveying a subordinated interest in Plant Daniel. Mississippi further executed and delivered separate Guaranty Agreements in favor of each holder from time to time of the outstanding Notes. To provide new lower cost arrangements for the supply of coal to Plant Daniel, Mississippi entered into a contract for such -2- supply with Fuelco, Inc. In turn, Fuelco, Inc. entered into an agreement for the supply of coal to it under terms substantially identical to those of the contract with Mississippi. Mississippi is required to make payments for coal which include amounts necessary to amortize the principal and interest on the outstanding Notes. Such minimum payments are made as coal is delivered to Mississippi, but Mississippi's obligation to pay amounts sufficient to amortize the Notes is irrespective of the delivery of coal." Item 3. Applicable Statutory Provisions. Item 3 is hereby amended by adding thereto the following: "The refinancing of the outstanding Notes is subject to Section 12(c) of the Act but is considered to be excepted from the provisions of Rule 42(a) pursuant to subparagraph (b)(2) of such rule. The obligations of Mississippi proposed to be incurred hereunder may be secured by a subordinated lien on certain properties of Mississippi; such aspect of the proposed transactions may be subject to Section 12(d) of the Act. To the extent that Rule 50 under the Act may be applicable to the financing transactions proposed herein, Gulf and Mississippi hereby request an exception therefrom pursuant to subparagraph (a)(5) of such rule. It is respectfully submitted that compliance with paragraphs (b) and (c) of Rule 50 is not appropriate to aid the Commission to determine whether the fees, commissions or other remuneration to be paid are reasonable, or whether any term or -3- condition is detrimental to the public interest or the interest of investors or consumers." 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. Dated: March 11, 1994 GULF POWER COMPANY By:/s/Wayne Boston Wayne Boston, Assistant Secretary MISSISSIPPI POWER COMPANY By:/s/Wayne Boston Wayne Boston, Assistant Secretary -4- -----END PRIVACY-ENHANCED MESSAGE-----