-----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, IoPHKdISqFAkeHSJk/jABHi2aUFTShWUDl1v1ZiCbzWuCLIav2B3nPyXFi1YTjgm vxzRGoWZOgzt1NOvE6bj1A== 0000044545-94-000004.txt : 19981222 0000044545-94-000004.hdr.sgml : 19981222 ACCESSION NUMBER: 0000044545-94-000004 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940323 DATE AS OF CHANGE: 19981221 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: U-1 SEC ACT: SEC FILE NUMBER: 070-08397 FILM NUMBER: 94517478 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 U-1 1 GULF POWER COMPANY BORROWING FORM U-1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 GULF POWER COMPANY 500 Bayfront Parkway Pensacola, Florida 32501 (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 Secretary and Treasurer Gulf Power Company 500 Bayfront Parkway Pensacola, Florida 32501 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to the above agents for service and 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, Esq. Troutman Sanders 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 INFORMATION REQUIRED Item 1. Description of Proposed Transactions. 1.1 Gulf Power Company ("Gulf"), a wholly-owned subsidiary of The Southern Company, a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), proposes to issue and sell from time to time, prior to January 1, 1997, short-term and/or term loan notes to lenders, commercial paper to dealers and/or issue non-negotiable promissory notes to public entities for their revenue anticipation notes in an aggregate principal amount at any one time outstanding of up to $150,000,000. At December 31, 1993, the maximum aggregate principal amounts of unsecured short-term borrowings permissible under Gulf's charter and pursuant to the exemption from the provisions of Section 6(a) of the Act afforded by the first sentence of Section 6(b) of the Act were $91,971,000 and $21,018,000, respectively. In no circumstances will Gulf have unsecured borrowings outstanding at any one time that exceed applicable charter limitations. In view of the restriction on the amount of unsecured short-term debt that Gulf may have outstanding under the terms of its charter, it is proposed that any borrowings pursuant to authority granted hereunder may be, and any such borrowings in excess of such restricted amount of short-term unsecured debt would be, secured by a subordinated lien on certain assets of Gulf. To the extent required, Gulf hereby requests authority therefor pursuant to Section 12(d) of the Act and Rule 44 thereunder. 1.2 Gulf proposes to effect borrowings from certain banks or other lending institutions up to such amounts as will be indicated on the list of such institutions to be filed by amendment hereto. Such - 2 - institutional borrowings will be evidenced by notes to be dated as of the date of such borrowings and to mature in not more than four years after the date of issue, or by "grid" notes evidencing all outstanding borrowings from each lender to be dated as of the date of the initial borrowing and to mature not more than four years after the date of issue. Gulf proposes that it may provide that any note evidencing such borrowings may not be prepayable, or that it may be prepaid with payment of a premium that is not in excess of the stated interest rate on the borrowing to be prepaid, which premium in the case of a note having a maturity of more than one year, may thereafter decline to the date of the note's final maturity. The form of note applicable to this paragraph will be filed by amendment as Exhibit A-1. Borrowings from the listed institutions will be at the lender's prevailing rate offered to corporate borrowers of similar quality. Such rates will not exceed the prime rate or (i) LIBOR plus up to 3/4 of 1%, (ii) the lender's certificate of deposit rate plus up to 1%, or (iii) a rate not to exceed the prime rate to be established by bids obtained from the lenders prior to a proposed borrowing; provided, however, that with respect to borrowings with a maturity in excess of one year, the rate will not exceed the yield for a comparable maturity Treasury note plus one percent. Compensation for the credit facilities may be provided by balances of up to 10% of the available facility or by fees of up to 1/2 of 1% per annum of the amount of the facility. The list of proposed lending institutions, setting forth the maximum amount to be borrowed from each, will be filed by amendment as Exhibit A-2. Borrowings pursuant to the authority hereby sought - 3 - will be effected among the listed institutions up to the respective principal amounts so listed. In connection with borrowings in excess of such listed amounts or from any institution not listed therein, a revised list in each case will be filed pursuant to Rule 24. 1.3 Gulf also may effect short-term borrowings hereunder in connection with the financing of certain pollution control facilities through the issuance by public entities of their revenue bond anticipation notes. Under an agreement with each such public entity, the entity would effectively loan to Gulf the proceeds of the sale of such revenue bond anticipation notes, having a maturity of not more than one year after date of issue, and Gulf may issue its non-negotiable promissory note therefor. Such note would provide for payments thereon to be made at times and in amounts which shall correspond to the payments with respect to the principal of, premium, if any, and interest on such revenue bond anticipation notes, whenever and in whatever manner the same shall become due, whether at stated maturity, upon redemption or declaration or otherwise. It is understood that the Commission will reserve jurisdiction over the issuance by Gulf of its non-negotiable promissory notes pursuant to this Item 1.3 pending completion of the record with respect thereto. 1.4 Gulf also proposes that it will have authority to issue and sell commercial paper to dealers from time to time prior to January 1, 1997. Such commercial paper to dealers will be in the form of promissory notes with varying maturities not to exceed nine months. Actual maturities will be determined by market conditions, the effective interest costs and Gulf's anticipated cash flow, including the proceeds of other borrowings, at the time of issuance. The - 4 - commercial paper notes will be issued in denominations of not less than $50,000 and will not by their terms be prepayable prior to maturity. The form of commercial paper note will be filed by amendment as Exhibit A-3. The commercial paper will be sold by Gulf directly to or through a dealer or dealers (the "dealer"). The discount rate (or the interest rate in the case of interest-bearing notes), including any commissions, will not be in excess of the discount rate per annum (or equivalent interest rate) prevailing at the date of issuance for commercial paper of comparable quality of the particular maturity sold by issuers thereof to commercial paper dealers. No commission or fee will be payable in connection with the issuance and sale of commercial paper, except for a commission not to exceed 1/8 of 1% per annum payable to the dealer in respect of commercial paper sold through the dealer as principal. The dealer will reoffer such commercial paper at a discount rate of up to 1/8 of 1% per annum less than the prevailing interest rate or at an equivalent cost if sold on an interest-bearing basis. The name or names of the commercial paper dealers will be supplied by amendment prior to any sales of such commercial paper. Each certificate under Rule 24 with respect to the issue and sale of commercial paper will include the following information with respect to the issue and sale of such commercial paper: (a) the dates and principal amounts issued; and (b) the discount rate or interest rate, as the case may be, of each commercial paper note and the prime commercial bank rate at which Gulf could have obtained loans from banks at - 5 - the date of issue at least equal to the principal amount of such commercial paper. No dealer will have as an officer or director any person who is also an officer or director of Gulf, as the case may be. 1.5 Pursuant to orders of the Commission, Gulf has authority to effect short-term borrowings prior to April 1, 1996 as set forth in Commission File No. 70-7937 (HCAR No. 35-25507, dated March 31, 1992, HCAR No. 35-25932, dated November 30, 1993, and HCAR No. 35-25989, dated February 16, 1994). At March 22, 1994, borrowings in an aggregate principal amount of approximately $58,000,000 were outstanding pursuant to such authorization. It is Gulf's intent that the authorization sought in this file would supersede and replace the authorization in File No. 70-7937 effective immediately upon the date of the Commission's order herein. 1.6 The total estimated construction expenditures of Gulf are set forth in Exhibit G hereto. The proceeds from the proposed borrowings will be used by Gulf for working capital purposes, including the financing in part of its construction program. None of the proceeds from any borrowing or from the sale of any of the notes proposed herein will be used by Gulf, directly or indirectly, for the acquisition of any interest in an "exempt wholesale generator" or a "foreign utility company". 1.7 Except as may be otherwise authorized by the Commission, any short-term borrowings of Gulf outstanding hereunder after December 31, 1996 will be retired from internal cash resources, the proceeds of equity financings, or the proceeds of long-term debt. 1.8 With respect to the financing transactions proposed hereunder, Gulf hereby requests to file a certificate of notification - 6 - under Rule 24 on a quarterly basis (by the last day of the month following the close of each calendar quarter). Item 2. Fees, Commissions and Expenses. No commissions have been or will be paid in connection with the proposed transactions except as set forth in Item 1.4. Fees and expenses paid or incurred, or to be paid or incurred, directly or indirectly, in connection with the proposed transactions (in addition to those described in Item 1.4 or elsewhere herein) will be filed by amendment. Item 3. Applicable Statutory Provisions. 3.1 Gulf considers that the issuance and sale of the short-term notes and commercial paper notes are currently exempt to the extent set forth above from the provisions of Sections 6(a) and 7 of the Act under the first sentence of Section 6(b) and that upon the granting of this application will be so exempt to the extent of the maximum aggregate principal amounts of the bank notes and commercial paper notes which it proposes to issue. With respect to the term-loan borrowings, Gulf considers that the provisions of Sections 6(a) and 7 of the Act are applicable to the proposed transactions. Gulf considers that the issuance of notes to banks is exempt from the provisions of Rule 50 by paragraph (a)(2) thereof. 3.2 Gulf considers that Rule 50 may be applicable to any issuance and sale of commercial paper under the authority hereby requested but submits that the application of the requirements of Rule 50 in connection with the sales of commercial paper as proposed above is not appropriate in the public interest or for the protection of investors or consumers for the following reasons: (a) all - 7 - commercial paper which Gulf proposes to issue and sell will have maturities not in excess of nine months, (b) current rates for commercial paper for borrowers, such as Gulf, are published daily in financial publications and (c) it is not practical to invite bids for commercial paper. Therefore, Gulf requests the Commission to exempt its proposed issuance and sale of commercial paper from the requirements of Rule 50. 3.3 Gulf considers that the issuance of notes, as described in Item 1.3, may be subject to Rule 50. Gulf requests a finding of the Commission that competitive bidding is inappropriate under the circumstances described herein inasmuch as such notes are to be issued and pledged solely to evidence and secure Gulf's obligation to the public entities and no public offering by Gulf of such notes is to be made. 3.4 The proposed transactions will be carried out in accordance with the procedure specified in Rule 23 and pursuant to an order of the Commission with respect thereto. Item 4. Regulatory Approval. The proposed issuance by Gulf of its notes to institutions and the proposed issuance and sale of its commercial paper notes will have been expressly authorized by the Florida Public Service Commission, which has jurisdiction over the issuance of securities by public utility companies operating in Florida. Such transactions are not subject to the jurisdiction of any federal commission other than the Commission. Item 5. Procedure. Gulf hereby requests that the Commission issue its order with - 8 - respect to these transactions as soon as the rules allow and requests that there be no 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. Gulf hereby waives a recommended decision by a hearing officer or other responsible officer of the Commission and hereby consents that the Division of Investment Management may assist in the preparation of the Commission's decision and/or order in this matter unless such Division opposes the matters covered hereby. Item 6. Exhibits and Financial Statements. (a) Exhibits. A-1 - Form of note. (To be filed by amendment.) A-2 - List of lending institutions, setting forth the maximum amount to be borrowed from each. (To be filed by amendment.) A-3 - Form of commercial paper note. (To be filed by amendment.) A-4 - Restated Articles of Incorporation of Gulf and amendments thereto through November 8, 1993. (Designated in Registration No. 33- 43739 as Exhibit 4(b)-1, in Form 8-K dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(b)(2), in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4 and in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4). A-5 - By-Laws of Gulf as amended effective February 25, 1994, and as presently in effect. (To be filed by amendment.) B - None. C - None. D-1 - Petition of Gulf to the Florida Public Service Commission. (To be filed by amendment.) - 9 - D-2 - Order of Florida Public Service Commission. (To be filed by amendment.) E - None. F - Opinion of Beggs & Lane, counsel for Gulf. (To be filed by amendment.) G - Estimated sources of funds for plant additions of Gulf for the years 1994 and 1995 and for the three months ended March 31, 1996. (Designated in Form U-1, File No. 70-7937, as Exhibit G.) H - Form of Notice. Exhibits heretofore filed with the Commission designated as set forth above are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith. (b) Financial Statements. (To be filed by amendment.) Balance sheet of Gulf at December 31, 1993. Statement of income and statements of earnings retained in the business and other paid-in capital of Gulf for the twelve months ended December 31, 1993. Pro forma journal entries for Gulf relating to the Balance Sheet and Statement of Income. Since December 31, 1993, there have been no material changes, not in the ordinary course of business, in the financial condition of Gulf from that set forth in or contemplated by the foregoing financial statements. Item 7. Information as to Environmental Effects. (a) As described in Item 1, the proposed transactions are of a routine and strictly financial nature in the ordinary course of business. Accordingly, the Commission's action in this matter will not constitute any major federal action significantly affecting the quality of the human environment. - 10 - (b) No other federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. Dated March 23, 1994 GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHIBIT H FORM OF NOTICE EXHIBIT H Gulf Power Company (70- ) Gulf Power Company ("Gulf"), 500 Bayfront Parkway, Pensacola, Florida 32501, a wholly owned subsidiary of The Southern Company ("Southern"), a registered holding company, has filed an application- declaration under Sections 6(a), 6(b), 7 and 12(d) of the Act and Rules 50 and 44 thereunder. Gulf proposes to issue and sell, from time-to-time, prior to January 1, 1997, short-term and/or term loan notes to lenders, commercial paper to dealers and/or issue non-negotiable promissory notes to public entities for their revenue anticipation notes in an aggregate principal amount at any one time outstanding of up to $150,000,000. Borrowings from banks or other lending institutions will be dated as of the date of issue, will mature in not more than four years and will bear interest at the lending bank's prevailing rate offered to corporate borrowers of similar quality. Such rates will not exceed the prime rate or (i) a margin over the London Interbank Offered Rate ("LIBOR"), (ii) a margin over certificate of deposit rates ("CD Rate") or (iii) a rate not to exceed the prime rate to be established by bids obtained from the lenders prior to a proposed borrowing; provided, however, that with respect to borrowings with a maturity in excess of one year, the rate will not exceed the yield for a comparable maturity Treasury note plus one percent. Compensation for the credit facilities is currently provided by balances of up to 10% of the available facilities or by fees up to 1/2 of 1% per annum of the amount of the facility. The commercial paper will not be prepayable and will have varying maturities, none more than nine months. The commercial paper notes will be sold directly to or through dealers at a discount rate not in excess of the discount rate per annum (or equivalent interest rate) prevailing at the date of issuance for commercial paper of comparable quality and of the particular maturity sold by issuers to or through dealers in commercial paper. Gulf proposes to issue and sell the Commercial Paper and issue the Pollution Control Notes under an exception from the competitive bidding requirements of Rule 50 pursuant to Rule 50(a)(5). The proceeds from the proposed borrowings will be used by Gulf for working capital purposes, including the financing in part of its construction program. For the Commission, by the Division of Investment Management, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----