-----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, NF6ZVe79wDHXpW4tQFT5BQFPlScQY6TF5pvxy8+aKy7GdSzo/YXw6QCHdu5d/Yxr ywTCY2/8Bx+lTk+K/hX29A== 0000044545-94-000009.txt : 19940914 0000044545-94-000009.hdr.sgml : 19940914 ACCESSION NUMBER: 0000044545-94-000009 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940912 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: 1935 Act SEC FILE NUMBER: 070-08229 FILM NUMBER: 94548760 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 POS AMC 1 AMENDMENT NO. 5 (POST-EFFECTIVE NO. 3) File No. 70-8229 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 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: 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 Item 1. Description of Proposed Transactions. Item 1 is hereby amended by adding thereto the following: "Gulf has determined not to deliver the Letter of Credit or cause insurance policies to be issued in connection with the proposed issuance and sale by the Development Authority of Monroe County (Georgia) (the "Authority") of $22,000,000 aggregate principal amount of its Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project), First Series 1994 (the "First Series Revenue Bonds") and $20,000,000 aggregate principal amount of its Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project), Second Series 1994 (the "Second Series Revenue Bonds"; the First Series Revenue Bonds and the Second Series Revenue Bonds collectively referred to herein as the "Revenue Bonds"). The proceeds of the Revenue Bonds will be applied to the redemption of $42,000,000 principal amount of Development Authority of Monroe County (Georgia), 10 1/2% Pollution Control Revenue Bonds (Gulf Power Company Plant Scherer Project) First Series 1984, due December 1, 2014 (the "Prior Bonds"). Gulf caused the issuance of the Prior Bonds pursuant to authority granted by the Commission in HCAR No. 35-23531 (December 13, 1984). Gulf will issue two separate series of its Collateral Bonds to the Trustee to secure its payment obligations with respect to the respective issues of Revenue Bonds, pursuant to Supplemental Indentures substantially in the form to be filed as Exhibits A-2(a) and A-2(b) hereto. The Authority has, pursuant to competitive bidding, entered into underwriting arrangements with The Robinson-Humphrey Company, Inc.; Merrill Lynch & Co.; CS First Boston; Smith Barney Inc.; J. C. Bradford & Co.; Stephens Inc.; Dean Witter Reynolds, Inc.; and A. G. - 2 - Edwards & Sons, Inc., as the underwriters, for the sale of the First Series Revenue Bonds bearing interest at the rate of 6.30% per annum and maturing (subject to prior redemption) on September 1, 2024. Such arrangements will result in a true interest cost to Gulf of 6.4308% per annum. Such underwriters will purchase the First Series Revenue Bonds from the Authority at a purchase price of 100% of the principal amount thereof (plus accred interest from August 15, 1994 to the delivery date) and Gulf will pay the underwriting fee of $380,000 (1.73% of the aggregate principal amount) for such underwriters' services. It is further proposed that the Authority will enter into underwriting arrangements with Lehman Brothers Inc. or another underwriters providing for the issuance and sale of the Second Series Revenue Bonds. The Second Series Revenue Bonds will have a stated maturity date of September 1, 2024 and will bear interest as hereinafter described. Pursuant to such underwriting arrangements, such underwriter is to agree to purchase the Second Series Revenue Bonds from the Authority at a purchase price of 100% of the principal amount thereof and Gulf will pay an underwriting fee not to exceed $40,000 (0.2% of the aggregate principal amount) for such underwriter's services. The proceeds from the sale of the Second Series Revenue Bonds will be applied solely to the redemption of higher cost revenue bonds heretofore issued by the Authority for the benefit of Gulf as hereinbefore described. It is proposed that the Second Series Revenue Bonds will bear interest at an interest rate determined on each business day (daily rate) until converted at the direction of Gulf to a different interest rate mode permitted under the Trust Indenture. Other - 3 - permitted modes will include interest periods of one week (weekly rate), 30 (or less) to 365 days (commercial paper rate), and 366 days or longer (long-term rate). Factors that could result in Gulf's converting the Second Series Revenue Bonds to a long-term interest rate include a decrease in long-term rates as compared to short-term rates. Except as otherwise provided in the Trust Indenture pursuant to which the Second Series Revenue Bonds are to be secured, each interest rate for each such mode will be determined by the Remarketing Agent appointed under such Trust Indenture as the minimum rate necessary for the Remarketing Agent to sell the Second Series Revenue Bonds at their principal amount (without regard to accrued interest). It is currently proposed that Lehman Brothers Inc. (which firm is also expected to serve as the underwriter as aforesaid) will initially serve as Remarketing Agent and may be removed or may resign as provided in the Trust Indenture. Gulf will agree to pay the Remarketing Agent a fee not to exceed 1/8 of one percent of the principal amount of the Second Series Revenue Bonds annually. Gulf expects to review closely the determinations made by the Remarketing Agent pursuant to the Trust Indenture and to measure such determinations against, among other things, any available published information concerning comparable securities. The interest rate mode for the Second Series Revenue Bonds is subject to conversion from time to time at the option of Gulf as provided in the Trust Indenture. The Trust Indenture provides that the Second Series Revenue Bonds will be subject to purchase on the demand of the owners thereof and to mandatory redemption or purchase in lieu thereof upon the occurrence of certain events, as set forth in the Trust Indenture. - 4 - Such mandatory redemption or purchase events generally include conversion of the interest rate mode. The Trust Indenture contemplates that the Remarketing Agent generally will use reasonable efforts to sell Second Series Revenue Bonds required to be purchased. The record is now complete with respect to the issuance of the Revenue Bonds. Gulf hereby requests that the Commission issue its order with respect to such $42,000,000 of Revenue Bonds and reserve jurisdiction over the sale of the remaining $150,125,000 of Revenue Bonds pending completion of the record. Gulf also requests that the Commission continue to reserve jurisdiction over $134,500,000 in principal amount or par value, as the case maybe, of the Bonds and Preferred Stock pursuant to these proceedings." Item 2. Fees, Commissions and Expenses. Item 2 is hereby amended as follows: "The fees and expenses to be paid or incurred by Gulf, directly or indirectly, in connection with the proposed issuance of the Collateral Bonds with respect to the First Series Revenue Bonds (as distinguished from and excluding fees, commissions and expenses incurred or to be incurred in connection with the sale of the First Series Revenue Bonds by the Authority and in connection with the determination of the tax status of the First Series Revenue Bonds) are as follows: Fee of Counsel for Gulf . . . . . . . . . . . . . $25,000 Fee of accountants, Arthur Andersen & Co . . . . . 25,000 Fee of First Mortgage Bond Trustee . . . . . . . . 15,000 Services of Southern Company Services, Inc. . . . 20,000 Miscellaneous, including telephone charges and traveling expenses . . . . . . . . . . . . . . . 4,000 $89,000 - 5 - The fees and expenses to be paid or incurred by Gulf, directly or indirectly, in connection with the proposed issuance of the Collateral Bonds with respect to the Second Series Revenue Bonds (as distinguished from and excluding fees, commissions and expenses incurred or to be incurred in connection with the sale of the Second Series Revenue Bonds by the Authority and in connection with the determination of the tax status of the Second Series Revenue Bonds) are as follows: Fee of Counsel for Gulf . . . . . . . . . . . . . $25,000 Fee of accountants, Arthur Andersen & Co . . . . . 25,000 Fee of First Mortgage Bond Trustee . . . . . . . . 15,000 Services of Southern Company Services, Inc. . . . 20,000 Miscellaneous, including telephone charges and traveling expenses . . . . . . . . . . . . . . . 4,000 $89,000" Item 3. Exhibits and Financial Statements. (a) Exhibits. A-2(a) - Draft of proposed Supplemental Indenture between Gulf and The Chase Manhattan Bank (National Association), as Trustee, relating to Collateral Bonds for the First Series Revenue Bonds. (To be filed by amendment.) A-2(b) - Draft of proposed Supplemental Indenture between Gulf and The Chase Manhattan Bank (National Association), as Trustee, relating to Collateral Bonds for the Second Series Revenue Bonds. (To be filed by amendment.) B-1(a) - Draft of Loan Agreement between Gulf and the Authority relating to the First Series Revenue Bonds. (To be filed by amendment.) B-1(b) - Draft of Loan Agreement between Gulf and the Authority relating to the Second Series Revenue Bonds. (To be filed by amendment.) B-2(a) - Draft of Trust Indenture between the Authority and the Trustee relating to the First Series Revenue Bonds. (To be filed by amendment.) B-2(b) - Draft of Trust Indenture between the Authority and the Trustee relating to the Second Series Revenue Bonds. (To be filed by amendment.) - 6 - SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Dated: September 12, 1994 GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----