-----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, OpSj6/ZQ5Uran2GuMzPKlVPL7MCAtwpEU+/wtrfcjezTd5mDt9SDu8OsRcSvySS2 MyAw44w+9fOvfynJNo/ThQ== 0000044545-94-000011.txt : 19940926 0000044545-94-000011.hdr.sgml : 19940926 ACCESSION NUMBER: 0000044545-94-000011 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940923 SROS: NONE 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: 94550105 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 POS AMC 1 AMENDMENT NO. 7 (POST-EFFECTIVE NO. 5) File No. 70-8229 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 (Post-Effective No. 5) 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: "Pursuant to the terms of the Second Series Revenue Bonds and the Trust Indenture under which they are to be issued, the rate of interest on the Second Series Revenue Bonds shall not in any event exceed 15% per annum. Notwithstanding such maximum rate, Gulf expects that the effective cost to Gulf of the Second Series Revenue Bonds determined from time to time will not exceed the yield at the time on U. S Treasury securities having a comparable maturity. Such effective cost will reflect the applicable interest rate or rates and any underwriter's discount or commission. The Note to be issued by Gulf pursuant to each Agreement will provide for payments to be made by Gulf at times and in amounts which shall correspond to the payments with respect to the principal of, premium, if any, and interest on the related series of Revenue Bonds whenever and in whatever manner the same shall become due, whether at stated maturity, upon redemption or declaration or otherwise. The First Series Revenue Bonds will be subject to optional redemption, upon the request of Gulf, on or after September 1, 1999, in whole or in part at any time, at the redemption prices (expressed as percentages of the principal amount) set forth in the table below, plus accrued interest to the redemption date: Redemption Period Redemption (all dates inclusive) Price September 1, 1999 - August 31, 2000 102% September 1, 2000 - August 31, 2001 101% September 1, 2001 - and thereafter 100% The Second Series Revenue Bonds will be subject to optional redemption upon the request of Gulf, in whole or in part on any - 2 - business day, when interest on the Second Series Revenue Bonds is payable at a daily or weekly rate; the redemption price is 100% of the principal amount plus accrued interest to the redemption date. The Second Series Revenue Bonds will not be optionally redeemable during any commercial paper rate period. During any long-term interest rate period (i.e., a period of 366 days or longer), (a) if the long-term interest rate period is less than or equal to five years, the Second Series Revenue Bonds will not be optionally redeemable during such long-term interest rate period; and (b) if the long-term interest rate period is greater than five years, the Second Series Revenue Bonds will not be optionally redeemable for five years after the date on which the Second Series Revenue Bonds begin to bear interest at the long- term interest rate. After such five-year call protection period, the Second Series Revenue Bonds may be redeemed at any time in whole or in part at the option of Gulf at 102% of their principal amount plus accrued interest to the redemption date. Such redemption premium will decline every year by one percentage point until the Second Series Revenue Bonds are redeemable without premium. Subject to certain conditions provided in the Indenture, the foregoing redemption provisions applicable to any long-term interest rate period may be changed based upon market conditions prevailing at the time of the establishment of such long-term interest rate period. The Second Series Revenue Bonds will also be subject to mandatory redemption on the effective date of any new long-term interest rate period, on each interest payment date when the Second Series Revenue Bonds bear interest at a commercial paper rate and on the effective date of any change in the method of determining the interest rate on the Second Series Revenue Bonds. Any such mandatory - 3 - redemption (or purchase by the Company in lieu of redemption as provided in the Indenture) will be at a price equal to 100% of the principal amount of the Second Series Revenue Bonds, plus accrued interest to the redemption or purchase date, except that in the case of a change to a new long-term interest rate period or a change in the interest rate mode prior to the day originally established as the day after the last day of a long-term interest rate period, the Second Series Revenue Bonds will be redeemed or purchased at the percentage of their principal amount which would be payable upon the applicable optional redemption described above. Both series of the Revenue Bonds are also subject to redemption in whole at any time at the principal amount thereof plus accrued interest to the redemption date, but without premium, in certain cases of undue burdens or excessive liabilities imposed with respect to the Project or its damage or destruction beyond practicable or desirable repairability. The First Series Revenue Bonds are not subject to mandatory redemption. The respective series of the Collateral Bonds will be issued in a principal amount equal to the principal amount of the related series of Revenue Bonds and will bear interest at the rate or rates of interest borne by such related series of Revenue Bonds." - 4 - 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 23, 1994 GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----