-----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, Wy9o8PuYwsZjRyidUCq9ZwDmk/p1Yw8hBuo//D/pax76xCLU9V5lQelHAiH95tqR GzxORrIGmNsuVI85AmY/SA== 0000092122-97-000064.txt : 19971127 0000092122-97-000064.hdr.sgml : 19971127 ACCESSION NUMBER: 0000092122-97-000064 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971126 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULF POWER CO CENTRAL INDEX KEY: 0000044545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590276810 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-40892 FILM NUMBER: 97729285 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 7703930650 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- Amendment No. 1 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) ------------------------------- GULF POWER COMPANY (Name of Issuer) THE SOUTHERN COMPANY (Name of Person(s) Filing Statement) TITLE CUSIP NUMBER - ----------------------------------------------------------------------------- Gulf Power Company, Preferred Stock 4.64% Series 402479208 5.16% Series 402479307 5.44% Series 402479406 6.72% Series 402479836 1993 Adjustable Rate Series 402479828 - ------------------------------------------------------------------------------ (Title of Class of Securities) (CUSIP Number of Class of Securities) Tommy Chisholm, Secretary The Southern Company 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (770) 393-0650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. Westbrook John D. McLanahan, Esq. Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E., Suite 5200 270 Peachtree Street, N.W. Atlanta, Georgia 30308 Atlanta, Georgia 30303 November 3, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $49,425,485 $9,886 * Solely for purposes of calculating the filing fee and computed pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of securities listed above pursuant to the Offer described in the Offer to Purchase and Proxy Statement filed as an Exhibit hereto. /x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $9,886 Form or Registration No.: Schedule 13E-4 Filing Party: The Southern Company Date Filed: November 26, 1997 This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") dated November 3, 1997 filed by The Southern Company, a Delaware corporation, relating to its offer to purchase any and all outstanding shares of preferred stock of Gulf Power Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement, dated November 3, 1997, and in the related Letter of Transmittal, copies of which are attached as Exhibits 99.(a)(1) and 99.(a)(2) to the Statement. Only those items of the Statement that are amended and supplemented hereby are included herein. Item 9. Material to be filed as Exhibits. Exhibit No. Description 99.(a)(13) Form of Follow-up Mailing to Registered Shareholders. 99.(a)(14) Form of Follow-up Mailing to Street Shareholders. 99.(f)(1) Form of Information Agent Initial Call Phone Script. 99.(f)(2) Form of Information Agent Follow-up Call Phone Script. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 26, 1997 THE SOUTHERN COMPANY By:__/s/Tommy Chisholm_______ Tommy Chisholm Secretary EX-99.(A)(13) 2 Exhibit 99.(a)(13) Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company November 24, 1997 AN URGENT REQUEST ========================================================================= Dear Shareholder: You should have previously received tender offer materials in connection with the tender offers made by The Southern Company for your shares in one or more of the above operating companies. These offers are scheduled to expire on December 10, 1997. Even if you do not intend to tender your shares in the offers, please vote your proxy today! According to our latest records, neither your tender nor your proxy vote for these meetings has been received. Regardless of the number of shares you may own, it is important that they be represented in order to approve the proposed amendment to each company's charter. Remember, if you do not tender your shares, you are eligible to receive a special cash payment if you vote in favor of the proposed charter amendment and it passes. But time is short! Your tender or vote must be received by the depositary, The Bank of New York, prior to December 10, 1997. If you have any questions or require additional materials, please call our Information Agent, Corporate Investor Communications, Inc., toll-free at (888) 881-0526. Thank you in advance for your support. PLEASE RESPOND TODAY YOUR PARTICIPATION IS IMPORTANT ! EX-99.(A)(14) 3 Exhibit 99.(a)(14) Alabama Power Company Georgia Power Company Gulf Power Company Mississippi Power Company November 24, 1997 AN URGENT REQUEST ========================================================================= Dear Shareholder: You should have previously received tender offer materials in connection with the tender offers made by The Southern Company for your shares in one or more of the above operating companies. The offers are scheduled to expire on December 10, 1997. Even if you do not intend to tender your shares in these offers, please vote your proxy today! According to our latest records, neither your tender nor your proxy vote for these meetings has been received. Regardless of the number of shares you may own, it is important that they be represented in order to approve the proposed amendment to each company's charter. Remember, if you do not tender your shares, you are eligible to receive a special cash payment if you vote in favor of the proposed charter amendment and it passes. But time is short! You must instruct your broker to tender or vote your shares prior to December 10, 1997. Your broker cannot tender or vote your shares unless he or she receives specific instructions from you! If you have any questions or require additional materials, please call our Information Agent, Corporate Investor Communications, Inc., toll-free at (888) 881-0526. Thank you in advance for your support. PLEASE RESPOND TODAY REMEMBER - YOUR BROKER CANNOT TENDER OR VOTE YOUR SHARES UNLESS YOU SPECIFICALLY INSTRUCT HIM OR HER TO DO SO! YOUR PARTICIPATION IS IMPORTANT ! EX-99.(F)(1) 4 Exhibit 99.(f)(1) Gulf Power Company Tender & Proxy Action Cash Payments Cusips: 402479-20-8 4.64% Pfd $1.00 30-7 5.16% Pfd $1.00 40-6 5.44% Pfd $1.00 83-6 6.72% Pfd $0.25 82-8 Adjustable Pfd $0.25 Hello, my name is ____________ and I am calling on behalf of Gulf Power Company. The purpose of my call today is to alert you to the Tender Offer being made by The Southern Company for your preferred shares and to discuss the upcoming Special meeting of Shareholders to be held on December 10, 1997. I am also calling to request that you support the proposal amending the company's charter by sending in your voted proxy. (1) Have you received your materials already? Yes? Great. (Go to Question 2.) No? Your material was just mailed and you will receive it shortly. Do you hold your shares with a bank or broker? Yes? If you do not receive it by ____, please call your broker or bank to request additional copies to be sent to you. ** No? If you do not receive it by ____, please call us back at 1-888-881-0526 to request additional copies. This call is toll-free.** **When you receive the material, please take the time to review it and vote your proxy as soon as possible. Your Board of Directors recommends that you support the proposal. You must also decide whether you will participate in the tender offer. If you have any further questions about this please call us toll-free at (2) Have you already tendered your shares? Yes? Great. Thank you. Please remember that you must also have voted in Favor of the proposal to validly tender your shares. (End call) No? Do you plan on participating in the Tender? Yes? Fantastic. Please remember that you must also vote in Favor of the proposal to validly tender your shares. Also, your tender must be received by the Depositary, Bank of New York, prior to 5:00 pm Eastern Standard time on December 10, 1997.(End call) No? May I ask why? (Go to 3) Won't tell? I understand. Thank you. (Go to 3) Undecided? I understand. Do you have any questions about the offer? (Go to3) (3) Have you already voted you proxy? Yes? Fantastic. May I ask if you voted in support of the proposal? Yes? Thank you for your support. (End call) No? May I ask why? Please remember that without supporting the proposal, you cannot participate in the tender offer. However, if you do vote For the proposal, you will receive a cash payment for your vote in favor. This cash payment will be $1.00 or $0.25 depending on the par value or stated capital of your investment. You are not eligible however, to receive this payment if you Tender. (End call) Won't tell? I understand. Thank you. (End call) No? Please remember that the meeting will be held on December 10, 1997 and we need to receive your voted proxy by then. Every share is important regardless of how many or how few shares you own. Your Board of Directors recommends that you support the proposal. You must also decide whether you will participate in the tender offer. If you have any further questions about this please call us toll-free at 1-888-881-0526. Thank you. (End call) (4) Thank you for your time and have a nice day. EX-99.(F)(2) 5 Exhibit 99.(f)(2) Southern Company Second Round Nobo Script-Tender & Proxy Hello, My name is _________ and I am calling on behalf of (operating company) . Late last week your broker was instructed to mail you another form with respect to the tender offer made by Southern Company to purchase your shares and to vote on the proposed charter amendment. 1. Have you already tendered your shares? Yes= Please remember that you must also have voted in Favor of the proposal to validly tender your shares. Thank you for your support and have a nice day. No= Go to question 2. 2. Do you plan on participating in the Tender? Yes= Fantastic. Please remember that you must also vote in Favor of the proposal to validly tender your shares. Also, your tender must be received by the Depositary, The Bank of New York, prior to 5:00 PM Eastern Standard Time on December 10, 1997. Thank you for your time and have a nice day. No= May I ask Why? (Agent will capture comments). Go to question 3. Ref= I understand. Thank you and have a nice day. Und= I understand. Do you have any questions about the offer? (Agent will answer questions). Go to question 3. 3. Have you already voted your proxy? Yes= Go to question 4. No= Please remember that the meeting is scheduled to be held on December 10, 1997 and we need to receive your voted proxy by then. Every share is important, regardless of how many or how few shares you own. Your Board of Directors recommends that you support the proposal. If you have any questions about this please feel free to call us, toll free, at 1-888-881-0526. Thank you for your time and have a nice day. Ref= I understand. Thank you and have a nice day. 5. May I ask if you are in support of the proposal? Yes= Thank you for your support and have a nice day. No= May I ask why? (Agent will capture comments). Please remember that without supporting the proposal, you cannot participate in the tender offer. However, if you do vote For the proposal, you will receive a cash payment for your vote in favor of the proposed amendment if it passes. This cash payment will be ____. You are NOT eligible however, to receive this payment if you tender. Thank you for your time and have a nice day. Southern Company Unvoted Registered Script-Tender & Proxy Hello, My name is _________ and I am calling on behalf of (operating company) . Earlier this week we mailed you another green letter of transmittal with respect to the tender offer made by Southern Company to purchase your shares and to vote on the proposed charter amendment. 1. Have you already tendered your shares? Yes= Please remember that you must also have voted in Favor of the proposal to validly tender your shares. Thank you for your support and have a nice day. No= Go to question 2. 2. Do you plan on participating in the Tender? Yes= Fantastic. Please remember that you must also vote in Favor of the proposal to validly tender your shares. Also, your tender must be received by the Depositary, The Bank of New York, prior to 5:00 PM Eastern Standard Time on December 10, 1997. Thank you for your time and have a nice day. No= May I ask Why? (Agent will capture comments). Go to question 3. Ref= I understand. Thank you and have a nice day. Und= I understand. Do you have any questions about the offer? (Agent will answer questions). Go to question 3. 3. Have you already voted your proxy? Yes= Go to question 4. No= Please remember that the meeting is scheduled to be held on December 10, 1997 and we need to receive your voted proxy by then. Every share is important, regardless of how many or how few shares you own. Your Board of Directors recommends that you support the proposal. If you have any questions about this please feel free to call us, toll free, at 1-888-881-0526. Thank you for your time and have a nice day. Ref= I understand. Thank you and have a nice day. 4. May I ask if you are in support of the proposal? Yes= Thank you for your support and have a nice day. No= May I ask Why? (Agent will capture comments). Please remember that without supporting the proposal, you cannot participate in the tender offer. However, if you do vote For the proposal and it passes, you will receive a cash payment for your vote in favor of the proposed amendment. This cash payment will be ____. You are NOT eligible however, to receive this payment if you tender. Thank you for your time and have a nice day. -----END PRIVACY-ENHANCED MESSAGE-----