-----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, icu+2WoEuyE9oM5luFWFilplLr32Xxro3Rpf957g00tKvhkzMnelfNZmKW9T5pXU j3ko5A1Dr5ooYMFuIhP3tA== 0000092122-94-000017.txt : 19940314 0000092122-94-000017.hdr.sgml : 19940314 ACCESSION NUMBER: 0000092122-94-000017 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 35 SEC FILE NUMBER: 070-08309 FILM NUMBER: 94515596 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 U-1/A 1 FORM U-1 AMENDMENT File No. 70-8309 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Amendment No. 3 to FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY 64 Perimeter Center East Atlanta, Georgia 30346 (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) Tommy Chisholm, Secretary The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 (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 Item 1. Description of Proposed Transactions. Item 1 is hereby amended by deleting Item 1.7 in its entirety and substituting the following revised Item 1.7 therefor: 1.7 Compliance with Rule 53. Under Rule 53(a), the Commission shall not make certain specified findings under Sections 7 and 12 in connection with a proposal by a holding company to issue securities for the purpose of acquiring the securities of or other interest in an "exempt wholesale generator," or to guarantee the securities of an "exempt wholesale generator," if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are met, provided that none of the conditions specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. In that regard, Southern states that, giving effect to the use of up to $500 million of proceeds of the borrowings and/or commercial paper sales herein requested to acquire the securities or other interests in one or more "exempt wholesale generators," all of the conditions set forth in Rule 53(a) are and will be satisfied and none of the conditions set forth in Rule 53(b) exists or, as a result thereof, will exist. Rule 53(a)(1): Assuming the full utilization of $500 million of proceeds of the new borrowings and/or commercial paper sales to make investments in "exempt wholesale generators" and "foreign utility companies," Southern's "aggregate investment" in such entities will equal approximately 29.03% of "consolidated retained earnings," as defined in Rule 53(a)(1)(ii), of Southern, determined as follows: At December 31, 1993, Southern had - 2 - invested, directly or indirectly, an aggregate of $333.98 million in "exempt wholesale generators" and "foreign utility companies."1 The average of the consolidated retained earnings of Southern reported on Form 8-K or Form 10-Q, as applicable, for the four consecutive quarters ended December 31, 1993, is $2.873 billion. Southern's "aggregate investment," on a pro forma basis, expressed as a percentage of "consolidated retained earnings," is approximately 29.03% ($333.98 million + $500 million divided by $2.873 billion). Rule 53(a)(2): Southern maintains books and records enabling it to identify investments in and earnings from each "exempt wholesale generator" and "foreign utility company" in which it directly or indirectly holds an interest. In addition, each domestic "exempt wholesale generator" in which Southern holds an interest maintains its books and records and prepares its financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). The books and records and financial statements of each "foreign utility company" in which Southern holds an interest (including those that are "majority-owned subsidiaries" and those that are not) are maintained and prepared in conformity with GAAP. All of such 1 These investments were in companies or partnerships that are "exempt wholesale generators," as defined in Section 32, operating or constructing facilities in Hawaii and Virginia, and in "foreign utility companies," as defined in Section 33, operating in The Grand Bahamas, Chile and Argentina. - 3 - books and records and financial statements will be made available to the Commission, in English, upon request. Rule 53(a)(3): No more than 2% of the employees of Southern's operating utility subsidiaries will, at any one time, directly or indirectly, render services to "exempt wholesale generators" and "foreign utility companies." Based on current staffing levels of Southern's domestic operating utility subsidiaries (such companies currently employ, in the aggregate, approximately 27,000 salaried and hourly employees), no more than 540 employees of these companies, in the aggregate, determined on a full-time-equivalent basis, will be utilized at any one time in rendering services directly or indirectly to "exempt wholesale generators" and "foreign utility companies." In a separate proceeding (File No. 70-7932) certain of Southern's subsidiaries are requesting authority to render services to "exempt wholesale generators" and "foreign utility companies," as required by Rule 53(a). Rule 53(a)(4): Southern is simultaneously submitting a copy of this Application or Declaration, and will submit copies of any Rule 24 certificates required hereunder, as well as a copy of Southern's Form U5S (commencing with the Form U5S to be filed for calendar year 1993), to the Federal Energy Regulatory Commission and to each of the public service commissions having jurisdiction over the retail rates of Southern's operating - 4 - utility subsidiaries. In addition, Southern states that the provisions of Rule 53(a) are not made inapplicable to the authorization herein requested by reason of the provisions of Rule 53(b). Rule 53(b)(1): Neither Southern nor any subsidiary of Southern is the subject of any pending bankruptcy or similar proceeding. Rule 53(b)(2): Southern's average consolidated retained earnings for the four most recent quarterly periods ($2.873 billion) represented an increase of approximately $247 million in the average consolidated retained earnings for the previous four quarterly periods ($2.626 billion). Rule 53(b)(3): For the year ended December 31, 1993, aggregate losses attributable to Southern's direct or indirect investments in "exempt wholesale generators" and "foreign utility companies" ($2.13 million) represented less than one-tenth of 1% of consolidated retained earnings ($2.968 billion). Item 6. Exhibits and Financial Statements. (a) Exhibits G - Estimated sources of funds for the years 1994, 1995 and for the three months ended March 31, 1996 (Revised). - 5 - 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: March 11, 1994 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary EX-99 2 EXHIBIT G THE SOUTHERN COMPANY Exhibit G Statements of Cash Flows Estimated for the Years 1994, 1995, and 1996
Year Year Year 1994 1995 1996 (Millions of Dollars) OPERATING ACTIVITIES: Dividends to Southern from Subsidiaries $791 $814 $823 Other Retained Earnings, Working Capital Changes, 50 2 40 Net Cash Provided from Operating Activities 841 816 863 INVESTING ACTIVITIES: Proposed Capital Contributions to Subsidiaries (1)(2) (250) (300) (150) FINANCING ACTIVITIES: Sales of Common Stock (1) 297 265 76 Change in Interim Obligations (1) (222) 0 0 Payment of Common Stock Dividends (768) (781) (789) Net Cash Used for Financing Activities (693) (516) (713) Net Change in Cash & Temporary Cash Investments (102) 0 0 Cash & Temporary Cash Investments at Beginning of Period 102 0 0 Cash & Temporary Cash Investments at End of Period 0 0 0
(1) The amount and mix of debt and equity capital required each year will be contingent upon investment opportunities. (2) Capital contributions to Operating Company Subsidiaries will be the subject of subsequent application on Form U-1. Investments in other subsidiaries are the subject of Form U-1 File Nos. 70-7932, 70-8147, 70-8173, 70-8203 and 70-8233. 02/28/94 -----END PRIVACY-ENHANCED MESSAGE-----