-----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, FFoeRLU/TR5t5gMMt0lHWIYbEkRAId6nvQQYQOeMyTefSVR2oCinYkXsn/aMDQwm 2g+mbXU84HBjjMUyUJKaew== 0000092122-00-500071.txt : 20001215 0000092122-00-500071.hdr.sgml : 20001215 ACCESSION NUMBER: 0000092122-00-500071 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001214 FILER: 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: U-1/A SEC ACT: SEC FILE NUMBER: 070-09727 FILM NUMBER: 789344 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 U-1/A 1 am3_9727.txt File No. 70-9727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to APPLICATION OR DECLARATION on FORM U-1 under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY SOUTHERN ENERGY, INC. 270 Peachtree Street, N.W. 1155 Perimeter Center West Atlanta, Georgia 30303 Atlanta, Georgia 30338 SOUTHERN ENERGY RESOURCES, INC. 1155 Perimeter Center West Atlanta, Georgia 30338 (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 Marce Fuller, President The Southern Company Southern Energy, Inc. 270 Peachtree Street, N.W. 1155 Perimeter Center West Atlanta, Georgia 30303 Atlanta, Georgia 30338 (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 Marce Fuller, President Financial Vice-President Southern Energy, Inc. The Southern Company 1155 Perimeter Center West 270 Peachtree Street, N.W. Atlanta, Georgia 30338 Atlanta, Georgia 30303 John D. McLanahan Robert P. Edwards, Jr. Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 The Application pending in the foregoing file is amended solely to add the attached Exhibit E. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this amendment to be signed on their behalf by the undersigned thereunto duly authorized. Dated: December 14, 2000 THE SOUTHERN COMPANY By:_/s/Tommy Chisholm Tommy Chisholm Secretary SOUTHERN ENERGY, INC. By: /s/Elizabeth B. Chandler Elizabeth B. Chandler Secretary SOUTHERN ENERGY RESOURCES, INC. By: /s/Elizabeth B. Chandler Elizabeth B. Chandler Secretary EX-99 2 exe9727.txt EXHIBIT E Exhibit E Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 December 14, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Statement on Form U-1 of The Southern Company, et al. (File No. 70-9727) Ladies and Gentlemen: We are familiar with the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the transactions proposed therein. These include a) the proposal to extend and renew the organizational and operational authority previously conferred by the Securities and Exchange Commission in The Southern Company, HCAR No. 26468 (February 2, 1996) beyond its current expiration date of the 1996 Order of December 31, 2000 in order to facilitate the divestiture by The Southern Company ("Southern") of the common stock of Southern Energy, Inc. ( "Southern Energy") during calendar year 2001, (b) to obtain any required authorizations pertaining to the implementation of the plan for the distribution, during calendar year 2001, of the voting securities of Southern Energy by Southern to the common stock stockholders of Southern and (c) for Southern to retain certain organizational and operational authority through June 30, 2005, subject to compliance with the other applicable rules, regulations and orders of the Commission. We are of the opinion that Southern is validly organized and duly existing as a corporation under the laws of the State of Delaware, that each of Applicants and the subsidiaries described in the foregoing Application ( hereinafter "System Companies") is or, upon organization, will be validly organized and duly existing as a corporation or limited liability company, as the case may be, under the laws of the applicable State or foreign country and that, upon the issuance of your order herein and in the event that the proposed transactions by Applicants and the System Companies are consummated in accordance with such statement on Form U-1 and such order: (a) all state laws applicable to the proposed transactions will have been complied with; (b) Southern will legally distribute the common stock of Southern Energy and legally acquire the common stock of the "Holdco" referenced in the Application; (c) the transactions, covenants and agreements among and between Applicants and System Companies will be lawful, valid and binding obligations of the Applicants and the System Companies enforceable in accordance with their terms; and (d) the consummation of the proposed transactions by Applicants and the System Companies will not violate the legal rights of the holders of any securities issued by Applicants, the System Companies or any associate company thereof. We hereby consent to the use of this opinion in connection with the above-referenced statement on Form U-1. /s/Troutman Sanders LLP Troutman Sanders LLP By: Robert P. Edwards, Jr. -----END PRIVACY-ENHANCED MESSAGE-----