-----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, NnxiRu/hBK1L9RaI5Aypn6ams+0y8CQxBK6K86gSSNF33zCHZ39j7fRJSaM26bTV n9HUea3MX0huO0KKbLtzbA== 0000092122-94-000012.txt : 19940302 0000092122-94-000012.hdr.sgml : 19940302 ACCESSION NUMBER: 0000092122-94-000012 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19940228 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: 94513711 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. 2 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, Financial Vice President John F. Young, 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 2. Fees, Commissions and Expenses. No commissions have been or will be paid in connection with the proposed transactions except as described in Item 1.4 hereof with respect to the issuance of commercial paper. Fees and expenses paid or incurred, or to be paid or incurred, directly or indirectly, in connection with the proposed transactions (in addition to those described in Item 1 hereof) are as follows: U-1 filing Fee . . . . . . . . . . . $2,000 Legal Fees . . . . . . . . . . . . . 3,500 Miscellaneous . . . . . . . . . . . . 1,500 Total . . . . . . . . . . . . . . . . $7,000 Item 6. Exhibits and Financial Statements. (a) Exhibits A-1 - Form of commitment agreement and Amendment No.1 and Amendment No. 2 with respect to revolving credits. (Designated in Form U-1, File No. 70- 7738, as Exhibit A-5 and in Form U-1, File No. 70-7937, as Exhibit A-5(b).) A-2 - Form of note. A-3 - List of lending institutions, setting forth the maximum amount that may be borrowed. A-4 - Form of commercial paper note. F - Opinion of Troutman Sanders, counsel for Southern. G - Estimated sources of funds for the years 1994, 1995 and for the three months ended March 31, 1996. - 2 - (b) Financial Statements. Corporate balance sheet of Southern at September 30, 1993. Corporate statement of income and statements of earnings retained in the business and of amount paid in for common stock in excess of par value of Southern for the twelve months ended September 30, 1993. Consolidated balance sheet of Southern and its subsidiaries at September 30, 1993. Consolidated statement of income and statements of earnings retained in the business and amount paid in for common stock in excess of par value of Southern and its subsidiaries for the twelve months ended September 30, 1993. Since September 30, 1993, there have been no material changes, not in the ordinary course of business, in the financial condition of Southern or of Southern and its subsidiaries consolidated from that set forth in or contemplated by the foregoing financial statements. 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: February 28, 1994 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary EX-99 2 EXHIBIT A-2 Exhibit A-2 COMPANY PROMISSORY NOTE Dated: FOR VALUE RECEIVED, COMPANY, a corporation (herein called the "Company"), hereby promises to pay to the order of (the "Bank), the principal sum of million dollars ($ )or, if less, the aggregate unpaid principal balance of all borrowings by the Company from the Bank under this Note as indicated on the grid attached hereto, and to pay interest (calculated on the basis of a year of 360 days and the actual number of days elapsed) on the unpaid principal balance from the date of each borrowing hereunder until paid in full at such rate or rates and payable on such date or dates as the Company and the Bank shall mutually agree upon. The unpaid principal of this Note shall be due and payable on such date or dates as the Company and the Bank shall mutually agree upon. Any principal not paid when due shall bear interest from maturity until paid in full at a floating rate per annum equal to 110% of that rate of interest from time to time announced by the Bank at its principal office as its reference rate, such interest to be payable on demand and upon payment in full of such principal. Payment of principal and interest on this Note shall be made in lawful money of the United States of America to the account of the Bank at its principal office in , or at such other place within the United States of America as the Bank may from time to time designate on not less than ten days notice in writing to the Company. If any such payment of principal or interest would be otherwise due and payable on a Saturday, Sunday or other day on which commercial banks in are authorized by law to close, such payment shall be due and payable on the next succeeding business day and such extension of time shall in such case be included in computing interest, if any, in connection with such payment. The principal of this Note may not be prepaid by the Company. The Bank shall endorse all borrowings made by the Company under this Note and all payments of principal of such borrowings on the grid attached hereto and made a part hereof but no failure to make or any error in making such endorsement shall affect the obligations of the Company hereunder. -2- If any of the following events of default shall occur and be continuing: (a) the Company fails to make or cause to be made any payment of principal of this Note when due; or (b) the Company fails to make or cause to be made any payment of interest on this Note within five (5) days of when due; or (c) a receiver, liquidator or trustee of the Company or of all or a substantial part of its assets is appointed by court order and such order remains in effect for more than 60 days; or a petition is filed against the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed or stayed within 60 days after such filing; or (d) the Company files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law; or (e) the Company makes an assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver, trustee or liquidator of the Company, or of all or a substantial part of its assets; then the Bank may exercise any right, power or remedy permitted to it by law and shall have, in particular, without limiting the generality of the foregoing, the right, by written notice given to the Company, to declare the unpaid principal and all interest accrued on this note then outstanding to be, and the same shall thereupon become, forthwith due and payable without any presentment, demand, protest or further notice of any kind, all of which are expressly waived. The Bank may from time to time enter into participation agreements and pursuant thereto assign its rights under this Note. All amounts payable by the Company under this Note shall be determined as if the Bank had not entered into any such participation agreement. The Bank may furnish any information concerning the Company in the possession of the Bank from time to - 3 - time to participants and prospective participants. Such information will be limited to that which has been customarily provided to the Bank for credit decisions. This Note shall be governed by and construed in accordance with the laws of the State of . COMPANY By: Title: Attest: Title: EX-99 3 EXHIBIT A-3 Exhibit A-3 THE SOUTHERN COMPANY SUMMARY OF CREDIT FACILITIES BANK AMOUNT (millions) FIRST UNION NATIONAL BANK OF GEORGIA . . . . $ 10 CREDIT SUISSE . . . . . . . . . . . . . . . . 10 UNION BANK OF SWITZERLAND . . . . . . . . . . 10 BANK OF AMERICA . . . . . . . . . . . . . . 100 BANK OF NEW YORK . . . . . . . . . . . . . . . 25 BANK SOUTH . . . . . . . . . . . . . . . . . . 10 BARCLAYS BANK . . . . . . . . . . . . . . . . 50 DAI-ICHI KANGYO . . . . . . . . . . . . . . . 50 FUJI BANK . . . . . . . . . . . . . . . . . . 25 INDUSTRIAL BANK OF JAPAN . . . . . . . . . . . 25 MELLON BANK . . . . . . . . . . . . . . . . . 15 MORGAN GUARANTY TRUST CO. . . . . . . . . . 100 NATIONSBANK . . . . . . . . . . . . . . . . . 20 SHAWMUT . . . . . . . . . . . . . . . . . . . 50 BANCA DI ROMA . . . . . . . . . . . . . . . 30 TOTAL . . . . . . . . . . . . . . . . . . $480 EX-99 4 EXHIBIT A-4 Exhibit A-4 FORM OF COMMERCIAL PAPER NOTE (Name of Company) $_________________________ No.________________ On_______________________for value received we promase to pay to t h e o r d e r o f b e a r e r t h e s u m of_____________________________DOLLARS payable at the principal office of ________________________New York, N.Y. Date Issued_________________________ Countersigned (Name of Company) as agent By____________________ By____________________ (Title) (Title) ____________________ (Title) EX-99 5 EXHIBIT F Exhibit F TROUTMAN SANDERS 600 PEACHTREE STREET ATLANTA, GA 30308 404-885-3000 February 28, 1994 Securities and Exchange Commission Washington, DC 20549 Re: Statement on Form U-1 of The Southern Company File No. 70-8309 Gentlemen: We are familiar with the statement on Form U-1 referred to above and are furnishing this opinion with respect to the proposed borrowing, from time to time prior to April 1, 1996, by The Southern Company ("Southern") of an aggregate principal amount not to exceed $500,000,000 at any one time outstanding to be evidenced by notes payable to lenders or commercial paper in the form of promissory notes. We are of the opinion that Southern is a validly organized and duly existing corporation under the laws of the State of Delaware and that upon the issuance of your order herein and in the event that the proposed transactions by Southern are consummated in accordance with such statement on Form U-1 and such order: (a) all State laws applicable to such proposed transactions by Southern will have been complied with; (b) the notes evidencing such borrowings will be valid and binding obligations of Southern in accordance with their terms; and (c) the consummation of such proposed transactions by Southern will not violate the legal rights of the holders of any securities issued by Southern or any associate company thereof. We hereby consent to the use of this opinion in connection with the above-mentioned statement on Form U-1. Very truly yours, /s/ TROUTMAN SANDERS EX-99 6 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 co opportunities. (2) Capital contributions to Operating Company Subsidiaries will be the subject on Form U-1. Investments in other subsidiaries are the subject of Form U- 70-8173, 70-8203 and 70-8233. mah 02/28/94 EX-99 7 FINANCIAL STATEMENTS THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED STATEMENTS OF INCOME (UNAUDITED) (Stated in Thousands of Dollars) For the Twelve Months Ended September, 1993 OPERATING REVENUES $8,411,656 OPERATING EXPENSES: Operation-- Fuel 2,224,477 Purchased power 374,021 Proceeds from settlement of disputed contracts (9,300) Other 1,421,240 Maintenance 651,190 Depreciation and amortization 788,402 Deferred Plant Vogtle expenses, net 17,856 Taxes other than income taxes 451,502 Federal and state income taxes 714,680 Total operating expenses 6,634,068 OPERATING INCOME 1,777,588 OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 6,898 Interest income 30,292 Other, net (39,322) Income taxes applicable to other income 65,251 INCOME BEFORE INTEREST CHARGES 1,840,707 INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 609,782 Allowance for debt funds used during construction (11,360) Interest on interim obligations 25,685 Amortization of debt discount, premium and expense, net 24,112 Other interest charges 86,685 Preferred dividends of subsidiary companies 95,407 Net interest charges and preferred dividends 830,311 CONSOLIDATED NET INCOME $1,010,396 AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (Thousands) 317,677 EARNINGS PER SHARE OF COMMON STOCK $3.18 CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $2.26 ( ) Denotes red figure. THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED BALANCE SHEETS (Stated in Thousands of Dollars) ASSETS At September 30, 1993 (Unaudited) UTILITY PLANT: Plant in service $27,402,181 Less accumulated provision for depreciation 8,836,369 18,565,812 Nuclear fuel, at amortized cost 238,894 Construction work in progress 977,808 Total 19,782,514 OTHER PROPERTY AND INVESTMENTS: Argentina concession agreement, net of amortization 475,107 Nuclear decommissioning trusts 77,711 Miscellaneous 105,548 Total 658,366 CURRENT ASSETS: Cash 109,129 Temporary cash investments, at cost which approximates market 67,206 Special deposits - redemption funds 20,000 Receivables, less accumulated provisions for uncollectible accounts of $11,657 1,292,603 Fossil fuel stock, at average cost 268,226 Materials and supplies, at average cost 544,844 Prepayments 190,765 Miscellaneous 87,674 Total 2,580,447 DEFERRED CHARGES: Deferred Plant Vogtle costs 522,242 Debt expense and loss, being amortized 323,681 Deferred fuel commitments 72,409 Deferred recoverable income taxes 1,536,789 Miscellaneous 367,310 Total 2,822,431 TOTAL ASSETS $25,843,758 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED BALANCE SHEETS (Stated in Thousands of Dollars) CAPITALIZATION AND LIABILITIES At September 30, 1993 (Unaudited) CAPITALIZATION: Common stock, par value $5 per share - Authorized - 1 billion shares; Outstanding -: 319,914,891 shares $ 1,599,574 Amount paid in for common stock in excess of par value 3,055,190 Premium on preferred stock 1,529 Earnings retained in the business 3,032,361 7,688,654 Preferred stock 1,302,208 Preferred stock subject to mandatory redemption 1,500 Long-term debt 7,385,366 Total 16,377,728 CURRENT LIABILITIES: Preferred stock due within one year 20,560 Long-term debt due within one year 173,229 Notes payable 639,619 Commercial paper 153,506 Accounts payable 606,882 Customer deposits 103,920 Taxes accrued-- Federal and state income 185,703 Other 236,915 Interest accrued 177,311 Vacation pay accrued 88,034 Miscellaneous 226,084 Total 2,611,763 DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 3,900,383 Accumulated deferred investment tax credits 914,284 Disallowed Plant Vogtle capacity buyback costs 60,592 Prepaid capacity revenues 145,018 Deferred credits related to income taxes 1,048,931 Miscellaneous 785,059 Total 6,854,267 TOTAL CAPITALIZATION AND LIABILITIES $25,843,758 -----END PRIVACY-ENHANCED MESSAGE-----