-----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, IPQnLH1EdoXO8F+C6nmyWucMtZ1VCee2bCf5e82hvAmtZACYPEEmW7+SQbJpYz6n jb51c0DesXzYzrgZpahlzA== 0000092122-94-000040.txt : 19940526 0000092122-94-000040.hdr.sgml : 19940526 ACCESSION NUMBER: 0000092122-94-000040 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940525 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: 1935 Act SEC FILE NUMBER: 070-07932 FILM NUMBER: 94530401 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 U-1/A 1 AMENDMENT NO. 4 TO FORM U-1 File No. 70-7932 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to APPLICATION OR DECLARATION on FORM U-1 under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY SOUTHERN ELECTRIC 64 Perimeter Center East INTERNATIONAL, INC. Atlanta, Georgia 30346 900 Ashwood Parkway Suite 500 Atlanta, Georgia 30338 ALABAMA POWER COMPANY MISSISSIPPI POWER COMPANY 600 Piedmont Avenue, N.E. 2992 West Beach Atlanta, Georgia 30308 Gulfport, Mississippi 39501 GEORGIA POWER COMPANY GULF POWER COMPANY 333 Piedmont Avenue, N.E. 500 Bayfront Parkway Atlanta, Georgia 30308 Pensacola, Florida 32501 SAVANNAH ELECTRIC AND POWER SOUTHERN COMPANY SERVICES, COMPANY INC. 600 Bay Street East 64 Perimeter Center East Savannah, Georgia 31401 Atlanta, Georgia 30346 SOUTHERN NUCLEAR OPERATING COMPANY 42 Inverness Center Parkway Birmingham, Alabama 36242 (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 Thomas G. Boren, President The Southern Company Southern Electric International, 64 Perimeter Center East Inc. Atlanta, Georgia 30346 900 Ashwood Parkway, Suite 500 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 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 Thomas G. Boren John D. McLanahan, Esq. President Troutman Sanders Southern Electric 600 Peachtree Street, N.E. International, Inc. Suite 5200 900 Ashwood Parkway Atlanta, Georgia 30308-2216 Suite 500 Atlanta, Georgia 30338 The Application - Declaration (the "Application"), as previously amended and restated by Amendment No. 3, is hereby further amended as follows: 1. Item 1.4 - Performance of Project Related and Other Services, is hereby amended by adding the following new paragraph after the second full paragraph thereof: "In connection with its authorized business activities, SEI may acquire from non-affiliates or create various types of Intellectual Property, such as computer software programs, technical manuals, and other proprietary processes and programs that are used in power plant design, operations, maintenance and major overhaul programs, financial modeling, and inventory management systems, among others. (Subject to the rights of third parties, such Intellectual Property will be made available to SCS and the Operating Companies in accordance with the existing arrangements for sharing of Intellectual Property, which are described in Item 1.6, below). SEI anticipates that, in conjunction with providing services to non-affiliates, it may be necessary or desirable to enter into separate agreements to sell or license such Intellectual Property." 2. Item 1.4 - Performance of Project Related and Other Services, is further amended by deleting the paragraph on page 10 of Amendment No. 3 that is numbered "3" and substituting the following in lieu thereof: "3. Such Project entity sells electricity at rates based upon its cost of service, as approved by FERC or any state 2 public utility commission having jurisdiction, provided that: (i) the purchaser of such electricity is not an associate company of SEI within the Southern System, and (ii) the terms and conditions (including price) of the contract pursuant to which SEI agrees to provide such services or goods have been expressly approved by the holders of a majority of the equity interests of such Project entity other than Southern or any associate company of Southern." 3. Item 1.7 - Additional Investments in SEI, is hereby amended by adding the following sentence at the end of the third paragraph thereof: "The amount of SEI's expenditures on Development Activities will be included in Southern's "aggregate investment" in EWGs and FUCOs for purposes of Rule 53(a) if such activities culminate in the acquisition of an interest in an EWG or FUCO." 4. Item 1.8 - Indemnification and Performance Guarantees, is amended by inserting the following new paragraph before the final paragraph thereof: "As a further limitation to the foregoing, Southern states that the aggregate maximum amount of its exposure at any one time under all performance guarantees or indemnification or other similar arrangements entered into on behalf of subsidiary companies that are EWGs or FUCOs shall not exceed $250 million, and that such amount shall be treated as a part of Southern's "aggregate investment" in all such entities for purposes of Rule 53(a). At March 31, 1994, Southern's actual and pro forma "aggregate investment" in all EWGs and FUCOs was $832.3 million, 3 or approximately 28.5% of Southern's "consolidated retained earnings," as defined in Rule 53(a), of $2,924 million.1 Taking into account the full amount of Southern's maximum aggregate exposure under performance guarantees and indemnification and other similar arrangements on behalf of EWGs and FUCOs, as herein proposed, Southern's "aggregate investment" in such entities on a pro forma basis would be $1082.3 million, or approximately 37% of "consolidated retained earnings" at March 31, 1994." 5. The second paragraph of Item 3 - Applicable Statutory Provisions, is deleted in its entirety and the following new paragraph substituted in lieu thereof: "The issuance and sale of Notes by SEI and the acquisition thereof by Southern are subject to Sections 6(a), 7, 9(a), and 10 of the Act. The guaranty by Southern of any such Notes is subject to Section 12(b) of the Act and Rule 45 thereunder. The making of cash capital contributions by Southern to SEI (including the conversion of borrowings by SEI from Southern to capital contributions) is also subject to Section 12(b) of the Act and Rule 45 thereunder. The issuance of Notes by SEI for the purpose of financing an investment in any EWG, and the guarantee thereof by Southern, are also subject to Section 32 and Rule 53 1 At March 31, 1994, Southern's actual "aggregate investment" in EWGs and FUCOs was $332.2 million, and its pro forma "aggregate investment," which assumes full utilization by Southern of $500 million of the proceeds of common stock sales, financial guarantees, and/or short-term borrowings to make future investments in such entities, as authorized in HCAR Nos. 25980 and 26004, was $832.2 million. 4 thereunder. In this connection, SEI does not anticipate that its "aggregate investment," as defined Rule 53(a), in all EWGs and FUCOs will at any time exceed $2 million. It is proposed herein that, for purposes of Rule 53(a), the proceeds of any Notes issued by SEI that are invested in EWGs or FUCOs shall, when added to the proceeds of common stock or notes issued by Southern and invested in any such entities, be within the limitations set forth in HCAR Nos. 25980 and 26004, dated January 25 and March 15, 1994, respectively." 6. The sixth paragraph of Item 3 - Applicable Statutory Provisions, is hereby amended by adding the following sentence at the end thereof: "In addition, the guarantee and/or indemnification by Southern of performance and other obligations of any Project affiliate that is an EWG is subject to Section 32 and Rule 53 thereunder." 7. The first sentence of the seventh paragraph of Item 3 - Applicable Statutory Provisions, is deleted in its entirety and restated to read as follows: "The sale of services, including SCN related services, project related services, and other technical services, by SEI to non-associate companies, and, in conjunction therewith, the sale or licensing of Intellectual Property owned or created by SEI to any such non-associate companies, are subject to Sections 9 and 10 of the Act." 5 8. The final paragraph of Item 3 - Applicable Statutory Provisions, is amended by adding the following sentences thereto: "In accordance with Rule 53(a)(4), copies of this Application or Declaration and all amendments hereto and of all certificates filed pursuant to Rule 24 in this proceeding, as well as copies of Item 9 of Southern's Form U5S and Exhibits G and H thereto, have been or will be submitted to the state utility commissions in Georgia, Alabama, Mississippi and Florida. Southern will also comply with all other requirements of Rule 53." 9. Item 6 - Exhibits and Financial Statements, is amended by including the following filed herewith: (a) Exhibits. H - Chart showing, as of February 28, 1994, all associate companies of Southern that are EWGs, FUCOs, and QFs. (b) Financial Statements. (i) Corporate balance sheet of SEI and statements of earnings retained in the business and of amount paid in for common stock in excess of par value at December 31, 1993. (Filed in The Southern Company's Form U5S for the year ended December 31, 1993, File No. 30-222-2.) (ii) Corporate statement of income of SEI for the twelve months ended December 31, 1993. (Filed in The Southern Company's Form U5S for the year ended December 31, 1993, File No. 30-222-2.) (iii) Net cash flow statement of SEI for the twelve months ended December 6 31, 1993. (Filed in The Southern Company's Form U5S for the year ended December 31, 1993, File No. 30-222-2.) 7 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment No. 4 to be signed on their behalf by the undersigned thereunto duly authorized. Dated: May 25, 1994 THE SOUTHERN COMPANY By:/s/Tommy Chisholm Tommy Chisholm Secretary SOUTHERN ELECTRIC INTERNATIONAL, INC. By:/s/Tommy Chisholm Tommy Chisholm Vice President and Secretary ALABAMA POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary GEORGIA POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary (Signatures continued on next page). 8 GULF POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary MISSISSIPPI POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary SAVANNAH ELECTRIC AND POWER COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary SOUTHERN COMPANY SERVICES, INC. By:/s/Wayne Boston Wayne Boston Assistant Secretary SOUTHERN NUCLEAR OPERATING COMPANY By:/s/Wayne Boston Wayne Boston Assistant Secretary 9 EX-99 2 EXHIBIT H EXHIBIT H THE SOUTHERN COMPANY SEI PROJECT COMPANIES AS OF FEBRUARY 28, 1994 DIRECT SUBS UNDER THE SOUTHERN COMPANY APPEAR IN CAPITAL LETTERS ENERGIA NUEVO LEON S.A. DE C.V. FUCO SOUTHERN ELECTRIC INTERNATIONAL, INC. SEI HOLDINGS, INC. | FUCO | | | | | | | | | | SEI Operadora de Argentina, S.A. | | FUCO | | | | Asociados de Electricidad,S.A. | FUCO | | | | | | SEI y Asociados de Argentina, S.A. FUCO | | Hidroelectrica Alicur , S.A. FUCO PAGE 1 SEI HOLDINGS III, INC. FUCO | | SEI Chile, S.A. FUCO | | Empresa Electrica del Norte Grande, S.A. FUCO SEI HOLDINGS IV, INC. FUCO | | | | | Tesro Holding, B.V. SEI Bahamas Argentina II, Inc. FUCO FUCO (to be dissolved) SEI HOLDINGS V, INC. EWG/FUCO | | Desarrollos Petacalco S. de R.L. de C.V. (not yet a Southern Subsidiary) EWG/FUCO PAGE 2 SEI HOLDINGS VI, INC. EWG | | | | | | SEI Bahamas Argentina I, Inc. | EWG | | | | | | Invesores de Electricidad, S.A. | EWG | | | | | SEI Inversora, S.A., EWG (to be dissolved) SEI HOLDINGS VII, INC. (not yet a Southern Subsidiary) EWG | | Southern Electric Australia Pty, Ltd (Formerly Meshelfco) EWG SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD. FUCO | | Southern Electric Bahamas, Ltd. FUCO | | Freeport Power Company, Ltd. FUCO Page 3 SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. EWG | | | | | | | | Birchwood Development Corp. SEI Birchwood, Inc. SEI Hawaiian Cogenerators, Inc. EWG EWG EWG | | | | | | Birchwood Power Partners, L.P. Kalaeloa Partners, Ltd. EWG/QF QF Page 4 -----END PRIVACY-ENHANCED MESSAGE-----