-----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, RAO1Xo8UoUhm8hm8M9I5TPTow+Dj2/6HyWeMUJfuYPsehC8wmDnudTV5Wzobn0XY ZfS4NKTr4lTqbDWzh77WRQ== 0000092122-94-000078.txt : 19941229 0000092122-94-000078.hdr.sgml : 19941229 ACCESSION NUMBER: 0000092122-94-000078 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941228 SROS: NYSE 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08505 FILM NUMBER: 94566544 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 35-CERT 1 CERTIFICATE OF NOTIFICATION Filed by THE SOUTHERN COMPANY Pursuant to the order of the Securities and Exchange Commission dated December 13, 1994, in the matter of File No. 70-8505. - - - - - - - - The Southern Company ("Southern"), on its own behalf and on behalf of its new wholly-owned electric utility subsidiary company, Mobile Energy Services Company, Inc. ("Mobile Energy"), hereby certifies to said Commission, pursuant to Rule 24, that the following transactions have been consummated in accordance with and for the purposes represented in the Application or Declaration in the above-referenced proceeding and the order of this Commission herein: 1. On December 15, 1994, Mobile Energy issued to Southern and Southern acquired from Mobile Energy 1000 shares of Mobile Energy's common stock, par value $1.00 per share. On such date, Southern made investments in Mobile Energy of approximately $85 million in the form of purchases of Mobile Energy's common stock and cash capital contributions. 2. On December 16, 1994, Mobile Energy issued its promissory note to Southern and pursuant thereto borrowed approximately $180 million. 3. On December 16, 1994, Mobile Energy purchased from Scott Paper Company ("Scott") all of Scott's right, title and interest in the Energy Complex and certain related assets, all as more particularly described in the Asset Purchase Agreement filed as an exhibit to the Application or Declaration, for an aggregate purchase price of $350 million, a portion of which ($85 million) was represented by Mobile Energy's assumption of Scott's obligations under financing agreements between Scott and the Industrial Development Board of the City of Mobile, Alabama relating to $85 million principal amount of outstanding tax-exempt industrial revenue development bonds due 2019. 4. On December 16, 1994, Southern executed and delivered to Scott guaranties of Mobile Energy's obligations under three separate environmental indemnity agreements between Mobile Energy and Scott or, as applicable, S.D. Warren Company and under the assumption agreement between Mobile Energy and Scott with respect to the $85 million tax-exempt bonds referred to above. - 2 - 5. On December 16, 1994, Mobile Energy executed and delivered to Scott and, as applicable, S.D. Warren Company, various other agreements relating to the operation of the Energy Complex, including the Energy Services Agreements and the Master Operating Agreement, as the same were filed as exhibits to the Application or Declaration. 6. On December 19, 1994, Mobile Energy entered into interest rate swap agreements with Barclays Bank PLC with respect to the $85 million principal amount of tax-exempt bonds assumed by Mobile Energy and $224 million principal amount of notes proposed to be sold by Mobile Energy on or before June 30, 1995, with respect to which this Commission has reserved jurisdiction. Southern executed and delivered to Barclays Bank PLC its guaranty of Mobile Energy's obligations under the interest rate swap agreements. 7. A further Certificate of Notification will be filed following consummation of the transactions with respect to which this Commission has reserved jurisdiction. 8. Filed herewith is the following exhibit: Exhibit F - Opinion of Troutman Sanders dated December 28, 1994. Dated December 28, 1994 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary EX-99.F 2 EXHIBIT F TROUTMAN SANDERS 600 PEACHTREE STREET, SUITE 5200 ATLANTA, GEORGIA 30308-2216 (404) 885-3000 December 28, 1994 Securities and Exchange Commission Washington, D.C. 20549 Re: The Southern Company - Form U-1 Application or Declaration (File No. 70-8505) Ladies and Gentlemen: We are familiar with the statement on Form U-1 referred to above, as amended, and are furnishing this opinion with respect to the transactions proposed therein, which include, among other proposals, (i) the acquisition by The Southern Company, a Delaware corporation ("Southern"), of all of the issued and outstanding common stock, $1 par value (the "Stock"), of Mobile Energy Services Company, Inc., an Alabama corporation ("Mobile Energy") for consideration not to exceed $105 million; (ii) the making of an interim loan by Southern to Mobile Energy in an amount not to exceed $190 million, such interim loan to mature not later than June 30, 1995; (iii) the acquisition by Mobile Energy of certain facilities and equipment constituting the energy and recovery complex ("Energy Complex") at Scott Paper Company's pulp and paper mill in Mobile, Alabama; (iv) Southern's guaranty of Mobile Energy's obligations under environmental indemnity agreements with Scott Paper Company and, as applicable, S. D. Warren Company; (v) the assumption by Mobile Energy of Scott Paper Company's obligations under a facility lease and other instruments relating to $85 million principal amount of outstanding industrial revenue development bonds, and Southern's guaranty of Mobile Energy's obligations under the assumption documents; and (vi) Mobile Energy's issuance of notes (the "Notes") in an aggregate principal amount not to exceed $230 million, and, in connection therewith, Southern's guaranty in lieu of cash reserves that may be required by the purchasers of such Notes. We are of the opinion that: (a) Southern and Mobile Energy are each a validly organized and duly existing corporation under the laws of the State of its incorporation; (b) the transactions described in the Application or Declaration on Form U-1 have been consummated in accordance Securities and Exchange Commission December 28, 1994 Page 2 with such statement, as amended, and the order of this Commission dated December 13, 1994, except to the extent that jurisdiction with respect to any matter was expressly reserved; (c) all state laws applicable to the proposed transactions have been complied with; (d) certificates for the Stock have been duly executed and issued by Mobile Energy, and Southern, as the holder thereof, is entitled to the rights and privileges appertaining thereto set forth in the Certificate of Incorporation of Mobile Energy defining such rights and privileges; (e) the guaranties of Southern in respect of (i) the Tax Exempt Bonds, (ii) Mobile Energy's obligations under the environmental indemnities, and (iii) Mobile Energy's obligations under the interest rate swap instruments are each legal, valid and binding obligations of Southern; and (f) the consummation of the transactions described above and of the other transactions described in the Application or Declaration, as amended, did not violate the legal rights of the holders of any securities issued by Southern, Mobile Energy, 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, as amended, and to the filing thereof with the Commission at the time of the filing by Southern of its certificate of notification pursuant to Rule 24. Very truly yours, /s/Troutman Sanders TROUTMAN SANDERS -----END PRIVACY-ENHANCED MESSAGE-----