-----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, eiUzQ/xV4nNo9Gr9ew81hOZ1dmpxN74U/POJDas4UsjVAelhwRB33DzCrdCQHtF/ rUrzZZLfCitc++ygYE8cTA== 0000092122-95-000052.txt : 19950501 0000092122-95-000052.hdr.sgml : 19950501 ACCESSION NUMBER: 0000092122-95-000052 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 25 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950428 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: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 95532441 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 U5S 1 1994 FORM U5S SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------- FORM U5S ANNUAL REPORT For the Fiscal Year Ended December 31, 1994 Filed pursuant to the Public Utility Holding Company Act of 1935 by THE SOUTHERN COMPANY 64 PERIMETER CENTER EAST ATLANTA, GEORGIA 30346 ITEMS ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994.
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands THE SOUTHERN COMPANY (SOUTHERN) None None n/a n/a ALABAMA POWER COMPANY (ALABAMA) 5,608,955 100 $2,614,405 $2,614,405 Southern Electric Generating Company (SEGCO) (a) 164,000 50 26,985 26,985 Alabama Property Company 1,000 100 8,890 8,890 Columbia Fuels, Inc. (COLUMBIA) 1,000 100 1 1 GEORGIA POWER COMPANY (GEORGIA) 7,761,500 100 4,141,554 4,141,554 SEGCO (a) 164,000 50 26,985 26,985 Piedmont-Forrest Corporation (PIEDMONT) 100,000 100 9,527 9,527 11,544 (b) 11,544 Georgia Power LP Holdings Corp. (GEORGIA POWER HOLDINGS) (c) 500 100 - - Georgia Power Capital, L.P. (GEORGIA CAPITAL) (d) n/a n/a 3,109 3,109 GULF POWER COMPANY (GULF) 992,717 100 425,472 425,472 ENERGIA DE NUEVO LEON, S. A. DE C. V.(e) 358 33 1/3 - - MISSISSIPPI POWER COMPANY (MISSISSIPPI) 1,121,000 100 361,753 361,753 MOBILE ENERGY SERVICES COMPANY, INC. (MESCO) (f) 1,000 100 75,258 75,258 SAVANNAH ELECTRIC AND POWER COMPANY (SAVANNAH) 10,844,635 100 161,581 161,581
1 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994. (Continued)
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value - ----------------- ------------ ---------- ------ ---------- In Thousands SEI HOLDINGS, INC. (SEIH) 1,000 100 $188,904 $188,904 Asociados de Electricidad 11,999 (g) (h) (h) SEI y Asociados de Argentina S. A. 1,680 (g) (h) (h) Hidroelectrica Alicura, S. A. 178,006,851 (g) (h) (h) SEI HOLDINGS III, INC. (SEIH-III) 1,000 100 112,066 112,066 SEI Chile, S. A. 999 (g) (h) (h) Inversiones SEI Chile Limitada (i) n/a (g) (h) (h) Electrica SEI Chile Limitada (i) n/a (g) (h) (h) Empresa Electrica del Norte Grande, S. A. (Edelnor) 158,643,607 (g) (h) (h) SEI HOLDINGS IV, INC. (SEIH-IV) 1,000 100 - - Tesro Holding, B. V. 55 (g) (h) (h) SEI Bahamas Argentina II, Inc. 5,000 (g) (h) (h) SEI HOLDINGS VIII, INC. (SEIH-VIII) (j) 1,000 100 - - SEI Beteiligungs GmbH (k) 1 (g) (h) (h) SEI HOLDINGS IX, INC. (SEIH-IX) (l) 1,000 100 30,001 30,001 The Power Generation Company of Trinidad and Tobago Limited (m) 188,370,000 (g) (h) (h) SEI HOLDINGS X, INC. (SEIH-X) (n) 1,000 100 1 1 Southern Electric Brasil Participacoes Ltda. (o) 999 (g) (h) (h) SEI HOLDINGS XI, INC. (SEIH-XI) (n) 1,000 100 1 1 Southern Electric Brasil Participacoes Ltda. (o) 1 (g) (h) (h) SOUTHERN COMPANY SERVICES, INC. (SCS) 14,500 100 783 783 SOUTHERN COMMUNICATIONS SERVICES, INC. (SOUTHERN COMMUNICATIONS) 500 100 4,071 4,071 SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD. (SEBH) 1,000 100 38,041 38,041 Southern Electric Bahamas, Ltd. 5,000 (g) (h) (h) Freeport Power Company Limited 910,809 (g) (h) (h)
2 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994. (Continued)
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value - ----------------- ------------ ---------- ------ ---------- In Thousands SOUTHERN ELECTRIC, INC. (p) 1,000 100 $ 20 $ 20 SEI Bahamas Argentina I, Inc. 5,000 (g) (h) (h) SEI Inversora, S. A. 7,800 (g) (h) (h) SOUTHERN ELECTRIC INTER- NATIONAL, INC. (SEI) 1,000 100 12,711 12,711 SEI Operadora de Argentina, S. A. 11,999 (g) (h) (h) SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. (SEWG) 500 100 - - Birchwood Development Corp. 1,000 (g) (h) (h) SEI Birchwood, Inc. 1,000 (g) (h) (h) Birchwood Power Partners, L. P. (q) SEI Hawaiian Cogenerators, Inc. 1,000 (g) (h) (h) Kalaeloa Partners, L. P. (q) SOUTHERN ELECTRIC RAILROAD COMPANY (SERC) 5,000 100 5 5 SOUTHERN NUCLEAR OPERATING COMPANY, INC. (SOUTHERN NUCLEAR) 1,000 100 1,540 1,540 5,000 (r) 5,000 THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC. (SDIG) 500 100 2,778 2,778 See Notes below. See also Item 5. Notes to Item 1: (a) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA. The amounts shown reflect the respective ownership interests of each company. (b) Promissory note due on demand; interest rate, based on GEORGIA's embedded cost of capital, was 9.71% at January 1, 1995. (c) Date of incorporation was 11/7/94 in the state of Georgia. (d) A limited partnership that was formed on November 10, 1994, in the state of Delaware. (e) Date of incorporation was 2/23/94 in country of Mexico. (f) Date of incorporation was 8/25/94 in the state Alabama. (g) This information is contained in Item 9, Part I(a). (h) This information is contained in Item 9, Part I(b). (i) Limited partnerships. Date of organization was 10/17/94 in the country of Chile. (j) Date of incorporation was 4/14/94 in the state of Delaware. (k) Date of incorporation was 4/22/94 in the country of Germany. (l) Date of incorporation was 9/23/94 in the state of Delaware. (m) Date of incorporation was 12/22/94 in the country of Trinidad and Tobago. (n) Date of incorporation was 7/27/94 in the state of Delaware. (o) Date of incorporation was 8/26/94 in the country of Brazil. (p) Date of incorporation was 1/14/94 in the state of Delaware. (q) A limited partnership. (r) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 6.294%.
3 ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS. - ----------------------------------------------- NONE. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES. - -------------------------------------------------------------------------- NONE. ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. - ------------------------------------------------------------------------ Calendar Year 1994
Name of Company Indicate Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization ------------------- ---------------------- -------- -------- ------- ------------- ------------- (See Note) ALABAMA: First Mortgage Bonds 10 5/8% Series due 2017 ALABAMA None $15,243,000 $15,243,000 $15,243,000 9 1/4% Series due 2021 ALABAMA None $1,252,000 $1,252,000 $1,252,000 8 3/4% Series due 2021 ALABAMA None $1,500,000 $1,500,000 $1,500,000 8 1/2% Series due 2022 ALABAMA None $2,000,000 $2,000,000 $2,000,000 8.30% Series due 2022 ALABAMA None $392,000 $392,000 $392,000 Pollution Control Revenue Bonds 6.00% Series A due 2004 ALABAMA None $18,550,000 $18,550,000 $18,550,000 7.20% Series B due 2006 ALABAMA None $2,900,000 $2,900,000 $2,900,000 7 1/4% Series B due 2003 ALABAMA None $2,950,000 $2,950,000 $2,964,750 7 1/4% Series A due 2003 ALABAMA None $1,650,000 $1,650,000 $1,650,000 10 7/8% Series B due 2014 ALABAMA None $100,000,000 $100,000,000 $102,000,000 7.20% Series E due 2016 ALABAMA None $18,700,000 $18,700,000 $19,074,000 7.20% Series C due 2014 ALABAMA None $28,850,000 $28,850,000 $29,427,000 7.20% Series B due 2014 ALABAMA None $6,150,000 $6,150,000 $6,273,000 GEORGIA: First Mortgage Bonds 10% Series due 2016 GEORGIA None $69,716,000 $69,716,000 $69,716,000 9.23% Series due 2019 GEORGIA None $63,843,000 $63,843,000 $63,843,000 Pollution Control Revenue Bonds 6.375% Series due 2008 GEORGIA None $10,000 $10,000 $10,000 6.375% Series due 2008 GEORGIA None $10,000 $10,000 $10,000 6.375% Series due 2008 GEORGIA None $50,000 $50,000 $50,000 6.40% Series due 2007 GEORGIA None $10,000 $10,000 $10,000 6.40% Series due 2007 GEORGIA None $10,000 $10,000 $10,000
4 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. - ------------------------------------------------------------------------ Calendar Year 1994
Name of Company Indicate Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization ------------------ ---------------------- -------- -------- ------- ------------- ------------- (See Note) Pollution Control Revenue Bonds 6.75% Series due 2006 GEORGIA None $10,000 $10,000 $10,000 6.75% Series due 2006 GEORGIA None $10,000 $10,000 $10,000 10.50% Series due 2015 GEORGIA None $43,420,000 $43,420,000 $46,654,790 11 5/8% Series due 2014 GEORGIA None $28,065,000 $28,065,000 $28,906,950 11 5/8% Series due 2014 GEORGIA None $123,175,000 $123,175,000 $125,638,500 11.75% Series due 2014 GEORGIA None $10,000,000 $10,000,000 $10,200,000 11.75% Series due 2014 GEORGIA None $65,070,000 $65,070,000 $66,371,400 12% Series due 2014 GEORGIA None $126,735,000 $126,735,000 $129,269,700 12.25% Series due 2014 GEORGIA None $113,745,000 $113,745,000 $116,019,900 Preferred Stock $4.60 Series GEORGIA $300 None $300 $192 GULF First Mortgage Bonds 4.625% Series due 1994 GULF None $12,000,000 $12,000,000 $12,000,000 6.00% Series due 1996 GULF None $15,000,000 $15,000,000 $15,000,000 9.20% Series due 1998 GULF None $19,486,000 $19,486,000 $19,486,000 9.00% Series due 2008 GULF None $2,370,000 $2,370,000 $2,370,000 Pollution Control Revenue Bonds 6.00% due 2006 GULF None $100,000 $100,000 $100,000 10.50% due 2014 GULF None $42,000,000 $42,000,000 $42,000,000 Cumulative Preferred Stock Subject to Mandatory Redemption 11.360% Series GULF None 10,000 10,000 $1,000,000 MISSISSIPPI: First Mortgage Bonds 4 5/8% Series due 1994 MISSISSIPPI None None $10,000,000 $10,231,200 4 3/4% Series due 1995 MISSISSIPPI None $11,000,000 None $11,057,530 6% Series due 1996 MISSISSIPPI None $10,000,000 None $10,340,300 9 1/4% Series due 2021 MISSISSIPPI None $1,628,000 None $1,679,118 Pollution Control Bonds 5.80% Series due 2007 MISSISSIPPI None 10,000 None 10,000
5
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES. (Continued) - ---------------------------------------------------------------------- Calendar Year 1994 Name of Company Indicate Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization ------------------ ---------------------- -------- -------- ------- ------------- ------------- (See Note) SAVANNAH: First Mortgage Bonds 4 5/8% Series SAVANNAH None $3,715,000 $3,715,000 $3,715,000 9 1/4% Series SAVANNAH None $1,050,000 $1,050,000 $1,050,000 9 3/8% Series SAVANNAH None $300,000 $300,000 $300,000 Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or authorized in File No. 70-8095 or in the respective proceedings relating to the issuance and sale of preferred stock.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES. - ----------------------------------------------------------
Number of Shares or Carrying Principal Value Name of Owner Name of Issuer Amount Owned to Owner - ------------- -------------- ------------ -------- ALABAMA (sixteen items) (1) 189,522 shares $50,015 ALABAMA (seven items) (2) $1,531,900 $1,531,900 GEORGIA (one item) (3) $750,000 $750,000 SOUTHERN (one item) (4) 130,381 shares $1 Notes to Item 5: (1) Securities representing bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business $50,000 invested in a Minority Enterprise Small Business Investment Company located in Birmingham, Alabama. (2) Debt securities issued by instrumentalities of political subdivisions within ALABAMA's service area to build promotional industrial buildings that will assist in advancing business and industrial development, and $400,000 invested in a private venture capital fund headquartered in Birmingham, Alabama for the purpose of assisting early-stage and high technology companies, with a focus on Alabama-based firms. (3) Investment made in a private venture capital fund for the purpose of assisting early-stage and high technology companies located principally in the Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.) (4) Represents SOUTHERN's investment in Integrated Communication Systems, Inc. (ICS). ICS is engaged in providing two-way communications over local telephone lines for a wide range of energy-related services in the residential and small commercial markets.
6 ITEM 6. OFFICERS AND DIRECTORS. - ----------------------------------- PART I. ------ The following are the abbreviations to be used for principal business address and positions. Principal Business Address Code - ------------------------------------------ 600 North 18th Street Birmingham, AL 35291 (a) 333 Piedmont Avenue, N.E. Atlanta, GA 30308 (b) 500 Bayfront Parkway Pensacola, FL 32501 (c) 2992 West Beach Boulevard Gulfport, MS 39501 (d) 600 East Bay Street Savannah, GA 31401 (e) 64 Perimeter Center East Atlanta, GA 30346 (f) 800 Shades Creek Parkway Birmingham, AL 35209 (g) 900 Ashford Parkway Suite 500 Atlanta, GA 30338 (h) 40 Inverness Center Parkway Birmingham, AL 35242 (i) LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina (j) Suipacha 1111 Piso 18 1368 Buenos Aires, Argentina (k) Apoquindo 3721 Office 114 Santiago, Chile (l) Position Code - ------------------------------------------ Director D President P Chief Executive Officer CEO Chief Financial Officer CFO Chief Accounting Officer CAO Chief Information Officer CIO Chief Production Officer CPO Senior Executive Vice President SEVP Executive Vice President EVP Senior Vice President SVP Financial Vice President FVP Vice President VP Controller/Comptroller C Counsel L Secretary S Treasurer T ALABAMA Name and Principal Address (a) Position - -------------------------------------------- Whit Armstrong D P. O. Box 900 Enterprise, AL 36331 Philip E. Austin D 401 Queen City Avenue Tuscaloosa, AL 35401 Margaret A. Carpenter D 1452 Carter Hill Road Montgomery, AL 36106 A. W. Dahlberg (f) D Peter V. Gregerson, Sr. D 644 Walnut Street Gadsden, AL 35901 Bill M. Guthrie (g) D,EVP, CPO Elmer B. Harris D,P,CEO Crawford T. Johnson, III D P. O. Box 2006 Birmingham, AL 35201 Carl E. Jones, Jr. D P. O. Box 2527 Mobile, AL 36622 Wallace D. Malone, Jr. D P. O. Box 2554 Birmingham, AL 35290 William V. Muse D Auburn University Auburn, AL 36849 John T. Porter D 1101 Martin L. King, Jr. Dr. S.W. Birmingham, AL 35211 Gerald H. Powell D P. O. Box 909 Jacksonville, AL 36265 Robert D. Powers D 202 East Broad Street Eufaula, AL 36027 John W. Rouse D P. O. Box 55305 Birmingham, AL 35255 William J. Rushton, III D P. O. Box 2606 Birmingham, AL 35202 James H. Sanford D 1001 McQueen Smith Road South Prattville, AL 36066 7 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) ------------------- ALABAMA (Continued) Name and Principal Address (a) Position - -------------------------------------------- John C. Webb, IV D P. O. Box Drawer 10 Demopolis, AL 36732 John W. Woods D P. O. Box 11007 Birmingham, AL 35288 Banks H. Farris EVP William B. Hutchins, III EVP,CFO Charles D. McCrary EVP Michael D. Garrett SVP T. H. Jones SVP Robert A. Buettner SVP,L Art P. Beattie VP,S,T A. J. Connor VP James M. Corbitt VP John E. Dorsett VP Robert Holmes, Jr. VP Robin A. Hurst VP Susan N. Knight VP Donald W. Reese VP Michael L. Scott VP Julian H. Smith, Jr. VP M. Euel Wade, Jr. (f) VP,CIO David L. Whitson VP,C,CAO Phillip Wiedmeyer VP Christopher C. Womack VP C. Alan Martin VP W. Ronald Smith VP W. Roy Crow VP Clyde H. Wood VP J. Bruce Jones VP Anthony J. Topazi VP ALABAMA PROPERTY COMPANY Name and Principal Address (a) Position - -------------------------------------------- Elmer B. Harris D,P William B. Hutchins, III D,VP Susan N. Knight D,VP David L. Whitson C Art P. Beattie S,T CFI Name and Principal Address (a) Position - -------------------------------------------- Elmer B. Harris D,P William B. Hutchins, III D,VP David L. Whitson D,C Art P. Beattie S,T GEORGIA Name and Principal Address (b) Position - -------------------------------------------- Edward L. Addison (f) D Bennett A. Brown D P. O. Box 4899 Atlanta, GA 30302-4899 A. W. Dahlberg (f) D William A. Fickling, Jr. D P. O. Box 1976 Macon, GA 31202-1976 H. Allen Franklin D,P,CEO L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Warren Y. Jobe D,EVP,T, CFO James R. Lientz, Jr. D P. O. Box 4899 Atlanta, GA 30302-4899 William A. Parker, Jr. D 1380 West Paces Ferry Road, N.W. Suite 260 Atlanta, GA 30327 G. Joseph Prendergast D 191 Peachtree Street, N.E. Atlanta, GA 30303-1757 Herman J. Russell D 504 Fair Street, S.W. Atlanta, GA 30313 Dr. Gloria M. Shatto D 610 Mount Berry Station Mount Berry, GA 30149-0610 William Jerry Vereen D P. O. Box 460 Moultrie, GA 31776-0460 Thomas R. Williams D 191 Peachtree Street, NE, 21st Floor Atlanta, GA 30303 Dwight H. Evans EVP Bill M. Guthrie (g) EVP William G. Hairston, III (i) EVP Gene R. Hodges EVP Wayne T. Dahlke SVP James K. Davis SVP Robert H. Haubein SVP Gale E. Klappa SVP Fred D. Williams SVP J. D. Woodard (i) SVP D. R. Altman VP Judy M. Anderson VP,S J. Thomas Beckham, Jr. (i) VP Barbara Bowers VP 8 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) ------------------- GEORGIA (Continued) Name and Principal Address (b) Position - -------------------------------------------- William P. Bowers VP Robert L. Boyer VP M. A. Brown VP J. L. Conn VP Fred W. DeMent, Jr. VP J. W. George VP C. B. Harreld VP,C, CAO Leonard J. Haynes VP Ronald E. Leggett VP Craig S. Lesser VP J. B. Manley VP J. L. Martin, Jr. VP Charles K. McCoy (i) VP J. A. Parramore, Jr. VP M. Euel Wade, Jr. (f) VP C. W. Whitney VP James A. Wilson VP W. R. Woodall, Jr. VP PFC Name and Principal Address (b) Position - -------------------------------------------- H. Allen Franklin D,P Robert H. Haubein D,EVP Warren Y. Jobe D,VP,T W. G. Jones, Jr. VP Judy M. Anderson S Georgia Power L. P. Holdings Corp. Name and Principal Address (b) Position - -------------------------------------------- Warren Y. Jobe D,P,T Judy M. Anderson VP,S Charles O. Rawlins (f) VP GULF Name and Principal Address (c) Position - -------------------------------------------- Dr. Reed Bell, Sr. D 5177 N. 9th Avenue, Suite 1 Pensacola, FL 32504 Paul J. DeNicola (f) D Travis J. Bowden D,P,CEO Fred C. Donovan D P. O. Box 13370 Pensacola, FL 32591 W. Deck Hull, Jr. D P. O. Box 2180 Panama City, FL 32402 C. Walter Ruckel D P. O. Box 187 Valparaiso, FL 32580 Joseph K. Tannehill D 10 Arthur Drive Lynn Haven, FL 32444 F. M. Fisher, Jr. VP Bill M. Guthrie (g) VP,CPO J. E. Hodges, Jr. VP G. Edison Holland, Jr. VP,L Earl B. Parsons, Jr. VP Arlan E. Scarbrough VP,CFO Ronnie R. Labrato C Warren E. Tate S,T MISSISSIPPI Name and Principal Address (d) Position - -------------------------------------------- Paul J. DeNicola (f) D Edwin E. Downer D 7642 Poplar Springs Drive Meridian, MS 39305 Robert S. Gaddis D P. O. Box 168 Laurel, MS 39440 Walter H. Hurt, III D P. O. Box 9 Inverness, MS 38753 Aubrey K. Lucas D P. O. Box 5001 Southern Station Hattiesburg, MS 39406 Earl D. McLean, Jr. D P. O. Box 168 Columbia, MS 39429 David M. Ratcliffe D,P,CEO Gerald J. St. Pe D P. O. Box 149 Pascagoula, MS 39568 N. Eugene Warr D 2600 Beach Boulevard Biloxi, MS 39531 H. Ed Blakeslee VP Thomas A. Fanning VP,CFO, S,T Bill M. Guthrie (g) VP,CPO Frederick D. Kuester VP Don E. Mason VP Frances V. Turnage C 9 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) -------------------- SAVANNAH Name and Principal Address (e) Position - -------------------------------------------- Helen Quattlebaum Artley D 9 Avenue of the Pines Savannah, GA 31406 Paul J. DeNicola (f) D Brian R. Foster D P. O. Box 9586 Savannah, GA 31412 Arthur M. Gignilliat, Jr. D,P,CEO Walter D. Gnann D P. O. Box 334 Springfield, GA 31329 Robert B. Miller, III D P. O. Box 8003 Savannah, GA 31412 James M. Piette D 19 Magnolia Crossing Savannah, GA 31411 Arnold M. Tenenbaum D P. O. Box 2567 Savannah, GA 31498 Frederick F. Williams, Jr. D 8 Rockwell Avenue South Savannah, GA 31419 W. Miles Greer VP Bill M. Guthrie (g) VP,CPO Larry M. Porter VP Kirby R. Willis VP,T, CFO Lavonne Calandra S SCS Name and Principal Address (f) Position - -------------------------------------------- Edward L. Addison D A. W. Dahlberg D Paul J. DeNicola D,P,CEO H. Allen Franklin (b) D Elmer B. Harris (a) D Bill M. Guthrie (g) SEVP, CPO Kerry E. Adams (g) EVP W. L. Westbrook EVP,T M. Euel Wade, Jr. SVP,CIO W. C. Archer, III VP W. Roy Barron VP I. Otis Berkhan VP Tommy Chisholm VP,S,L Douglas E. Dutton (g) VP J. Kevin Fletcher VP Dr. C. H. Goodman (g) VP J. Harold Gwin VP J. R. Harris VP W. Dean Hudson VP,C Danny L. Moore VP William K. Newman (g) VP John G. Richardson VP 1130 Connecticut Avenue, NW Washington, DC 20036 Jerry L. Stewart (g) VP Dr. W. Robert Woodall, Jr. VP John F. Young VP One Wall Street, Suite 4200 New York, NY 10005 SDIG Name and Principal Address (f) Position - -------------------------------------------- William P. Bowers (b) D Paul J. DeNicola D Dwight H. Evans (b) D Thomas A. Fanning (d) D Robert E. Jones D,P C. Alan Martin (a) D Michael L. Scott (a) D W. L. Westbrook D Michael W. Southern T Tommy Chisholm S SEGCO Name and Principal Address (a) Position - -------------------------------------------- Robert L. Boyer (b) D H. Allen Franklin (b) D,VP Bill M. Guthrie (g) D,VP Elmer B. Harris D,P Robert H. Haubein (b) D Warren Y. Jobe (b) D T. Harold Jones D Charles D. McCrary D David L. Whitson C William B. Hutchins, III D,VP Art P. Beattie S,T SEI Name and Principal Address (h) Position - -------------------------------------------- Kerry E. Adams (g) D Thomas G. Boren D,P,CEO Travis J. Bowden (c) D A. W. Dahlberg (f) D Paul J. DeNicola (f) D,VP H. Allen Franklin (b) D W. L. Westbrook (f) D,VP 10 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) -------------------- SEI (continued) Name and Principal Address (h) Position - -------------------------------------------- Richard J. Pershing SVP Tommy Chisholm (f) VP,S Robert G. Dawson (j) VP S. Marce Fuller VP Raymond D. Hill VP,CFO J. William Holden, III VP Charles W. Whitney VP Ronald E. Leggett (b) VP William A. Maner, III VP R. Sam Shepard VP James A. Ward C Karl E. Olsoni T SEI Operadora de Argentina, S.A. Name and Principal Address (k) Position - -------------------------------------------- Mariano F. Grondona D,S Ronald E. Leggett (b) D,P George Volland D Felicia L. Bellows (j) D Randall E. Harrison (h) D Jose Martinez de Hoz D SERC Name and Principal Address (g) Position - -------------------------------------------- Bill M. Guthrie D,P Kenneth H. Harrell VP T. Harold Jones (a) VP Larry M. Porter (e) VP Tommy Chisholm (f) S William A. Maner, III (h) T SOUTHERN NUCLEAR Name and Principal Address (i) Position - -------------------------------------------- Edward L. Addison (f) D A. W. Dahlberg (f) D Paul J. DeNicola (f) D H. Allen Franklin (b) D William G. Hairston, III D,P,CEO Elmer B. Harris (a) D Jackie D. Woodard EVP James W. Averett VP J. Thomas Beckham, Jr. VP Louis B. Long VP Charles K. McCoy VP John O. Meier VP,S James H. Miller, III VP,L D. N. Morey VP Robert M. Gilbert , Jr. C,T,CAO SOUTHERN Name and Principal Address (f) Position - -------------------------------------------- Edward L. Addison D,CEO A. D. Correll D 133 Peachtree Street, N.E. Atlanta, GA 30303 A. W. Dahlberg D,P Paul J. DeNicola D,EVP Jack Edwards D P. O. Box 123 Mobile, AL 36601 H. Allen Franklin (b) D,EVP Bruce S. Gordon D 1310 N. Court House Road Arlington, VA 22201 L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Elmer B. Harris (a) D,EVP Earl D. McLean, Jr. D P. O. Box 168 Columbia, MS 39429 William A. Parker, Jr. D 1380 West Paces Ferry Road, N.W. Suite 260 Atlanta, GA 30327 William J. Rushton, III D P. O. Box 2606 Birmingham, AL 35202 Dr. Gloria M. Shatto D 610 Mount Berry Station Mount Berry, GA 30149 Herbert Stockham D P. O. Box 13018 Birmingham, AL 35213 W. L. Westbrook FVP, CFO W. Roy Barron VP Bill M. Guthrie (g) VP J. R. Harris VP John G. Richardson VP 1130 Connecticut Avenue, NW Washington, DC 20036 Dr. W. R. Woodall, Jr. VP W. Dean Hudson C Tommy Chisholm S 11 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) -------------------- Empresa Electrica del Norte Grande, S.A. Name and Principal Address Position - ----------------------------------------- Kerry E. Adams (g) D Raul Castro Letelier D Avda. Grecia 750 Antofagasta, Chile Robert G. Dawson (j) D Edmundo Dupre Echeverria D,VP Avda. Grecia 750 Antofagasta, Chile Patricio Leighton Gonzalez D,P Avda. Grecia 750 Antofagasta, Chile Pastor Sanjurjo D W. L. Westbrook (f) D Jose I. Zaldivar Peralta L Avda. Grecia 750 Antofagasta, Chile Sergio Balbontin Cavada General Avda. Grecia 750 Manager Antofagasta, Chile ENERGIA de NUEVO LEON, S.A. DE C.V. Name and Principal Address (h) Position - -------------------------------------------- Marcelo Canales Clarion D William R. Easter D Jean M. Fauvd D Ismael Garza T. D Arturo G. Garza Zermeno D Andres Gonzalez Sandoval D,S Tanenguy Le Marechal D Raul Rangel Hinojosa D Santiago C. Reyes Retana D W. Clay Smith D MOBILE ENERGY SERVICES COMPANY, INC. Name and Principal Address (h) Position - -------------------------------------------- Raymond D. Hill D,VP, CFO Thomas G. Boren P,CEO Mark R. Ogle VP James A. Ward VP,C Tommy Chisholm (f) S SEI Beteiligungs GmbH Name and Principal Address (h) Position - -------------------------------------------- James A. Ward D SOUTHERN COMMUNICATIONS Name and Principal Address (f) Position - -------------------------------------------- W. Roy Barron D,P Paul J. DeNicola D William B. Hutchins, III (a) D Gale E. Klappa (b) D Earl B. Parsons, Jr. (c) D David M. Ratcliffe (d) D Willliam L. Westbrook D Jeffery M. Brooks VP J. Harold Gwin VP Danny L. Moore VP Tommy Chisholm S Michael W. Southern T SEIH Name and Principal Address (h) Position - -------------------------------------------- Kerry E. Adams (g) D Thomas G. Boren (h) D,P Travis J. Bowden (c) D Paul J. DeNicola (f) D H. Allen Franklin (b) D W. L. Westbrook (f) D Raymond D. Hill VP,T, CFO Ronald E. Leggett (b) VP Richard J. Pershing VP R. Sam Shepard, Jr. VP Tommy Chisholm (f) S James A. Ward C SEIH-III Name and Principal Address (h) Position - -------------------------------------------- Thomas G. Boren D,P A. W. Dahlberg (f) D W. L. Westbrook (f) D Raymond D. Hill VP,CFO James A. Ward T Tommy Chisholm (f) S SEIH-IV Name and Principal Address (h) Position - -------------------------------------------- James A. Ward D Thomas G. Boren P Tommy Chisholm (f) S,T 12 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) -------------------- SEIH-VIII Name and Principal Address (h) Position - -------------------------------------------- Thomas G. Boren P Tommy Chisholm (f) S,T SEIH-IX Name and Principal Address (h) Position - -------------------------------------------- Thomas G. Boren P Tommy Chisholm (f) S,T SEIH-X Name and Principal Address (h) Position - -------------------------------------------- Thomas G. Boren P Tommy Chisholm (f) S,T SEIH-XI Name and Principal Address (h) Position - -------------------------------------------- Thomas G. Boren P Tommy Chisholm (f) S,T Asociados De Electricidad, S.A. Name and Principal Address (k) Position - -------------------------------------------- Felicia L. Bellows (j) D Robert G. Dawson (j) D,P Mariano F. Grondona (j) D,S S. Marce Fuller (h) D Jose Martinez de Hoz D George Volland (j) D SEI y Asociados de Argentina, S.A. Name and Principal Address (k) Position - -------------------------------------------- Juan Carlos Apostolo D Felicia L. Bellows (f) D Thomas G. Boren (h) D Peter J. Davenport D Robert G. Dawson (j) D,P Mariano F. Grondona D,S W. L. Westbrook (f) D Felipe Maria Castro Cranwell D Paul J. DeNicola (f) D S. Marce Fuller (h) D Jose Martinez de Hoz D Ricardo Urbano Sirl D George Volland (j) D Hidroelectrica Alicura, S.A. Name and Principal Address (j) Position - -------------------------------------------- Felicia L. Bellows (f) D,VP Francisco J. M. Costa D Peter J. Davenport D Robert G. Dawson D,P Alfredo A. Estevez D Mariano F. Grondona D,S Ronald E. Leggett (b) D,VP Fabio J. Olivera D Juan Carlos Apostolo D Thomas G. Boren (h) D Matias Bourdieu D S. Marce Fuller (h) D Norberto A. Lembo D Alfredo Ricardo Pujante D M. Stuart Sutherland D 600 Peachtree Street, N.E Suite 5200 Atlanta, Georgia 30308-2216 George Volland D SEI Chile, S.A. Name and Principal Address (l) Position - -------------------------------------------- Kerry E. Adams (g) D,VP Robert G. Dawson (j) D,P Pastor Sanjurjo D Jorge Granic Latorre D Carlos Larrain Pena D Eduardo Zuniga Pacheco D SEBH Name and Principal Address Position - ------------------------------------------- Kerry E. Adams (g) D Thomas G. Boren (h) D,P R. Sam Shepard, Jr. (h) D Robert G. Dawson (j) VP Raymond D. Hill (h) VP,T, CFO Ronald E. Leggett (b) VP James A. Ward (h) C Tommy Chisholm (f) S 13 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) -------------------- SEWG Name and Principal Address (h) Position - -------------------------------------------- Kerry E. Adams (g) D Thomas G. Boren D,P Travis J. Bowden (c) D Paul J. DeNicola (f) D H. Allen Franklin (b) D W. L. Westbrook (f) D Raymond D. Hill VP,T, CFO Ronald E. Leggett (b) VP Richard J. Pershing VP R. Sam Shepard VP Tommy Chisholm (f) S James A. Ward C SEI Bahamas Argentina I, Inc. Name and Principal Address Position - -------------------------------------------- James A. Ward (h) D,P Tommy Chisholm (f) S,T SEI Bahamas Argentina II, Inc. Name and Principal Address Position - -------------------------------------------- James A. Ward (h) D,P Tommy Chisholm (f) S,T SEI Inversora, S.A. Name and Principal Address (k) Position - -------------------------------------------- Alan Arntsen (j) D,P Mariano F. Grondona D James A. Ward (h) D,VP Manuel Benito D Inversores de Electricidad, S.A. Name and Principal Address (j) Position - -------------------------------------------- Alan Arntsen (j) D,P Southern Electric Bahamas Ltd. Name and Principal Address (h) Position - -------------------------------------------- Kerry E. Adams (g) D Thomas G. Boren D,P R. Sam Shepard, Jr. D Robert G. Dawson (j) VP Raymond D. Hill VP, T, CFO Ronald E. Leggett (b) VP Tommy Chisholm (f) S James A. Ward C Freeport Power Company Limited Name and Principal Address Position - -------------------------------------------- Thomas G. Boren (h) D Robert G. Dawson (j) D Larry R. Brantley P,CEO Jack A. Hayward D P. O. Box F-888 Freeport, Grand Bahama Island, Bahamas Ronald E. Leggett (b) D,VP Albert J. Miller D P. O. Box F-888 Freeport, Grand Bahama Island, Bahamas Richard T. Pittenger (h) D Edward P. St. George D P. O. Box F-888 Freeport, Grand Bahama Island, Bahamas Ian O. Barry VP,T P. O. Box F-888 Freeport, Grand Bahama Island, Bahamas Raymond D. Hill (h) VP,CFO Willie A. M. Moss VP,S P. O. Box F-888 Freeport, Grand Bahama Island, Bahamas Southern Electric, Inc. Name and Principal Address (h) Position - -------------------------------------------- James A. Ward D Thomas G. Boren P Tommy Chisholm (f) S,T The Power Generation Company of Trinidad and Tobago Limited Name and Principal Address Position - -------------------------------------------- Robert G. Dawson (j) D Ronald E. Leggett (b) D Judith Morris D 63 Frederick Street Port of Spain, Trinidad, W.I. 14 ITEM 6. OFFICERS AND DIRECTORS. - --------------------------------- PART I. (Continued) -------------------- The Power Generation Company of Trinidad and Tobago Limited (Continued) Name and Principal Address Position - -------------------------------------------- Stanley P. Ottley D 63 Frederick Street Port of Spain, Trinidad, W.I. Valence E. Patino D No. 16-18 Sackville Street Port of Spain, Trinidad, W.I. Jacqueline Quamina D Eric Williams Plaza Independence Square Port of Spain, Trinidad, W.I. Dennis Singh D 63 Frederick Street Port of Spain, Trinidad, W.I. Terry W. Timm D 200 Westlake Park Boulevard P. O. Box 3092 Houston, TX 77253-3092 W. L. Westbrook (f) D Henry T. E. Coolidge, Jr. General 6A Queens Park West, Manager First Floor Port of Spain, Trinidad, W.I. June Ahye S 63 Frederick Street Port of Spain, Trinidad, W.I. 15 ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. - -----------------------------------------------------------------------
Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule --------------- ------------------------ --------------------- --------------- Rule No. 70 Subdivision Edward L. Addison Wachovia Bank of Georgia, N.A., Atlanta, GA Director (a);(c);(e);(f) Whit Armstrong The Citizens Bank Chief Executive (c) Enterprise, AL Officer, Chairman of the Board and President Travis J. Bowden AmSouth Bank of Florida,Clearwater, FL Director (c) W. Roy Crow Barbour County Bank, Eufaula, AL Director (f) A. W. Dahlberg Trust Company Bank of Georgia Director (a);(c) Atlanta, GA Trust Company Bank, Atlanta, GA Director (a);(c) Brian R. Foster NationsBank, Atlanta, GA Executive Vice (c) President NationsBank, Savannah, GA President and Chief Executive Officer (Savannah (c) operations) H. Allen Franklin SouthTrust Bank, Birmingham, AL Director (c) Robert S. Gaddis Trustmark National Bank, President (c);(g) Laurel, MS Michael D. Garrett AmSouth Bank, N.A., Birmingham, AL Director (c) Peter V. Gregerson, Sr. AmSouth Bank, Gadsden, AL Director (c) L. G. Hardman, III First Commerce Bancorp, Chairman of the Board Commerce, GA and Chief Executive Officer (c);(g) First National Bank of Commerce, Chairman of the Commerce, GA Board (c);(g) Elmer B. Harris AmSouth Bancorporation, Director (a);(c);(e);(f) Birmingham, AL AmSouth Bank, N.A., Birmingham, AL Director (a);(c);(e);(f) John E. Hodges, Jr. Barnett Bank, Pensacola, FL Director (f) W. D. Hull Sun Bank/West Florida, President and Chief Panama City, FL Executive Officer (c) Carl E. Jones First Alabama Bank, Mobile, AL Chairman and Chief Executive Officer (c) J. Bruce Jones Compass Bank, Mobile, AL Director (f) James R. Lientz, Jr. NationsBank of Georgia, N.A., Atlanta, GA Director, President (c) Wallace D. Malone SouthTrust Corporation, Birmingham, AL Chairman of the Board and Chief Executive Officer (c) Wiregrass Bancorporation, Dothan, AL Director (c) First National Bank of Ashford, Ashford, AL Director (c) William V. Muse Alabama National Bancorporation, Director Shoal Creek, AL John T. Porter Citizens Federal Bank, Birmingham, AL Director (c)
16 ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. (Continued) - -----------------------------------------------------------------------------
Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule --------------- ------------------------ --------------------- ---------------- Rule No. 70 Subdivision G. Joseph Prendergast Wachovia Bank of Georgia, Atlanta, GA Chairman of the Board, Director (c) William J. Rushton, III AmSouth Bancorporation, Birmingham, AL Director (a);(c) AmSouth Bank, N.A., Birmingham, AL Director (a);(c) Herman J. Russell Citizens Trust Bank, Atlanta, GA Chairman of the Board (c) Citizens Bancshares Corp. Atlanta, GA Chairman of the Board (c) Wachovia Corporation of Georgia, Director (c) Atlanta, GA William R. Smith SouthTrust Bank of Calhoun County, N.A. Anniston, AL Director (f) Herbert Stockham SouthTrust Bank, Birmingham, AL Director (a);(c) SouthTrust Corporation, Director (c) Birmingham, AL Arnold Tenenbaum First Union National Bank of Georgia, Director (c) Atlanta, GA First Union National Bank of Savannah, Director (c) Savannah, GA Anthony J. Topazi AmSouth Bank, N.A., Tuscaloosa, AL Director (f) N. Eugene Warr SouthTrust Bank of Mississippi, Biloxi, MS Vice Chairman of the Board (c) Clyde H. Wood SouthTrust Bank, N.A., Director (f) Montgomery, AL John W. Woods AmSouth Bancorporation, Chairman of the (c) Birmingham, AL Board and AmSouth Bank,of Alabama, Chief Executive (c) Birmingham, AL Officer of both institutions and President of AmSouth Bank
17 ITEM 6. EXECUTIVE COMPENSATION. PART III. - ----------------------------------------- (a) Summary Compensation Tables. The following tables set forth information concerning any Chief Executive Officer and the four most highly compensated executive officers for SCS, SEI and SOUTHERN NUCLEAR serving as of December 31, 1994, as defined by the Securities and Exchange Commission. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-13 through III-18 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1994. Incorporated by reference to "Summary Compensation Table" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1995 annual meeting of stockholders.
Key terms used in this Item will have the following meanings:- ESP......................................... Employee Savings Plan ESOP........................................ Employee Stock Ownership Plan SBP......................................... Supplemental Benefit Plan ERISA....................................... Employee Retirement Income Security Act
SCS SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------ Edward L. Addison 1994 787,239 162,930 5,227 58,267 425,840 45,012 Chairman of the 1993 734,714 148,118 9,527 47,118 339,714 47,909 Executive Committee, 1992 696,526 176,331 4,255 52,626 262,579 38,072 Director A. W. Dahlberg 1994 600,026 120,415 6,579 43,062 306,459 32,630 Vice Chairman of 1993 477,967 96,331 17,707 30,644 225,406 44,547 the Executive 1992 469,178 110,094 6,508 34,226 171,243 26,979 Committee, Director Paul J. DeNicola 1994 361,618 74,294 3,540 26,569 188,858 21,381 President, Chief 1993 313,970 63,641 6,832 7,498 132,986 24,436 Executive Officer, 1992 272,246 70,272 3,022 8,091 79,519 14,341 Director
18 SCS SUMMARY COMPENSATION TABLE (Continued)
ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------- Bill M. Guthrie 1994 308,837 58,140 384 16,781 87,085 16,646 Senior Executive 1993 275,185 32,967 14,117 6,524 64,959 32,890 Vice President 1992 264,822 36,752 1,069 7,371 45,726 14,148 W. L. Westbrook 1994 228,514 37,799 2,359 9,341 81,504 13,101 Executive Vice 1993 219,354 27,793 16,864 3,919 69,484 30,153 President 1992 205,634 29,091 1,279 4,296 53,706 11,337 - ------------------------ 1 Tax reimbursements by SCS on certain personal benefits. 2 Payouts made in 1993, 1994 and 1995 for the four-year performance periods ending December 31, 1992, 1993 and 1994. 3 SCS contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for the following: ESP ESOP SBP --- ---- --- Edward L. Addison $5,555 $1,789 $37,668 A. W. Dahlberg 5,420 1,789 25,421 Paul J. DeNicola 6,750 1,789 12,842 Bill M. Guthrie 6,750 1,789 8,107 W. L. Westbrook 6,514 1,789 4,798
19 SEI SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)4 (Shares) ($)5 ($)6 - ------------------------------------------------------------------------------------------------------------------------ Thomas G. Boren 1994 233,566 150,000 7,628 12,715 - 11,990 President, 1993 196,106 100,698 21,389 3,559 - 23,984 Director 1992 195,640 49,400 469 3,938 - 2,308 Robert G. Dawson 1994 286,221 7 50,000 - - - 8,148 Vice President 1993 154,668 14,996 4,539 2,390 25,661 15,043 1992 147,771 14,002 10,841 - 15,685 20,714 Richard J. Pershing 1994 148,178 75,000 347 - - 7,793 Vice President 1993 138,068 52,150 13,718 - - 25,491 1992 149,426 23,000 4,560 - - 7,020 Raymond D. Hill 1994 146,667 75,000 105 - - 5,986 Vice President 1993 169,525 7 48,750 13,034 - - 18,000 1992 - - - - - - R. Sam Shepard, Jr. 1994 147,147 50,000 15 - - 7,747 Vice President 1993 137,363 43,400 13,034 - - 27,590 1992 118,971 26,000 - - - 6,941 - ------------------------- 4 Tax reimbursement by SEI on certain personal benefits. 5 Employees of SEI are not yet eligible for these payouts. Mr. Dawson transferred to SEI from MISSISSIPPI in 1994. Mississippi employees are eligible for these payouts. 6 SEI contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposes limitations under the ESP and ESOP), for the following: ESP ESOP SBP --- ---- --- Thomas G. Boren $6,750 $1,659 $3,581 Robert G. Dawson 6,750 1,398 - Richard J. Pershing 6,668 1,125 - Raymond D. Hill 5,000 986 - R. Sam Shepard 6,668 1,079 - 7 Mr. Dawson's 1994 salary includes additional compensation for relocation costs and foreign service supplements. Mr. Hill's 1993 salary includes additional compensation for relocation costs.
20 SOUTHERN NUCLEAR SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)8 (Shares) ($)9 ($)10 - ---------------------------------------------------------------------------------------------------------------------- W. G. Hairston, III 1994 287,831 44,521 3,225 15,725 88,162 14,593 President and Chief 1993 234,454 53,202 15,925 11,728 54,126 30,475 Executive Officer 1992 198,392 27,990 34,425 8,414 37,320 10,697 Jack D. Woodard 1994 190,128 33,489 1,168 7,653 36,698 10,046 Executive Vice 1993 164,282 30,900 12,715 3,181 24,252 26,707 President 1992 141,834 17,520 190 - 15,574 7,596 Charles K. McCoy 1994 150,139 21,012 1,398 - 23,635 8,004 Vice President 1993 146,159 18,806 13,827 - 20,149 25,760 1992 137,934 18,169 808 - 15,574 7,386 J. Thomas Beckham, Jr. 1994 150,139 20,262 308 - 23,635 8,137 Vice President 1993 146,796 18,134 13,402 - 20,149 25,852 1992 141,229 19,467 176 - 15,574 8,484 David N. Morey, III 1994 139,912 21,762 302 - 17,014 7,457 Vice President 1993 128,940 16,119 14,554 - 12,320 24,903 1992 - - - - - - - ------------------------ 8 Tax reimbursement by SOUTHERN NUCLEAR on certain personal benefits, including initiation fees of $29,750 for Mr. Hairston in 1992. 9 Payouts made in 1993, 1994 and 1995 for the four-year performance periods ending December 31, 1992, 1993 and 1994, respectively. 10 SOUTHERN NUCLEAR contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for the following: ESP ESOP SBP --- ---- --- William G. Hairston, III $6,750 $1,789 $6,054 Jack D. Woodard 6,743 1,497 1,806 Charles K. McCoy 6,475 1,246 283 J. Thomas Beckham, Jr. 6,475 1,379 283 David N. Morey, III 6,294 1,163 -
21 STOCK OPTION GRANTS IN 1994 --------------------------- Stock Option Grants. The following table sets forth all stock option grants to the named executive officers of each operating subsidiary during the year ending December 31, 1994. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-19 and III-20 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1994. Stock Option Grants in 1994 for SOUTHERN is incorporated by reference to "Stock Option Grants" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to 1995 annual meeting of stockholders.
Individual Grants Grant Date Value Number of Securities % of Total Underlying Options Exercise Share Granted to or Options Employees in Base Price Expiration Grant Date Name Granted11 Fiscal Year12 ($/Sh)11 Date11 Present Value($)13 --------------------------------------------------------------------------------------------------------- SCS Edward L. Addison 58,267 13.0% $18.8750 03/01/1998 118,282 A. W. Dahlberg 43,062 9.6% $18.8750 07/18/2004 109,808 Paul J. DeNicola 26,569 5.9% $18.8750 07/18/2004 67,751 Bill M. Guthrie 16,781 3.8% $18.8750 06/01/2000 42,120 W. L. Westbrook 9,341 2.1% $18.8750 07/18/2004 23,820 SEI Thomas G. Boren 12,715 2.8% $18.8750 07/18/2004 32,423 Robert G. Dawson - - - - - Richard J. Pershing - - - - - Raymond D. Hill - - - - - R. Sam Shepard - - - - - SOUTHERN NUCLEAR William G. Hairston, III 15,725 3.5% $18.8750 07/18/2004 40,099 Jack D. Woodard 7,653 1.7% $18.8750 07/18/2004 19,515 Charles K. McCoy - - - - - J. Thomas Beckham, Jr. - - - - - David N. Morey, III - - - - - - ------------------------- 11 Grants were made on July 18, 1994, and vest 25% per year on the anniversary date of the grant. Grants fully vest upon termination incident to death, disability, or retirement. The exercise price is the average of the high and low fair market value of SOUTHERN's common stock on the date granted. In accordance with the terms of the Executive Stock Plan, Mr. Addison's unexercised options expire on March 1, 1998 and Mr. Guthrie's unexercised options expire on June 1, 2000, three years after his normal date of retirement. 12 A total of 446,443 stock options were granted in 1994 to key executives participating in SOUTHERN's Executive Stock Plan. 13 Based on the Black-Scholes option valuation model. The actual value, if any, an executive officer may realize ultimately depends on the market value of SOUTHERN's common stock at a future date. There is no assurance that the value realized will be at or near the value estimated by the Black-Scholes model. Assumptions used to calculate this value: price volatility - - 16.79%; risk-free rate of return - 7.3%; dividend yield - 6.25%; and time to exercise - ten years.
22 AGGREGATED STOCK OPTION EXERCISES IN 1994 AND YEAR-END OPTION VALUES -------------------------------------------------------------------- Aggregated Stock Option Exercises. The following table sets forth information concerning options exercised during the year ending December 31, 1994, by the named executive officers and value of unexercised options held by them as of December 31, 1994. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-21 and III-22 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1994. Aggregated Stock Option Exercises in 1994 and Year-End Option Values information for SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 1994 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to 1995 annual meeting of stockholders.
Value of Number of Unexercised Unexercised In-the-Money Options at Options at Fiscal Fiscal Year-End (#) Year-End($)14 Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized($)15 Unexercisable Unexercisable - -------------------------------------------------------------------------------------------------------------- SCS Edward L. Addison - - 230,025/135,828 1,423,043/213,647 A. W. Dahlberg - - 45,847/93,513 176,753/144,813 Paul J. DeNicola 3,068 20,936 12,139/50,250 34,450/72,049 Bill M. Guthrie - - 44,968/37,139 249,332/52,635 W. L. Westbrook - - 14,448/22,191 62,449/35,165 SEI Thomas G. Boren 4,215 26,776 5,717/24,181 7,507/35,287 Robert G. Dawson - - 1,195/3,585 0/0 Raymond D. Hill - - - - Richard J. Pershing - - - - R. Sam Shepard - - - - SOUTHERN NUCLEAR William G. Hairston, III 2,588 19,087 9,658/31,275 23,447/41,137 Jack D. Woodard - - 1,590/12,425 0/8,610 Charles K. McCoy - - - - J. Thomas Beckham, Jr. - - - - David N. Morey, III - - - - - ----------------------------- 14 This represents the excess of the fair market value as of December 31, 1994, of the option shares over exercise price of the options. One column reports the "value" of options that are vested and therefore could be exercised; the other "value" of options that are not vested and therefore could not be exercised as of December 31, 1994. 15 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price.
23 LONG-TERM INCENTIVE PLANS - AWARDS IN 1994 ------------------------------------------ Long-Term Incentive Awards. The following table sets forth the long-term incentive plan awards made to the named executive officers for the performance period January 1, 1994 through December 31, 1997. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-23 and III-24 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1994. Long-Term Incentive Plans- Awards information for SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 1994 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1995 annual meeting of stockholders.
Estimated Future Payouts under Non-Stock Price-Based Plans Number Performance or of Other Period Units Until Maturation Threshold Target Maximum Name (#)16 or Payout ($)17 ($)17 ($)17 - ---------------------------------------------------------------------------------------------------------------- SCS Edward L. Addison - - - - - A. W. Dahlberg 471,947 4 years 235,974 471,947 943,894 Paul J. DeNicola 261,300 4 years 130,650 261,300 522,600 Bill M. Guthrie 153,000 4 years 76,500 153,000 306,000 W. L. Westbrook 104,225 4 years 52,113 104,225 208,450 SEI Thomas G. Boren 7,287 4 years - - - Robert G. Dawson 2,427 4 years - - - Richard J. Pershing 3,641 4 years - - - Raymond D. Hill 3,641 4 years - - - R. Sam Shepard 2,184 4 years - - - SOUTHERN NUCLEAR William G. Hairston, III 157,500 4 years 78,750 157,500 315,000 Jack D. Woodard 77,251 4 years 38,626 77,251 154,502 Charles K. McCoy 51,500 4 years 25,750 51,500 103,000 J. Thomas Beckham, Jr. 51,500 4 years 25,750 51,500 103,000 David N. Morey, III 51,500 4 years 25,750 51,500 103,000 16 A performance unit is a method of assigning a dollar value to a performance award opportunity. The actual number of units granted to a participant will be based on an award percentage of an individual's base salary range control mid-point at the beginning of the performance period. For SEI, the number of units is determined by taking an award amount as determined by the board of directors of SEI divided by the fair market value of the common stock of SOUTHERN five business days prior to the award. The number of units payable at the end of the four year performance period is adjusted annually by a performance index based on the return on common equity of SOUTHERN and the performance of SEI's investment projects. At the end of the four-year performance period, the participant will receive shares of common stock of SOUTHERN equal to the number of units, as adjusted annually, unless the participant elects, 12 months in advance of the end of the four-year performance period, to defer receipt of the award made. 17 The threshold, target, and maximum value of a unit is $0.50, $1.00, and $2.00, respectively, and can vary based on SOUTHERN's return on common equity relative to a selected group of electric and gas utilities in the Southeastern United States. If certain minimum performance relative to the selected group is not achieved, there will be no payout; nor is there a payout if the current earnings of SOUTHERN are not sufficient to fund the dividend rate paid in the last calendar year. All awards are payable in cash at the end of the performance period. For SEI, the payout under the plan is based on the number of units adjusted over the four-year performance period as described above and the price of SOUTHERN common stock at the end of the performance period.
24 ITEM 6. OFFICERS AND DIRECTORS. - ------------------------------ PART III. - -------- (b) Stock Ownership. The following tables show the number of shares of SOUTHERN common stock and preferred stock owned by the directors, nominees and executive officers as of December 31, 1994. It is based on information furnished to SOUTHERN by the directors, nominees and executive officers. The shares owned by all directors, nominees and executive officers of each company as a group constitute less than one percent of the total number of shares of the respective classes outstanding on December 31, 1994. SOUTHERN is incorporated by reference to "Stock Ownership" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1995 annual meeting of stockholders. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-30 through III-34 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1994.
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ SCS Edward L. Addison SOUTHERN Common 313,008 A. W. Dahlberg SOUTHERN Common 92,736 Paul J. DeNicola SOUTHERN Common 41,269 H. Allen Franklin SOUTHERN Common 61,231 Elmer B. Harris SOUTHERN Common 104,175 Kerry E. Adams SOUTHERN Common 26,367 Bill M. Guthrie SOUTHERN Common 93,694 M. Euel Wade, Jr. SOUTHERN Common 23,211 W. L. Westbrook SOUTHERN Common 48,479 The directors, nominees and executive officers of SCS as a Group SOUTHERN Common 815,179 shares SDIG William P. Bowers SOUTHERN Common 3,700 Paul J. DeNicola SOUTHERN Common 41,269 Dwight E. Evans SOUTHERN Common 24,844 GEORGIA Preferred 300
25 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART III. - -------- (b) Stock Ownership. (Continued) ---------------
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ SDIG (continued) Thomas A. Fanning SOUTHERN Common 4,253 Robert E. Jones SOUTHERN Common 9,472 C. Alan Martin SOUTHERN Common 9,756 Michael L. Scott SOUTHERN Common 6,159 W. L. Westbrook SOUTHERN Common 48,479 The directors, nominees and executive officers of SDIG as a Group SOUTHERN Common 147,932 shares GEORGIA Preferred 300 shares SEGCO Robert L. Boyer SOUTHERN Common 33,511 H. Allen Franklin SOUTHERN Common 61,231 Bill M. Guthrie SOUTHERN Common 93,694 Elmer B. Harris SOUTHERN Common 104,175 Robert H. Haubein SOUTHERN Common 12,463 William B. Hutchins, III SOUTHERN Common 23,081 Warren Y. Jobe SOUTHERN Common 36,589 GEORGIA Preferred 403 T. Harold Jones SOUTHERN Common 24,587 Charles D. McCrary SOUTHERN Common 15,986 The directors, nominees and executive officers of SEGCO as a Group SOUTHERN Common 405,317 shares GEORGIA Preferred 403 shares
26 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART III. - -------- (b) Stock Ownership. (Continued) ----------------
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ SEI Kerry E. Adams SOUTHERN Common 26,367 GEORGIA Preferred 200 Thomas G. Boren SOUTHERN Common 14,345 Travis J. Bowden SOUTHERN Common 50,443 A. W. Dahlberg SOUTHERN Common 92,736 Paul J. DeNicola SOUTHERN Common 41,269 H. Allen Franklin SOUTHERN Common 61,231 W. L. Westbrook SOUTHERN Common 48,479 Robert G. Dawson SOUTHERN Common 17,830 Raymond D. Hill SOUTHERN Common 320 Richard J. Pershing SOUTHERN Common 16,527 R. Sam Shepard, Jr. SOUTHERN Common 9,928 The directors, nominees and executive officers of SEI as a Group SOUTHERN Common 402,051 shares GEORGIA Preferred 200 shares SOUTHERN NUCLEAR Edward L. Addison SOUTHERN Common 313,008 A. W. Dahlberg SOUTHERN Common 92,736 Paul J. DeNicola SOUTHERN Common 41,269 H. Allen Franklin SOUTHERN Common 61,231 William G. Hairston, III SOUTHERN Common 25,550 Elmer B. Harris SOUTHERN Common 104,175
27 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART III. - -------- (b) Stock Ownership. (Continued) ----------------
Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ SOUTHERN NUCLEAR (Continued) J. Thomas Beckham, Jr. SOUTHERN Common 58,919 Charles K. McCoy SOUTHERN Common 2,733 David N. Morey, III SOUTHERN Common 12,228 Jack D. Woodard SOUTHERN Common 18,817 The directors, nominees and executive officers of SOUTHERN NUCLEAR as a Group SOUTHERN Common 773,235 shares VARIOUS SOUTHERN SUBSIDIARIES Felicia Bellows SOUTHERN Common 836 Henry T. E. Coolidge, Jr. SOUTHERN Common 1,847 William R. Easter SOUTHERN Common 2,162 Randall E. Harrison SOUTHERN Common 2,224 Mark Lynch SOUTHERN Common 1,812 Mark Ogle SOUTHERN Common 158 Karl E. Olsoni SOUTHERN Common 2,323 Richard Pittenger SOUTHERN Common 1,341 Kenneth Rosanski SOUTHERN Common 3,757 Pastor Sanjuro SOUTHERN Common 3,896 W. Clay Smith SOUTHERN Common 4,799 James A. Ward SOUTHERN Common 4,526 The directors, nominees and executive officers of VARIOUS SOUTHERN SUBSIDIARIES as a Group SOUTHERN Common 29,681 shares
28 ITEM 6. OFFICERS AND DIRECTORS. - ---------------------------------- PART III. - -------- Notes to Item 6, Part III(b): (1) As used in these tables, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security and/or investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). (2) The shares shown include shares of common stock of which certain directors and officers have the right to acquire beneficial ownership within 60 days pursuant to the Executive Stock Option Plan, as follows: Mr. Adams, 7,176 shares; Mr. Addison, 230,025 shares; Mr. Boren, 5,717 shares; Mr. Bowden, 24,019 shares; Mr. Dahlberg, 45,847 shares; Mr.Dawson, 1,195 shares; Mr.DeNicola, 12,139 shares; Mr. Franklin, 40,383 shares; Mr. Guthrie, 44,968 shares; Mr. Hairston, 9,658 shares; Mr. Harris, 58,867 shares; Mr. Jones, 4,910 shares; Mr. Wade, 15,210 shares; Mr. Westbrook, 14,448 shares and Mr. Woodard, 1,590 shares. Also included are shares of SOUTHERN common stock held by the spouse of the following directors: Mr. Addison, 1,424 shares and Mr. Harris, 310 shares. (c) Contracts and transactions with system companies. ------------------------------------------------ ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-36 and III-37 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1994. (d) Indebtedness to system companies. -------------------------------- None. (e) Participation in bonus and profit sharing arrangements and other benefits. ---------------------------------------------------------------- SOUTHERN is incorporated by reference to "Executive Compensation" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1995 annual meeting of stockholders. (f) Rights to indemnity. ------------------- Incorporated by reference are the by-laws, for the companies of the SOUTHERN system, contained herein as Exhibits. 29 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. - ------------------------------------------ (1) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any political party, candidate for public office or holder of such office, or any committee or agent thereof.
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount - --------------- -------------------------------- ------- ------- ------ None ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH have established political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act and the Public Utility Holding Company Act. (2) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any citizens group or public relations counsel. Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- ALABAMA Alabama Alliance of Business & Industry Dues 426 2,500 American Nuclear Energy Council Dues 517 74,390 Nuclear Management and Resource Council Dues 524 126,000 A+ Research Foundation Support 426 27,619 Support N/A 15,000* Nature Conservancy Dues & Support 921,793,426 26,275 Support N/A 25,000* Cahaba River Society Dues & Support 793,426 1,600 Nuclear Energy Institute Dues & Support 426,524, 513,229 921,930 Public Affairs Research Council of Alabama Dues & Support 426,930 10,240 Business Council of Alabama Dues & Support 426,793,921 2,058,255 GEORGIA American Nuclear Energy Council Dues 524 67,248 Nuclear Management and Resource Council Dues 524 146,309 Nuclear Energy Institute Dues 524 & 426 357,515 Public Affairs Council Dues 930 1,200 Georgia Council for International Visitors Dues 930 1,300 Georgia Conservancy Support N/A 25,000** Nature Conservancy Support N/A 33,333** * Alabama Power Foundation ** Georgia Power Foundation
30 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued) - -----------------------------------------------------------------
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- GULF Associated Industries of Florida Dues 930 4,000 East Jackson County Economic Development Dues 930 200 Economic Development Council - Okaloosa County Dues 930 1,000 Economic Development Council - Walton County Dues 930 500 Florida Economic Development Council Dues 930 1,341 Florida Taxwatch, Inc. Support 426 5,000 MISSISSIPPI Jones County Economic Development Dues 930 2,500 The Nature Conservancy Dues 930 5,000 Retail Association of Mississippi Dues 930 1,150 Nuclear Energy Institute Dues 930 11,850 Greater Biloxi Economic Development Council Dues 930 600 Mississippi Gulf Coast Economic Development Council Dues 930 1,125 Mississippi Manufacturers Association Dues 930 1,425 Mississippi Economic Council Dues 930 1,925 Business and Industry Dues 930 1,250 SAVANNAH Committee for Economic Development Support 426 1,000 Georgia Conservancy Support 426 1,000 Georgia Corporation for Economic Development Support 426 5,000 Georgia Council for Economic Development Support 426 2,000 The Nature Conservancy of Georgia Support 426 5,000 Savannah Development and Renewal Authority Support 426 250
The information called for by this item was compiled, and memoranda from each company in the system were received and are being preserved by SOUTHERN, in accordance with the instructions to this item. 31 ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. - ----------------------------------------------------------- PART I. - ------
In Effect on Dec. 31 Transactions Serving Company Receiving Company Compensation Contract (Yes or No) (1) (2) (3) (4) (5) (6) - ------------------------------------------------------------------------------------------------------------------ (Note) (Note) SEI (Note) (Note) Yes Sublease of railcars ALABAMA GEORGIA $288,101 Yes Sublease of railcars ALABAMA MISSISSIPPI $73,568 Yes Sublease of railcars ALABAMA SAVANNAH $14,543 Yes Sublease of railcars GEORGIA SAVANNAH $19,588 Yes Sublease of railcars MISSISSIPPI ALABAMA $75,281 Yes Sublease of railcars MISSISSIPPI GEORGIA $228,943 Yes Sublease of railcars MISSISSIPPI GULF $32,001 Yes Sublease of railcars MISSISSIPPI SAVANNAH $12,655 Yes Note: SEI has agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which SEI reimburses each of such companies for the full cost of services, personnel and facilities provided to SEI. Pursuant to such agreements, during 1994 SEI reimbursed SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH $14,285,189; $89,190; $655,908; $11,916; $24,492 and $0, respectively. Part II. None. Part III. SAVANNAH - LCG Associates, Inc. - Pension Advisors - $40,000 per year.
32 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. - ----------------------------------------------------------- PART I (a)
- ---------------------------------------------------------------------------------------------------------------------- COMPANY, LOCATION AND ADDRESS GENERATION, OWNERSHIP % OWNED TRANSMISSION, DISTRIBUTION GEN TRAN DIST - ---------------------------------------------------------------------------------------------------------------------- 1. Southern Electric Bahamas Holdings, Ltd. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 2. Southern Electric Bahamas, Ltd. N/A N/A N/A Southern Electric Atlanta, GA Bahamas Holdings, Ltd. 900 Ashwood Parkway, Suite 500 100% Atlanta, GA 30338 3. Freeport Power Company, Ltd. Note Note Note Southern Electric Freeport, Grand Bahamas, Bahamas (1) (1) (1) Bahamas, Ltd. 50% Port Authority Building P.O. Box F-40888 Freeport, Grand Bahamas, Bahamas 4. SEI Operadora del Argentina, S.A. N/A N/A N/A Southern Electric Buenos Aires, Argentina International. Inc. 99.99% LN Alem 712 - Piso 7 SEI Holdings, Inc. .01% (1001) Buenos Aires, Argentina 5. SEI Holdings, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 6. Asociados de Electricidad, S.A. N/A N/A N/A SEI Holdings, Inc. 99.99% Buenos Aires, Argentina Third Party .01% LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina 7. SEI y Asociados de Argentina, S.A. N/A N/A N/A SEI Holdings, Inc. 80% Buenos Aires, Argentina Asociados de LN Alem 712 - Piso 7 Electricidad, S.A. 14% (1001) Buenos Aires, Argentina Third Party 6% 8. Hidroelectrica Alicura, S.A. Note N/A N/A SEI y Asociados de 59% Buenos Aires, Argentina (2) Argentina, S.A. LN Alem 712 - Piso 7 Third Party 41% (1001) Buenos Aires, Argentina 9. SEI Holdings III, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338
33 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. - ----------------------------------------------------------- PART I (a)
- ------------------------------------------------------------------------------------------------------------------------ COMPANY, LOCATION AND ADDRESS GENERATION, TRANSMISSION, OWNERSHIP % OWNED DISTRIBUTION GEN TRAN DIST - ----------------------------------------------------------------------------------------------------------------------- 10. SEI Chile, S.A. N/A N/A N/A SEI Holdings III, Inc. 74.34% Apoquindo 3721 Southern Electric Oficina 114 Bahamas Holdings, Ltd. Edificic "Torre Las Condes" SEI Holdings, Inc. 25.56% Las Condes, Chile 0.1% 11. Inversiones SEI Chile Limitada N/A N/A N/A SEI Chile, S.A. 99% Apoquindo 3721 SEI Holdings, Inc. 1% Oficina 114 Edificic "Torre Las Condes" Las Condes, Chile 12. Electrica SEI Chile Limitada N/A N/A N/A SEI Chile, S.A. 99% Apoquindo 3721 SEI Holdings III, Inc. 1% Oficina 114 Edificic "Torre Las Condes" Las Condes, Chile 13. Empresa Electrica del Norte Grande, S.A. Note Note N/A Inversiones SEI Chile Antofagasta, Chile (3) (3) Ltda 26.63% Avenida Grecia 750 Electrica SEI Chile Casilla 1290 Ltda 38.35% Antofagasta, Chile Third Party 35.02% 14. Energia de Nuevo Leon, SA de CV N/A N/A N/A SOUTHERN 33.33% Atlanta, GA Third Party 66.67% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 15. SEI Holdings IV, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 16. Tesro Holding, B.V. N/A N/A N/A SEI Holdings IV, Inc. 100% Amsterdam, The Netherlands Hoekenrode 6-8 1102 BR Amsterdam, The Netherlands 17. SEI Bahamas Argentina II, Inc. N/A N/A N/A SEI Holdings IV, Inc. 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338
34 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. - ----------------------------------------------------------- PART I (a)
- ---------------------------------------------------------------------------------------------------------------------- COMPANY, LOCATION AND ADDRESS GENERATION, TRANSMISSION, OWNERSHIP % OWNED DISTRIBUTION GEN TRAN DIST - ---------------------------------------------------------------------------------------------------------------------- 18. Southern Electric, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 19. SEI Bahamas Argentina I, Inc. N/A N/A N/A Southern Electric, Inc. 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 20. SEI Inversora, S.A. N/A N/A N/A SEI Bahamas Argentina Atlanta, GA I, Inc. 900 Ashwood Parkway, Suite 500 Third Party 65% Atlanta, GA 30338 35% 21. SEI Holdings VIII, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 22. SEI Beteilligungs GmbH N/A N/A N/A SEI Holdings VIII, Inc. 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 23. SEI Holdings IX, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 24. The Power Generation Company of Note N/A N/A SEI Holdings IX, Inc. 39% Trinidad & Tobago, Ltd. (4) 6A Queens Park West Port of Spain, Trinidad, West Indies 25. SEI Holdings X, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 26. Southern Electric Brasil Participacoes, N/A N/A N/A SEI Holdings X, Inc. 99% Limitada SEI Holdings XI, Inc. 1% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 27. SEI Holdings XI, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338
35 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. - ----------------------------------------------------------- PART I (a)
- ---------------------------------------------------------------------------------------------------------------------- COMPANY, LOCATION AND ADDRESS GENERATION, TRANSMISSION, OWNERSHIP % OWNED DISTRIBUTION GEN TRAN DIST - ---------------------------------------------------------------------------------------------------------------------- 28. Southern Electric Wholesale Generators, Inc. N/A N/A N/A SOUTHERN 100% Atlanta, GA 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 29. Birchwood Development Corp. N/A N/A N/A Southern Electric Atlanta, GA Wholesale Generators, 900 Ashwood Parkway, Suite 500 Inc. 100% Atlanta, GA 30338 30. SEI Birchwood, Inc. N/A N/A N/A Southern Electric Atlanta, GA Wholesale Generators, 900 Ashwood Parkway, Suite 500 Inc. 100% Atlanta, GA 30338 31. Birchwood Power Partners, L.P. Note N/A N/A SEI Birchwood, Inc. 50% Atlanta, GA (5) Third Party 50% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 32. SEI Hawaiian Cogenerators, Inc. N/A N/A N/A Southern Electric Atlanta, GA Wholesale Generators, 900 Ashwood Parkway, Suite 500 Inc. 100% Atlanta, GA 30338 33. Kalaeloa Partners, L.P. Note N/A N/A SEI Hawaiian Kapolei, HI (6) Cogenerators, Inc. 33.33% 91-111C Kalaeloa Boulevard Kapolei, HI 96707 Note (1) The Freeport generating facility consists of three oil-fired steam and two distillate-fired gas turbines aggregating 113 MW. The 72 kilometers of 69 kV transmission lines and 1,015 kilometers of 12.5 kV distribution lines serve approximately 14,000 customers on the Grand Bahama Island. Note (2) The Alicura hydroelectric generating facility consists of four 250 MW turbines. Hidroelectrica Alicura operates the facility and sells electricity under a thirty-year concession agreement with the Argentine Government. There are no transmission or distribution facilities owned by the company, other than those located at the generating unit site. Note (3) The Edelnor generating facilities are comprised of 22 diesel units aggregating 64 MW, two hydroelectric units aggregating 10 MW, and one 22 MW gas turbine. The transmission facilities consist of approximately 920 kilometers of transmission lines of 220 kV, 66 kV, and 23 kV. There are no distribution facilities owned by the company. Note (4) The Trinidad and Tobago generating facilities are comprised of 21 gas-fired units aggregating 1,178 MW. There are no transmission or distribution facilities owned by the company
36 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. - ----------------------------------------------------------- PART I (a) Note (5) The Birchwood generating facility is under construction and scheduled for completion in 1996. The facility will consist of a 220 MW coal-fired facility located in King George County, Virginia. Note (6) The Kalaeloa generating facility consists of two oil-fired turbines and a steam turbine generator aggregating 180 MW. There are no transmission or distribution facilities owned by the partnership, other than those located at the generating unit site. PART I(b); PART I(c) and PART I(d) are being filed pursuant to Rule 104. PART II Exhibits H and I submitted with this filing, are being incorporated by reference. PART III is being filed pursuant to Rule 104. 37 ITEM 10 - FINANCIAL STATEMENTS AND EXHIBITS. - ------------------------------------------- SOUTHERN AND SUBSIDIARY COMPANIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1994
Page Number ------ REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1 FINANCIAL STATEMENTS: Consolidating Statement of Income for the Year Ended December 31, 1994 A-2 Consolidating Statement of Cash Flows for the Year Ended December 31, 1994 A-4 Consolidating Balance Sheet at December 31, 1994 A-6 Consolidating Statement of Capitalization at December 31, 1994 A-10 Consolidating Statement of Retained Earnings for the Year Ended December 31, 1994 A-15 Consolidating Statement of Paid-in Capital for the Year Ended December 31, 1994 A-16 Notes to Financial Statements at December 31, 1994 A-17 OTHER FINANCIAL STATEMENTS: ALABAMA consolidated with COLUMBIA A-18 Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-23 GEORGIA consolidated with PIEDMONT and GEORGIA CAPITAL A-26 PIEDMONT (Consolidated in Parent, GEORGIA) A-31 GEORGIA CAPITAL (Consolidated in Parent, GEORGIA) A-34 EXHIBITS A-37 SCHEDULES: Schedules supporting financial statements of ALABAMA, GEORGIA, GULF, MISSISSIPPI, SAVANNAH and SEGCO are incorporated by reference to those companies' annual reports on Federal Energy Regulatory Commission Form 1 for the year ended December 31, 1994, as filed with the Federal Energy Regulatory Commission.
A ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Southern Company: We have audited the consolidated balance sheet and consolidated statement of capitalization of THE SOUTHERN COMPANY (a Delaware corporation) and its subsidiaries as of December 31, 1994, and the related consolidated statement of income, retained earnings, paid-in capital, and cash flows for the year then ended (included in the 1994 annual report to the stockholders and incorporated by reference in this Form U5S as Exhibit A-1). These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Southern Company and its subsidiaries as of December 31, 1994, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. As explained in Notes 2 and 9 to the financial statements included in The Southern Company's 1994 annual report to the stockholders, effective January 1, 1993, The Southern Company changed its methods of accounting for postretirement benefits other than pensions and for income taxes. As more fully discussed in Note 4 to the financial statements included in The Southern Company's 1994 annual report to the stockholders, an uncertainty exists with respect to the actions of the regulators regarding recoverability of the investment in the Rocky Mountain pumped storage hydroelectric project. The outcome of this uncertainty cannot be determined until a regulatory review is completed. Accordingly, no provision for any write-down of the costs associated with the Rocky Mountain project resulting from the potential actions of the Georgia Public Service Commission has been made in the financial statements included in The Southern Company's 1994 annual report to the stockholders. /s/ Arthur Andersen LLP Atlanta, Georgia February 15, 1995 A-1 THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars)
Intercompany Eliminations and Transfers OPERATING REVENUES: Consolidated Add (Deduct) 1 SOUTHERN Subsidiary operating companies-- Revenues $ 8,297,387 $ 162,847 $ - Sales to affiliates - (407,964) - SOUTHERN, equity in earnings of subsidiary companies - (1,012,499) 1,012,499 - --------------------------------------------------------------------------------------------------------------------------------- Total operating revenues 8,297,387 (1,257,616) 1,012,499 - --------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 2,058,052 14,639 - Purchased power from non-affiliates 276,519 56,920 - Purchased power from affiliates - (409,135) - Other 1,505,173 17,384 28,788 Maintenance 660,273 1,210 - Depreciation & amortization 821,500 31,466 - Amortization of deferred Plant Vogtle expenses, net 74,888 - - Taxes other than income taxes 474,768 1,056 166 Federal and state income taxes 711,063 4,714 (4,152) - --------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 6,582,236 (281,746) 24,802 - --------------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 1,715,151 (975,870) 987,697 - --------------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 11,455 - - Interest income 31,542 5,241 3,879 Other, net (47,928) 7,492 2,531 Income taxes - other income 25,752 (10,394) - - --------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 1,735,972 (973,531) 994,107 - --------------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt 567,120 18,677 - Allowance for debt funds used during construction (18,123) - - Interest on interim obligations 33,401 2,199 4,578 Amortization of debt discount, premium, & expense, net 29,911 617 - Other interest charges 46,945 171 200 - --------------------------------------------------------------------------------------------------------------------------------- Net interest charges 659,254 21,664 4,778 - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME 1,076,718 (995,195) 989,329 Preferred dividends of subsidiary companies 87,389 - - - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 989,329 $ (995,195) $ $ 989,329 ================================================================================================================================= AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in thousands) 649,927 EARNINGS PER SHARE OF COMMON STOCK $1.52 CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $1.18 (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies.
(Continued on following page.) A-2A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) OPERATING REVENUES: ALABAMA GEORGIA GULF Subsidiary operating companies-- Revenues $ 2,770,380 $ 4,101,504 $ 561,460 Sales to affiliates 164,762 60,899 17,353 SOUTHERN, equity in earnings of subsidiary companies - - - - --------------------------------------------------------------------------------------------------------------------- Total operating revenues 2,935,142 4,162,403 578,813 - --------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 801,948 870,653 161,168 Purchased power from non-affiliates 15,158 193,130 6,761 Purchased power from affiliates 100,888 158,063 25,819 Other 458,917 725,613 113,879 Maintenance 262,102 272,818 46,700 Depreciation & amortization 292,420 379,158 56,615 Amortization of deferred Plant Vogtle expenses, net - 74,888 - Taxes other than income taxes 183,425 194,566 41,701 Federal and state income taxes 224,280 399,413 33,957 - --------------------------------------------------------------------------------------------------------------------- Total operating expenses 2,339,138 3,268,302 486,600 - --------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 596,004 894,101 92,213 - --------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,239 5,663 450 Interest income 16,944 3,254 1,429 Other, net (40,481) 14,214 (780) Income taxes - other income 16,834 7,975 95 - --------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 592,540 925,207 93,407 - --------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt 178,045 306,473 27,124 Allowance for debt funds used during construction (3,548) (11,571) (656) Interest on interim obligations 5,939 17,529 1,509 Amortization of debt discount, premium, & expense, net 9,623 15,743 1,834 Other interest charges 19,908 23,483 2,442 - --------------------------------------------------------------------------------------------------------------------- Net interest charges 209,967 351,657 32,253 - --------------------------------------------------------------------------------------------------------------------- NET INCOME 382,573 573,550 61,154 Preferred dividends of subsidiary companies 26,235 48,006 5,925 - --------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 356,338 $ 525,544 $ 55,229 =====================================================================================================================
(Continued on following page.) A-2B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) OPERATING REVENUES: MISSISSIPPI SAVANNAH SEGCO Subsidiary operating companies-- Revenues $ 489,624 $ 205,339 $ 2,437 Sales to affiliates 9,538 6,446 148,966 SOUTHERN, equity in earnings of subsidiary companies - - - - --------------------------------------------------------------------------------------------------------------------------- Total operating revenues 499,162 211,785 151,403 - --------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 102,216 18,555 88,873 Purchased power from non-affiliates 2,711 1,839 - Purchased power from affiliates 68,543 55,822 - Other 97,988 41,623 18,261 Maintenance 45,785 12,560 19,098 Depreciation & amortization 35,716 17,854 7,803 Amortization of deferred Plant Vogtle expenses, net - - - Taxes other than income taxes 41,742 11,074 1,038 Federal and state income taxes 31,386 16,289 5,037 - --------------------------------------------------------------------------------------------------------------------------- Total operating expenses 426,087 175,616 140,110 - --------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 73,075 36,169 11,293 - --------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 1,099 831 173 Interest income 87 54 8 Other, net 2,033 (1,032) 89 Income taxes - other income (227) 864 (130) - --------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 76,067 36,886 11,433 - --------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt 19,725 12,585 4,276 Allowance for debt funds used during construction (1,039) (1,225) (84) Interest on interim obligations 1,442 205 - Amortization of debt discount, premium, & expense, net 1,479 550 65 Other interest charges 404 337 - - --------------------------------------------------------------------------------------------------------------------------- Net interest charges 22,011 12,452 4,257 - --------------------------------------------------------------------------------------------------------------------------- NET INCOME 54,056 24,434 7,176 Preferred dividends of subsidiary companies 4,899 2,324 - - --------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $ 49,157 $ 22,110 $ 7,176 ===========================================================================================================================
(Continued on following page.) A-2C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) OPERATING REVENUES: SEI MESCO SDIG Subsidiary operating companies-- Revenues $ - $ 3,796 $ - Sales to affiliates - - - SOUTHERN, equity in earnings of subsidiary companies - - - - --------------------------------------------------------------------------------------------- Total operating revenues - 3,796 - - --------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel - - - Purchased power from non-affiliates - - - Purchased power from affiliates - - - Other - 2,720 - Maintenance - - - Depreciation & amortization - 468 - Amortization of deferred Plant Vogtle expenses, net - - - Taxes other than income taxes - - - Federal and state income taxes - 139 - - --------------------------------------------------------------------------------------------- Total operating expenses - 3,327 - - --------------------------------------------------------------------------------------------- OPERATING INCOME - 469 - - --------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction - - - Interest income 589 4 53 Other, net (2,372) - 378 Income taxes - other income 10,936 - (201) - --------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES (20,847) 473 230 - --------------------------------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt - 215 - Allowance for debt funds used during construction - - - Interest on interim obligations - - - Amortization of debt discount, premium, & expense, net - - - Other interest charges - - - - --------------------------------------------------------------------------------------------- Net interest charges - 215 - - --------------------------------------------------------------------------------------------- NET INCOME (20,847) 258 230 Preferred dividends of subsidiary companies - - - - --------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES $(20,847) $ 258 $ 230 ============================================================================================= A-3
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $ 989,329 $ (995,195) $ 989,329 $ 356,338 $ 525,544 Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 1,049,517 22,101 - 359,791 484,032 Deferred income taxes and investment tax credits (3,773) (1,144) - (32,613) 33,567 Allowance for equity funds used during construction (11,455) - - (3,239) (5,663) Deferred Plant Vogtle costs 74,888 - - - 74,888 Other, net (7,334) 156,548 (201,387) 29,460 (25,856) Changes in current assets and liabilities -- Receivables, net 114,285 291,643 (258,188) 19,390 67,218 Prepayments 1,705 5,501 (4,150) (18,643) 23,093 Fossil fuel stock (109,489) (778) - (31,074) (57,632) Materials & supplies (17,869) (75) - (7,872) (5,913) Accounts payable 80,724 12,808 4,417 (21,240) 5,409 Other (49,545) (86,657) 259 28,171 (28,768) - --------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,110,983 (595,248) 530,280 678,469 1,089,919 - --------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (1,535,630) (4,419) - (536,785) (638,426) Sales of property 171,100 38,456 - - 132,644 Southern Electric's investments (405,084) 85,411 (225,495) - - Other (86,919) 2,895 25 (26,632) (41,273) - --------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (1,856,533) 122,343 (225,470) (563,417) (547,055) - --------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock 279,226 (2) 279,226 - - Preferred securities of subsidiary 100,000 - - - 100,000 Preferred stock - - - - - First mortgage bonds 185,000 - - 150,000 - Other long-term debt 1,188,096 94,248 - 208,720 527,210 Capital contributions (129,276) - - - Redemptions -- Preferred stock (1,000) - - - - First mortgage bonds (240,495) - - (20,387) (133,559) Other long-term debt (1,038,889) (120,348) - (305,380) (520,507) Interim obligations, net 36,776 (140,478) 83,300 139,882 (57,425) Payment of common stock dividends (766,757) 803,448 (766,757) (268,000) (429,300) Miscellaneous (35,444) 462 (899) (8,444) (22,640) - --------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM FINANCING ACTIVITIES (293,487) 508,054 (405,130) (103,609) (536,221) - --------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (39,037) 35,149 (100,320) 11,443 6,643 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 178,346 50,276 101,264 3,233 5,896 - --------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 139,309 $ 85,425 $ 944 $ 14,676 $ 12,539 =========================================================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 618,462 $ 20,561 $ 4,537 $ 183,445 $ 336,155 Income taxes 716,092 1,225 - 231,831 386,653 (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies. (Continued on following page.)
A-4A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) GULF MISSISSIPPI SAVANNAH SEGCO SCS OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $ 55,229 $ 49,157 $ 22,110 $ 7,176 $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 86,098 47,827 19,353 8,403 18,483 Deferred income taxes and investment tax credits (6,986) 1,563 1,625 148 - Allowance for equity funds used during construction (450) (1,099) (831) (173) - Deferred Plant Vogtle costs - - - - - Other, net 4,898 5,230 1,021 205 25,035 Changes in current assets and liabilities -- Receivables, net 3,540 3,066 18,481 7,974 (15,542) Prepayments (2,194) (1,125) (693) (894) 1,725 Fossil fuel stock (15,034) (5,700) 862 - - Materials & supplies 1,133 (4,156) 282 - 848 Accounts payable (10,159) (8,754) (19,957) 1,028 (12,328) Other 2,804 4,459 576 730 9,482 - --------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 118,879 90,468 42,829 24,597 27,703 - --------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (78,869) (104,014) (30,078) (6,437) (22,340) Sales of property - - - - - Southern Electric's investments - - - - - Other (3,493) (14,087) (841) (400) (86) - --------------------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (82,362) (118,101) (30,919) (6,837) (22,426) - --------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - - - - Preferred securities of subsidiary - - - - - Preferred stock - - - - - First mortgage bonds - 35,000 - - - Other long-term debt 74,108 85,310 8,500 - - Capital contributions 98 25,000 - - 2 Redemptions -- Preferred stock (1,000) - - - - First mortgage bonds (48,856) (32,628) (5,065) - - Other long-term debt (66,340) (9,309) (823) (6,050) (10,132) Interim obligations, net 47,447 (40,000) (500) - 4,550 Payment of common stock dividends (44,000) (34,100) (16,300) (11,748) - Miscellaneous (2,648) (1,201) (74) - - - --------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM FINANCING ACTIVITIES (41,191) 28,072 (14,262) (17,798) (5,580) - --------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,674) 439 (2,352) (38) (303) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,576 878 3,915 43 402 - --------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 902 $ 1,317 $ 1,563 $ 5 $ 99 =========================================================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 30,139 $ 19,196 $ 11,579 $ 4,065 $ 8,559 Income taxes 43,089 31,115 14,441 5,266 - (Continued on following page.)
A-4B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN NUCLEAR SEI MESCO OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $ - $ (20,847) $ 258 Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 1,592 1,360 468 Deferred income taxes and investment tax credits - (2,219) 2,282 Allowance for equity funds used during construction - - - Deferred Plant Vogtle costs - - - Other, net 8,318 (1,711) 149 Changes in current assets and liabilities -- Receivables, net (7,865) (7,815) (7,777) Prepayments 379 (186) (1,102) Fossil fuel stock - - (133) Materials & supplies - - (2,116) Accounts payable (3,377) (610) 15,273 Other 316 22,842 (6,129) - ---------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES (637) (9,186) 1,173 - ---------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (1,459) (2,647) - Sales of property - - - Southern Electric's investments - - (265,000) Other 4 - - - ---------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (1,455) (2,647) (265,000) - ---------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - 1 Preferred securities of subsidiary - - - Preferred stock - - - First mortgage bonds - - - Other long-term debt - - 190,000 Capital contributions 8 25,100 74,999 Redemptions -- Preferred stock - - - First mortgage bonds - - - Other long-term debt - - - Interim obligations, net - - - Payment of common stock dividends - - - Miscellaneous - - - - ---------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM FINANCING ACTIVITIES 8 25,100 265,000 - ---------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,084) 13,267 1,173 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,358 268 - - ---------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,274 $ 13,535 $ 1,173 ============================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 226 $ - $ - Income taxes 2,472 - - (Continued on following page.)
A-4C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN SDIG COMMUNICATIONS SERC OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $ 230 $ - $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities -- Depreciation and amortization 9 - - Deferred income taxes and investment tax credits 4 - - Allowance for equity funds used during construction - - - Deferred Plant Vogtle costs - - - Other, net 883 (10,127) - Changes in current assets and liabilities -- Receivables, net 119 - 41 Prepayments 1 (7) - Fossil fuel stock - - - Materials & supplies - - - Accounts payable 92 118,119 3 Other (21) 2,391 - - ---------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,317 110,376 44 - ---------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions - (110,156) - Sales of property - - - Southern Electric's investments - - - Other 9 (3,040) - - ---------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES 9 (113,196) - - ---------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - 1 - Preferred securities of subsidiary - - - Preferred stock - - - First mortgage bonds - - - Other long-term debt - - - Capital contributions (1) 4,070 - Redemptions -- Preferred stock - - - First mortgage bonds - - - Other long-term debt - - - Interim obligations, net - - - Payment of common stock dividends - - - Miscellaneous - - - - ---------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM FINANCING ACTIVITIES (1) 4,071 - - ---------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,325 1,251 44 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,233 - 4 - ---------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,558 $ 1,251 $ 48 ============================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ - $ - $ - Income taxes - - - (Continued on following page.)
A-5
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers ASSETS Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA UTILITY PLANT: Plant in service $ 29,208,380 $ 440,796 $ - $ 10,052,772 $ 14,054,917 Less accumulated provision for depreciation 9,576,577 229,352 - 3,598,604 4,054,986 - -------------------------------------------------------------------------------------------------------------------------------- 19,631,803 211,444 - 6,454,168 9,999,931 Nuclear fuel, at amortized cost 238,055 - - 101,630 136,425 Construction work in progress 1,247,427 170,329 - 317,779 541,889 - -------------------------------------------------------------------------------------------------------------------------------- Total 21,117,285 381,773 - 6,873,577 10,678,245 - ------------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - (8,223,951) 8,169,981 26,985 26,985 Argentine operating concession, being amortized 445,834 445,834 - - - Nuclear decommissioning trusts 125,311 - - 71,014 54,297 Miscellaneous 223,504 82,911 8,699 16,970 89,542 - -------------------------------------------------------------------------------------------------------------------------------- Total 794,649 (7,695,206) 8,178,680 114,969 170,824 - -------------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 139,309 85,425 944 14,676 12,539 Receivables-- Customer accounts receivable 827,523 20,286 - 308,561 377,570 Affiliated companies - (577,983) 320,664 29,253 14,443 Other accounts and notes receivable 239,534 71,242 1,329 22,597 104,989 Accumulated provision for uncollectible accounts (9,129) (80) - (2,297) (4,500) Refundable federal income tax - (18,155) - 16,011 - Fossil fuel stock, at average cost 354,129 5,061 - 119,555 169,252 Materials and supplies, at average cost 552,809 1,454 - 184,600 293,464 Prepayments 193,983 (9,198) 6,777 103,550 55,383 Vacation pay deferred 70,025 - - 20,442 40,823 - -------------------------------------------------------------------------------------------------------------------------------- Total 2,368,183 (421,948) 329,714 816,948 1,063,963 - -------------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES: Deferred charges related to income taxes 1,454,190 (7,799) - 451,886 919,750 Deferred Plant Vogtle costs 432,092 - - - 432,092 Debt expense, being amortized 48,010 4,361 - 7,370 26,223 Premium on reacquired debt, being amortized 297,887 - - 101,851 164,676 Deferred fuel charges 47,169 - - - - Nuclear decontamination and decommissioning fund 78,890 - - 42,996 35,894 Miscellaneous 404,532 60,479 582 49,620 220,991 - -------------------------------------------------------------------------------------------------------------------------------- Total 2,762,770 57,041 582 653,723 1,799,626 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 27,042,887 $ (7,678,340) $ 8,508,976 $ 8,459,217 $ 13,712,658 ================================================================================================================================ (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies. (Continued on following page.)
A-6A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) ASSETS GULF MISSISSIPPI SAVANNAH SEGCO SCS UTILITY PLANT: Plant in service $ 1,656,367 $ 1,385,032 $ 693,432 $ 303,965 $ 255,116 Less accumulated provision for depreciation 622,911 477,098 267,590 181,120 136,138 -------------------------------------------------------------------------------------------------------------------------------- 1,033,456 907,934 425,842 122,845 118,978 Nuclear fuel, at amortized cost - - - - - Construction work in progress 24,288 44,838 5,930 6,293 15,798 -------------------------------------------------------------------------------------------------------------------------------- Total 1,057,744 952,772 431,772 129,138 134,776 - -------------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - - - - Argentine operating concession, being amortized - - - - - Nuclear decommissioning trusts - - - - - Miscellaneous 7,997 3,353 1,790 51 2,880 -------------------------------------------------------------------------------------------------------------------------------- Total 7,997 3,353 1,790 51 2,880 - -------------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 902 1,317 1,563 5 99 Receivables-- Customer accounts receivable 65,160 28,933 20,694 - - Affiliated companies 1,079 6,058 177 34,010 81,132 Other accounts and notes receivable 2,268 6,599 216 - 29,404 Accumulated provision for uncollectible accounts (600) (670) (866) - - Refundable federal income tax - - - - - Fossil fuel stock, at average cost 35,686 16,885 7,557 - - Materials and supplies, at average cost 35,257 25,301 9,076 - 1,541 Prepayments 4,354 11,189 7,446 1,071 2,334 Vacation pay deferred 4,172 4,588 - - - - -------------------------------------------------------------------------------------------------------------------------------- Total 148,278 100,200 45,863 35,086 114,510 - -------------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES: Deferred charges related to income taxes 30,433 25,036 23,521 3,564 - Deferred Plant Vogtle costs - - - - - Debt expense, being amortized 3,625 1,358 3,092 156 3 Premium on reacquired debt, being amortized 18,494 9,571 3,295 - - Deferred fuel charges 38,169 9,000 - - - Nuclear decontamination and decommissioning fund - - - - - Miscellaneous 10,802 22,421 8,972 1,225 895 Total 101,523 67,386 38,880 4,945 898 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 1,315,542 $ 1,123,711 $ 518,305 $ 169,220 $ 253,064 ================================================================================================================================ (Continued on following page.)
A-6B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN ASSETS NUCLEAR SEI MESCO UTILITY PLANT: Plant in service $ 13,554 $ - $ 352,428 Less accumulated provision for depreciation 8,316 - 462 - -------------------------------------------------------------------------------------------------- 5,238 - 351,966 Nuclear fuel, at amortized cost - - - Construction work in progress - - - - -------------------------------------------------------------------------------------------------- Total 5,238 - 351,966 - -------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - - Argentine operating concession, being amortized - - - Nuclear decommissioning trusts - - - Miscellaneous 1,891 4,273 - - -------------------------------------------------------------------------------------------------- Total 1,891 4,273 - - -------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 3,274 13,535 1,173 Receivables-- Customer accounts receivable - 2,523 3,796 Affiliated companies 65,976 23,780 1,403 Other accounts and notes receivable 28 416 434 Accumulated provision for uncollectible accounts - (116) - Refundable federal income tax - - 2,144 Fossil fuel stock, at average cost - - 133 Materials and supplies, at average cost - - 2,116 Prepayments 3,975 5,993 1,102 Vacation pay deferred - - - - -------------------------------------------------------------------------------------------------- Total 73,253 46,131 12,301 - -------------------------------------------------------------------------------------------------- DEFERRED CHARGES: Deferred charges related to income taxes - 7,799 - Deferred Plant Vogtle costs - - - Debt expense, being amortized - - 1,822 Premium on reacquired debt, being amortized - - - Deferred fuel charges - - - Nuclear decontamination and decommissioning fund - - - Miscellaneous 19,679 3,325 5,354 Total 19,679 11,124 7,176 - -------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 100,061 $ 61,528 $ 371,443 ================================================================================================== (Continued on following page.)
A-7A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN ASSETS SDIG COMMUNICATION SERC UTILITY PLANT: Plant in service $ - $ - $ 1 Less accumulated provision for depreciation - - - - -------------------------------------------------------------------------------------------------- - - 1 Nuclear fuel, at amortized cost - - - Construction work in progress - 120,283 - - -------------------------------------------------------------------------------------------------- Total - 120,283 1 - -------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Investments in and advances to consolidated subsidiary companies, stated at equity - - - Argentine operating concession, being amortized - - - Nuclear decommissioning trusts - - - Miscellaneous 107 3,040 - - -------------------------------------------------------------------------------------------------- Total 107 3,040 - - -------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 2,558 1,251 48 Receivables-- Customer accounts receivable - - - Affiliated companies 8 - - Other accounts and notes receivable 12 - - Accumulated provision for uncollectible accounts - - - Refundable federal income tax - - - Fossil fuel stock, at average cost - - - Materials and supplies, at average cost - - - Prepayments - 7 - Vacation pay deferred - - - - -------------------------------------------------------------------------------------------------- Total 2,578 1,258 48 - -------------------------------------------------------------------------------------------------- DEFERRED CHARGES: Deferred charges related to income taxes - - - Deferred Plant Vogtle costs - - - Debt expense, being amortized - - - Premium on reacquired debt, being amortized - - - Deferred fuel charges - - - Nuclear decontamination and decommissioning fund - - - Miscellaneous 187 - - Total 187 - - - -------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 2,872 $ 124,581 $ 49 ================================================================================================== (Continued on following page.)
A-7B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA CAPITALIZATION (see accompanying statements): Common stock equity $ 8,186,249 $ (7,855,879) $ 8,186,247 $ 2,614,405 $ 4,141,554 Preferred stock 1,332,203 - - 440,400 692,787 Preferred securities of subsidiary 100,000 - - - 100,000 Long-term debt 7,592,826 129,061 - 2,455,013 3,757,823 - ------------------------------------------------------------------------------------------------------------------------------------ Total 17,211,278 (7,726,818) 8,186,247 5,509,818 8,692,164 - ------------------------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Preferred stock due within one year 1,000 - - - - Long-term debt due within one year 228,925 3,064 - 796 167,420 Notes payable 575,200 (15,050) 305,000 - 202,200 Commercial paper 402,484 - - 179,882 222,602 Accounts payable-- Affiliated companies - (205,358) 6,827 60,299 41,760 Other 806,459 30,970 3,753 258,692 313,307 Customer deposits 101,575 3,294 - 30,245 47,017 Taxes accrued-- Federal and state income 243 (19,849) - 6,848 2,856 Other 152,979 6,632 9 15,589 90,163 Interest accrued 190,094 4,593 1,431 52,516 110,256 Vacation pay accrued 87,431 917 - 20,442 39,720 Miscellaneous 232,325 113 - 57,047 70,006 - ------------------------------------------------------------------------------------------------------------------------------------ Total 2,778,715 (190,674) 317,020 682,356 1,307,307 - ------------------------------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 4,007,427 (20,770) - 1,181,342 2,477,661 Deferred credits related to income taxes 986,933 - - 405,256 433,334 Accumulated deferred investment tax credits 857,387 - - 317,018 453,121 Disallowed Plant Vogtle capacity buyback costs 60,490 - - - 60,490 Prepaid capacity revenues, net 138,421 - - 138,421 - Nuclear decontamination and decommissioning fund 92,402 - - 39,413 52,989 Miscellaneous 909,834 259,922 5,709 185,593 235,592 Total 7,052,894 239,152 5,709 2,267,043 3,713,187 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $ 27,042,887 $ (7,678,340) $ 8,508,976 $ 8,459,217 $ 13,712,658 ==================================================================================================================================== (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies.
(Continued on following page.) A-8A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) CAPITALIZATION AND LIABILITIES GULF MISSISSIPPI SAVANNAH SEGCO SCS CAPITALIZATION (see accompanying statements): Common stock equity $ 425,472 $ 361,753 $ 161,581 $ 53,970 $ 783 Preferred stock 89,602 74,414 35,000 - - Preferred securities of subsidiary - - - - - Long-term debt 356,393 306,522 155,922 78,044 74,048 - ------------------------------------------------------------------------------------------------------------------------------------ Total 871,467 742,689 352,503 132,014 74,831 - ------------------------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Preferred stock due within one year 1,000 - - - - Long-term debt due within one year 13,439 41,199 2,579 - 428 Notes payable 53,500 - 2,500 - 27,050 Commercial paper - - - - - Accounts payable-- Affiliated companies 9,132 3,337 5,162 10,831 23,316 Other 14,524 31,144 3,829 1,290 23,894 Customer deposits 13,609 2,712 4,698 - - Taxes accrued-- Federal and state income 5,990 433 272 3,313 - Other 7,475 31,224 861 327 346 Interest accrued 6,106 4,427 6,830 947 207 Vacation pay accrued 4,172 4,588 1,823 - 11,282 Miscellaneous 11,788 10,025 8,282 84 30,914 - ------------------------------------------------------------------------------------------------------------------------------------ Total 140,735 129,089 36,836 16,792 117,437 - ------------------------------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 151,681 129,505 70,786 12,362 - Deferred credits related to income taxes 71,964 45,832 25,487 5,060 - Accumulated deferred investment tax credits 38,391 31,228 14,637 2,992 - Disallowed Plant Vogtle capacity buyback costs - - - - - Prepaid capacity revenues, net - - - - - Nuclear decontamination and decommissioning fund - - - - - Miscellaneous 41,304 45,368 18,056 - 60,796 - ------------------------------------------------------------------------------------------------------------------------------------ Total 303,340 251,933 128,966 20,414 60,796 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $ 1,315,542 $ 1,123,711 $ 518,305 $ 169,220 $ 253,064 ==================================================================================================================================== (Continued on following page.)
A-8B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) SOUTHERN CAPITALIZATION AND LIABILITIES NUCLEAR SEI MESCO CAPITALIZATION (see accompanying statements): Common stock equity $ 1,540 $ 12,711 $ 75,258 Preferred stock - - - Preferred securities of subsidiary - - - Long-term debt 5,000 - 275,000 - ---------------------------------------------------------------------------------------------------- Total 6,540 12,711 350,258 - ---------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Preferred stock due within one year - - - Long-term debt due within one year - - - Notes payable - - - Commercial paper - - - Accounts payable-- Affiliated companies 17,056 3,723 11,223 Other 6,113 9,328 4,050 Customer deposits - - - Taxes accrued-- Federal and state income 380 - - Other 353 - - Interest accrued 71 - 319 Vacation pay accrued 4,487 - - Miscellaneous 7,567 35,766 733 - ---------------------------------------------------------------------------------------------------- Total 36,027 48,817 16,325 - ---------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes - - 4,860 Deferred credits related to income taxes - - - Accumulated deferred investment tax credits - - - Disallowed Plant Vogtle capacity buyback costs - - - Prepaid capacity revenues, net - - - Nuclear decontamination and decommissioning fund - - - Miscellaneous 57,494 - - Total 57,494 - 4,860 - ---------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $ 100,061 $ 61,528 $ 371,443 ==================================================================================================== (Continued on following page.)
A-9A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) SOUTHERN CAPITALIZATION AND LIABILITIES SDIG COMMUNICATIONS SERC CAPITALIZATION (see accompanying statements): Common stock equity $ 2,778 $ 4,071 $ 5 Preferred stock - - - Preferred securities of subsidiary - - - Long-term debt - - - - ---------------------------------------------------------------------------------------------------- Total 2,778 4,071 5 - ---------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Preferred stock due within one year - - - Long-term debt due within one year - - - Notes payable - - - Commercial paper - - - Accounts payable-- Affiliated companies 1 12,649 42 Other 93 105,470 2 Customer deposits - - - Taxes accrued-- Federal and state income - - - Other - - - Interest accrued - 2,391 - Vacation pay accrued - - - Miscellaneous - - - - ---------------------------------------------------------------------------------------------------- Total 94 120,510 44 - ---------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes - - - Deferred credits related to income taxes - - - Accumulated deferred investment tax credits - - - Disallowed Plant Vogtle capacity buyback costs - - - Prepaid capacity revenues, net - - - Nuclear decontamination and decommissioning fund - - - Miscellaneous - - - Total - - - - ---------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $ 2,872 $ 124,581 $ 49 ==================================================================================================== (Continued on following page.)
A-9B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) 1 SOUTHERN ALABAMA COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 656,528,126 shares $ 3,282,643 $ - $ 3,282,643 $ - Common stock of subsidiaries - (699,753) - 224,358 Paid-in capital 1,711,366 (4,309,730) 1,712,376 1,304,645 Premium on preferred stock 1,012 - - 146 Additional minimum liability for under-funded pension obligations - 546 - - Retained earnings 3,191,228 (2,846,942) 3,191,228 1,085,256 - ------------------------------------------------------------------------------------------------------------------------ Total common stock equity 8,186,249 (7,855,879) 8,186,247 2,614,405 - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% 199,299 - - 77,400 6.32% to 7.88% 205,404 - - 5,000 $25 par or stated value-- $1.90 to $2.125 295,000 - - - 6.40% to 7.60% 322,500 - - 238,000 Auction rates--at January 1, 1995; 4.59% to 4.64% 70,000 - - 70,000 Adjustable rates--at January 1, 1995; 6.07% to 6.86% 240,000 - - 50,000 - ------------------------------------------------------------------------------------------------------------------------ Total (annual dividend requirement--$89,795) 1,332,203 - - 440,400 - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14) $100 par value-- 11.36% (annual dividend requirement--$114) 1,000 - - - Less amount due within one year 1,000 - - - - ------------------------------------------------------------------------------------------------------------------------ Total excluding amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES: $25 stated value-- 9% (annual distribution requirement--$9,000) 100,000 - - - ------------------------------------------------------------------------------------------------------------------------ (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies. (Continued on following page.)
A-10A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 656,528,126 shares $ - $ - $ - $ - Common stock of subsidiaries 344,250 38,060 37,691 54,223 Paid-in capital 2,384,348 218,380 179,362 8,688 Premium on preferred stock 413 81 372 - Additional minimum liability for under-funded pension obligations - - - (546) Retained earnings 1,412,543 168,951 144,328 99,216 - ------------------------------------------------------------------------------------------------------------------------ Total common stock equity 4,141,554 425,472 361,753 161,581 - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% 95,787 15,102 11,010 - 6.32% to 7.88% 127,000 10,000 63,404 - $25 par or stated value-- $1.90 to $2.125 295,000 - - - 6.40% to 7.60% - 49,500 - 35,000 Auction rates--at January 1, 1995; 4.59% to 4.64% - - - - Adjustable rates--at January 1, 1995; 6.07% to 6.86% 175,000 15,000 - - - ------------------------------------------------------------------------------------------------------------------------ Total (annual dividend requirement--$89,795) 692,787 89,602 74,414 35,000 - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14) $100 par value-- 11.36% (annual dividend requirement--$114) - 1,000 - - Less amount due within one year - 1,000 - - - ------------------------------------------------------------------------------------------------------------------------ Total excluding amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES: $25 stated value-- 9% (annual distribution requirement--$9,000) 100,000 - - - - ------------------------------------------------------------------------------------------------------------------------ (Continued on following page.)
A-10B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN SEGCO SCS NUCLEAR SEI COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 656,528,126 shares $ - $ - $ - $ - Common stock of subsidiaries 328 725 10 100 Paid-in capital 32,472 58 1,530 92,926 Premium on preferred stock - - - - Additional minimum liability for under-funded pension obligations - - - - Retained earnings 21,170 - - (80,315) - ------------------------------------------------------------------------------------------------------------------------ Total common stock equity 53,970 783 1,540 12,711 - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% - - - - 6.32% to 7.88% - - - - $25 par or stated value-- $1.90 to $2.125 - - - - 6.40% to 7.60% - - - - Auction rates--at January 1, 1995; 4.59% to 4.64% - - - - Adjustable rates--at January 1, 1995; 6.07% to 6.86% - - - - - ------------------------------------------------------------------------------------------------------------------------ Total (annual dividend requirement--$89,795) - - - - - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14) $100 par value-- 11.36% (annual dividend requirement--$114) - - - - Less amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ Total excluding amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES: $25 stated value-- 9% (annual distribution requirement--$9,000) - - - - - ------------------------------------------------------------------------------------------------------------------------ (Continued on following page.)
A-10C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN MESCO SDIG COMMUNICATIONS SERC COMMON STOCK EQUITY: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Outstanding -- 656,528,126 shares $ - $ - $ - $ - Common stock of subsidiaries 1 1 1 5 Paid-in capital 74,999 7,242 4,070 - Premium on preferred stock - - - - Additional minimum liability for under-funded pension obligations - - - - Retained earnings 258 (4,465) - - - ------------------------------------------------------------------------------------------------------------------------ Total common stock equity 75,258 2,778 4,071 5 - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES (See note on page A-14): $100 par or stated value-- 4.20% to 5.96% - - - - 6.32% to 7.88% - - - - $25 par or stated value-- $1.90 to $2.125 - - - - 6.40% to 7.60% - - - - Auction rates--at January 1, 1995; 4.59% to 4.64% - - - - Adjustable rates--at January 1, 1995; 6.07% to 6.86% - - - - - ------------------------------------------------------------------------------------------------------------------------ Total (annual dividend requirement--$89,795) - - - - - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED STOCK OF SUBSIDIARIES SUBJECT TO MANDATORY REDEMPTION (See note on page A-14) $100 par value-- 11.36% (annual dividend requirement--$114) - - - - Less amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ Total excluding amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ CUMULATIVE PREFERRED SECURITIES OF SUBSIDIARIES: $25 stated value-- 9% (annual distribution requirement--$9,000) - - - - - ------------------------------------------------------------------------------------------------------------------------ (Continued on following page.)
A-11
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers Consolidated Add (Deduct) 1 SOUTHERN ALABAMA LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates 1995 5-1/8% 130,000 - - - 1996 4-1/2% to 4-3/4% 210,000 - - 60,000 1997 5-7/8% 25,000 - - - 1998 5% to 5.55% 230,000 - - 50,000 1999 6-1/8% to 6-3/8% 365,000 - - 170,000 2000 through 2004 6% to 7% 1,250,000 - - 500,000 2005 through 2009 6-7/8% to 9% 227,680 - - 175,000 2015 through 2019 9.23% to 9-1/4% 65,107 - - - 2020 through 2024 7.30% to 9-3/8% 1,921,628 - - 1,044,856 2032 Variable rates 200,000 - - - - ------------------------------------------------------------------------------------------------------------------------ Total first mortgage bonds 4,624,415 - - 1,999,856 Other long-term debt 3,260,601 129,910 - 485,894 Unamortized debt premium (discount), net (63,265) - - (29,941) ------------------------------------------------------------------------------------------------------------------------ Total long-term debt (annual interest requirement--$569,763) 7,821,751 129,910 - 2,455,809 Less amount due within one year 228,925 3,064 - 796 - ------------------------------------------------------------------------------------------------------------------------ Long-term debt excluding amount due within one year 7,592,826 126,846 - 2,455,013 - ------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION $ 17,211,278 $ (7,729,033) $ 8,186,247 $ 5,509,818 ======================================================================================================================== (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies. The notes to the financial statements (herein incorporated as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. (Continued on following page.)
A-12A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) GEORGIA GULF MISSISSIPPI SAVANNAH LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates 1995 5-1/8% 130,000 - - - 1996 4-1/2% to 4-3/4% 150,000 - - - 1997 5-7/8% - 25,000 - - 1998 5% to 5.55% 100,000 45,000 35,000 - 1999 6-1/8% to 6-3/8% 195,000 - - - 2000 through 2004 6% to 7% 625,000 30,000 75,000 20,000 2005 through 2009 6-7/8% to 9% 50,000 2,680 - - 2015 through 2019 9.23% to 9-1/4% 36,157 - - 28,950 2020 through 2024 7.30% to 9-3/8% 660,000 50,000 82,072 84,700 2032 Variable rates 200,000 - - - - ------------------------------------------------------------------------------------------------------------------------ Total first mortgage bonds 2,146,157 152,680 192,072 133,650 Other long-term debt 1,802,826 220,143 158,844 27,943 Unamortized debt premium (discount), net (23,740) (2,991) (3,195) (3,092) ------------------------------------------------------------------------------------------------------------------------ Total long-term debt (annual interest requirement--$569,763) 3,925,243 369,832 347,721 158,501 Less amount due within one year 167,420 13,439 41,199 2,579 ------------------------------------------------------------------------------------------------------------------------ Long-term debt excluding amount due within one year 3,757,823 356,393 306,522 155,922 - ------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION $ 8,692,164 $ 871,467 $ 742,689 $ 352,503 ======================================================================================================================== The notes to the financial statements (herein incorporated as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. (Continued on following page.)
A-12B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) SOUTHERN SEGCO SCS NUCLEAR SEI LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates 1995 5-1/8% - - - - 1996 4-1/2% to 4-3/4% - - - - 1997 5-7/8% - - - - 1998 5% to 5.55% - - - - 1999 6-1/8% to 6-3/8% - - - - 2000 through 2004 6% to 7% - - - - 2005 through 2009 6-7/8% to 9% - - - - 2015 through 2019 9.23% to 9-1/4% - - - - 2020 through 2024 7.30% to 9-3/8% - - - - 2032 Variable rates - - - - - ------------------------------------------------------------------------------------------------------------------------ Total first mortgage bonds - - - - Other long-term debt 78,350 74,476 5,000 2,215 Unamortized debt premium (discount), net (306) - - - ------------------------------------------------------------------------------------------------------------------------ Total long-term debt (annual interest requirement--$569,763) 78,044 74,476 5,000 2,215 Less amount due within one year - 428 - - - ------------------------------------------------------------------------------------------------------------------------ Long-term debt excluding amount due within one year 78,044 74,048 5,000 2,215 - ------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION $ 132,014 $ 74,831 $ 6,540 $ 14,926 ======================================================================================================================== The notes to the financial statements (herein incorporated as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. (Continued on following page.)
A-12C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Stated in Thousands of Dollars) (Continued) SOUTHERN MESCO SDIG COMMUNICATIONS SERC LONG-TERM DEBT: First mortgage bonds of subsidiaries-- Maturity Interest Rates 1995 5-1/8% - - - - 1996 4-1/2% to 4-3/4% - - - - 1997 5-7/8% - - - - 1998 5% to 5.55% - - - - 1999 6-1/8% to 6-3/8% - 2000 through 2004 6% to 7% - - - - 2005 through 2009 6-7/8% to 9% - - - - 2015 through 2019 9.23% to 9-1/4% - - - - 2020 through 2024 7.30% to 9-3/8% - - - - 2032 Variable rates - - - - - ------------------------------------------------------------------------------------------------------------------------ Total first mortgage bonds - - - - Other long-term debt 275,000 - - - Unamortized debt premium (discount), net - - - - - ------------------------------------------------------------------------------------------------------------------------ Total long-term debt (annual interest requirement--$569,763) 275,000 - - - Less amount due within one year - - - - - ------------------------------------------------------------------------------------------------------------------------ Long-term debt excluding amount due within one year 275,000 - - - - ------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION $ 350,258 $ 2,778 $ 4,071 $ 5 ======================================================================================================================== The notes to the financial statements (herein incorporated as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. (Continued on following page.)
A-13
SOUTHERN AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1994 (Continued) NOTE TO CONSOLIDATING STATEMENT OF CAPITALIZATION: Shares authorized, shares outstanding and redemption prices of the preferred stock and preferred securities are shown below: Shares Redemption Price Series Authorized Outstanding Per Share** - -------------------- ---------- ----------- -------------------- Cumulative Preferred Stock, $100 par or stated value-- 4.20% to 5.96% 2,165,125 1,992,990 $102.18 to $110.00 6.32% to 7.88% 2,054,040 2,054,040 $101.82 to $108.32* Undesignated 6,666,600 - - $25 par or stated value-- $1.90 to $2.125 11,800,000 11,800,000 $26.90* to $27.13* 6.40% to 7.60% 12,900,000 12,900,000 $26.60* to $26.90* Adjustable rate--at 1/1/95: 6.07%-1993 Series 600,000 600,000 $26.25* 6.26%-1993 Series 2,000,000 2,000,000 $26.25* 6.86%-First Series of 1993 3,000,000 3,000,000 $27.50* 6.30%-Second Series of 1993 4,000,000 4,000,000 $27.50* Undesignated 32,000,000 - - $1 Par Value--Undesignated 15,479,800 - - Auction rate--at 1/1/95: 4.59% $100 Stated Capital 500,000 500,000 $100 Auction rate--at 1/1/95: 4.64% $100,000 Stated Capital 200 200 $100,000 $10 Par or Stated Value-- Undesignated 7,420,000 - - Cumulative Preferred Stock Subject to Mandatory Redemption, $100 par value-- 11.36%10,000 10,000 $105.68* *Amount of premium in excess of par or stated value reduces in future years. **Plus accrued dividends in each case.
A-14
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dolllars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) 1 SOUTHERN ALABAMA GEORGIA GULF BALANCE, December 31, 1993 $2,967,706 $ (2,655,679) $2,967,706 $ 997,199 $1,316,447 $157,773 ADD: Net income after dividends on preferred stock of subsidiary companies 989,329 (995,195) 989,329 356,338 525,544 55,229 - ------------------------------------------------------------------------------------------------------------------------------ 3,957,035 (3,650,874) 3,957,035 1,353,537 1,841,991 213,002 DEDUCT (ADD): Cash dividends paid-- On common stock of SOUTHERN at a quarterly rate of 29-1/2 cents per share 766,757 - 766,757 - - - On common stock of subsidiary companies - (803,307) - 268,000 429,300 44,000 Common and preferred stock transactions, net (950) (625) (950) 281 148 51 - ------------------------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1994 $3,191,228 $ (2,846,942) $3,191,228 $1,085,256 $1,412,543 $168,951 ============================================================================================================================== (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement.
A-15A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dolllars) MISSISSIPPI SAVANNAH SEGCO SEI MESCO SDIG BALANCE, December 31, 1993 $129,343 $93,479 $25,601 $ (59,468) $ - $ (4,695) ADD: Net income after dividends on preferred stock of subsidiary companies 49,157 22,110 7,176 (20,847) 258 230 - ------------------------------------------------------------------------------------------------------------------------------ 178,500 115,589 32,777 (80,315) 258 (4,465) DEDUCT (ADD): Cash dividends paid-- On common stock of SOUTHERN at a quarterly rate of 29-1/2 cents per share - - - - - - On common stock of subsidiary companies 34,100 16,300 11,607 - - - Common and preferred stock transactions, net 72 73 - - - - - ------------------------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1994 $144,328 $99,216 $21,170 $ (80,315) $ 258 $ (4,465) ============================================================================================================================== The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement.
A-15B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) 1 SOUTHERN ALABAMA BALANCE, December 31, 1993 $1,502,193 ($4,180,447) $1,503,205 $1,304,645 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof- (SOUTHERN-13,866,468 shares) 209,894 (74,999) 209,894 - Contributions to capital for the twelve month period - (29,070) - - Conversion of debt to equity - (25,100) - - Other (721) (114) (723) - - ---------------------------------------------------------------------------------------------- BALANCE, December 31, 1994 $1,711,366 ($4,309,730) $1,712,376 $1,304,645 ============================================================================================== (1) This column also reflects information relating to Electric Wholesale Generators and Foreign Utility Companies.
A-16A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH BALANCE, December 31, 1993 $2,384,348 $218,282 $154,362 $8,688 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof- (SOUTHERN-13,866,468 shares) - - - - Contributions to capital for the twelve month period - - 25,000 - Conversion of debt to equity - - - - Other - 98 - - - ----------------------------------------------------------------------------------------------- BALANCE, December 31, 1994 $2,384,348 $218,380 $179,362 $8,688 ===============================================================================================
A-16B
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN SEGCO SCS NUCLEAR SEI BALANCE, December 31, 1993 $32,472 $56 $1,522 $67,817 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof- (SOUTHERN-13,866,468 shares) - - - - Contributions to capital for the twelve month period - - - - Conversion of debt to equity - - - 25,100 Other - 2 8 9 - ---------------------------------------------------------------------------------------------- BALANCE, December 31, 1994 $32,472 $58 $1,530 $92,926 ==============================================================================================
The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-16C
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 1994 (Stated in Thousands of Dollars) SOUTHERN MESCO SDIG COMMUNICATIONS BALANCE, December 31, 1993 $ - $7,243 $ - ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof- (SOUTHERN-13,866,468 shares) 74,999 - - Contributions to capital for the twelve month period - - 4,070 Conversion of debt to equity - - - Other - (1) - - --------------------------------------------------------------------------------- BALANCE, December 31, 1994 $74,999 $7,242 $4,070 =================================================================================
The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement. A-16D Notes to Financial Statements at December 31, 1994 The notes to the financial statements are herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive and are an integral part of the financial statements. A-17
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (in thousands) ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- OPERATING REVENUES: $2,935,142 $(44,416) $2,935,142 $44,416 ---------- -------- ---------- ------- OPERATING EXPENSES: Operation-- Fuel 801,948 (40,646) 801,948 40,646 Purchased power from non-affiliates 15,158 - 15,158 - Purchased power from affiliates 100,888 - 100,888 - Other 458,917 (3,770) 458,917 3,770 Maintenance 262,102 - 262,102 - Depreciation 292,420 - 292,420 - Taxes other than income taxes 183,425 - 183,425 - Federal and state income taxes 224,280 - 224,280 - ---------- -------- ---------- ------- Total operating expenses 2,339,138 (44,416) 2,339,138 44,416 ---------- -------- ---------- ------- OPERATING INCOME 596,004 - 596,004 - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,239 - 3,239 - Income from subsidiary 3,588 - 3,588 (Note A) - Charitable foundation (13,500) - (13,500) - Other, net 3,209 - 3,209 (Note B) - ---------- -------- --------- ------ INCOME BEFORE INTEREST CHARGES 592,540 - 592,540 - ---------- -------- --------- ------ INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 178,045 - 178,045 - Allowance for debt funds used during construction (3,548) - (3,548) - Interest on notes payable 5,939 - 5,939 - Amortization of debt discount, premium, and expense, net 9,623 - 9,623 - Other interest charges 19,908 - 19,908 - ---------- -------- -------- ------ Net interest charges 209,967 - 209,967 - ---------- -------- -------- ------ NET INCOME 382,573 - 382,573 - DIVIDENDS ON PREFERRED STOCK 26,235 - 26,235 - ---------- -------- -------- ------ NET INCOME AFTER PREFERRED STOCK DIVIDENDS $ 356,338 $ - $356,338 $ - ========== ======== ======== ======
A-18
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (in thousands) ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- OPERATING ACTIVITIES: Net income after dividends on preferred stock of subsidiary companies $356,338 $ - $356,338 $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities- Depreciation and amortization 359,791 - 359,791 Deferred income taxes and investment tax credits (32,613) - (32,613) - Allowance for equity funds used during construction (3,239) - (3,239) - Other, net 28,656 - 28,656 - Changes in current assets and liabilities- Receivables, net 19,390 (96,234) 19,390 96,234 Inventories (38,946) - (38,946) - Payables (21,240) - (21,240) - Taxes accrued 6,856 - 6,856 - Energy cost recovery, retail 16,907 - 16,907 - Other (13,431) 56 (13,431) (56) --------- -------- ---------- -------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 678,469 (96,178) 678,469 96,178 --------- -------- --------- ------- INVESTING ACTIVITIES: Gross property additions (536,785) - (536,785) - Other (26,632) - (26,632) - ---------- -------- ---------- ------- NET CASH USED IN INVESTING ACTIVITIES (563,417) - (563,417) - ---------- -------- --------- ------- FINANCING ACTIVITIES: Proceeds- First mortgage bonds 150,000 - 150,000 - Other long-term debt 208,720 58,035 208,720 (58,035) Retirements- First mortgage bonds (20,387) - (20,387) - Other long-term debt (305,380) 38,143 (305,380) (38,143) Interim obligations, net 139,882 - 139,882 - Payment of common stock dividends (268,000) - (268,000) - Miscellaneous (8,444) - (8,444) - ---------- --------- ---------- --------- NET CASH USED FOR FINANCING ACTIVITIES (103,609) 96,178 (103,609) (96,178) ---------- --------- ---------- --------- NET CHANGE IN CASH 11,443 - 11,443 - CASH AT BEGINNING OF YEAR 3,233 - 3,233 - ---------- --------- ---------- -------- CASH AT THE END OF THE YEAR $ 14,676 $ - $ 14,676 $ - ========== ========= ========== ========
A-19
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1994 (in thousands) ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- --------- ASSETS ------ UTILITY PLANT $6,873,577 $ - $6,873,577 $ - INVESTMENTS: Investments in affiliated companies 26,985 - 26,985( Note C) - Nuclear decommissioning trusts 71,014 - 71,014 - Miscellaneous 16,970 - 16,970(Note D) - ---------- ---- ---------- --- Total 114,969 - 114,969 - ---------- ---- ---------- --- CURRENT ASSETS: Cash 14,676 - 14,676 - Receivables, net 358,114 (1) 358,114 1 Fossil fuel stock, at average cost 119,555 - 119,555 - Materials and supplies, at average cost 184,600 - 184,600 - Prepayments 119,561 - 119,561 - Vacation pay deferred 20,442 - 20,442 - ---------- ---- ---------- --- Total 816,948 (1) 816,948 1 ---------- ---- ---------- --- DEFERRED CHARGES: Deferred charges related to income taxes 451,886 - 451,886 - Miscellaneous 201,837 - 201,837 - ---------- ---- ---------- --- Total 653,723 - 653,723 - ---------- ---- ---------- --- TOTAL ASSETS $8,459,217 $(1) $8,459,217 $ 1 ========== ==== ========== ===
A-20
ALABAMA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1994 (in thousands) ALABAMA ALABAMA CONSOLIDATED ELIMINATIONS CORPORATE COLUMBIA ------------ ------------ --------- -------- CAPITALIZATION AND - ------------------ LIABILITIES ----------- CAPITALIZATION: Common stock equity $2,614,405 $(1) $2,614,405 $ 1 Preferred stock 440,400 - 440,400 - Long-term debt 2,455,013 - 2,455,013 - ---------- ---- ---------- ----- Total 5,509,818 (1) 5,509,818 1 ---------- ---- ---------- ---- CURRENT LIABILITIES: Long-term debt due within one year 796 - 796 - Notes Payable 179,882 - 179,882 - Accounts payable, net 318,991 - 318,991 - Customer deposits 30,245 - 30,245 - Taxes accrued 22,437 - 22,437 - Interest accrued 52,516 - 52,516 - Vacation pay accrued 20,442 - 20,442 - Miscellaneous 57,047 - 57,047 - ---------- ---- ---------- ---- Total 682,356 - 682,356 - ---------- ---- ---------- ---- DEFERRED CREDITS: Accumulated deferred income taxes 1,181,342 - 1,181,342 - Deferred credits related to income taxes 405,256 - 405,256 - Miscellaneous 680,445 - 680,445 - ----------- ---- ---------- ---- Total 2,267,043 - 2,267,043 - ----------- ---- ---------- ---- TOTAL CAPITALIZATION AND LIABILITIES $8,459,217 $(1) $8,459,217 $ 1 ========== ==== ========== ====
A-21 Notes to ALABAMA's Consolidated Financial Statements (A) Represents equity in earnings of SEGCO, a non-consolidated subsidiary in which ALABAMA has 50% ownership, which is accounted for on the equity basis. See pages A-2 through A-16 for SEGCO's financial statements consolidated for SOUTHERN. (B) Includes $8,903,428 equity in earnings of Alabama Property Company, a non-consolidated subsidiary, which is accounted for on the equity basis. See pages A-23 through A-25 for Alabama Property Company's financial statements. (C) Represents ALABAMA's investment in SEGCO. (D) Includes $8,889,562 of investments in Alabama Property Company. A-22 ALABAMA PROPERTY COMPANY STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (Unaudited; Not Consolidated in Parent, ALABAMA) REVENUES: Sales of recreational lots $17,300,850 Other sales 4,500 Rentals 149,033 ----------- Total Revenues 17,454,383 COSTS AND EXPENSES: Cost of recreational lot sales 2,711,797 Other cost of sales 1,156 Selling, administrative and general expenses 904,953 ----------- Total costs and expenses 3,617,906 ----------- OPERATING INCOME 13,836,477 OTHER INCOME: Interest income 302,511 Other 9,747 ----------- INCOME BEFORE PROVISION FOR INCOME TAXES 14,148,735 PROVISION FOR INCOME TAXES 5,245,307 ----------- NET INCOME $ 8,903,428 =========== ALABAMA PROPERTY COMPANY STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1994 (Unaudited; Not Consolidated in Parent, ALABAMA) RETAINED EARNINGS AT DECEMBER 31, 1993 $12,536,134 Net income 8,903,428 Dividend on common stock (13,000,000) ----------- RETAINED EARNINGS AT DECEMBER 31, 1994 $ 8,439,562 =========== A-23
ALABAMA PROPERTY COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Unaudited; Not Consolidated in Parent, ALABAMA) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $8,903,428 ---------- Adjustments to reconcile net income to net cash provided by operating activities: Additions to property held for sale (2,674,542) Property cost of lot sales 2,554,594 Changes in current assets and liabilities: Interest receivable 10,287 Accounts receivable 372,944 Receivable from parent company (1,429) Prepaid income taxes (129,021) Prepayments and other current assets 42,902 Payable to parent company (172,057) Accrued income taxes 54,639 Other accrued taxes 6,942 ----------- Total adjustments 65,259 NET CASH PROVIDED FROM OPERATING ACTIVITIES 8,968,687 CASH FLOWS FROM FINANCING ACTIVITIES: Dividends Paid (13,000,000) NET CHANGE IN CASH AND CASH EQUIVALENTS (4,031,313) CASH AND CASH EQUIVALENTS, Beginning of year 7,234,110 CASH AND CASH EQUIVALENTS, End of year $ 3,202,797 =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Net cash paid during the year for income taxes $ 5,331,639 ===========
A-24
ALABAMA PROPERTY COMPANY BALANCE SHEET AT DECEMBER 31, 1994 (Unaudited; Not Consolidated in Parent, ALABAMA) ASSETS CURRENT ASSETS: Cash $ 105,797 Temporary cash investments 3,097,000 Accounts receivable 7,250 Receivable from parent company 1,429 Prepaid income taxes 170,829 Prepayments and other current assets 33,233 ---------- Total current assets 3,415,538 PROPERTY AND MINERAL RIGHTS HELD FOR FUTURE DEVELOPMENT 5,591,670 ---------- Total Assets $9,007,208 ========== LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES: Accrued income taxes $ 82,036 Other accrued taxes 35,610 ---------- Total current liabilities 117,646 CAPITALIZATION: Common stock, $150 par value; 1,000 shares authorized, issued and outstanding 150,000 Additional paid-in capital 300,000 Retained earnings 8,439,562 ---------- Total capitalization 8,889,562 ---------- Total liabilities and capitalization $9,007,208 ==========
A-25
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (in thousands) GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL ------------ ------------ --------- -------- - ------- OPERATING REVENUES: $4,162,403 $ (839) $4,162,403 $839 $ - OPERATING EXPENSES: Operation-- Fuel 870,653 - 870,653 - - Purchased power from affiliates 193,130 - 193,130 - - Purchased power from non-affiliates 158,063 - 158,063 - - Other 725,615 (839) 726,454 - - Maintenance 272,818 - 272,818 - - Depreciation and amortization 379,157 - 379,111 46 - Amortization of deferred Plant Vogtle expenses, net 74,888 - 74,888 - - Taxes other than income taxes 194,565 - 194,179 386 - Federal and state income taxes 399,413 - 399,256 157 - ---------- -------- ---------- ---- ----- Total operating expenses 3,268,302 (839) 3,268,552 589 - ---------- -------- ---------- ---- ----- OPERATING INCOME 894,101 - 893,851 250 - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 5,663 - 5,663 - - Interest income 3,254 (1,942) 3,923 964 309 Other, net 14,214 - 14,447 (Note A) (233) - Income taxes applicable to other income 7,975 - 7,999 (24) - ---------- -------- ---------- ---- ---- INCOME BEFORE INTEREST CHARGES 925,207 (1,942) 925,883 957 309 ---------- -------- ---------- ---- ---- INTEREST CHARGES AND PREFERRED DIVIDENDS: Interest on long-term debt 306,473 (670) 306,473 670 - Allowance for debt funds used during construction (11,571) - (11,571) - - Amortization of debt discount, premium, and expense, net 15,743 - 15,743 - - Other interest charges 41,012 (1,272) 41,984 - 300 ---------- -------- ---------- ---- ---- Net interest charges 351,657 (1,942) 352,629 670 300 ---------- -------- ---------- ---- ---- NET INCOME 573,550 - 573,254 287 9 DIVIDENDS ON PREFERRED STOCK 48,006 - 48,006 - - ---------- -------- ---------- ---- ----- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 525,544 $ - $ 525,248 $287 $ 9 ========== ======== ========== ==== =====
A-26
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (in thousands) GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL ------------ ------------ --------- -------- ------- OPERATING ACTIVITIES: Net income after dividends on preferred stock $525,544 - $525,248 $287 $ 9 Adjustments to reconcile consolidated net income to net cash provided by operating activities- Depreciation and amortization 484,032 - 483,930 102 - Deferred income taxes, net 33,567 - 33,544 23 - Allowance for equity funds used during construction (5,663) - (5,663) - - Deferred Plant Vogtle costs 74,888 - 74,888 - - Other, net (56,399) - (56,399) - - Changes in current assets and liabilities- Receivables, net 67,218 9 67,218 - (9) Inventories (63,545) - (63,545) - - Payables 5,409 (9) 5,418 - - Taxes accrued (60,475) - (60,594) 119 - Energy cost recovery, retail 55,505 - 55,505 - - Other 29,839 - 29,839 - - ---------- -------- ---------- ------- --------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,089,920 - 1,089,389 531 - ---------- -------- ---------- ------ --------- INVESTING ACTIVITIES: Gross property additions (638,426) - (638,426) - - Adjustment to property additions, net 91,370 105,670 88,800 - (103,100) ---------- -------- ---------- --------- --------- NET CASH USED IN INVESTING ACTIVITIES (547,056) 105,670 (549,626) - (103,100) ----------- -------- ----------- --------- --------- FINANCING ACTIVITIES: Proceeds- Pollution control bonds 527,210 - 527,210 - - Cumulative preferred securities of subsidiary 100,000 - - - 100,000 Other long-term debt - (103,100) 103,100 - - Redemptions- stock First mortgage bonds (133,559) - (133,559) - - Pollution control bonds (510,320) - (510,320) - - Other long-term debt (10,187) (347) (10,187) 347 - Interim obligations, net (57,425) - (57,425) - - Payment of common stock dividends (429,300) - (429,300) - - Miscellaneous (22,640) (2,223) (22,640) (877) 3,100 ---------- -------- ---------- ----- -------- NET CASH PROVIDED FROM FINANCING ACTIVITIES (536,221) (105,670) (533,121) (530) 103,100 ---------- -------- ---------- ----- -------- NET CHANGE IN CASH AND CASH EQUIVALENTS 6,643 - 6,642 1 - CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 5,896 - 5,856 40 - ---------- -------- ---------- ----- -------- CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 12,539 $ - $ 12,498 $ 41 $ - ========== ======== ========== ===== ========
A-27
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1994 (in thousands) GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL ------------ ------------ --------- -------- --------- UTILITY PLANT $10,678,245 $ - $10,659,035 $19,210 $ - ----------- --------- ----------- ------- --------- OTHER PROPERTY AND INVESTMENTS 170,824 (126,677) 192,114 (Note B) 2,287 103,100 ----------- -------- ----------- ------- --------- CURRENT ASSETS: Cash and cash equivalents 12,539 - 12,498 41 - Receivables, net 492,502 (9) 492,502 - 9 Fossil fuel stock, at average cost 169,252 - 169,252 - - Materials and supplies, at average cost 293,464 - 293,464 - - Prepayments 55,383 - 55,383 - - Vacation pay deferred 40,823 - 40,823 - - ------------ -------- ----------- ------- --------- Total 1,063,963 (9) 1,063,922 41 9 ------------ -------- ----------- ------- --------- DEFERRED CHARGES Deferred charges related to income taxes 919,750 - 919,750 - - Miscellaneous 879,876 (222) 879,876 222 - ------------ -------- ----------- ------- --------- Total 1,799,626 (222) 1,799,626 222 - ------------ -------- ----------- ------- --------- TOTAL ASSETS $13,712,658 $(126,908) $13,714,697 $21,760 $ 03,109 =========== ========= =========== ======= =========
A-28
GEORGIA AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET DECEMBER 31, 1994 (in thousands) GEORGIA GEORGIA GEORGIA CONSOLIDATED ELIMINATIONS CORPORATE PIEDMONT CAPITAL ------------ ------------ --------- -------- -------- CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock equity $4,141,554 $(12,033) $4,140,951 $ 9,527 $ 3,109 Preferred stock 692,787 - 692,787 - - Cumulative preferred securities of subsidiary 100,000 - - - 100,000 Long-term debt 3,757,823 (114,644) 3,860,923 11,544 - ---------- -------- ---------- ------- --------- Total 8,692,164 (126,677) 8,694,661 21,071 103,109 ---------- -------- ---------- ------- --------- CURRENT LIABILITIES: Long-term debt due within one year 167,420 - 167,420 - - Notes payable to banks 202,200 - 202,200 - - Commercial paper 222,602 - 222,602 - - Accounts payable 355,067 - 355,067 - - Customer deposits 47,017 - 47,017 - - Taxes accrued 93,019 - 92,330 689 - Interest accrued 110,256 - 110,256 - - Vacation pay accrued 39,720 - 39,720 - - Miscellaneous 70,006 (9) 70,015 - - ---------- --------- ---------- ------- -------- Total 1,307,307 (9) 1,306,627 689 - ---------- --------- ---------- ------- -------- DEFERRED CREDITS: Accumulated deferred income taxes 2,477,661 (222) 2,477,883 - - Miscellaneous 1,235,526 - 1,235,526 - - ------------- --------- ----------- ------- -------- Total 3,713,187 (222) 3,713,409 - - ------------- --------- ----------- ------- -------- TOTAL CAPITALIZATION AND LIABILITIES $13,712,658 $(126,908) $13,714,697 $21,760 $103,109 =========== ========= =========== ======= ========
A-29 Notes to GEORGIA's Consolidated Financial Statements (A) Includes $3,588,000 equity in earnings for SEGCO, a non-consolidated subsidiary in which GEORGIA has 50% ownership. SEGCO is accounted for on the equity basis. See pages A-2 through A-16 for SEGCO's financial statements consolidated for SOUTHERN. (B) Includes $26,985,0000 of investments in SEGCO. A-30
PIEDMONT STATEMENT OF INCOME AND EARNINGS RETAINED IN THE BUSINESS FOR THE YEAR ENDED DECEMBER 31, 1994 (Consolidated in Parent, GEORGIA) (in thousands) REVENUES: Rent $839 Other (Interest) 964 $1,803 ----- EXPENSES: Interest 670 Taxes 567 Depreciation 102 Miscellaneous 177 1,516 ------- ------ NET INCOME 287 EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1993 307 ------- EARNINGS RETAINED IN THE BUSINESS AT DECEMBER 31, 1994 $ 594 =======
A-31
PIEDMONT STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Consolidated in Parent, GEORGIA) (in thousands) OPERATING ACTIVITIES: Net income $287 Deferred income taxes 23 Depreciation 102 Change in current liabilities 119 ----- 531 FINANCING ACTIVITIES: Increase in advance from parent 347 Decrease in capital contribution (877) ----- (530) NET CHANGE IN CASH $ 1 =====
A-32
PIEDMONT BALANCE SHEET AT DECEMBER 31, 1994 (Consolidated in Parent, GEORGIA) ($ in thousands) ASSETS INVESTMENTS: Plant-in-service $19,210 Non-utility property 2,287 $21,497 -------- CURRENT ASSETS: Cash 41 DEFERRED DEBITS: Accumulated deferred income taxes 222 ------- TOTAL ASSETS $21,760 ======= CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock, $1 par (1,000,000 shares authorized, 100,000 shares issued) $ 100 Other paid-in capital 8,833 Retained earnings 594 $ 9,527 ------- Long-term debt - Advances from parent company 11,544 ------- Total capitalization 21,071 CURRENT LIABILITIES: Federal and state Income Taxes Accrued 514 Taxes other than income taxes 175 689 -------- ------- TOTAL CAPITALIZATION AND LIABILITIES $21,760 =======
A-33
GEORGIA CAPITAL STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (Consolidated in Parent, GEORGIA) (in thousands) Interest Income $309 Less: Other interest charges 300 ---- Net Income $ 9 ====
A-34
GEORGIA CAPITAL STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1994 (Consolidated in Parent, GEORGIA) (in thousands) OPERATING ACTIVITIES: Net income $ 9 Change in receivables (9) ----------- - INVESTING ACTIVITIES: Other investing activities (103,100) FINANCING ACTIVITIES: Cumulative preferred securities of subsidiary 100,000 Other 3,100 ---------- NET CHANGE IN CASH $ 0 ==========
A-35
GEORGIA CAPITAL BALANCE SHEET AT DECEMBER 31, 1994 (Consolidated in Parent, GEORGIA) (in thousands) ASSETS INVESTMENTS $103,100 CURRENT ASSETS: Receivables 9 -------- TOTAL ASSETS $103,109 ======== CAPITALIZATION CAPITALIZATION: Common stock equity $ 3,109 Cumulative preferred securities of subsidiary 100,000 -------- TOTAL CAPITALIZATION $103,109 ========
A-36
EXHIBITS. Exhibits (including reference to previous filings): Exhibit Number Description of Exhibit A-1 Annual Report of SOUTHERN on Form 10-K for the year ended December 31, 1994. (File No. 1-3526.) A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 1994. (File No. 1-3164.) A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 1994. (File No. 1-6468.) A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 1994 (File No. 0-2429.) A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 1994. (File No. 0-6849.) A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 1994. (File No. 1-5072.) A-7 Annual Report on Form U-13-60 for SEI for the year ended December 31, 1994. B-1 Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments thereto through January 5, 1994. (Designated in Registration No. 33-3546, as Exhibit 4(a), in Certificate of Notification, File No. 70-7341, as Exhibit A and in Certificate of Notification, File No. 70-8181, as Exhibit A.) B-2 By-laws of SOUTHERN as amended effective October 21, 1991, and as presently in effect. (Designated in Form U-1, File No. 70-8181, as Exhibit A-2.) B-3 Charter of ALABAMA and amendments thereto through October 14, 1994. (Designated in Registration No. 2-59634 as Exhibit 2(b), in Registration No. 2-60209 as Exhibit 2(c), in Registration No. 2-60484 as Exhibit 2(b), in Registration No. 2-70838 as Exhibit 4(a)-2, in Registration No. 2-85987 as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit 4(a)-2, in Registration No. 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b) , in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a) and in Certificate of Notification, File No. 70-8191, as Exhibit A.) B-4 By-laws of ALABAMA as amended effective July 23, 1993, and as presently in effect. (Designated in Form U-1, File No. 70-8191, as Exhibit A-2.) A-37 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-5 Charter of GEORGIA and amendments thereto through October 25, 1993. (Designated in Registration No. 2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-93039 as Exhibit 4(a)-(2), in Registration No. 2-96810 as Exhibit 4(a)(2), in Registration No. 33-141 as Exhibit 4(a)(2), in Registration No. 33-1359 as Exhibit 4(a)(2), in Registration No. 33-5405 as Exhibit 4(b)(2), in Registration No. 33-14367 as Exhibits 4(b)-2 and 4(b)-3, in Registration No. 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA's Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895, as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b) and in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b).) B-6 By-laws of GEORGIA as amended effective July 18, 1990, and as presently in effect. (Designated in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 3.) B-7 Restated Articles of Incorporation of GULF and amendments thereto through November 8, 1993. (Designated in Registration No. 33-43739 as Exhibit 4(b)-1), in Form 8-K dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4 and in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4.) B-8 By-laws of GULF as amended effective February 25, 1994, and as presently in effect. (Designated in GULF's Form 10-K for the year ended December 31, 1993, File No. 0-2429, as Exhibit 3(d)2.) B-9 Articles of incorporation of MISSISSIPPI, articles of merger of Mississippi Power Company (a Maine corporation) into MISSISSIPPI and articles of amendment to the articles of incorporation of MISSISSIPPI through August 19, 1993. (Designated in Registration No. 2-71540 as Exhibit 4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in Registration No. 33-49320 as Exhibit 4(b)-1, in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and 4(b)-3 in Form 8-K dated August 4, 1993, File No. 0-6849, as Exhibit 4(b)-3 and in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3.) B-10 By-laws of MISSISSIPPI as amended effective August 22, 1989, and as presently in effect. (Designated in MISSISSIPPI's Form 10-K for the year ended December 31, 1989, File No. 0-6849, as Exhibit 3(b).) A-38 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-11 Charter of SAVANNAH and amendments thereto through November 10, 1993. (Designated in Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit 4(b)-(2) and in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b).) B-12 By-laws of SAVANNAH as amended effective February 16, 1994, and as presently in effect. (Designated in SAVANNAH's Form 10-K for the year ended December 31, 1993, File No. 1-5072, as Exhibit 3(f)2.) B-13 SEGCO Certificate of Incorporation as amended to date, last amended November 29, 1966. (Designated in Forms U-1, File No. 70-3480, as Exhibit A-5, File No. 70-3630, as Exhibit A-6, File Nos. 70-3738 and 70-3842, as Exhibit A-8(b); Registration No. 2-18084 as Exhibit 3(a)-2 and First Certificate of Notification, File No. 70-3945, as Exhibit A.) B-14 SEGCO By-laws as amended to date, last amended July 10, 1986. (Designated in Form U5S for the year ended December 31, 1990, as Exhibit B-14.) B-15 SCS Certificate of Incorporation as amended. (Designated in Form U-1, File No. 70-3573, as Exhibit A-1; in Form U-1, File No. 70-3833, as Exhibit A-2; Form U5S for 1962, File No. 30-222-2, as Exhibit A-17; and Form U5S for 1985, File No. 30-222-2, as Exhibit B-13(b).) B-16 SCS By-laws as amended to date, last amended February 20, 1995. B-17 Alabama Property Company Certificate of Incorporation. (Designated in Form U-5B, File No. 30-115, as Exhibit B-29.) B-18 Alabama Property Company By-laws. (Designated in Form U-5B, File No. 30-115, as Exhibit B-30.) B-19 Columbia Fuels, Inc. Certificate of Incorporation. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-17.) B-20 Columbia Fuels, Inc. By-laws. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-18.) B-21 Piedmont-Forrest Corporation Articles of Incorporation and amendments thereto through August 31, 1987. (Designated in Form U-1, File No. 70-6135, as Exhibit A-1 and in Form U5S for 1987, File No. 30-222-2, as Exhibit B-21.) B-22 Piedmont-Forrest Corporation By-laws as presently in effect. (Designated in Form U-1, File No. 70-6135, as Exhibit A-2.) A-39 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-23 Articles of Incorporation of SEI and amendments thereto through September 24, 1987. (Designated in Form U5S for 1982, File No. 30-222-2, as Exhibit A-19 and in Form U5S for 1987, File No. 30-222-2, as Exhibit B-24.) B-24 By-laws of SEI as amended to date, last amended February 25, 1994. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-24.) B-25 Articles of Incorporation of SDIG and amendments thereto through March 25, 1993. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-23 , in Form U5S for 1987, File No. 30-222-2, as Exhibit B-27 and in Form U5S for 1993, File No. 30-222-2, as Exhibit B-25.) B-26 By-laws of SDIG. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-24.) B-27 By-laws of SOUTHERN NUCLEAR as amended to date, last amended May 21, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-27.) B-28 Articles of Incorporation of SOUTHERN NUCLEAR and amendment thereto through June 14, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-28.) B-29 Certificate of Incorporation of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-30 B-30 By-laws of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-31.) B-31 Certificate of Incorporation of SOUTHERN COMMUNICATIONS. B-32 By-laws of SOUTHERN COMMUNICATIONS. B-33 Certificate of Incorporation of SEIH. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-32.) B-34 By-laws of SEIH. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-33.) B-35 Certificate of Incorporation of SEIH-III. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-34.) B-36 By-laws of SEIH-III. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-35.) B-37 Certificate of Incorporation of SEIH-IV. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-36.) A-40 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-38 By-laws of SEIH-IV. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-37.) B-39 Certificate of Incorporation of SEWG. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-38.) B-40 By-laws of SEWG. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-39.) B-41 Certificate of Incorporation of SEIH-VIII. B-42 By-laws of SEIH-VIII. B-43 Certificate of Incorporation of SEIH-IX. B-44 By-laws of SEIH-IX. B-45 Certificate of Incorporation of SEIH-X. B-46 By-laws of SEIH-X. B-47 Certificate of Incorporation of SEIH-XI. B-48 By-laws of SEIH-XI. B-49 Articles of Incorporation of MESCO. B-50 By-laws of MESCO. B-51 Certificate of Incorporation of Southern Electric, Inc. B-52 By-laws of Southern Electric, Inc. B-53 Certificate of Incorporation of GEORGIA POWER HOLDINGS. B-54 By-laws of GEORGIA POWER HOLDINGS. B-55 Certificate of Limited Partnership of GEORGIA CAPITAL. B-56 Amended and Restated Agreement of Limited Partnership of GEORGIA CAPITAL. B-57 Action of General Partner of GEORGIA CAPITAL dated December 9, 1994. A-41 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-1 Indenture dated as of January 1, 1942, between ALABAMA and Chemical Bank, as Trustee, and indentures supplemental thereto through that dated as of December 1, 1994. (Designated in Registration No. 2-59843, as Exhibit 2(a)-2, in Registration No. 2-60484, as Exhibits 2(a)-3 and 2(a)-4, in Registration No. 2-60716 as Exhibit 2(c), in Registration No. 2-67574 as Exhibit 2(c), in Registration No. 2-68687, as Exhibit 2(c), in Registration No. 2-69599, as Exhibit 4(a)-2, in Registration No. 2-71364, as Exhibit 4(a)-2, in Registration No. 2-73727, as Exhibit 4(a)-2, in Registration No. 33-5079, as Exhibit 4(a)-2, in Registration No. 33-17083 as Exhibit 4(a)-(2), in Registration No. 33-22090 as Exhibit 4(a)-(2), in ALABAMA's Form 10-K for the year ended December 31, 1990, File No. 1-3164, as Exhibit 4(c), in Registration Nos. 33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit 4(a)-2, 33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20, 1993, File No, 1-3436, as Exhibit 4(a)-3, in Form 8-K dated February 17, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated March 10, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Form 8-K dated June 24, 1993, File No. 1-3436, as Exhibit 4, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Form 8-K dated November 16, 1993, File No. 1-3436, as Exhibit 4(b) and in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Certificate of Notification, File No. 70-8069, as Exhibit A and in Form 8-K dated November 30, 1994, File No. 1-3436, as Exhibit 4.) C-2 Indenture dated as of March 1, 1941, between GEORGIA and Chemical Bank, as Trustee, and indentures supplemental thereto dated as of March 1, 1941, March 3, 1941 (3 indentures), March 6, 1941 (139 indentures), March 1, 1946 (88 indentures) and December 1, 1947, through December 1, 1994. (Designated in Registration No. 2-4663, as Exhibits B-3 and B-3(a), in Registration No. 2-7299, as Exhibit 7(a)-2, in Registration No. 2-61116, as Exhibits 2(a)-3 and 2(a)-4, in Registration No. 2-62488, as Exhibit 2(a)-3, in Registration No. 2-63393, as Exhibit 2(a)-4, in Registration No. 2-63705, as Exhibit 2(a)-3, in Registration No. 2-68973, as Exhibit 2(a)-3, in Registration No. 2-70679, as Exhibit 4(a)-(2), in Registration No. 2-72324, as Exhibit 4(a)-(2), in Registration No. 2-73987, as Exhibit 4(a)-(2), in Registration No. 2-77941, as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-79336 as Exhibit 4(a)-2, in Registration No. 2-81303, as Exhibit 4(a)-(2), in Registration No. 2-90105, as Exhibit 4(a)-(2), in Registration No. 33-5405, as Exhibit 4(a)-(2), in Registration No. 33-14367 as Exhibits 4(a)-2 and 4(a)-3, in Registration No. 33-22504 as Exhibits 4(a)-(2), 4(a)-(3) and 4(a)-(4), in Registration No. 33-32420 as Exhibit 4(a)-(2), in Registration No. 33-35683 as Exhibit 4(a)-(2), in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 4(a)(3), in GEORGIA's Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit 4(a)-(2), in Forman Registration No. 33-32420 as Exhibit 4(a)-(2), in Registration No. 33-35683 as Exhibit 4(a)-(2), in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 4(a)(3), in GEORGIA's Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit 4(a)-(2), in Form 8-K dated August 26, 1992, File No. 1-6468 as Exhibit 4(a)-(3), in Form 8-K A-42 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit dated September 9, 1992, File No. 1-6468, as Exhibits 4(a)-(3) and 4 (a)-(4), in Form 8-K dated September 23, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-A dated October 12, 1992, as Exhibit 2(b), in Form 8-K dated January 27, 1993, File No. 1-6468, as Exhibit 4(a)-(3), in Registration No. 33-49661 as Exhibit 4(a)-(2), in Form 8-K dated July 26, 1993, File No. 1-6468, as Exhibit 4 , in Certificate of Notification, File No. 70-7832, as Exhibit M , in Certificate of Notification, File No. 70-7832, as Exhibit C in Certificate of Notification, File No. 70-7832, as Exhibits K and L, in Certificate of Notification, File No. 70-8443 as Exhibit C, in Certificate of Notification, File No. 70-8443 as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit E, in Certificate of Notification, File No. 70-8443, as Exhibit E in Certificate of Notification, File No. 70-8443, as Exhibit E and in GEORGIA's Form 10-K for the year ended December 31, 1993, File No. 1-6468, as Exhibit 4(c)2 and 4(c)3.) C-3 Indenture dated as of June 1, 1994, between GEORGIA and Trust Company Bank, as Trustee and indenture supplemental thereto dated December 15, 1994. (Designated in Certificate of Notification, File No. 70-8461 as Exhibits E and F.) C-4 Indenture dated as of September 1, 1941, between GULF and The Chase Manhattan Bank (National Association) and The Citizens & Peoples National Bank of Pensacola, as Trustees, and indentures supplemental thereto through September 1, 1994. (Designated in Registration No. 2-4833, as Exhibit B-3, in Registration No. 2-62319, as Exhibit 2(a)-3, in Registration No. 2-63765, as Exhibit 2(a)-3, in Registration No. 2-66260, as Exhibit 2(a)-3, in Registration No. 33-2809, as Exhibit 4(a)-2, in Registration No. 33-43739 as Exhibit 4(a)-2, in GULF's Form 10-K for the year ended December 31, 1991, File No. 0-2429, as Exhibit 4(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(a)-3, in Registration No. 33-50165 as Exhibit 4(a)-2, in Form 8-K dated July 12, 1993, File No. 0-2429, as Exhibit 4 , in Certificate of Notification, File No. 70-8229, as Exhibit A and in Certificate of Notification, File No. 70-8229, as Exhibit E and F.) C-5 Indenture dated as of September 1, 1941, between MISSISSIPPI and Bankers Trust Company as Successor Trustee, and indentures supplemental thereto through March 1, 1994. (Designated in Registration No. 2-4834, as Exhibit B-3, in Registration No. 2-62965, as Exhibit 2(b)-2, in Registration No. 2-66845, as Exhibit 2(b)-2, in Registration No. 2-71537, as Exhibit 4(a)-(2), in Registration No. 33-5414, as Exhibit 4(a)-(2), in Registration No. 33-39833 as Exhibit 4(a)-(2), in MISSISSIPPI's Form 10-K for the year ended December 31, 1991, File No. 0-6849, as Exhibit 4(b), in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibit 4(a)-2, in Second Certificate of Notification, File No. 70-7941, as Exhibit I, in Form 8-K dated February 26, 1993, File No. 0-6849, as Exhibit 4(a)-2, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated June 22, 1993, File No. 0-6849, as Exhibit 1, in Certificate of Notification, File No. 70-8127, as Exhibit A and in Form 8-K dated March 8, 1994, File No. 0-6849, as Exhibit 4.). A-43 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-6 Indenture dated as of March 1, 1945, between SAVANNAH and NationsBank of Georgia, National Association, as Trustee, and indentures supplemental thereto through July 1, 1993. (Designated in Registration No. 33-25183 as Exhibit 4(a)-(1), in Registration No. 33-41496 as Exhibit 4(a)-(2), in Registration No. 33-45757 as Exhibit 4(a)-(2), in SAVANNAH's Form 10-K for the year ended December 31, 1991, File No. 1-5072, as Exhibit 4(b), in Form 8-K dated July 8, 1992, File No. 1-5072, as Exhibit 4(a)-3, in Registration No. 33-50587 as Exhibit 4(a)(2) and in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit 4.) D-1 Income Tax Allocation Agreement and Amendments 1 through 12 thereto. (Designated in Form U5S for 1981, File No. 30-222-2, as Exhibit A-21, in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(b), in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(c), in Form U5S for 1983, File No. 30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(e), in Amendment No. 1 to Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(f) in Form U5S for 1987, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1992, File No. 30-222-2, as Exhibit D-2.) D-2 Amendments 18 through 27 to Income Tax Allocation Agreement. E-1 ALABAMA's, GEORGIA's, GULF's, MISSISSIPPI's, SCS's and SOUTHERN NUCLEAR's personnel policies pertaining to employee loans. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibits E-1, E-2, E-3, E-4 and E-5, in Form U5S, File No. 30-222-2, for 1987 as Exhibit E-2, in Form U5S for 1990, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibits E-2 and E-3 , in Form U5S for 1992, File No. 30-222-2, as Exhibit E-2 in Form U5S for 1993, File No. 30-222-2, as Exhibit E-2.) E-2 Supplements to MISSISSIPPI's personnel policies pertaining to employee loans and employee relocation assistance-promissory note provision. G-1 ALABAMA's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No. 1-3164, as Exhibit 27.) G-2 GEORGIA's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No. 1-6468, as Exhibit 27.) G-3 GULF's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No. 0-2429, as Exhibit 27.) G-4 MISSISSIPPI's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No. 0-6849, as Exhibit 27.) G-5 SAVANNAH's Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No. 1-5072, as Exhibit 27.) A-44 EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit G-6 SOUTHERN system's consolidated Financial Data Schedule. (Designated in Form 8-K dated February 15, 1995, File No. 1-3526, as Exhibit 27.) H Organizational chart. I Financial statements relating to certain exempt wholesale generators and foreign utility companies. Exhibits listed above which have heretofore been filed with the SEC pursuant to various Acts administered by the SEC, and which were designated as noted above, are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.
A-45 SIGNATURE The undersigned registered holding company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. THE SOUTHERN COMPANY Date: April 28, 1995 By /s/ W. L. Westbrook W. L. Westbrook Financial Vice President A-46 EX-99 2 EXHIBIT A-7 Exhibit A-7 MODIFIED Form U-13-60 ANNUAL REPORT For The Period Beginning January 1, 1994 and Ending December 31, 1994 To The U.S. SECURITIES AND EXCHANGE COMMISSION Of SOUTHERN ELECTRIC INTERNATIONAL, INC. (Exact Name of Reporting Company) A Subsidiary Company Date of Incorporation July 29, 1981. If not incorporated Date of Organization______________ State or Sovereign Power under which Incorporated or Organized State of Delaware Location of Principal Executive Offices of Reporting Company 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 Report filed pursuant to File Number 70-6599 Name, title, and address of officer to whom correspondence concerning this report should be addressed: James A. Ward Controller 900 Ashwood Parkway, Suite 500 (Name) (Title) (Address) Name of Principal Holding Company under which Reporting Company is Organized: THE SOUTHERN COMPANY 2 LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS Description of Schedules and Accounts Schedule or Page Account Number Number - ----------------------------------------------------------------------------- COMPARATIVE BALANCE SHEET Schedule I 3-4 COMPANY PROPERTY Schedule II 5-6 ACCUMULATED PROVISIONS FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY Schedule III 7 INVESTMENTS Schedule IV 8 ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES Schedule V 9 MISCELLANEOUS DEFERRED DEBITS Schedule IX 10 PROPRIETARY CAPITAL Schedule XI 11 LONG TERM DEBT Schedule XII 12 CURRENT AND ACCRUED LIABILITIES Schedule XIII 13 NOTES TO FINANCIAL STATEMENTS Schedule XIV 14 COMPARATIVE INCOME STATEMENT Schedule XV 15 ANALYSIS OF BILLING-ASSOCIATE COMPANIES Account 457 16 ANALYSIS OF BILLING-NONASSOCIATE COMPANIES Account 458 17 SCHEDULE OF EXPENSE BY DEPARTMENT OR FUNCTION Schedule XVII 18-19 DEPARTMENTAL ANALYSIS OF SALARIES Account 920 20 DISPOSITION OF INTELLECTUAL PROPERTY Account 928 21 MISCELLANEOUS GENERAL EXPENSES Account 930.2 22 TAXES OTHER THAN INCOME TAXES Account 408 23 DONATIONS Account 426.1 24 OTHER DEDUCTIONS Account 426.5 25 NOTES TO STATEMENT OF INCOME Schedule XVIII 26 FINANCIAL DATA SCHEDULE Schedule XIX 27 OUTSIDE SERVICES EMPLOYED Schedule XX 28 ORGANIZATION CHART 29-31 3 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. SCHEDULE 1 - COMPARATIVE BALANCE SHEET Give balance sheet of the Company as of December 31 of the current and prior year. (Note: Amounts are in thousands of dollars) ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31 CURRENT PRIOR COMPANY PROPERTY 101 Company Property (Schedule II) 8,797 6,661 107 Construction work in progress (Schedule II) - - Total Property 8,797 6,661 108 Less accumulated provision for depreciation and amortization of company property (Schedule III) (3,757) (3,000) Net Company Property 5,040 3,661 INVESTMENTS 123 Investments in associate companies - - 124 Other Investments (Schedule IV) - - Total Investments - - CURRENT AND ACCRUED ASSETS 131 Cash 15,742 268 134 Special deposits 1,084 1,669 135 Working funds 130 124 136 Temporary cash investments (Schedule IV) - - 141 Notes Receivable 35 34 143 Accounts Receivable 5,733 5,919 144 Accumulated provision for uncollectable accounts (196) (189) 146 Accounts receivable from associate companies (Schedule V) 24,048 14,654 152 Fuel stock expenses undistributed - - 154 Materials and supplies 267 73 163 Stores expenses undistributed - - 165 Prepayments 205 240 174 Miscellaneous current and accrued assets 2,469 4,039 Total Current and Accrued Assets 49,517 26,831 DEFERRED DEBITS 181 Unamortized debt expense - - 184 Clearing accounts - - 186 Miscellaneous deferred debits (Schedule IX 78 9 188 Research, development, or demonstration expenditures - 155 190 Accumulated deferred income taxes 14,093 11,978 Total Deferred Debits 14,171 12,142 TOTAL ASSETS AND OTHER DEBITS 68,728 42,634 4 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. SCHEDULE I - COMPARATIVE BALANCE SHEET ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31 CURRENT PRIOR - ------------------------------------------------------------------------------- PROPRIETARY CAPITAL 201 Common stock issued (Schedule XI) 100 100 211 Miscellaneous paid-in capital (Schedule XI) 92,926 67,817 215 Appropriated retained earnings (Schedule XI) - - 216 Unappropriated retained earnings (Schedule XI) (80,315) (59,468) Total Proprietary Capital 12,711 8,449 LONG TERM DEBT 223 Advances from associate companies (Schedule XII) - - 224 Other long-term debt (Schedule XII) - - 225 Unamortized premium on long-term debt - - 226 Unamortized discount on long-term debt-debit - - Total long-term debt - - CURRENT AND ACCRUED LIABILITIES 231 Notes Payable - - 232 Accounts payable 13,342 9,510 233 Notes payable to associate companies (Schedule XIII) - - 234 Accounts payable to associate companies (Schedule XIII) 4,515 6,066 236 Taxes accrued 1,532 - 237 Interest accrued - - 238 Dividends declared - - 241 Tax collections payable 305 - 242 Miscellaneous current and accrued liabilities (Schedule XIII) 35,198 18,262 Total current and accrued liabilities 54,892 33,838 DEFERRED CREDITS 253 Other deferred credits 1,125 347 255 Accumulated deferred investment tax credits - - Total Deferred Credits 1,125 347 282 ACCUMULATED DEFERRED INCOME TAXES - TOTAL LIABILITIES AND PROPRIETARY CAPITAL 68,728 42,634 5
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL , INC. For the Year Ended December 31, 1994 SCHEDULE II - COMPANY PROPERTY START OF YEAR END OF YEAR BALANCE RETIRED OR OTHER CHANGES BALANCE DESCRIPTION ADDITION SOLD COMPANY PROPERTY - ------------------------------------------------------------------------------------------------------------------------ Account 301 ORGANIZATION - - - - - 303 MISCELLANEOUS INTANGIBLE PLANT 1,568 - - - 1,568 304 LAND AND LAND RIGHTS 210 - - - 210 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 1/ 596 659 328 (118) 809 307 EQUIPMENT 1/ , 2/ 3,176 910 4 - 4,082 308 OFFICE FURNITURE AND EQUIPMENT 1/ 938 1,154 115 - 1,977 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 120 88 57 - 151 310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - - 311 OTHER COMPANY PROPERTY 3/ 53 - 53 - - SUB-TOTAL 6,661 2,811 557 (118) 8,797 107 CONSTRUCTION WORK IN PROGRESS - - - - - TOTAL 6,661 2,811 557 (118) 8,797 - -------------------------------------------------------------------------------------------------------------------------
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: Purchase of computer hardware: $ 910 Purchase of office furniture: 1,154 Lease of Additional Space: 659 6 SCHEDULE II CONTINUED 2/ SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR: BALANCE AT CLOSE SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR - ----------------------------------------------------------------------------- Computer Software - 1,568 Computer Hardware 910 4,082 3/ DESCRIBE OTHER COMPANY PROPERTY: Reproduction equipment 4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS: Not Applicable 7
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL , INC. For the Year Ended December 31, 1994 SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY CHARGED TO OTHER CHANGES START OF YEAR ACCOUNT 403 ADD (DEDUCT) END OF YEAR BALANCE /2 RETIREMENTS BALANCE DESCRIPTION COMPANY PROPERTY Account 301 ORGANIZATION - - - - - 303 MISCELLANEOUS INTANGIBLE PLANT 841 253 - - 1,094 304 LAND AND LAND RIGHTS - - - - - 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 299 130 327 - 102 307 EQUIPMENT 1,279 745 - - 2,024 308 OFFICE FURNITURE AND FIXTURES 446 123 90 - 479 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 83 33 58 - 58 310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - - 311 OTHER COMPANY PROPERTY 52 - 52 - - TOTAL 3,000 1,284 527 - 3,757 - ---------------------------------------------------------------------------------------------------------------------------------
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: 2/ Amortization expense of $45, included on Schedule XV is related to product development and is charged to development expenditures (Account 188) rather than accumulated depreciation. 8 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE IV - INVESTMENTS INSTRUCTIONS: Complete the following schedule concerning investments. Under account 124, "Other Investments", state each investment separately, with description, including the name of issuing company, number of shares or principal amount, ect. BALANCE AT BEGINNING OF BALANCE AT YEAR CLOSE OF YEAR - ------------------------------------------------------------------------------- DESCRIPTION ACCOUNT 124 - OTHER INVESTMENT NOT APPLICABLE - - TOTAL - - 9 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES INSTRUCTIONS: Complete the following schedule listing accounts receivable from each associate company. Where the company has provided accommodation or convenience payments for associate companies, a separate listing of total payments for each associate by subaccount should be provided. BALANCE AT BEGINNING OF BALANCE AT DESCRIPTION YEAR CLOSE OF YEAR ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES: Joint Venture 11 - Alabama Power Co. - 101 Georgia Power Co. - 160 Gulf Power Co. - - Mississippi Power Co. - - Southern Company Services 109 1,084 Provision for Income Tax - The Southern Company 1,197 - Southern Nuclear Operating Company 3 4 Southern Electric Wholesale Generators, Inc. 194 10 Southern Electric International Birchwood, Inc. 7,064 805 Southern Electric International Holdings, Inc. 2,517 78 Southern Electric Holdings III, Inc. 2,975 1,935 Hidroelectric Alicura, S.A. 584 105 Mobile Energy Services Company (MESCO) - 11,249 Southern Electric International Birchwood Dev. - 16 Edelnor - 882 Southern Electric Holdings, IX - 5,440 Birchwood Power Partners - 738 Southern Electric Holdings X - 6 Southern Electric Holdings VIII - 11 Electrica SEI Chile Limitada - 590 Inversiones SEI Chile Limitada - 362 Southern Electric Bahamas, Ltd - 468 Southern Electric Holdings IV - 4 TOTAL 14,654 24,048 ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: TOTAL PAYMENTS Not Applicable - TOTAL PAYMENTS - 10 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL , INC. For the year Ended December 31, 1994 SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS INSTRUCTION: Provide detail of items in this account. Items less than $10,000 may be grouped by class showing the number of items in each class. BALANCE AT BEGINNING OF YEAR BALANCE AT DESCRIPTION CLOSE OF YEAR ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS 1\ 9 78 TOTAL 9 78 1\ Miscellaneous Deferred Debits: $ 78 for Income Tax Advances & Withholdings (Operadora).
11 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XI PROPRIETARY CAPITAL NUMBER OF SHARES PAR OR STATED VALUE ACCOUNT NUMBER CLASS OF STOCK AUTHORIZED PER SHARE OUTSTANDING CLOSE OF PERIOD NO. OF SHARES TOTAL AMOUNT 201 COMMON STOCK ISSUED 1,000 $100 1,000 100 INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature of transactions which give rise to the reported amounts. D E S C R I P T I O N AMOUNT ACCOUNT 211 MISC. PAID IN CAPITAL 92,926 ACCOUNT 215 APPROPRIATED RETAINED EARNINGS TOTAL 92,926
BALANCE AT BEGINNING OF NET INCOME OR BALANCE AT D E S C R I P T I O N YEAR (LOSS) DIVIDENDS PAID CLOSE OF YEAR ACCOUNT 216 UNAPPROPRIATED RETAINED EARNINGS (59,468) (20,847) - (80,315) TOTAL (59,468) (20,847) - (80,315)
12 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XII LONG-TERM DEBT
INSTRUCTIONS: Advances from parent and associate companies should be reported separately for advances on notes, and advances on open accounts. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other Long Term Debt provide the name of creditor company or organization, terms of the obligation, date of maturity,interest rate, and the amount authorized and outstanding.
TERMS OF OBLIG BALANCE AT BALANCE N A M E O F C R E D I T O R CLASS & SERIES DATE OF INTEREST AMOUNT BEGINNING (1) AT CLOSE OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS DEDUCTIONS OF YEAR - ----------------------------------------------------------------------------------------------------------------------------------- ACCOUNT 223 - ADVANCES FROM PARENT AND ASSOCIATE COMPANIES: - 25,109 25,109 - (see explanation 1) ACCOUNT 224 - OTHER LONG -TERM DEBT: Not Applicable TOTAL - 25,109 25,109 - (1) GIVE AN EXPLANATION OF DEDUCTIONS: $25,109 of debt converted to equity.
13 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group. BALANCE AT BALANCE AT BEGINNING CLOSE OF D E S C R I P T I O N OF YEAR YEAR - ------------------------------------------------------------------------------ ACOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES: THE SOUTHERN COMPANY - - TOTAL - - ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES : ALABAMA POWER COMPANY 214 35 GEORGIA POWER COMPANY 202 511 GULF POWER COMPANY 11 - MISSISSIPPI POWER COMPANY 19 6 SOUTHERN COMPANY SERVICES 2,051 1,690 SOUTHERN ELECTRIC WHOLESALE GENERATORS 2,035 - SOUTHERN ELEC INT'L. HAWAIIAN COGENERATORS 1,346 347 HIDROELECTRIC ALICURA, S.A. - 173 BIRCHWOOD POWER PARTNERS - 1,748 BEMBERG 188 - ELECTRICIDAD - 5 TOTAL 6,066 4,515 ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES: Accrued Pensions 1,461 3,366 Scott Credit Union W/H - 17 Alabama Credit Union W/H - 2 Employee Flex Care 15 6 Accrued Post Retirement Medical 1,442 3,884 Accrued Bonuses - Home Office 1,766 2,420 Accrued Bonuses - Plant 184 144 Accrued Incentive Payable 128 486 Employee Group Insurance Premiums Withheld 10 9 Billing in Excess of Cost on Uncompleted Contracts 1,764 23,185 Vacation Clearing Prior Year 761 917 Loss Provision 10,704 747 ESP and ESOP - 3 Turnover Tax Payable 2 - VAT "Debit" 22 - MESCO Insurance / Union Dues - 8 Miscellaneous 3 4 TOTAL 18,262 35,198 14-A ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Southern Electric International, Inc. ("SEI" or the "Company"), a wholly owned subsidiary of The Southern Company ("Southern"), is engaged in the engineering, construction, operation, maintenance, and ownership of cogeneration and independent power facilities as well as marketing to utilities and industrial concerns the technical expertise of the Southern electric system in developing, maintaining, and operating electric power systems. SEI also owns 99% of SEI Operadora del Argentina, S.A., incorporated in 1993 for the purpose of providing operational and maintenance services to Hidroelectrica Alicura, S.A. Basis of Consolidation and Presentation All material intercompany items have been eliminated in consolidation. Statement of Cash Flows For purposes of the statements of cash flows, temporary investments (securities with maturities of 90 days or less) are considered cash equivalents. Cash paid for interest during the years ended December 31, 1994 and 1993 was approximately $500 and $51,000, respectively, and is net of amounts capitalized. Cash refunded for income taxes during 1994 and 1993 was approximately $11,800,000 and $6,500,000, respectively. Revenue Recognition Revenues from engineering and other service contracts and agreements are recognized using the percentage-of-completion method. The extent of progress toward completion is measured by comparing the percentage of costs incurred to date to total estimated costs on each contract. Provisions for estimated losses on uncompleted contracts are charged to income in full when such losses become probable and are reasonably estimable. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the related assets (ranging from 3 years to 12 years). Leasehold improvements are amortized over the shorter of the terms of the respective leases or the useful lives of the improvements. Upon the retirement or sale of assets, the cost of such assets and the related accumulated depreciation are removed from the accounts and the gain or loss, if any, is credited or charged to income. 14-B ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. Income Taxes The Company provides deferred income taxes for all significant income tax temporary differences in accordance with Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109 requires, among other things, the use of an asset and liability method for the recognition of deferred tax liabilities and assets. See Note 4 for additional information about SFAS No. 109. Project Development Costs SEI capitalizes and simultaneously fully reserves for development costs for projects in which a milestone has not yet been achieved but whose likelihood of success is probable. At December 31, 1994 and 1993, SEI had capitalized and fully reserved for approximately $13,000,000 and $6,190,000, respectively, in development costs. Reclassifications Certain 1993 amounts have been reclassified to conform with the 1994 financial statement presentation. 2. PENSION AND OTHER EMPLOYEE COSTS SEI participates in the Pension Plan for Employees of Southern Company Services, Inc., a defined benefit, trusteed, noncontributory plan covering substantially all regular employees. The following table sets forth SEI's portion of the defined benefit plan's funded status as of December 31, 1994 and 1993 (in thousands): 1994 1993 ----- ------ Actuarial present value of benefit obligations: Vested benefits $ (6,103) $(2,415) Nonvested benefits (471) (392) --------- -------- Accumulated benefit obligation (6,574) (2,807) Additional amounts related to projected salary increases (3,665) (2,065) --------- -------- Projected benefit obligation (10,239) (4,872) Less: Fair value of plan assets, primarily equity and fixed income securities 7,053 4,045 Unrecognized net gain (333) (889) Unrecognized net transition obligation 157 170 Unrecognized prior service cost (69) 85 --------- -------- Accrued pension costs recognized in the accompanying balance sheets $ (3,431) $(1,461) ========= ======== The actuarial present value of the projected benefit obligation was determined using a discount rate of 8% for 1994 and 7.5% for 1993 and a rate of increase in future compensation levels of 5.5% for 1994 and 5% for 1993. The expected long-term rate of return on assets was 8.5% for 1994 and 1993. 14-C ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. The net periodic pension cost for 1994 and 1993 included the following components (in thousands): 1994 1993 ------ ------ Service cost--benefits earned $558 $476 Interest cost on projected benefit obligation 395 298 Actual return on plan assets 87 (452) Net amortization and deferrals (382) 234 ---- ---- Net periodic pension cost $658 $556 ==== ==== Postretirement Benefits SEI also provides certain medical care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits when they retire. Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 106 requires that medical care and life insurance benefits for retired employees be accounted for on an accrual basis using a specified actuarial method, benefit/years-of-service. The costs of such benefits recognized by the Company in 1994 and 1993 were approximately $311,000 and $1,163,000, respectively. The 1993 transition obligation, totaling approximately $1,163,000, was accounted for as a one-time charge to earnings and, accordingly, is included as a cumulative effect of change in accounting principle in the accompanying statement of operations for the year ended December 31, 1993. The funded status of the medical and life plans at December 31, 1994 and 1993 was as follows (in thousands):
1994 1993 ---------------- ----------------- Medical Life Medical Life ------- ---- -------- ---- Actuarial present value of benefit obligation: Retirees $ 109 $134 $100 $110 Employees eligible to retire 547 54 21 0 Other 2,410 505 669 263 ----- ---- ---- ---- Accumulated benefit obligation 3,066 693 790 373 Less fair value of plan assets 0 0 0 0 ----- ---- ---- ---- Accrued liability recognized in the balance sheet $3,066 $693 $790 $373 ====== ==== ==== ====
The discount, future compensation, and expected long-term return on assets rates used for pensions above were also used in measuring the postretirement benefit obligation. The weighted average medical care cost trend rate was 10.5% for 1994, decreasing gradually to 6% through the year 2000 and remaining at that level thereafter. An annual increase in the assumed medical care cost trend rate by 1% would increase the accumulated postretirement benefit obligation for the medical portion of the plan as of December 31, 1994 by approximately $613,000 and the aggregate of the service cost and interest cost components of the net retiree medical cost by approximately $80,000. 14-D ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. The components of the plan's net costs are shown below (in thousands):
1994 1993 ----------------- ----------------- Medical Life Medical Life ------- ------ -------- ------ Benefits earned during the year $200 $52 $141 $46 Interest costs on accumulated projected benefit obligation 85 31 63 29 ---- --- ---- --- Net postretirement costs $285 $83 $204 $75 ==== === ==== ===
3. OPERATING LEASES SEI has entered into noncancelable operating leases for office space. The expenses under these leases were approximately $804,299 in 1994 and $778,000 in 1993. These leases contain certain concessions and escalation's; therefore, rent expense is recognized on a straight-line basis over the lease terms. The future rental obligations for the remaining lease terms are as follows (in thousands): 1995 $ 945,603 1996 976,024 1997 1,006,455 1998 1,036,875 1999 and thereafter 2,071,222 ----------- Total minimum lease commitments $6,036,179 ========== 4. INCOME TAXES Effective January 1, 1993, SEI adopted SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use of an asset and liability approach for financial accounting and reporting for income taxes. The adoption of SFAS No. 109 resulted in cumulative adjustments that had no material effect on 1993 consolidated net income. A detail of the benefit for income taxes is set forth below (in thousands): 1994 1993 ------ ------ Current benefit $ 7,654 $6,234 Deferred benefit 3,163 2,212 ------- ------ $10,817 $8,446 ======= ====== 14-E ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective bases, which give rise to deferred tax assets and liabilities, are as follows:
1994 1993 -------------------------- --------------------------- Deferred Deferred Deferred Deferred Tax Tax Tax Tax Assets Liabilities Assets Liabilities ---------- ----------- -------- ----------- Accelerated depreciation $ 0 $ 117 $ 0 $ 111 Costs in excess of billings for contracts 0 133 0 2,166 Billings in excess of costs for contracts 1,069 0 915 0 Contract loss provisions 1,342 0 7,563 0 Deferred bidding expenses 7,653 0 1,684 0 Other 4,463 807 4,127 563 Deferred tax asset valuation allowance (107) 0 (305) 0 ------- ------ ------- ------ Total 14,420 1,057 13,984 2,840 Less current portion 5,782 218 4,320 2,166 ------- ------ ------- ------ Total noncurrent $ 8,638 $ 839 $ 9,664 $ 674 ======= ====== ======= ======
A reconciliation of the statutory federal tax rate to the effective federal tax rate is as follows: 1994 1993 ---- ---- Effective tax rate 35% 37% Other, net 0 (2) --- --- Statutory federal tax rate 35% 35% === === SEI and the other subsidiaries of Southern file a consolidated federal tax return. Under a joint consolidated income tax agreement, each company's current and deferred tax expense is computed on a stand-alone basis. Under this agreement, SEI received tax refunds of approximately $11,800,000 and $6,500,000 during 1994 and 1993, respectively. 5. REVENUES FROM MAJOR CUSTOMERS During the year ended December 31, 1994, revenues generated from contracts with affiliates accounted for approximately 85% of revenue earned. During the year ended December 31, 1993, revenues generated from one contract accounted for approximately 21% of revenue earned. 6. RELATED-PARTY TRANSACTIONS Additional Equity Contributions Effective May 26, 1994, Southern converted $25,100,000 in principal amount of notes payable to Southern to equity. This amount has been recorded as an increase in additional paid-in capital in the accompanying balance sheet at December 31, 1994. Effective December 31, 1993, Southern converted $6,941,000 in principal amount of notes payable to Southern to equity. This amount has been recorded as an increase in additional paid-in capital in the accompanying balance sheet at December 31, 1993. 14-F ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. Notes Payable In certain instances, Southern acts as surety, guarantor, or indemnifier of SEIs performance of its contractual obligations. Southern's board of directors and the Securities and Exchange Commission have authorized up to $300,000,000 of such commitments by Southern. Current utilization under this authority is approximately $202,500,000 and $2,500,000 as of December 31, 1994 and 1993, respectively. Related-Party Services SEI has agreements with Southern Company Services, Inc. and each of the system operating companies under which those companies provide the following services to SEI at cost: general engineering, design engineering, accounting and statistical budgeting, business promotion and public relations, systems and procedures, training, and administrative and financial services. In addition to these services, certain facilities of the system companies are made available to SEI and its customers. SEI reimburses the service company and the various operating companies at cost for these services. Such costs amounted to approximately $15,066,695 and $21,258,000 in 1994 and 1993, respectively. 7. WOOD GASIFICATION PROJECT During 1991, SEI recorded a loss provision of approximately $20,903,000 related to its wood gasification project with a paper company in Macon, Georgia. The provision included asset write-offs and an estimate of future costs to terminate the project. Subsequent to 1991, the loss provision was reduced as termination costs were incurred and when SEI reached an agreement to terminate the project and remove its leased equipment from the paper plant in exchange for a $2,000,000 payment. On March 31, 1994, SEI purchased the equipment from the lessor for $7,444,000. As a result of the sale, the reserve for loss on the wood gasification project was reduced by approximately $7,906,000 during 1994. The majority of the remaining equipment is expected to be sold during 1995. 8. CONTINGENCIES Litigation With Former President In October 1991, a former SEI president filed suit in the Superior Court of DeKalb County (Georgia) against Southern, SEI, and an executive vice president of Southern. The plaintiff alleged defamation, breach of contract, and intentional infliction of emotional distress arising from his termination as president of SEI. Judgment in favor of the plaintiff was awarded by the court during 1994 in the amount of $2,700,000 plus legal costs of approximately $2,000,000. As of December 31, 1994, SEI has filed an insurance claim for an amount equal to the total judgment. In the opinion of management, any portion of the judgment ultimately deemed uninsurable will not have a material adverse impact on the results of operations or financial position of the Company. Other Matters The Company is subject to other legal actions and claims arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse impact on the results of operations or financial position of the Company 14-G ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. 9. DISCONTINUED OPERATIONS Wholesale Generators On January 18, 1993, the board of directors of SEI adopted a plan to dispose of the exempt wholesale generator (EWG) operations of SEI which consisted of investments in Hawaiian Cogenerators, Inc., SEI Birchwood, Inc., and Birchwood Development Corp. Effective February 5, 1993, SEI transferred the net assets of the EWG operation to Southern in the form of a tax-free dividend. Southern subsequently transferred these assets to its wholly owned subsidiary, Southern Electric Wholesale Generators, Inc., in the form of a tax-free dividend. The net liabilities of the EWG operations were $1,244,000 at February 5, 1993. The disposal of the EWG operations has been accounted for as a discontinued operation. Accordingly, its operating results are segregated and reported as discontinued operations in the accompanying statements of operations. Prior year financial statements have been reclassified to conform to the current year presentation. Consulting Services During 1993, SEI adopted a plan to dispose of certain noncore consulting operations of the Company. The net assets of these operations are to be transferred to Southern during 1995 in the form of a tax-free dividend and, in turn, transferred to a separate wholly owned subsidiary of Southern. As such, the results of operations and net assets (liabilities) attributable to these consulting services are presented as discontinued operations in the accompanying statements of operations and balance sheets, respectively. 15 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XV STATEMENT OF INCOME CURRENT PRIOR ACCOUNT D E S C R I P T I O N YEAR YEAR - ------------------------------------------------------------------------------ INCOME 457 Charges rendered to associate companies 134 - 458 Services rendered to non-associate companies 105,517 30,387 421 Miscellaneous income or loss 590 271 Total Income 106,241 30,658 EXPENSES 920 Salaries and wages 12,855 11,159 921 Office supplies and expenses 5,514 5,238 922 Administrative expense transferred - credit (4,092) (1,760) 923 Outside services employed 113,670 31,709 924 Property insurance 425 222 925 Injuries and damages 148 110 926 Employee pensions and benefits 4,145 4,592 928 Disposition of intellectual property - - 930.1 General advertising expense 33 101 930.2 Miscellaneous general expenses 622 3,557 931 Rents 1,573 998 932 Maintenance of structures and equipment 311 46 403 Depreciation and amortization expense 1,332 1,276 408 Taxes other than income taxes 1,355 1,033 409 Income taxes (8,560) (8,071) 410 Provision for deferred income taxes (922) (49) 411 Provision for deferred income taxes - credit (1,568) (2,163) 411.5 Investment tax credit - - Foreign taxes 169 111 426.1 Donations 77 4 426.5 Other deductions 1 2 427 Interest on long-term debt - 11 430 Interest on debt to associate companies - - 431 Other interest expense - - Total Expense 127,088 48,126 Net Income or (Loss) (20,847) (17,468) INSTRUCTION: Provide a schedule briefly describing types of intercompany transactions. TRANSACTIONS WITH ASSOCIATE COMPANIES SEI has agreements with Southern Company Services, Inc. and each of the system operating companies under which those companies provide the following services to SEI at cost: general engineering, design engineering, accounting and statistical, rates, budgeting, business promotion and public relations, systems and procedures, training, administrative, and financial services. In addition to these services, certain facilities of the system companies are made available to SEI and its customers. The service company and operating companies provide technical direction and management of the services provided to SEI and its customers. SEI reimburses the service company and operating companies at cost for these services. 16 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 ANALYSIS OF BILLINGS CHARGES FOR INTELLECTUAL PROPERTY TO ASSOCIATE COMPANIES ACCOUNT 457 TOTAL NAME OF ASSOCIATE COMPANY AMOUNT BILLED Georgia Power Company 65 Alabama Power Company 46 Mississippi Power Compay 13 Gulf Power Company 5 Savannah Electric & Power Company 5 TOTAL 134 17
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 ANALYSIS OF BILLING NON-ASSOCIATE COMPANIES ACCOUNT 458 DESCRIPTION TOTAL COST EXCESS OR DEFICIENCY TOTAL AMOUNT BILLED Consulting & Engineering 9,727 (3,830) 5,897 Information Systems 1,676 - 1,676 Nuclear (1) (196) (197) Franchises & Other 2,882 - 2,882 Operations 9,166 435 9,601 Project Management 401 1,299 1,700 Construction 79,272 395 79,667 Pooled Inventory Management (PEICO) 3,085 - 3,085 Good Cents 1,206 - 1,206 TOTAL 107,414 (1,897) 105,517
INSTRUCTION: Provide a brief description of the sales and services rendered by category in accordance with your sales and service contracts and list the amounts applicable per category. 18
ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION D E S C R I P T I O N O F I T E M S TOTAL D E P A R T M E N T O R S E R V I C E F U N C T I O N AMOUNT OVERHEAD SEI Operadora Enterprises - ----------------------------------------------------------------------------------------------------------------------------------- 920 SALARIES AND WAGES 12,855 11,956 - 899 921 OFFICE SUPPLIES AND EXPENSES 5,514 5,094 - 420 922 ADMIN EXP TRANSFERRED - CREDIT (4,092) (4,092) - - 923 OUTSIDE SERVICES EMPLOYED 113,670 102,802 564 10,304 924 PROPERTY INSURANCE 425 425 - - 925 INJURIES AND DAMAGES 148 141 - 7 926 EMPLOYEE PENSIONS AND BENEFITS 4,145 3,950 - 195 928 DISPOSITION OF INTELLECTUAL PROP - - - - 930.1 GENERAL ADVERTISING EXPENSE 33 19 - 14 930.2 MISCELLANEOUS GENERAL EXPENSE 622 306 - 316 931 RENTS 1,573 1,411 - 162 932 MAINTENANCE OF STRUCTURES & EQUIP 311 263 - 48 403 DEPRECIATION & AMORTIZATION EXP 1,332 1,250 - 82 408 TAXES OTHER THAN INCOME TAX 1,355 1,287 - 68 409 INCOME TAXES (8,560) (7,654) - (906) 410 PROVISION FOR DEFERRED INCOME TAX (922) (766) - (156) 411 PROV DEFERRED INCOME TAX - CREDIT (1,568) (2,397) - 829 FOREIGN TAXES 169 55 114 - 411.5 INVESTMENT TAX CREDIT - - - - 426.1 DONATIONS 77 77 - - 426.5 OTHER DEDUCTIONS 1 1 - - 427 INTEREST ON LONG TERM DEBT - - - - 430 INTEREST ON DEBT TO ASSOCIATE CO. - - - - 431 OTHER INTEREST EXPENSE - - - - INSTRUCTION: Indicate each department or service function.(See instruction 01-3 Gen'l Structure of Acc'ting Structure System: Uniform System Account. TOTAL EXPENSES 127,088 114,128 678 12,282
19 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31, 1994 SCHEDULE XVII SCHEDULES OF EXPENSE DISTRIBUTION BY DEPARTMENT OR FUNCTION ACCOUNT NUMBER D E P A R T M E N T O R F U N C T I O N 920 Not needed 921 922 923 924 925 926 928 930.1 930.2 931 932 403 408 409 410 411 411.5 426.1 426.5 427 430 431 20 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920 SALARY NUMBER NAME OF DEPARTMENT OR SERVICE FUNCTION EXPENSE PERSONNEL Indicate each department or service function. TOTAL AMOUNT END OFYEAR SOUTHERN ELECTRIC INTERNATIONAL 11,956 348 SOUTHERN DEVELOPMENT & INVESTMENT GROUP 899 16 TOTAL 12,855 364 21 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 DISPOSITION OF INTELLECTUAL PROPERTY ACCOUNT 928 INSTRUCTIONS: Provide a listing of the amount included in Account 928, "Disposition of Intellectual Property", classifying such expenses by associate company receiving compensation for Disposition of Intellectual Property. A S S O C I A T E C O M P A N Y AMOUNT Not Applicable TOTAL - 22 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 MISCELLANEOUS GENERAL EXPENSES ACCOUNT 930.2 INSTRUCTIONS: Provide a listing of the amount in Account 930.2, "Miscellaneous General Expenses", classifying such expenses according to their nature. Payments and expenses permitted by Section 321 (b) (2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C.S. 441 (b)(2) shall be separately classified. D E S C R I P T I O N AMOUNT Dues and Memberships 105 Miscellaneous General Expense 366 Bad Debt Expense 151 TOTAL 622 23 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 TAXES OTHER THAN INCOME TAXES ACCOUNT 408 INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U.S. Government taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts thereof. Provide a subtotal for each class of tax. K I N D O F T A X AMOUNT Other than U.S. Government: State Unemployment 60 Real Estate and Personal Property 68 Other State and Local Taxes and Licenses 36 Sales Tax 157 Mexico Expatriate Income Tax - Employer 9 Mexico Local Payroll Tax - Employer 1 Mexico Expatriate Social Security Tax - Employer 2 Australia Expatriate Income tax - Employer (8) Puerto Rico Income Tax - Employee Differential 14 Austria Income Tax - Employee Differential 54 Use Tax 3 Expatriate Taxes 32 Subtotal 428 U. S. Government: FICA - Employers Portion 912 FUTA 15 Subtotal 927 TOTAL 1,355 24 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 DONATIONS ACCOUNT 426.1 INSTRUCTIONS: Provide a listing of the amount included in Account 426.1 "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items less than $3,000 may be shown in lieu of details.
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT 16 Items (Less than $3,000 each) Employer Gift Matching Contributions 7 Institute of the Americas Pledge to Energy Conference /Project 50 Institute for Eastwest Studies Underwriter's contribution to purchase a table at the IEWS Award Dinner 15 Forrestal Coalition Contribution to establish appropriate federal agency and Forrestal Corporation 5 TOTAL 77
25 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 OTHER DEDUCTIONS ACCOUNT 426.5 INSTRUCTIONS: Provide a listing of the amount included in Account 426.5 "Other Deductions", classifying such expenses according to their nature. AMOUNT D E S C R I P T I O N NAME OF PAYEE BILLED State & Local - Penalties/Fines State of Hawaii 1 TOTAL 1 26 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 SCHEDULE XVIII NOTES TO STATEMENT OF INCOME INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increase in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. NOT APPLICABLE 27 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. FOR THE YEAR ENDED DECEMBER 31, 1994 SCHEDULE XIX - FINANCIAL DATA SCHEDULE ($ in Thousands) If, at this time an annual report on this form is filed, the registrant is required to submit this report and any amendments thereto electronically via EDGAR, the registrant shall furnish a Financial Data Schedule. The Schedule shall set forth the financial and other data specified below that are applicable to the registrant on a consolidated basis.
Item No. Caption Heading 1. Net Service Company Property 5,040 2. Total Investments 0 3. Total Current and Accrued Assets 49,517 4. Total Deferred Debits 14,171 5. Balancing Amount For Total Assets and Other Debits 0 6. Total Assets and Other Debits 68,728 7. Total Proprietary Capital 12,711 8. Total Long-Term Debt 0 9. Notes Payable 0 10. Notes Payable to Associate Companies 0 11. Balancing Amount For Total Current and Accrued Liabilities 54,892 12. Total Deferred Credits 1,125 13. Accumulated Deferred Income Taxes 0 14. Total Liabilities and Proprietary Capital 68,728 15. Services Rendered to Associate Companies 134 16. Services Rendered to Nonassociate Companies 105,517 17. Miscellaneous Income or Loss 590 18. Total Income 106,241 19. Salaries and Wages 12,855 20. Employee Pensions and Benefits 4,145 21. Balancing Amount For Total Expenses 110,088 22. Total Expenses 127,088 23. Net Income (Loss) (20,847) 24. Total Expenses (Direct Costs) 0 25. Total Expenses (Indirect Costs) 0 26. Total Expenses (Total) 0 27. Number Of Personnel End Of Year 364
28 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. For the Year Ended December 31,1994 SCHEDULE XX OUTSIDE SERVICES EMPLOYED 923 INSTRUCTIONS: Provided below is a break down of outside services employed. 1994 1993 ---- ---- Legal Fees 6,196 3,241 Accounting and Audit Fees 156 309 Alabama Power Company 452 1,010 Georgia Power Company 2,945 3,896 Gulf Power Company 13 21 Mississippi Power Company 78 114 Southern Company Services 18,613 16,217 Savannah Electric Company - - Other Outside Companies 1\ 85,159 6,607 Joint Venture SEI/Daniel 58 294 113,670 31,709 1\ Detail of Other Ouside Companies for 1994 is as follows: Engineering 566 Computer consulting 225 Temporary office services 288 Consulting (non financial) 6,659 Construction subcontractors (Birchwood) 70,576 Other plant operations 1,579 Financial consulting 879 Operadora expenses 564 Other 3,823 ------- 85,159 29 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. ORGANIZATION CHART OF SOUTHERN ELECTRIC INTERNATIONAL, INC. Tom Boren President and CEO | | | - ----------------------------------------------------------------------------- | | | | | | | | | | | | | | | | Ray Hill Sam Shepard Bill Maner Tommy Chisholm Senior Vice President Vice President Vice President Vice President and Chief Financial Construction and and Corporate Secretary Officer Assistant Secretary Tom Boren President and CEO | | | - ------------------------------------------------------------------------------- | | | | | | | | | | | | | | | | Rick Pershing Ron Leggett Karl Olsoni Marce Fuller Vice President Vice President Treasurer and Vice President International and O&M and Director Corporate Domestic Assistant Secretary Engineering Finance Tom Boren President and CEO | | | - ------------------------------------------------------------------------------- | | | | | | | | | | | | | | | | Bob Dawson Bill Holden Chuck Whitney James Ward Vice President Vice President Vice President Controller Latin America & Asia & Pacific Caribbean Rim Europe 30 ANNUAL REPORT OF SOUTHERN ELECTRIC INTERNATIONAL, INC. ORGANIZATION CHART OF SEI OPERADORA DE ARGENTINA, S.A. Ron Leggett President of the Board | | | Mariano Grondona Secretary of the Board 31 ANNUAL REPORT OF SOUTHERN DEVELOPMENT & INVESTMENT GROUP ORGANIZATION CHART ROBERT E. JONES PRESIDENT | | | - ------------------------------------------------------------------------------- | | | | | | | | | | | | | | | RON MITCHELL ARTHUR SKINNER LAURA SEAL ROBERT DUVALL MIKE RUCKER DIRECTOR DIRECTOR FRANCHISE PROGRAM MANAGER DIRECTOR INFORMATION SERVICES DIVISION ADMINISTRATOR GOOD CENTS MARKETING SERVICES EX-99 3 EXHIBIT B-16 Exhibit B-16 February 20, 1995 SOUTHERN COMPANY SERVICES, INC. BY-LAWS ARTICLE I LOCATION OF PRINCIPAL OFFICE OF THE CORPORATION Section 1. The principal office of the corporation shall be located at Birmingham, Jefferson County, Alabama; but the corporation may also have offices in other counties, cities, and towns in the State of Alabama and in such other places beyond the State of Alabama as the board of directors may from time to time appoint or the business of the corporation may require. ARTICLE II SHAREHOLDERS' MEETINGS PLACE OF MEETING Section 1. All meetings of the shareholders shall be held at the principal office of the corporation, except such meetings as the board of directors or the holders of not less than one- tenth of all shares entitled to vote thereat shall expressly determine shall be held elsewhere, in which case meetings may be held upon notice as hereinafter provided at such other places within or without the State of Alabama as may thus be fixed. ANNUAL MEETING Section 2. The annual meeting of the shareholders shall be held on the first Monday in the month of May in each year if not a legal holiday, and if a legal holiday then on the first subsequent day which is not a legal holiday, when the shareholders entitled to vote shall elect by ballot a board of directors to serve until the next annual meeting of shareholders, subject to the provisions of Section 2 of Article III hereof, and may transact such other business as may be brought before the meeting upon such notice as may be required by statute or by these by-laws; provided, however, that the holder of all the issued and outstanding capital stock of the corporation may fix another day for such annual meeting of shareholders in any particular year by delivering to the secretary of the corporation prior to the day for the holding of such meeting as hereinabove provided, a statement signed by such holder setting forth the date fixed by it pursuant hereto on which such annual meeting shall be held. 2. SPECIAL MEETINGS Section 3. Special meetings of the shareholders may be called at any time by the chairman of the executive committee or by the chairman of the board or by a vice-chairman of the board or by the president or by the board of directors or by the executive committee or by the holders of not less than one-tenth of all the shares entitled to vote thereat. No business may be transacted at any such special meeting except that referred to in the notice, or in a supplemental notice also given in compliance with the provisions hereof, and except such business as may be germane or supplemental to that stated in such notice or notices. NOTICE OF MEETINGS Section 4. Written notice of the place, day and hour of holding all meetings shall, unless waived, be mailed or delivered personally to each shareholder entitled to vote, at least ten but not more than fifty days prior to the meeting, at his address as it appears on the stock transfer books of the corporation, unless by statute other or further notice is required, and in this event the required statutory notice shall be given; and, in the case of special meetings, or meetings required by statute to be held for any special purpose, or annual meetings at which special action is to be taken, the purpose thereof shall be stated in the notice. The president, the board of directors, or other office or persons calling the shareholders' meeting shall determine the actual date, time and manner of delivery of the prescribed notice. VOTING Section 5. At each meeting of the shareholders each holder of capital stock of record on the date of mailing of notice calling such meeting or upon such other record date not more than fifty days and not less than ten days prior to the date of the meeting as shall have been fixed by these by-laws or by resolution of the board of directors, shall be entitled to one vote for each share of capital stock standing in his name on the books of the corporation. Any shareholder may vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder or by his duly authorized attorney-in-fact. The proxy holder need not be a shareholder. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Upon the demand of any shareholder, the vote upon any question before the meeting shall be by ballot. All questions shall be decided by plurality vote, except as otherwise provided by law, by the certificate of incorporation or by these by-laws. QUORUM 3. Section 6. The holders of a majority of all shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by law, by the certificate of incorporation, or by these by-laws. If, however, a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present or represented. At such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meting as originally notified. Every meeting of the shareholders may be adjourned from time to time until its business is completed, and except as provided herein or by applicable law, no notice need be given of such adjourned meeting. WAIVER OF NOTICE Section 7. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether given before or after the time stated therein, shall be equivalent to the giving of such notice. ACTION WITHOUT A SHAREHOLDERS' MEETING Section 8. Any action required or permitted to be taken at any annual or special meeting of the corporation's shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all shares entitled to vote with respect to the subject matter thereof. ARTICLE III DIRECTORS NUMBER AND TERM OF OFFICE Section 1. The property and business of the corporation shall be managed by its board of directors consisting of not less than three nor more than eleven directors, who shall have such stock ownership, if any, as may be necessary for qualification as such in accordance with the provisions of the laws of Alabama then applicable. The number of directors of the corporation may be increased or decreased from time to time by amendment of these by-laws in the manner provided by law; provided, however, that no 4. decrease shall have the effect of shortening the term of any incumbent director. Section 2. The directors shall be elected at the annual meeting of the shareholders, and each director shall be elected to hold office until the next annual meeting of shareholders; provided that in the event of failure to hold such meeting or to hold such election at such meeting, such election may be held at any special meeting of the shareholders called for that purpose and the directors then in office shall continue in office until their successors shall have been duly elected and qualified. if the shareholders at such annual meeting or at any special meeting called for the election of directors shall not elect the full board of directors at such election, the directors elected may, subject to the provisions of Section 3 of this Article III, elect the remaining directors in the manner provided therein for the filling of vacancies. Any director of this corporation may resign at any time by giving written notice to the present or the secretary of the corporation. Such resignation shall take effect at the time specified therein; and, unless otherwise provided therein, the acceptance of such resignation shall not be necessary to make it effective. VACANCIES Section 3. In case of any vacancies in the board of directors through any cause other than from an increase in the number of directors, the remaining directors, even though less than a quorum, by a majority vote thereof, may elect a successor or successors, and the director or directors so elected shall hold office for the unexpired term in respect of which such vacancy occurred. COMPENSATION Section 4. Directors, as such, shall not receive any stated salary for such services, but may be repaid traveling and subsistence expenses if any, incurred in attending any meeting, and if not paid regular compensation by an affiliated company may receive a fee to be fixed by the board from time to time for attendance at each regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. REMOVAL Section 5. Any director of this corporation may be removed by the affirmative vote or written direction, approval, or consent of the holders of all the issued and outstanding capital stock of the corporation. 5. ARTICLE IV BOARD OF DIRECTORS MEETINGS OF THE BOARD OF DIRECTORS Section 1. The directors may hold their meetings and have one or more offices, and may keep the books of the corporation within or without the State of Alabama at such place or places as they may from time to time determine, except such books and records as are required by law to be kept in the State of Alabama. REGULAR MEETINGS Section 2. Regular meetings of the board may be held without notice at such time and place as may from time to time be determined by the board. SPECIAL MEETINGS Section 3. Special meetings of the board shall be held whenever called by direction of the chairman of the executive committee or of the chairman of the board or of a vice-chairman of the board or of the president or of one-third of the directors for the time being in office. The secretary shall give notice of special meetings either (a) by mailing at least two days before the meeting, or (b) by delivery or personal communication, either over the telephone or otherwise, one day before the meeting, to each director. TELEPHONIC MEETINGS Section 4. Members of the board of directors or of any committee designated thereby may participate in any meeting of the board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. QUORUM Section 5. At all meetings of the board one-third of the total number of directors, but not less than two directors, shall be necessary to constitute a quorum for the transaction of business and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation or by 6. these by-laws. If at any meeting of the board there shall be less than a quorum present a majority of those directors present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at such meeting which shall be so adjourned. GENERAL POWERS Section 6. In addition to the powers and authority by these by-laws expressly conferred on them, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation of the corporation or by these by-laws directed or required by be exercised or done by the shareholders. SPECIAL POWERS Section 7. Without prejudice to the general powers conferred by preceding Section 6, the board of directors shall in addition thereto have the following special powers: (a) From time to time to make and change rules and regulations, not inconsistent with these by-laws for the management of the property and business of the corporation; (b) To purchase or otherwise acquire for the corporation any property, rights, or privileges which the corporation is authorized to acquire, at such prices or consideration and generally on such terms and conditions as they think fit; and at their discretion to pay for the same either wholly or partly in money, stock, or other securities or property of the corporation; (c) To sell, exchange, or otherwise dispose of any property of the corporation less than all, for such price or consideration, and generally on such terms and conditions as they think fit; and at their discretion to accept in whole in partial payment therefor, money, stock, or other securities or properties; provided, however, that a sale, lease, mortgage, pledge, exchange, or other disposition of all or substantially all of the property and assets, with or without the good will of the corporation, not made in the usual and regular course of business shall be upon such terms and conditions and for such consideration as may be authorized in the manner prescribed by applicable law, as the same may be amended or 7. altered from time to time; 8. (d) To appoint and at their discretion to remove or suspend such subordinate officers, agents or employees, permanently or temporarily, as they think fit and to determine their duties and fix and from time to time change their salaries or employments, and to require bonds in such instances and in such amounts and with such sureties as they think fit; (e) To appoint any person or corporation to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested, or for any other purpose, and to execute all such deeds and instruments and perform such acts as may be requisite in relation to any such trust; (f) To determine who shall be authorized on behalf of the corporation so sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents; (g) To authorize the execution and delivery of notes and other evidences of indebtedness of the corporation for money borrowed or other indebtedness incurred by the corporation; and to authorize the execution, certification, delivery, and sale of the mortgage bonds of the corporation, from time to time upon such terms and conditions as the board may approve; (h) To delegate any of the powers of the board in the course of the current business of the corporation, to any standing or special committee or to appoint any person to be the agent of the corporation with such powers and upon such terms as they think fit. RECORD OF PROCEEDINGS Section 8. The board of directors shall cause a record of their proceedings and all directors' meetings to be properly kept by the secretary of the corporation, or by a secretary pro tempore. The records shall be verified by the signature of the person acting as secretary. BOOKS OF ACCOUNT Section 9. The board of directors shall cause regular and correct books of account to be kept. 9. VOTING Section 10. No member of the board shall bote on a question in which he is interested otherwise than as shareholder, except in the election of the president or other office or employee, or be present at the meeting while the same is being considered, if requested by the chairman of the meeting or the majority of those present to retire; no action, however, shall be taken on the question unless after such retirement there be left a quorum in the meeting. ARTICLE V EXECUTIVE AND OTHER COMMITTEES EXECUTIVE COMMITTEE Section 1. The board of directors may, and upon request by the holder of the outstanding shares of the capital stock of the corporation (herein sometimes referred to as the Shareholder) shall, by resolution passed by a majority of the whole board in office designate not less than two of the directors, including the chairman of the executive committee, to constitute an executive committee, to hold office from their designation until the first meeting of the board of directors following the next annual meeting of shareholders. A majority of the members of the committee shall constitute a quorum and the committee may establish rules of procedure for the conduct of its business. The chairman of the executive committee shall act as chairman. During the intervals between meetings of the board, the executive committee shall have and may exercise all the powers of the board of directors in the management of the property and the business of the corporation, and shall have power to authorize the seal of the corporation to be affixed to all instruments that may require it; and the specific authority in the by-laws for the executive committee to exercise a particular power shall not be construed as a limitation upon the authority of the committee to exercise the powers of the board in all other instances; but the board of directors may from time to time limit the exercise of such powers by the committee. Vacancies in the membership of the committee shall be filled by the board of directors; but the chairman of the executive committee may fill such vacancies pending the action of the board of directors. AUDIT COMMITTEE Section 2. The board of directors may, by resolution adopted by a majority of the whole board in office, designate no fewer than three directors to constitute an audit committee. A majority of the members of the audit committee shall constitute a 10. quorum. The board of directors shall appoint the chairman of the audit committee. The audit committee shall assist the directors in fulfilling their responsibilities for financial reporting, improving and maintaining financial controls, and periodically review the work of the corporation's external and internal auditors, including, but not limited to, the following activities: (a) Recommend annually the selection of independent auditors; (b) Review the scope, timing, and fee of the independent annual audit; (c) Review the results of the independent annual audit, any changes in accounting principles and practices, any significant proposed adjustments, and any unresolved disagreements with management concerning accounting matters; (d) Review the adequacy of the corporation's system of internal controls; (e) Ascertain that the independent auditors' and internal auditors' recommendations to management have been adequately considered and properly implemented; (f) Review and approve the scope of the corporation's annual internal audit plan, as well as the results of the internal audit function; and (g) Review procedures designed to identify any interests of officers or employees which conflict with the interests of the corporation. OTHER STANDING COMMITTEES Section 3. The board of directors may also, by resolution or resolutions adopted by a majority of the whole board in office, designate one or more other standing committees as it deems necessary and desirable. Each such committee shall consist of at least two directors of the corporation and shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation to the extent provided in such resolution or resolutions and these by- laws. The board of directors shall designate the name of and appoint the chairman of each such committee. A majority of the members of each such committee shall constitute a quorum. ELECTION OF COMMITTEE MEMBERS 11. Section 4. The members of the executive committee, the audit committee, and the other standing committees shall be elected at the first meeting of the board of directors following the annual meeting of shareholders or as soon thereafter as is practicable. The members of all such committees shall hold office until the meeting of the board of directors following the next annual meeting of shareholders and until their respective successors are elected. The board of directors shall have the power to fill vacancies in, to change the membership of, and to dissolve any such committee. MEETINGS AND MINUTES Section 5. The executive committee and the other committees shall meet at such time and place as their respective chairman may appoint. Notice of each meeting of the executive committee and the other committees may be given by telephone, telex or telecopy or in writing specifying the place, day, and hour thereof. If given in writing, such notice may be served personally at least one hour before such meeting or as otherwise provided in these by-laws. The executive committee and each of the other standing committees shall maintain regular minutes of their respective proceedings. All actions taken by the executive committee, the audit committee or any of the other standing committees shall be reported to the board of directors at its next succeeding meeting and shall be subject to amendment, revision or alteration by the board of directors; provided, however, that the rights or acts of third parties shall not be affected by such amendment, revision or alteration. The members of all committees shall be entitled to such fees and expenses as may be fixed by the board of directors. ARTICLE VI OFFICERS Section 1. At the first meeting of the board of directors following the election of such board by the shareholders, the board of directors shall elect a president, a secretary, and a treasurer. The board of directors at such meeting or at any other meeting may, and upon request of the Shareholder shall, elect either a chairman of the board or a chairman of the executive committee, or both, and may also elect one or more vice-chairmen of the board, one or more vice presidents, one or more assistant vice-presidents, a comptroller and one or more assistant comptrollers, assistant secretaries and assistant treasurers. Any two or more office may be filled by the same person. The chairman of the executive committee, the chairman of the board, the vice-chairman or vice-chairmen of the board and the president shall be chosen from among the directors but the 12. other offices need not be directors. Section 2. The board of directors may appoint such other subordinate officers and agents as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board of directors or the executive committee or the chairman of the executive committee or the chairman of the board or the president. TERM OF OFFICE Section 3. The officers of the corporation shall hold office from their election, or such subsequent date as may be fixed by the board of directors, until the first meeting of a board of directors following its election by shareholders; provided, however, that in the event of failure to hold an election of officers at such meeting of the board of directors, such election may be held at any regular meeting or any special meeting of the directors called for that purpose and the officers then in office shall continue in office until such election shall have thus been held. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote or written direction, approval or consent of the holders of all the issued and outstanding capital stock of the corporation. All officers, agents and employees other than officers appointed by the board shall hold office at the discretion of the officer appointing them or any senior officer, but shall be subject to the removal by the board of directors, or the executive committee at any time. DUTIES OF OFFICERS MAY BE DELEGATED Section 4. In case of the absence or inability to act of any officer of the corporation and of any officer herein authorized to act in his place, the board of directors or the executive committee or the chairman of the executive committee or the chairman of the board or the president may delegate, from time to time, the powers or duties, or any of them, of such officer to any other officer, or to any director, or other person whom he may select. SALARIES Section 5. The salary of the chairman of the board and the chairman of the executive committee shall be fixed by the Shareholder, the salary of the president shall be fixed by the board of directors, and the salary of all other officers of the corporation shall be fixed by the president. CHAIRMAN OF THE EXECUTIVE COMMITTEE 13. Section 6. The chairman of the executive committee shall be in charge of the formation of the general policies of the corporation. He shall preside at all meetings of shareholders and of the executive committee at which he is present, and shall have and may exercise all powers and duties specified herein or incident to the position of chairman of the executive committee and such other powers and duties as may be assigned to him from time to time by the board of directors or by the executive committee. During any period for which a chairman of the executive committee has not been elected by the board of directors pursuant to Article VII, the powers and duties of the chairman of the executive committee specified herein shall, subject to the board of directors and the executive committee devolve upon and be exercised by the chairman of the board. CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD Section 7. The chairman of the board shall preside at all meetings of the board and shall have and may exercise such other powers and duties as may be specified herein and as may be assigned to him from time to time by the chairman of the executive committee or by the board of directors or by the executive committee. A vice-chairman of the board shall have and may exercise such powers and duties as may be assigned to him from time to time by the chairman of the board or by the chairman of the executive committee or by the board of directors or by the executive committee. PRESIDENT Section 8. The president, subject to the board of directors, the chairman of the board, the executive committee, and the chairman of the executive committee shall be the chief executive officer of the corporation and shall have supervision and charge of the conduct of the affairs of the corporation and shall have and may exercise all other powers and duties incident to the position of president and such other powers and duties as may be assigned to him from time to time by the chairman of the executive committee or by the chairman of the board or by the board of directors or by the executive committee. In the absence or inability to act of the chairman of the board, the president shall have and may exercise the powers and duties of the chairman of the board; subject, however, to the chairman of the executive committee, the board of directors and the executive committee. VICE-PRESIDENT Section 9. A vice-president (any one or more of whom may be designated by a supplementary title at the option of the board of directors) shall perform such of the duties of the president as 14. may be assigned to him from time to time by the board of directors, by the executive committee, by the chairman of the executive committee, by the chairman of the board, by a vice- chairman of the board or by the president. In the absence or inability of the president to act, other than as a consequence of a catastrophe wrought by war affecting the facilities or personnel of the corporation, such vice-president as shall have been designated by the board of directors for the purpose, or in the event of the failure of the board of directors so to designate, then the highest-salaried vice-president who is available, shall have and possess all of the powers and discharge all of the duties of the president, subject, however, to the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, and the vice- chairman or vice-chairmen of the board. In the absence or inability of the president to act as the result of a catastrophe wrought by war affecting the facilities or personnel of the corporation, the powers and duties of the president shall, subject to the control of the board of directors, devolve successively upon such other persons as shall have been designated in a resolution adopted by the board of directors, and in accordance with the order of succession set forth therein. COMPTROLLER Section 10. It shall be the duty of the comptroller to maintain adequate records of all assets, liabilities, and accounting transactions of the corporation; he shall have charge of the installation and supervision of all accounting and statistical records, the preparation of all financial and statistical statements and reports, and the supervision of the accounting methods, systems and forms in use by all departments and shall perform such other duties as may be assigned to him from time to time by the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, a vice-chairman of the board, the president, or a vice-president. SECRETARY Section 11. The secretary shall, unless otherwise directed, attend all sessions of the board and all meetings of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for standing committees when required. He shall give or cause to be given notice of all meetings of the shareholders and of the board of directors, and of standing committees when required, and shall perform the duties usually incident to the office of secretary and such other duties as may be prescribed by the board of directors, the 15. executive committee, the chairman of the executive committee, the chairman of the board, a vice-chairman of the board or the president, under whose supervision he shall act. He shall keep the stock ledger of the corporation at the office of the corporation in the city of Birmingham, Alabama, or at such other place as the board of directors may from time to time determine. He shall keep the seal of the corporation in safe custody,and when authorized, affix the same to any instrument requiring a seal and attest the signature thereof when directed or required to do so. TREASURER Section 12. It shall be the duty of the treasurer to have the care and custody of all the funds and securities of the corporation. He shall be accountable for the receipts and disbursements of the funds of the corporation. He shall endorse checks, drafts, and other instruments for the payment of money for deposit or collection when necessary or proper and shall deposit the same to the credit of the corporation in such depositaries as the board of directors may designate; he shall perform all acts incident to the position of treasurer, and such other duties as may be assigned to him from time to time by the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, a vice-chairman of the board, the president, or a vice-president. He shall, when requested, pursuant to vote of the board of directors, give a bond to the corporation conditioned for the faithful performance of his duties, the expense of which shall be borne by the corporations. ASSISTANT VICE-PRESIDENTS, ASSISTANT COMPTROLLERS, ASSISTANT SECRETARIES, AND ASSISTANT TREASURERS Section 13. The assistant vice-presidents, assistant comptrollers, assistant secretaries, and assistant treasurers shall perform any of or all of the duties of the vice-president, comptroller, secretary, or treasurer, as the case may be, and such other duties as may be assigned to them from time to time. ARTICLE VII VACANCIES Section 1. If the office of any officer or agent elected or appointed by the board of directors becomes vacant for any reason, his successor, who shall hold office for the unexpired term in respect of which such vacancy occurred, may be elected by the board of directors or the executive committee; but the chairman of the executive committee, the chairman of the board, a 16. vice-chairman of the board, or the president may fill any such vacancy pending such action by the board of directors or the executive committee. ARTICLE VIII CERTIFICATES AND TRANSFERS OF STOCK CERTIFICATES OF STOCK Section 1. The certificates of stock of the corporation shall be numbered and shall be entered on the stock certificate books of the corporation as they are issued. They shall exhibit the holder's name and certify the number and class of shares of stock owned by him in the corporation, and shall be signed by the chairman of the board or a vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary and shall bear the corporate seal which may be imprinted thereon. No certificate shall be issued unless the stock represented thereby is fully paid up. ISSUANCE OF STOCK Section 2. Stock of the corporation, of any class, may be issued by the board of directors of the corporation from time to time for such consideration as may be fixed from time to time by the board of directors up to the total number of such shares of stock of the corporation at the time authorized and unissued; provided, however, that shares having a par value shall not be issued for a consideration less than the par value thereof. TRANSFER OF STOCK Section 3. The transfer of all classes of stock shall be made and registered only by the person named in the certificate or by attorney lawfully constituted in writing, upon surrender of such certificate; and the corporation may keep in the hands of an agent or other person designated for that purpose a true statement or book showing who are the holders of the stock of the corporation and all transfers and hypothecations thereof; and the corporation may by its board of directors designate one or more transfer agents and registrars for its stock, who shall perform such duties in connection with the record of the transfer and hypothecation thereof as may be required. REGISTERED SHAREHOLDERS Section 4. The corporation shall be entitled to treat each holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any 17. equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Alabama. No transfer of stock shall be valid as against the corporation or its shareholders for any purpose until it shall have been entered in the stock book as required by these by-laws, by an entry showing from and to whom transferred. ARTICLE IX INSPECTION OF BOOKS Section 1. The board of directors shall determine from time to time whether and if allowed when and under what conditions and regulations the accounts and books of the corporation (except such as may be by statute specifically open to inspection) or any of them shall be open to the inspection of the shareholders or other persons interested therein, and the rights of shareholders and others in this respect are and shall be restricted and limited accordingly. Section 2. The property and funds, books, correspondence and papers of the corporation in the possession or control of any officer or agent thereof, shall at times be subject to the inspection of the board of directors, the executive committee or a committee appointed for the purpose at a general meeting of the holders of the common stock. The minutes, including the resolutions and proceedings of the board, shall be produced when required by a majority of the shareholders at any meeting of shareholders. ARTICLE X SEAL Section 1. The seal of the corporation shall be circular in form and shall have inscribed thereon the name of the corporation and the year of its incorporation, followed by the word "Alabama", and shall have the word "Seal" inscribed in the center thereof. ARTICLE XI FISCAL YEAR Section 1. The fiscal year shall begin with the first day of January in each year, or such other date as may be hereafter approved by the board of directors of the corporation. 18. ARTICLE XII NOTICES NOTICE BY MAIL Section 1. Whenever under the provisions of these by-laws notice is required to be given to any shareholder, officer, or director, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, or to the officer or director at his address on the corporation's records, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be thus mailed. 19. WAIVER Section 2. Whenever any notice is required to be given to any shareholder or director under the provisions of the Constitution of Alabama, or statute, or the certificate of incorporation, or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. UNANIMOUS CONSENT TO ACTION Section 3. Any action which by statute, or the certificate of incorporation, or by-laws of the corporation may be taken by vote at a meeting of the shareholders may be taken without a meeting if a consent and approval in writing, setting forth the action so taken, shall be signed by the holders of all of the issued and outstanding capital stock of the corporation entitled to vote with respect to the subject matter thereof. ARTICLE XIII AMENDMENTS Section 1. The by-laws of the corporation may be altered, amended or repealed by new by-laws adopted at any duly convened meeting of the board of directors, by the vote of a majority of the entire board then in office, except as to any by-law defining a quorum, at shareholders' meetings. Any by-law of the corporation may be altered, amended or repealed at any duly convened meeting of the shareholders by the vote of the holders of the majority of the stock issued and outstanding and entitled to vote at such meeting, in accordance with the provisions of the laws of Alabama, the certificate of incorporation, or other certificate filed pursuant to law, and these by-laws. ARTICLE XIV INDEMNIFICATION AND RELATED MATTERS Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of department managers (but not positions below the level of department managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact 20. that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this Section shall inure to the benefit of the heirs, executors and administrators of such person. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under this Section or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under this Section or otherwise. Without limiting the generality of the foregoing provisions of this Section, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or 21. state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. ARTICLE XV SEVERABILITY AND RULES OF CONSTRUCTION Section 1. If any word, clause or provision of the by-laws or any indemnification made under Article XIV hereof shall for any reason be determined to be invalid, the provisions of the by- laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by- laws, means the masculine and feminine wherever applicable. EX-99 4 EXHIBIT B-31 Exhibit B-31 CERTIFICATE OF INCORPORATION OF SOUTHERN COMMUNICATIONS SERVICES, INC. I. The name of the corporation is SOUTHERN COMMUNICATIONS SERVICES, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized is to directly or indirectly engage in the business of providing communication services; to engage in any form or type of business for any lawful purpose or purposes not specifically prohibited to corporations for profit under the laws of the State of Delaware; and to have all the rights, powers, privileges and immunities which are now or hereafter may be allowed to corporations under the laws of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The Corporation shall have perpetual duration. VI. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. VIII. The name and address of the Incorporator of the Corporation is Alan E. Serby, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. Alan E. Serby, Esquire, Incorporator EX-99 5 EXHIBIT B-32 Exhibit B-32 SOUTHERN COMMUNICATIONS SERVICES, INC. * * * * * B Y- L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be be fixed from time to time by resolution of the board of directors or by the stockholders at the annual meeting, but in no case shall be less than three. The initial board shall consist of eight (8) directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on two days' notice to each director, if by mail, or one day's notice if given by telegram or personal communication by telephone or otherwise; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or personal communication by telephone or otherwise. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1. and 2., or in defense of any claim, issue or matter therein, such individual shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 4. Any indemnification under Sections 1. and 2. (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. and 2. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such individual is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual's official capacity and as to action in another capacity while holding such office. Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this section. Section 8. For purposes of this Article VII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Section 9. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VII. Section 10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the Board of Directors of the Corporation on , 199 . [SEAL] Secretary EX-99 6 EXHIBIT B-41 Exhibit B-41 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS VIII, INC. I. The name of the corporation is SEI HOLDINGS VIII, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name and corresponding mailing address is: James A. Ward c/o Southern Electric International, Inc. 900 Ashwood Parkway Suite 300 Atlanta, Georgia 30338 VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. __________________________________________ Richard A. Hartnig, Esquire, Incorporator -2- [cac] sei\hldgs8\cert.inc -3- EX-99 7 EXHIBIT B-42 Exhibit B-42 SEI HOLDINGS VIII, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, -2- without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than -3- seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the -4- stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. -5- COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. -6- REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. -7- Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -8- THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -9- performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he -10- were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the -11- purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by -12- this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, -13- in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by- laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by- laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. -14- ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. -15- I hereby certify that the foregoing By-Laws were duly adopted by the sole Director of the Corporation on April 15, 1994. [SEAL] Assistant Secretary (cac) SEI\mexico\hldgs8\BYLAWS -16- EX-99 8 EXHIBIT B-43 Exhibit B-43 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS IX, INC. I. The name of the corporation is SEI HOLDINGS IX, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name and corresponding mailing address is: Thomas G. Boren c/o Southern Electric International, Inc. 900 Ashwood Parkway Suite 500 Atlanta, Georgia 30338 VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. __________________________________________ Richard A. Hartnig, Esquire, Incorporator -2- [cac] sei\hldgs9\cert.inc -3- EX-99 9 EXHIBIT B-44 Exhibit B-44 SEI HOLDINGS IX, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, -2- without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than -3- seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the -4- stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. -5- COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. -6- REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. -7- Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -8- THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -9- performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he -10- were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the -11- purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by -12- this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, -13- in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by- laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by- laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. -14- ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. -15- I hereby certify that the foregoing By-Laws were duly adopted by the sole Director of the Corporation on October 14, 1994. [SEAL] Secretary (cac) SEI\trinidad\hldgs9\BYLAWS -16- EX-99 10 EXHIBIT B-45 Exhibit B-45 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS X, INC. I. The name of the corporation is SEI HOLDINGS X, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name and corresponding mailing address is: James A. Ward c/o Southern Electric International, Inc. 900 Ashwood Parkway Suite 300 Atlanta, Georgia 30338 VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. __________________________________________ Richard A. Hartnig, Esquire, Incorporator -2- buchannl\sei\holdx\c ert.inc -3- EX-99 11 EXHIBIT B-46 Exhibit B-46 SEI HOLDINGS X, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, -2- without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than -3- seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the -4- stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. -5- COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. -6- REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. -7- Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -8- THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -9- performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he -10- were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the -11- purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by -12- this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, -13- in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by- laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by- laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. -14- ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. -15- I hereby certify that the foregoing By-Laws were duly adopted by the sole Director of the Corporation on August __, 1994. [SEAL] Secretary (JGS) SEI\holdX\BYLAWS -16- EX-99 12 EXHIBIT B-47 Exhibit B-47 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS XI, INC. I. The name of the corporation is SEI HOLDINGS XI, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized is to engage exclusively in the direct and indirect ownership of the securities, or an interest in the business, of any one or more exempt wholesale generators, foreign utility companies, or "qualifying facilities," as defined under the Public Utility Regulatory Policies Act of 1978, and in activities that are incidental thereto. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name and corresponding mailing address is: James A. Ward c/o Southern Electric International, Inc. 900 Ashwood Parkway Suite 300 Atlanta, Georgia 30338 VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Richard A. Hartnig, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. __________________________________________ Richard A. Hartnig, Esquire, Incorporator -2- buchannl\sei\holdxi\cert.inc -3- EX-99 13 EXHIBIT B-48 SEI HOLDINGS XI, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, -2- without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than -3- seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the -4- stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. -5- COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. -6- REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. -7- Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -8- THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -9- performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he -10- were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the -11- purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by -12- this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, -13- in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by- laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by- laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. -14- ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. -15- I hereby certify that the foregoing By-Laws were duly adopted by the sole Director of the Corporation on August __, 1994. [SEAL] Secretary (JGS) SEI\holdX\BYLAWS -16- EX-99 14 EXHIBIT B-49 Exhibit B-49 ARTICLES OF INCORPORATION OF MOBILE ENERGY SERVICES COMPANY, INC. I. The name of the corporation is MOBILE ENERGY SERVICES COMPANY, INC. (the "Corporation"). II. The Corporation shall have perpetual duration. III. The nature of the business of the Corporation and its objects, purposes and powers are: (a) To own and operate electric generation facilities, steam processing facilities and such ancillary facilities as the Corporation may determine necessary or beneficial from time to time; (b) To manage, purchase or acquire by assignment, transfer or otherwise, and hold, mortgage or otherwise pledge, and to sell, exchange, transfer, deal in and in any manner dispose of, real or personal property of any kind, class, interest, or type, wheresoever situated, and to exercise, carry out and enjoy any licenses, power, authority, concession, right or privilege which any corporation may make or grant in connection therewith; (c) To subscribe for, acquire, hold, sell, assign, transfer, mortgage, pledge, or in any manner dispose of shares of stock, bonds or other evidences of indebtedness or securities issued or created by any other corporation of Alabama or any other state or any foreign country and, while the owner thereof, to exercise the rights, privileges and powers of ownership, including the rights to vote thereon, to the same extent as a natural person may do, subject to the limitations, if any, on such rights now or hereafter provided by the laws of Alabama; (d) To acquire the goodwill, rights, assets and properties, and to undertake the whole or any part of the liabilities, of any person, firm, association or corporation; to pay for the same in cash, the stock or other securities of the Corporation, or otherwise, to hold, or in any manner, dispose of, the whole or any part of the property so acquired; to conduct in any lawful manner the whole or any part of the business so acquired; and to exercise all the powers necessary or convenient in and about the conduct and management of such business; and (e) In general, to carry on any other lawful business whatsoever in connection with the foregoing or which is calculated, directly or indirectly, to promote the interest of the Corporation or to enhance the value of its properties. The enumeration herein of the powers, objects and purposes of the Corporation shall not be deemed to exclude or in any way limit by inference any powers, objects or purposes which the Corporation is empowered to exercise, whether expressly by purpose or by any of the laws of the State of Alabama or any reasonable construction of such laws. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VI. To the fullest extent that the General Corporation Law of Alabama, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. -2- VII. The initial registered office of the Corporation in the State of Alabama shall be located at 60 Commerce Street, Montgomery, Montgomery Co., Alabama 36104. The initial registered agent of the Corporation at such address shall be The Corporation Company. VIII. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name and corresponding mailing address is: Raymond D. Hill c/o Southern Electric International, Inc. 900 Ashwood Parkway Suite 500 Atlanta, Georgia 30338 IX. The name and address of the Incorporator of the Corporation are Elizabeth B. Chandler, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. __________________________________________ Elizabeth B. Chandler, Incorporator [mpp] sei\mill\articles2 -3- EX-99 15 EXHIBIT B-50 Exhibit B-50 MOBILE ENERGY SERVICES COMPANY, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office of the corporation shall be in the State of Alabama at such location as determined by the board of directors from time to time. Section 2. The corporation's principal office shall be in Atlanta, DeKalb County, Georgia. Section 2. The corporation may also have offices at such other places both within and without the State of Alabama as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place, within or without the State of Alabama, as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Alabama, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president or by a majority of the board of directors and shall be called by the president or secretary within 21 days of the receipt of a written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Such demand shall be signed by the stockholders demanding the meeting and shall state the purpose or purposes of the proposed meeting. Section 4. Written notice stating the place, date and hour of all meetings shall, unless waived, be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, and in the case of special meetings, the purpose thereof shall be stated. Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 6. Shares entitled to vote may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the shares entitled to vote on the matter, represented in person or by proxy, shall constitute a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting. If a quorum is present when a vote is taken, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Constitution of Alabama, the articles of incorporation, or the statutes require a greater number of affirmative votes. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 7. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Constitution of Alabama, -2- the statutes or the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question. Section 8. Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all stockholders entitled to vote on the action, and such consent shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records. The record date for determining the stockholders entitled to take action without a meeting is the date the first stockholder signs the consent. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than fifteen (15). The initial board shall consist of one (1) director. Thereafter, the number of directors may be fixed or changed from time to time by the stockholders, or, if the articles of incorporation so provide, by the board of directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. If a vacancy occurs on the board of directors: (i) the stockholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or (ii) the board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or (iii) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if such vacancy is one that the directors are authorized to fill, by the affirmative vote of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles -3- of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. Section 4. The board of directors may elect a chairman and one or more vice-chairmen. The chairman and vice-chairmen shall perform such duties and have such powers as the board of directors may from time to time prescribe. MEETINGS OF THE BOARD OF DIRECTORS Section 5. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Alabama. Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 7. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 8. Special meetings of the board may be called by the president on two (2) days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Attendance at or participation by a director at a special meeting (i) waives objection to lack of any required notice or defective notice of the meeting, unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the director objects to considering the matter before action is taken on the matter. -4- Section 9. At all meetings of the board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. A director is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting at which he has been present for any purpose. A director who is present at a meeting of the board or any committee of the board when corporate action is taken is deemed to assent to the action taken place unless (i) he objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting or, as to a matter required under the articles of incorporation or these bylaws to be included in the notice of the purpose of the meeting, he objects before action is taken on the matter; (ii) his dissent or abstention from action taken is entered in the minutes of the meeting; or (iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. Section 10. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Action taken is effective when the last director signs the consent, unless the consent specifies a different effective date. Such consent shall have the same effect as a unanimous vote. Section 11. Unless otherwise restricted by the articles of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. -5- COMMITTEES OF DIRECTORS Section 12. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (1) authorizing distributions, (2) approving or proposing to stockholders any action requiring approval of the stockholders, (3) filling vacancies on the board of directors or on any of its committees, (4) amending articles of incorporation, (5) adopting, amending or repealing these bylaws, (6) approving a plan of merger not requiring stockholder approval, (7) authorizing or approving reacquisition of shares, except according to a formula or method prescribed by the board of directors, or (8) authorizing or approving the issuance or sale or contract for sale of shares, or determining the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 13. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 14. Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. -6- REMOVAL OF DIRECTORS Section 15. Unless otherwise restricted by the articles of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes, the articles of incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, telephone, telegraph, teletype, telecopier, facsimile transmission, or other form of wire or wireless communication; or by mail or private carrier. Written notice by the corporation to its stockholders, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the stockholder's address shown in the corporation's current record of stockholders. Section 2. Whenever any notice is required to be given under the provisions of the statutes, the articles of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto and shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A person's attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the person at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter before action is taken on the matter. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and controller. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant controllers. Any number of offices may be held by the same person, unless the articles of incorporation or these bylaws otherwise provide. -7- Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a controller. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salary of the president shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. An officer may resign at any time by giving notice to the corporation. A resignation is effective when the notice is given unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. THE PRESIDENT Section 6. The president, subject to the board of directors, shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall -8- perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. In the absence of the secretary or in the event of his inability or refusal to act, the assistant secretary (or in the event there be more than one assistant secretary, the assistant secretaries in the order designated by the board of directors or in the absence of any designation, then in the order of their election) shall perform the duties of the secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the secretary. The assistant secretary shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE CONTROLLER AND ASSISTANT CONTROLLERS Section 11. The controller shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The controller shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as controller and of the financial condition of the -9- corporation. The controller shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 13. In the absence of the controller or in the event of his inability or refusal to act, the assistant controller (or in the event there shall be more than one assistant controller, the assistant controllers in the order determined by the board of directors or in the absence of any determination, then in the order of their election) shall perform the duties of the controller, and when so acting, shall have all the powers of and be subject to all the restrictions upon the controller. The assistant controller shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 14. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the controller or an assistant controller, or the secretary or an assistant secretary of the corporation. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or -10- certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and entitled to vote as such owner, and entitled to hold liable for calls and assessments a person registered on its books as the owner of shares, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Alabama. -11- ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of project manager (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case upon a determination that the facts then known would not preclude indemnification under the applicable law, upon receipt of a written affirmation by such person that he has met the standard of conduct required by the applicable law and upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance, or furnish similar protection, at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director -12- (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith and in a manner reasonably believed to be in or, in the case of a director or officer not acting in his official capacity, not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as further in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain -13- in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Alabama." The seal may be used by causing -14- it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the articles of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the articles of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing bylaws were duly adopted by the directors of the corporation on December 7, 1994. [SEAL] Tommy Chisholm, Secretary -15- EX-99 16 EXHIBIT B-51 Exhibit B-51 CERTIFICATE OF INCORPORATION OF SEI HOLDINGS VI, INC. I. The name of the corporation is SEI HOLDINGS VI, INC. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The initial registered agent of the Corporation at such address shall be The Corporation Trust Company. III. The purpose or purposes for which the Corporation is organized is to engage exclusively in the business of owning, operating or owning and operating exempt wholesale generators and facilities which qualify as generators of electric energy for sale at wholesale. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the By-Laws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name and corresponding mailing address is: James A. Ward c/o Southern Electric International, Inc. 900 Ashford Parkway Suite 300 Atlanta, Georgia 30338 VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the By-Laws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is M. Stuart Sutherland, Esquire, NationsBank Plaza, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. __________________________________________ M. Stuart Sutherland, Esquire, Incorporator -2- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SEI HOLDINGS VI, INC. SEI HOLDINGS VI, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment to the heading and Article 1. of the Certificate of Incorporation of the Corporation: RESOLVED, That the name of the Corporation be changed from SEI HOLDINGS VI, INC. to SOUTHERN ELECTRIC, INC., and, to effect such change, the heading and Article I of the Articles of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ELECTRIC, INC. in lieu of SEI HOLDINGS VI, INC. SECOND: That the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this _____ day of ______________________, 1994. SEI HOLDINGS VI, INC. By: Its:_______________________________ Attest: Its: ______________________________ EX-99 17 EXHIBIT B-52 Exhibit B-52 SEI HOLDINGS VI, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, -2- without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than -3- seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the -4- stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. -5- COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. -6- REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. -7- Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -8- THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -9- performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications as are necessary to be filed with local and federal regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he -10- were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the -11- purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by -12- this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, -13- in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by- laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by- laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. -14- ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. -15- I hereby certify that the foregoing By-Laws were duly adopted by the Board of Directors of the Corporation on January 18, 1994. [SEAL] Assistant Secretary (cac) H:\WPDOCS\SEI\ARGEN\nihuiles\hldg6\BYLAWS -16- SEI HOLDINGS VI, INC. OFFICER'S CERTIFICATE The undersigned officer of SEI Holdings VI, Inc. does hereby certify that the attached is a true and correct copy of the By- Laws of SEI Holdings VI, Inc., effective January 18, 1994, and that said By-Laws have not been amended but are still in force and effect. ____________________________ Assistant Secretary Subscribed before me this ____ day of January, 1994. ____________________________ Notary Public -17- EX-99 18 EXHIBIT B-53 Exhibit B-53 ARTICLES OF INCORPORATION OF GEORGIA POWER LP HOLDINGS CORP. The Articles of Incorporation of Georgia Power LP Holdings Corp. are as follows: Article I. The name of the corporation is Georgia Power LP Holdings Corp. (the "Corporation"). Article II. The purpose of the Corporation is pecuniary gain and profit, and the general nature of the business or businesses to be transacted shall be to engage in any form or type of business for any lawful purpose or purposes not specifically prohibited to corporations for profit under the laws of the State of Georgia; and to have all the rights, powers, privileges and immunities which are now or hereafter may be allowed to corporations under the laws of the State of Georgia. Article III. The total number of shares of stock which the Corporation shall be authorized to issue is One Thousand (1,000) shares of no par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon liquidation or dissolution. -1- Article IV. The initial registered office of the Corporation shall be c/o Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta, Fulton County, Georgia 30308. The initial registered agent at such address shall be Judy M. Anderson. Article V. The mailing address of the initial principal office of the Corporation is 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308. Article VI. The initial Board of Directors shall consist of one (1) member, whose name and corresponding address are: Warren Y. Jobe c/o Georgia Power Company 333 Piedmont Avenue, N.E. Atlanta, Georgia 30308 Article VII. To the fullest extent that the Georgia Business Corporation Code, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. Article VIII. The name and address of the Incorporator of the Corporation are Lora L. Donoghue, Esquire, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216. ___________________________________________ Lora L. Donoghue, Esquire, Incorporator BGA:Incorp\GAPWRLP\Articles.inc EX-99 19 EXHIBIT B-54 Exhibit B-54 BYLAWS OF GEORGIA POWER LP HOLDINGS CORP. ARTICLE ONE Registered Office and Registered Agent 1.1 Registered Office and Agent. The Corporation shall at all times maintain a registered office in the State of Georgia and shall have not more than one (1) registered agent whose business office is identical with such registered office. 1.2 Other Offices. The Corporation may have offices at such place or places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable. ARTICLE TWO Shareholders' Meetings 2.1 Place of Meetings. Meetings of the shareholders may be held on the call of the President or the Board of Directors at any place within or without the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the Corporation. 2.2 Annual Meetings. The annual meeting of shareholders shall be held on such date within 120 days following the close of the Corporation's fiscal year as shall be designated by the Board of Directors for the purpose of electing directors and transacting any and all business that may properly come before the meeting. At the annual meetings of shareholders, the order of business shall be as determined by the Chairman of the meeting. 2.3 Special Meetings. Special meetings of the shareholders shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of said meetings upon call of the Board of Directors or of the Chairman of the Board of Directors or of the President or of the Secretary at the written request of two or more directors or of the Secretary of the Corporation upon the written request of the holders of at least twenty-five percent (25%) of the issued and outstanding capital stock of the Corporation entitled to vote thereat. 2.4 Substitute Annual Meeting. In the event that an annual meeting is not held on the day designated pursuant to Section 2.2 hereof, the Board of Directors shall cause a meeting in lieu thereof to be held as soon as conveniently may be thereafter, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for special shareholders' meetings. 2.5 Notice of Meetings. Unless waived as contemplated in Section 5.2 hereof or by attendance at the meeting, either in person or by proxy, for any purpose other than to state, at the beginning of the meeting, an objection or objections to the transaction of business, a written or printed notice of each shareholders' meeting stating the place, day and hour of the meeting shall be delivered not less than ten (10) days nor more than sixty (60) days before the date thereof except as may otherwise be required by law, either personally or by mail, by or at the direction of the President or Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Georgia Business Corporation Code (the "Code") requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called. When a meeting is adjourned to another time or place, unless after the adjournment the Board fixes a new record date for the adjourned meeting as may be required pursuant to Section 2.10 hereof, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and if at the adjourned meeting business which might have been transacted on the original date of the meeting is transacted. 2.6 Quorum and Voting Requirements For Voting Groups. Unless otherwise provided by the Articles of Incorporation, at all meetings of the shareholders, the presence, in person or by proxy, of the holders of more than fifty percent (50%) of the shares outstanding and entitled to vote as a separate voting group shall constitute a quorum. The shareholders at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, unless the meeting is adjourned under circumstances where a new record date is or must be set pursuant to Section 2.10 hereof. A shareholder who makes - 2 - a special appearance for purposes of objecting to the lack of notice or defective notice or objecting to holding the meeting or transacting business at the meeting shall not be counted for purposes of determining a quorum. If a quorum is not present to organize a meeting, the meeting may be adjourned pursuant to Section 2.10 hereof. 2.7 Voting of Shares. (a) Except as may otherwise be provided by the Articles of Incorporation (or by agreement of the shareholders pursuant to Section 2.13 hereof), each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number of shares voted by him, and if such ballot be cast by proxy, it shall also state the name of such proxy. If a quorum is present, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the group favoring the action, exceed the votes cast opposing the action unless these Bylaws, the Articles of Incorporation or the Code requires a greater number of affirmative votes. (b) If the Articles of Incorporation or the Code provides for voting by a single voting group on a matter and a quorum is present with respect to that voting group, action on that matter is taken when voted upon by that voting group pursuant to Section 2.7 hereof. If the Articles of Incorporation or the Code provides for voting by two (2) or more voting groups on a matter and a quorum is present with respect to such voting groups, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 2.7 hereof. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote upon the matter. (c) Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Shareholders do not have a right to cumulate their votes for directors unless the Articles of Incorporation so provide. 2.8 Proxies. A shareholder entitled to vote pursuant to Section 2.7 may vote in person or by proxy executed in writing by the shareholder or by his attorney-in-fact. A proxy shall not be valid after eleven (11) months from the date of its execution, unless a longer period is expressly stated therein. - 3 - 2.9 Corporation's Acceptance or Rejection of Votes or Proxies. The Corporation is entitled to reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent authorized to tabulate the votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. The Corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with Code Section 14-2-724 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. 2.10 Adjournments. Any meeting of the shareholders, whether or not a quorum is present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned, except that if the meeting is adjourned to a date more than 120 days after the date of the original meeting, the Board of Directors must fix a new record date and provide notice of the adjourned meeting to persons who are shareholders of the Corporation on the new record date. At any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned. 2.11 Action of Shareholders Without a Meeting. (a) Except as otherwise provided in Subsection 2.11 (b) hereinbelow, any action which may be taken at a meeting of the shareholders may be taken without a meeting if a written approval and consent, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote on such matter on the record date as determined in Subsection (c) hereof. (b) If the Articles of Incorporation of the Corporation expressly provide for shareholder action without a meeting upon the written consent of less than all of the shareholders, as authorized by Section 14-2-704 of the Code, then any action which may be taken at a meeting of the shareholders may be taken without a meeting if a written approval and consent, setting forth the action so taken, shall be signed by shareholders who would be entitled to vote at a meeting of shareholders those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote were present and voted; - 4 - provided, however, action by less than unanimous written consent may not be taken with respect to (i) any election of directors as to which shareholders would be entitled to cumulative voting or (ii) approval of a plan of merger or plan of consolidation except as provided under the Code. Notice shall be given within ten (10) days of the taking of corporate action without a meeting by less than unanimous written consent to all shareholders on the record date whose shares were not represented on the written consent together with any material required to be furnished consenting shareholders pursuant to Section 14-2-704 of the Code. (c) Record Date and Effective Date. Unless otherwise fixed under Section 14-2-703 or Section 14-2-707 of the Code, and for purposes of written consent by the shareholders, the record date for determining shareholders entitled to take actions without a meeting shall be the date the first shareholder signs the consent, and the action shall be deemed taken when executed by the last necessary signature. A written consent executed pursuant to the Code and these Bylaws shall have the same effect as a vote at a meeting of the shares represented on the executed consent and may be described as such in any document. 2.12 Shareholders' List for Meeting. After fixing the record date for a meeting, the Secretary or other officer of the Corporation having charge of the stock ledger shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, his agent or his attorney at the time and place of the meeting. However, any refusal or failure to comply with the requirements of this section shall not effect the validity of any action taken at such meeting. 2.13 Shareholders' Agreements. In addition to those shareholders' agreements authorized by Section 14-2-731 of the Code, the holders of all the outstanding and issued stock of the Corporation may enter into an agreement or agreements among themselves, and the Corporation also, if so elected, concerning the rights and privileges of respective classes of stock (including, but not limited to, voting rights) and the transferability of the stock of the Corporation, and such agreement, where not otherwise contrary to law, shall be effective to establish the conditions of and methods of transferability of the stock of the Corporation to the extent attempted by said agreement. - 5 - ARTICLE THREE The Board of Directors 3.1 General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by any legal agreement among shareholders, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. 3.2 Number of Directors. In accordance with these Bylaws or the Articles of Incorporation, the number of directors of the Corporation shall be fixed by resolution of the shareholders or if so authorized in the Articles of Incorporation, by the Board of Directors. The number of directors may be changed from time to time by the shareholders or if so authorized in the Articles of Incorporation, by the Board of Directors. 3.3 Election of Directors. After initial election or appointment pursuant to Code Section 14-2-205 and unless otherwise set forth in the Articles of Incorporation, directors shall be elected at each annual shareholders' meeting as set forth in Section 2.7(c) hereof. 3.4 Term of Directors. The terms of the initial directors of the Corporation shall expire at the first shareholders' meeting at which new directors are elected. The terms of all other directors shall expire at the annual shareholders' meeting following their election. 3.5 Vacancies. Unless otherwise provided in the Articles of Incorporation, a vacancy occurring on the Board of Directors, may be filled for the unexpired term by the majority vote of either the shareholders or the Board of Directors. However, if the vacancy leaves less than a quorum of directors in office, then such vacancy may be filled by a majority of the remaining directors, or if the vacant office was held by a director elected by a voting group of shareholders, then the shareholders of that voting group or the remaining directors elected by that voting group will be entitled to vote to fill the vacancy. 3.6 Compensation. Directors may receive such compensation for their services as directors as may from time to time be fixed by vote of the Board of Directors or the shareholders. A director may also serve the Corporation in a capacity other than that of director and receive compensation, as determined by the Board of Directors, for services rendered in that other capacity. - 6 - 3.7 Committees. The Board of Directors may, by resolution or resolutions passed by a majority of all the members of the Board, designate one or more other committees, each consisting of two or more directors. Unless otherwise specifically permitted by the Board of Directors, the provisions of these Bylaws which govern meetings, actions without meetings, notice and waiver of notice and quorum and voting requirements of the Board of Directors, shall apply to meetings of committees and their members as well. To the extent specified by the Board of Directors or in the Articles of Incorporation, each committee shall have and may exercise all the power of the Board of Directors specified in these Bylaws; however, notwithstanding anything to the contrary herein, committees established by the Board shall have no power: (1) to approve or propose to shareholders action that is required by the Code or these Bylaws to be approved by shareholders (including, but not limited to, fundamental corporate changes such as merger, share exchange, dissolution and asset sales); (2) to fill vacancies on the Board of Directors or any of its committees; (3) to amend the Articles of Incorporation or these Bylaws; or (4) to approve a plan of merger not requiring shareholder approval. ARTICLE FOUR Meetings of the Board of Directors 4.1 Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after each annual meeting of shareholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year. 4.2 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence by the Secretary of the Corporation, or by any two directors in office at that time. 4.3 Place of Meetings. Directors may hold their meetings at any place within or without the State of Georgia as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver. 4.4 Notice of Meetings. No notice shall be required for any regularly scheduled meeting of the directors of the Corporation. Unless a director waives his right to notice as contemplated in Section 5.2 hereof, the President or Secretary of the Corporation or any director thereof shall give at least two (2) days' notice to each director of each special meeting stating - 7 - the date, time and place of the meeting as set forth in Sections 14-2-141 and 14-2-822 of the Code. 4.5 Quorum. Unless otherwise provided in the Articles of Incorporation, the presence of at least a majority of the directors of the Corporation in office immediately before the meeting begins shall constitute a quorum necessary for the transaction of business at any meeting of directors. In no event shall less than two (2) directors constitute a quorum, except when the Board consists of only one (1) director. 4.6 Vote Required for Action. Except as otherwise provided by the Code or these Bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment and repeal of a bylaw is provided for in Article Eleven of these Bylaws. Vacancies in the Board of Directors may be filled as provided in Section 3.5 of these Bylaws. 4.7 Dissent or Abstention. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when the corporate action is taken is deemed to have assented to the action unless (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary or other officer of the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. 4.8 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto shall be signed by all the directors and such written consent shall be delivered to the Secretary of the Corporation for the purpose of inclusion in the corporate records. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors and may be evidenced by one or more written consents describing the action taken. 4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any - 8 - business may be transacted which could have been transacted at the meeting which was adjourned. 4.10 Telephone Conference Calls. Unless otherwise prohibited by the Articles of Incorporation, members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4.10 shall constitute presence in person at such meeting. ARTICLE FIVE Notice and Waiver 5.1 Procedure. Whenever these Bylaws require notice to be given to any shareholder or director, the notice shall be given as prescribed in Section 14-2-141 of the Code and Sections 2.5 or 4.4 hereof for any shareholder or director, respectively. Whenever notice is given to a shareholder or director by mail, the notice shall be sent first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the shareholder or director at his address as it appears on the books of the Corporation. 5.2 Waiver. Notice of a meeting need not be given to any shareholder or director who signs a waiver of such notice, in person or by proxy, either before or after the date and time of the meeting as stated in the notice. Unless otherwise required by law or by these Bylaws, neither the business transacted nor the purpose of the meeting need be specified in the waiver. Attendance of a shareholder or director at a meeting shall waive any required notice to him of such meeting and any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when such shareholder or director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. ARTICLE SIX Officers 6.1 Number. The Executive Officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer as determined or designated by the Board of Directors. The Board of Directors - 9 - shall from time to time create and establish the duties of such other officers and elect or provide for the appointment of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a President, Secretary and Treasurer. In the event that no Chairman of the Board is elected, the President shall perform all of the duties and assume all of the responsibilities assigned to the office of Chairman of the Board. Any two (2) or more offices may be held by the same person. 6.2 Election and Term. All Executive Officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification. 6.3 Compensation. The compensation of all Executive Officers of the Corporation shall be fixed by the Board of Directors. 6.4 Removal of Officers. The Board of Directors may remove any officer at any time with or without cause. 6.5 Powers and Duties. The Executive Officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The Vice President or Vice Presidents, the Assistant Secretary or Assistant Secretaries and the Assistant Treasurer or Assistant Treasurers shall, in the order of their respective seniorities, in the absence or disability of the President, Secretary or Treasurer, respectively, perform the duties of such offices and shall generally assist the President, Secretary or Treasurer, respectively. Without limitation upon any of the foregoing: (a) The Chairman of the Board shall preside at the meetings of shareholders and at the meetings of the Board of Directors and shall have such other duties and responsibilities as may be specified in these Bylaws and as shall be directed from time to time by the Board of Directors. (b) The President shall be the chief executive officer of the Corporation and shall have general supervision of the affairs of the Corporation and full control of and responsibility for said affairs. - 10 - (c) The Secretary shall issue notices for and keep minutes of all corporate meetings and shall have charge of the corporate seal and of all corporate books, stock books and other like records of the Corporation. (d) The Treasurer shall have custody and control of all funds and of all financial records of the Corporation. (e) Except as is otherwise required by Section 14-2-1201 of the Code, the Board of Directors, by resolution and without shareholder approval, may authorize any officer or officers of the Corporation to negotiate and execute contracts to sell, lease exchange or otherwise dispose of any and all of the real or personal property of the Corporation, to negotiate and enter into loans to be secured by notes, pledges, deeds to secure debt, mortgages and/or other instruments encumbering the property of the Corporation, whether or not in the usual and regular course of business or to transfer any or all of the property of the Corporation to a corporation all of the shares of which are owned by the Corporation. 6.6 Additional Powers and Duties. In addition to the foregoing especially enumerated powers and duties, the several officers of the Corporation shall have such other powers and duties as are provided for them in these Bylaws or as may, from time to time, be prescribed by the Board of Directors or a committee thereof or the Chairman of the Board. 6.7 Bonds. The Board of Directors may by resolution require any or all of the officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors. 6.8 Reimbursement by Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed; provided, however, that notwithstanding any provision to the contrary herein contained, no reimbursement shall be required by such officer pursuant to this Section 6.8 for any deduction disallowed by the Internal Revenue Service if, in the discretion of the Board of Directors, such expense is a legitimate cost of doing business. In lieu of payment by the officer, subject to the - 11 - determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered. ARTICLE SEVEN Distributions 7.1 Share Dividends. Unless otherwise provided in the Articles of Incorporation, shares may be issued as a share dividend pro rata and without consideration to the shareholders of the Corporation or to the shareholders of one or more classes or series. Shares of one class or series may not be issued as a share dividend in respect of another class or series unless authorized by the Articles of Incorporation or unless a majority of the votes entitled to be cast by the class or series to be issued approve the issue or unless there are no issued and outstanding shares of the class or series to be issued. 7.2 Distribution to Shareholders. The Board of Directors shall not authorize any payment of any dividend or any distribution to the shareholders of the Corporation if such dividend or distribution would prevent the Corporation from paying and discharging its debts as they become due in the usual course of business or if the Corporation's total assets would be less than the sum of the total liabilities plus the amount that would be needed should the Corporation be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights would be superior to those shareholders receiving the distribution. ARTICLE EIGHT Shares 8.1 Authorization and Issuance of Shares. The classes of shares and the maximum number of shares of each class of the Corporation which may be issued and outstanding shall be as set forth from time to time in the Articles of Incorporation of the Corporation. The Board of Directors may increase or decrease the number of issued and outstanding shares of the Corporation within the maximum authorized and minimum required by the Articles of Incorporation. 8.2 Form and Content of Certificates. The shares of the Corporation may but need not be represented by a certificate and there shall be no difference in the rights and obligations of shareholders based on whether or not their shares are represented by certificates. - 12 - (a) Share Certificates. Interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with Georgia law. Share certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue and all such information shall be entered on the Corporation's books. Each certificate shall be signed, either manually or in facsimile, by the President or a Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that if a share certificate is signed in facsimile, then it must be countersigned, either manually or in facsimile, by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, then the certificate is nevertheless valid. (b) Shares Without Certificates. The Board of Directors may authorize the issue of some or all of the shares of the Corporation or all of its classes or series without certificates. Within thirty (30) days after the issue or transfer of shares without certificates, the Secretary of the Corporation or other officer shall submit to the shareholder a written statement of the information required on certificates by the Code. 8.3 Rights of Corporation with Respect to Registered Owners. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any distribution with respect to such shares, and for all other purposes, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. 8.4 Transfers of Shares. Transfers of shares shall be made upon the transfer books of the Corporation, kept at the office of the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and before a new certificate is issued, the old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen, or destroyed, the provisions of Section 8.5 of these Bylaws shall have been complied with. - 13 - 8.5 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed. 8.6 Fixing of Record Date. The Board of Directors may fix an advance date as the record date for one or more voting groups in order to determine the shareholders entitled to a distribution, to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. 8.7 Record Date if None Fixed. If no record date is fixed, as provided in Section 8.6 of these Bylaws, then the record date for (a) determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders; (b) for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the Corporation's shares) is the date the Board of Directors authorizes the distribution; and (c) for any other action the consummation of which requires a determination of shareholders is the date such action is to be taken. ARTICLE NINE Indemnification and Interested Parties 9.1 Indemnification. (a) The Corporation shall indemnify its officers and directors for those amounts authorized under Article 8 Part 5 of the Code; provided, however, indemnification shall only be made upon compliance with the requirements of such statutory provisions and only in those circumstances in which indemnification is authorized under those provisions; provided further, however, that the Corporation may indemnify a director pursuant to Section 14-2-856 of the Code without shareholder approval. (b) The Corporation may purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such persons and incurred by such persons in any capacity, or arising out of such persons' status as described in Code Section 14-2-851, whether or not the - 14 - Corporation would have the power to indemnify such persons against such liability under the laws of the State of Georgia. (c) The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding provided for hereunder in advance of a final disposition of the proceeding if the director submits to the Secretary of the Corporation a written request which complies with the requirements set forth in Code Section 14-2-853. The Secretary of the Corporation shall promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that such director has requested indemnification, and the determination of such director's entitlement to indemnification shall be made within a reasonable time after the receipt of such written request by the Board of Directors. (d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 9.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. 9.2 Interested Directors and Officers. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be enjoined, set aside or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the Corporation, on the grounds of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if: (1) such transaction is approved by the directors pursuant to Code Section 14-2-862; (2) such transaction is approved by the shareholders pursuant to Code Section 14-2-863; or (3) the transaction, judged in the circumstances at the time of the commitment, is established to have been fair to the Corporation. (b) Except when the Board consists of less than three (3) directors, a majority (but not less than two) of all the "qualified directors" (as such term is defined in Section 14-2- 862 of the Code) on the Board, or on the committee thereof, shall constitute a quorum for purposes of action that complies with - 15 - Section 9.2(a)(1) of these Bylaws. Director's action that otherwise complies with the Code and these Bylaws is not affected by the presence or vote of a director who is not a "qualified director." ARTICLE TEN Miscellaneous 10.1 Inspection of Books and Records. The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be open to the inspection of shareholders, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection. In addition, the Board of Directors shall have the authority to limit the rights of inspection granted by the Code to shareholders owning 2% or less of the outstanding shares of the Corporation. 10.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate, but unless otherwise so determined shall begin on the first day of January in each year and shall end on the last day of December in the same year. 10.3 Seal. The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word "Seal" and such other information in the center thereof as is desired. In lieu thereof, the Corporation may use an impression or writing bearing the words "CORPORATE SEAL" enclosed in parentheses or scroll, which shall also be deemed the seal of the Corporation. 10.4 Annual Statements. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement. 10.5 Execution of Documents. No attestation by the Secretary or an Assistant Secretary shall be necessary to make any contract, conveyance or other document valid and legally - 16 - binding which has been executed by and on behalf of the Corporation by an officer or officers thereunto duly authorized in the manner provided for in these Bylaws. ARTICLE ELEVEN Amendments 11.1 Power to Amend Bylaws. The Board of Directors shall have power to alter, amend or repeal these bylaws or adopt new bylaws, but any bylaws adopted by the Board of Directors may be altered, amended or repealed, and new bylaws adopted, by the shareholders. The shareholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended or repealed by the Board of Directors. 11.2 Conditions. Action taken by the shareholders with respect to bylaws shall be taken by an affirmative vote of a majority of all shares entitled to elect directors, and action by the Board of Directors with respect to bylaws shall be taken by an affirmative vote of a majority of all directors then holding office. I hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors of the Corporation effective November 7, 1994. [SEAL] Judy M. Anderson, Secretary Andersbg:incorp\gapwrlp\bylaws - 17 - BYLAWS OF GEORGIA POWER LP HOLDINGS CORP. TABLE OF CONTENTS Page ARTICLE ONE - REGISTERED OFFICE AND REGISTERED AGENT Section 1.1 Registered Office and Agent 1 Section 1.2 Other Offices 1 ARTICLE TWO - SHAREHOLDERS' MEETINGS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Substitute Annual Meeting 2 Section 2.5 Notice of Meetings 2 Section 2.6 Quorum and Voting Requirements For Voting Groups 2 Section 2.7 Voting of Shares 3 Section 2.8 Proxies 3 Section 2.9 Corporation's Acceptance or Rejection of Votes or Proxies 3 Section 2.10 Adjournments 4 Section 2.11 Action of Shareholders Without a Meeting 4 Section 2.12 Shareholders' List for Meeting 5 Section 2.13 Shareholders' Agreements 5 ARTICLE THREE - THE BOARD OF DIRECTORS Section 3.1 General Powers 5 Section 3.2 Number of Directors 6 -i- Page Section 3.3 Election of Directors 6 Section 3.4 Term of Directors 6 Section 3.5 Vacancies 6 Section 3.6 Compensation 6 Section 3.7 Committees 6 ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS Section 4.1 Regular Meetings 7 Section 4.2 Special Meetings 7 Section 4.3 Place of Meetings 7 Section 4.4 Notice of Meetings 7 Section 4.5 Quorum 8 Section 4.6 Vote Required for Action 8 Section 4.7 Dissent or Abstention 8 Section 4.8 Action by Directors Without a Meeting 8 Section 4.9 Adjournments 8 Section 4.10 Telephone Conference Calls 9 ARTICLE FIVE - NOTICE AND WAIVER Section 5.1 Procedure 9 Section 5.2 Waiver 9 ARTICLE SIX - OFFICERS Section 6.1 Number 9 Section 6.2 Election and Term 10 Section 6.3 Compensation 10 Section 6.4 Removal of Officers 10 Section 6.5 Powers and Duties 10 Section 6.6 Additional Powers and Duties 11 Section 6.7 Bonds 11 Section 6.8 Reimbursement by Officers 11 -ii- Page ARTICLE SEVEN - DISTRIBUTIONS Section 7.1 Share Dividends 12 Section 7.2 Distribution to Shareholders 12 ARTICLE EIGHT - SHARES Section 8.1 Authorization and Issuance of Shares 12 Section 8.2 Form and Content of Certificates 13 Section 8.3 Rights of Corporation with Respect to Registered Owners 13 Section 8.4 Transfers of Shares 13 Section 8.5 Lost, Stolen or Destroyed Certificates 14 Section 8.6 Fixing of Record Date 14 Section 8.7 Record Date if None Fixed 14 ARTICLE NINE - INDEMNIFICATION AND INTERESTED PARTIES Section 9.1 Indemnification 14 Section 9.2 Interested Directors and Officers 15 ARTICLE TEN - MISCELLANEOUS Section 10.1 Inspection of Books and Records 16 Section 10.2 Fiscal Year 16 Section 10.3 Seal 16 Section 10.4 Annual Statements 16 Section 10.5 Execution of Documents 17 ARTICLE ELEVEN - AMENDMENTS Section 11.1 Power to Amend Bylaws 17 Section 11.2 Conditions 17 -iii- EX-99 20 EXHIBIT B-55 Exhibit B-55 CERTIFICATE OF LIMITED PARTNERSHIP OF GEORGIA POWER CAPITAL, L.P. This Certificate of Limited Partnership of Georgia Power Capital, L.P. (the "Partnership"), dated as of November 9, 1994, is being duly executed and filed by Georgia Power Company, a Georgia corporation, as general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. section 17-101, et seq.). 1. Name. The name of the limited partnership formed hereby is Georgia Power Capital, L.P. 2. Registered Office. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 3. Registered Agent. The name and address of the registered agent for service of process on the Partnership in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 4. General Partner. The name and the business address of the sole general partner of the Partnership are: Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the date first-above written. GEORGIA POWER COMPANY, General Partner By: Name: Title: (Hartland) H:\wpdocs\71567\75519\cert.gp EX-99 21 EXHIBIT B-56 Exhibit B-56 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GEORGIA POWER CAPITAL, L.P. TABLE OF CONTENTS ARTICLE I FORMATION AND CONTINUATION OF THE PARTNERSHIP; ADMISSION OF PREFERRED SECURITY HOLDERS; RETURN OF INITIAL LIMITED PARTNER'S CAPITAL CONTRIBUTION Section 1.1 Formation and Continuation of the Partnership 1 Section 1.2 Name . . . . . . . . . . . . . . . . . . . . . 2 Section 1.3 Business of the Partnership . . . . . . . . . 2 Section 1.4 Term . . . . . . . . . . . . . . . . . . . . . 2 Section 1.5 Registered Agent and Office . . . . . . . . . 2 Section 1.6 Principal Place of Business . . . . . . . . . 2 Section 1.7 Name and Business Address of General Partner . 3 Section 1.8 Admission of Holders of Preferred Securities . 3 ARTICLE II DEFINED TERMS Section 2.1 Definitions . . . . . . . . . . . . . . . . . 4 ARTICLE III CAPITAL CONTRIBUTIONS, REPRESENTATION OF PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS Section 3.1 Capital Contributions . . . . . . . . . . . . . 9 Section 3.2 Preferred Security Holder's Interest Represented by Preferred Securities . . . . . . 10 Section 3.3 Capital Accounts . . . . . . . . . . . . . . . . 10 Section 3.4 Interest on Capital Contributions . . . . . . . 10 Section 3.5 Withdrawal and Return of Capital Contributions . 10 ARTICLE IV ALLOCATIONS Section 4.1 Profits and Losses . . . . . . . . . . . . . . . 10 Section 4.2 Other Allocation Provisions . . . . . . . . . . 12 Section 4.3 Allocations for Income Tax Purposes . . . . . . 14 Section 4.4 Withholding . . . . . . . . . . . . . . . . . . 14 ARTICLE V DIVIDENDS Section 5.1 Dividends . . . . . . . . . . . . . . . . . . . 14 Section 5.2 Limitations on Distributions . . . . . . . . . . 14 i ARTICLE VI ISSUANCE OF PREFERRED SECURITIES Section 6.1 General Provisions Regarding Preferred Securities 15 ARTICLE VII BOOKS OF ACCOUNT, RECORDS AND REPORTS Section 7.1 Books and Records . . . . . . . . . . . . . . . 18 Section 7.2 Accounting Method . . . . . . . . . . . . . . . 19 ARTICLE VIII POWERS, RIGHTS AND DUTIES OF THE LIMITED PARTNERS Section 8.1 Limitations . . . . . . . . . . . . . . . . . . 19 Section 8.2 Liability . . . . . . . . . . . . . . . . . . . 19 Section 8.3 Priority . . . . . . . . . . . . . . . . . . . . 20 ARTICLE IX POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER Section 9.1 Authority . . . . . . . . . . . . . . . . . . . 20 Section 9.2 Powers and Duties of General Partner . . . . . . 20 Section 9.3 Liability . . . . . . . . . . . . . . . . . . . 21 Section 9.4 Exculpation . . . . . . . . . . . . . . . . . . 22 Section 9.5 Fiduciary Duty . . . . . . . . . . . . . . . . . 22 Section 9.6 Indemnification . . . . . . . . . . . . . . . . 23 Section 9.7 Outside Businesses . . . . . . . . . . . . . . . 23 Section 9.8 Limits on General Partner's Powers . . . . . . . 24 Section 9.9 Tax Matters Partner . . . . . . . . . . . . . . 25 Section 9.10 Expenses . . . . . . . . . . . . . . . . . . . . 25 ARTICLE X TRANSFERS OF INTERESTS BY PARTNERS Section 10.1 Transfer of Interests . . . . . . . . . . . . . 25 Section 10.2 Transfer of LP Certificates . . . . . . . . . . 26 Section 10.3 Persons Deemed Preferred Security Holders . . . 26 Section 10.4 Book Entry Interests . . . . . . . . . . . . . 26 Section 10.5 Notices to Clearing Agency . . . . . . . . . . 27 Section 10.6 Appointment of Successor Clearing Agency . . . 27 Section 10.7 Definitive LP Certificates; Appointment of Paying Agent(s) . . . . . . . . . . . . . . 28 ARTICLE XI WITHDRAWAL; DISSOLUTION; LIQUIDATION AND DISTRIBUTION OF ASSETS Section 11.1 Withdrawal of Partners . . . . . . . . . . . . 29 Section 11.2 Dissolution of the Partnership . . . . . . . . 29 Section 11.3 Liquidation . . . . . . . . . . . . . . . . . . 30 Section 11.4 Distribution in Liquidation . . . . . . . . . . 31 ii Section 11.5 Rights of Limited Partners . . . . . . . . . . 31 Section 11.6 Termination . . . . . . . . . . . . . . . . . . 31 ARTICLE XII AMENDMENTS AND MEETINGS Section 12.1 Amendments . . . . . . . . . . . . . . . . . . 32 Section 12.2 Amendment of Certificate . . . . . . . . . . . 32 Section 12.3 Meetings of the Partners . . . . . . . . . . . 32 ARTICLE XIII MISCELLANEOUS Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . 33 Section 13.2 Entire Agreement . . . . . . . . . . . . . . . 34 Section 13.3 Governing Law . . . . . . . . . . . . . . . . . 34 Section 13.4 Effect . . . . . . . . . . . . . . . . . . . . 35 Section 13.5 Pronouns and Number . . . . . . . . . . . . . . 35 Section 13.6 Captions and Headings . . . . . . . . . . . . . 35 Section 13.7 Partial Enforceability . . . . . . . . . . . . 35 Section 13.8 Counterparts . . . . . . . . . . . . . . . . . 35 Section 13.9 Waiver of Partition . . . . . . . . . . . . . . 35 Section 13.10 Remedies . . . . . . . . . . . . . . . . . . . 35 iii AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GEORGIA POWER CAPITAL, L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Georgia Power Capital, L.P. (the "Partnership"), dated as of December 1, 1994, among Georgia Power Company, a Georgia corporation ("Georgia Power"), as the general partner, Georgia Power LP Holdings Corp., a Georgia corporation, as the initial limited partner (the "Initial Limited Partner"), and such other Persons (as defined herein) who become Limited Partners (as defined herein) as provided herein. WHEREAS, Georgia Power and the Initial Limited Partner entered into an Agreement of Limited Partnership, dated as of November 9, 1994 (the "Original Limited Partnership Agreement"); WHEREAS, the Certificate of Limited Partnership of the Partnership was filed with the Office of the Secretary of State of the State of Delaware on November 10, 1994; WHEREAS, the Partners (as defined herein) desire to continue the Partnership as a limited partnership under the Act (as defined herein) and to amend and restate the Original Limited Partnership Agreement in its entirety; NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Limited Partnership Agreement in its entirety and hereby agree as follows: ARTICLE I FORMATION AND CONTINUATION OF THE PARTNERSHIP; ADMISSION OF PREFERRED SECURITY HOLDERS; RETURN OF INITIAL LIMITED PARTNER'S CAPITAL CONTRIBUTION Section 1.1 Formation and Continuation of the Partnership. The Partnership was formed as a limited partnership under the Act by the filing by the General Partner (as defined herein) of the Certificate (as defined herein) with the Office of the Secretary of State of the State of Delaware on November 10, 1994 and the entering into by the General Partner and the Initial Limited Partner of the Original Limited Partnership Agreement. The parties hereto agree to continue the Partnership as a limited partnership under the Act. The General Partner, for itself and as agent for the Limited Partners, shall make every reasonable effort to assure that all certificates and documents are properly executed and shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements for the continuation of the Partnership as a limited partnership under the Act and under all other laws of the State of Delaware or such other jurisdictions in which the General Partner determines that the Partnership may conduct business. The rights, liabilities and duties of the Partners shall be as provided in the Act except as modified by this Agreement. Where not otherwise specified in this Agreement, the Act governs the rights and obligations of the parties to this Agreement. Section 1.2 Name. The name of the Partnership is "Georgia Power Capital, L.P.", as such name may be modified from time to time by the General Partner following written notice to the Limited Partners. The Partnership business may be conducted under the name of the Partnership or any other name deemed advisable by the General Partner. Section 1.3 Business of the Partnership. The sole purpose of the Partnership is (a) to issue partnership interests in the Partnership, including, without limitation, Preferred Securities (as defined herein), and to loan the proceeds thereof to Georgia Power, such loans to be evidenced by Junior Subordinated Debentures (as defined herein) or other similar debt instruments of Georgia Power, and (b) except as otherwise limited herein, to enter into, make and perform all contracts and other undertakings, and engage in all activities and transactions as the General Partner may reasonably deem necessary or advisable for the carrying out of the foregoing purpose of the Partnership. Section 1.4 Term. The term of the Partnership commenced on the date the Certificate was filed with the Secretary of State of the State of Delaware and shall continue until December 31, 2093, unless dissolved before such date in accordance with the provisions of this Agreement. Section 1.5 Registered Agent and Office. The Partnership's registered agent and office in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. At any time, the General Partner may designate another registered agent and/or registered office. Section 1.6 Principal Place of Business. The principal place of business of the Partnership shall be at c/o Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308. Upon ten days written notice to the Limited Partners, the General Partner may change the location of the Partnership's principal place of business. 2 Section 1.7 Name and Business Address of General Partner. The name and business address of the General Partner are as follows: Georgia Power Company 333 Piedmont Avenue, N.E. Atlanta, Georgia 30308 Attention: Corporate Secretary The General Partner may change its name or business address from time to time, in which event the General Partner shall promptly notify the Limited Partners of any such change. Section 1.8 Admission of Holders of Preferred Securities. (a) Without necessity for execution of this Agreement, upon receipt by a Person of an LP Certificate (as defined herein) and payment to the Partnership of the Purchase Price (as defined herein) for the Preferred Securities represented by such LP Certificate in connection with the initial issuance by the Partnership of such Preferred Securities, which shall be deemed to constitute a request by such Person that the books and records of the Partnership reflect such Person's admission as a limited partner of the Partnership, such Person shall be admitted to the Partnership as a limited partner of the Partnership and shall become bound by this Agreement. (b) Following the first admission of a Preferred Security Holder to the Partnership as a Limited Partner pursuant to paragraph (a) above, the Initial Limited Partner shall receive the return of its capital contribution without interest or deduction, but will continue to be a limited partner of the Partnership. While the Initial Limited Partner shall continue to be a limited partner of the Partnership, the Initial Limited Partner shall only have such rights, if any, as are expressly provided to the Initial Limited Partner pursuant to this Agreement. (c) The name and mailing address of each Partner and the amount contributed by such Partner to the capital of the Partnership shall be listed on the books and records of the Partnership. The General Partner shall be required to update the books and records from time to time as necessary to accurately reflect the information therein. 3 ARTICLE II DEFINED TERMS Section 2.1 Definitions. Unless the context otherwise requires, the terms defined in this Article II shall, for the purposes of this Agreement, have the meanings herein specified. "Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as amended from time to time. "Action" has the meaning set forth in Section 6.1(b). "Adjusted Capital Account" has the meaning set forth in Section 4.2(d)(i). "Affiliate" means, with respect to a specified Person, (a) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities or other ownership interests of the specified Person, (b) any Person 10% or more of whose outstanding voting securities or other ownership interests are directly or indirectly owned, controlled or held with power to vote by the specified Person, (c) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person, (d) a partnership in which the specified Person is a general partner, (e) any officer or director of the specified Person, and (f) if the specified Person is an individual, any entity of which the specified Person is an officer, director or general partner. "Agreement" means this Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, modified, supplemented or restated from time to time. "Book Entry Interests" means a beneficial interest in the LP Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 10.4. "Business Day" means any day other than a day on which banking institutions in The City of New York are authorized or required by law to close. "Capital Account" has the meaning set forth in Section 3.3. "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware on November 10, 1994, and any and all amendments thereto and restatements thereof. 4 "Clearing Agency" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as depository for the Preferred Securities and in whose name shall be registered a global LP Certificate and which shall undertake to effect book entry transfers and pledges of the Preferred Securities. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency. "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding federal tax statute enacted after the date of this Agreement. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any federal tax statute enacted after the date of this Agreement, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Agreement containing such reference. "Covered Person" means any Partner, any Affiliate of a Partner or any officers, directors, shareholders, partners, members, employees, representatives or agents of a Partner or its respective Affiliates, or any employee or agent of the Partnership or its Affiliates or any Special Representative. "Definitive LP Certificates" has the meaning set forth in Section 10.4. "Dividends" means the distributions of income paid or payable to any Limited Partner who is a Preferred Security Holder pursuant to the terms of the Preferred Securities held by such Limited Partner, including any interest payable in respect of arrearages. "DTC" means The Depository Trust Company, the initial Clearing Agency. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fiscal Year" means (i) the period commencing upon the formation of the Partnership and ending on December 31, 1994, and (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31. "General Partner" means Georgia Power, in its capacity as general partner of the Partnership, and any additional or successor general partner in the Partnership admitted as a general partner of the Partnership pursuant to this Agreement. 5 "Georgia Power" has the meaning set forth in the forepart of this Agreement. "Guarantee" means the Guarantee Agreement dated as of December 1, 1994 of Georgia Power in respect of the Preferred Securities. "Holders" means, with respect to a series of Preferred Securities, Preferred Security Holders in whose name one or more LP Certificates representing Preferred Securities of such series are registered. "Indemnified Person" means the General Partner, any Special Representative, any Affiliate of the General Partner or any Special Representative or any officers, directors, shareholders, members, partners, employees, representatives or agents of the General Partner or any Special Representative, or any employee or agent of the Partnership or its Affiliates. "Indenture" means the Indenture dated as of December 1, 1994 between Georgia Power and Trust Company Bank, as Trustee, pursuant to which the Junior Subordinated Debentures are issued. "Initial Limited Partner" means Georgia Power LP Holdings Corp., a Georgia corporation. "Initial Preferred Limited Partners" means the Persons admitted as Limited Partners pursuant to Section 1.8(a) in connection with the initial issuance by the Partnership of Preferred Securities. "Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including, without limitation, its interest in the capital, profits, losses and distributions of the Partnership. "Junior Subordinated Debentures" means any series of debentures issued by Georgia Power under the Indenture. "Limited Partner" means any Person who is admitted to the Partnership as a limited partner of the Partnership pursuant to the terms of this Agreement, including the Preferred Security Holders and the Initial Limited Partner, in each such Person's capacity as a limited partner of the Partnership. "Liquidation Distribution" has the meaning set forth in the applicable Action relating to a series of Preferred Securities. "Liquidator" has the meaning set forth in Section 11.3. "Loss Carried Forward Amount" means, as of the first day of any month for any series of Preferred Securities, an amount equal 6 to the excess of (x) all Net Loss allocated to the Holders of such series of Preferred Securities from the date of issuance of such series of Preferred Securities through and including the day prior to the first day of such month pursuant to Section 4.1(b)(ii) over (y) the amount of Net Income allocated to the Holders of such series of Preferred Securities pursuant to Section 4.1(a)(ii) with respect to such period. "LP Certificate" means a certificate of partnership interest substantially in the form attached hereto as Annex A, evidencing the Preferred Securities held by a Limited Partner. "Majority in liquidation preference of the Preferred Securities" means Holder(s) of a series of Preferred Securities or, as the context may require, Holder(s) of more than one series of Preferred Securities voting as a class, who are the record owners of Preferred Securities whose liquidation preference (including the stated preference amount that would be paid on redemption or maturity, plus accrued and unpaid dividends, whether or not declared, to the date upon which the voting percentages are determined) represents more than 50% of the above stated liquidation preference of all Preferred Securities of such series or, as applicable, multiple series. "Net Income" and "Net Loss", respectively, for any period means the income and loss, respectively, of the Partnership for such period as determined in accordance with the method of accounting followed by the Partnership for federal income tax purposes, including, for all purposes, any income exempt from tax and any expenditures of the Partnership which are described in Code Section 705(a)(2)(B); provided, however, that any item allocated under Section 4.2 shall be excluded from the computation of Net Income and Net Loss. "Partners" means the General Partner and the Limited Partners, collectively, where no distinction is required by the context in which the term is used. "Partnership" means the limited partnership heretofore formed and continued under and pursuant to this Agreement. "Paying Agent" has the meaning set forth in Section 10.7. "Person" means any individual, corporation, limited liability company, association, partnership, trust or other entity. "Preferred Securities" means the limited partner interests in the Partnership described in Article VI. "Preferred Security Holder" has the meaning set forth in Section 10.3. 7 "Preferred Security Beneficial Owner" means, with respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). "Pricing Agreement" means a Pricing Agreement between the Partnership and Georgia Power relating to the issuance of the Preferred Securities. "Purchase Price" for any Preferred Security means the amount paid for such Preferred Security in the initial sale by the Partnership of such Preferred Security. "Securities Act" means the Securities Act of 1933, as amended. "66-2/3% in liquidation preference of the Preferred Securities" means Holder(s) of a series of Preferred Securities or, as the context may require, Holder(s) of more than one series of Preferred Securities voting as a class, who are the record owners of Preferred Securities whose liquidation preference (including the stated preference amount that would be paid on redemption or maturity, plus accrued and unpaid dividends, whether or not declared, to the date upon which the voting percentages are determined) represents more than 66-2/3% of the above stated liquidation preference of all Preferred Securities of such series or, as applicable, multiple series. "Special Representative" means a special representative of the Partnership and the Holders elected or appointed in accordance with the applicable Action relating to a series of Preferred Securities. "Tax Matters Partner" means the General Partner designated as such in Section 9.9 hereof. "10% in liquidation preference of the Preferred Securities" means Holders(s) of a series of Preferred Securities or, as the context may require, Holder(s) of more than one series of Preferred Securities voting as a class, who are the record owners of Preferred Securities whose liquidation preference (including the stated preference amount that would be paid on redemption or maturity, plus accrued and unpaid dividends, whether or not declared, to the date upon which the voting percentages are determined) represents more than 10% of the above stated liquidation preference of all Preferred Securities of such series or, as applicable, multiple series. 8 "Treasury Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "Trustee" means the Trustee under the Indenture. "Underwriting Agreement" means an Underwriting Agreement among the Partnership and the underwriters named therein relating to the issuance of the Preferred Securities. ARTICLE III CAPITAL CONTRIBUTIONS, REPRESENTATION OF PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS Section 3.1 Capital Contributions. (a) The General Partner has, prior to the date hereof, contributed an aggregate of $3.00 to the capital of the Partnership, which amount is equal to at least 3% of the total capital contributions to the Partnership, after taking into account the contribution of the Initial Limited Partner referred to in paragraph (b) of this Section 3.1. Subject to Section 4.1(c), the General Partner shall from time to time make such additional capital contributions as are necessary to maintain its Capital Account balance at least equal to 3% of the aggregate positive Capital Account balances of all Partners. (b) The Initial Limited Partner has, prior to the date hereof, contributed the amount of $97.00 to the capital of the Partnership which amount is being returned to the Initial Limited Partner. (c) With respect to each of the Initial Preferred Limited Partners, there shall be contributed to the capital of the Partnership the amount of the Purchase Price for the Preferred Securities acquired by it (such amount being such Person's capital contribution to the Partnership). (d) With respect to each Person (other than the Initial Preferred Limited Partners) who is issued a Preferred Security by the Partnership in connection with the initial issuance by the Partnership of such Preferred Security, there shall be contributed to the capital of the Partnership an amount equal to the Purchase Price for such Preferred Security (such amount being such Person's capital contribution to the Partnership). (e) No Limited Partner shall at any time be required to make any additional capital contributions to the Partnership. 9 Section 3.2 Preferred Security Holder's Interest Represented by Preferred Securities. A Preferred Security Holder's interest in the Partnership shall be represented by the Preferred Securities held by such Preferred Security Holder. Each Preferred Security Holder's respective Preferred Securities shall be set forth on the books and records of the Partnership. Each Preferred Security Holder hereby agrees that its interest in the Partnership and in its Preferred Securities shall for all purposes be personal property. No Preferred Security Holder shall have an interest in specific Partnership property. Section 3.3 Capital Accounts. An individual capital account (a "Capital Account") shall be established and maintained on the books of the Partnership for each Partner in compliance with Treasury Regulations sections 1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding sentence, each Capital Account will be credited with the capital contributions made and the profits allocated to such Partner (or predecessor in interest) and debited by the distributions made and losses allocated to such Partner (or predecessor in interest). Section 3.4 Interest on Capital Contributions. No Partner shall be entitled to interest on or with respect to any capital contribution to the Partnership. Section 3.5 Withdrawal and Return of Capital Contributions. No Partner shall be entitled to withdraw any part of such Partner's capital contribution to the Partnership or to receive any distributions from the Partnership, except as provided in this Agreement. ARTICLE IV ALLOCATIONS Section 4.1 Profits and Losses. Except as provided in Section 4.2, (a) the Partnership's Net Income for each calendar month shall be allocated as follows: (i) First, to the Holders of each series of Preferred Securities as of the record date in such calendar month for the payment of Dividends on such series of Preferred Securities in an amount equal to the excess of (x) all Dividends accrued on such series of Preferred Securities (in accordance with the Action creating such series) from their date of issuance through and including the close of such calendar month over (y) the amount of Net Income allocated to the Holders of such series of Preferred Securities pursuant to this Section 4.1(a)(i) in all prior 10 calendar months; provided, however, that (A) as to any series of Preferred Securities as to which Dividends are not cumulative, no Dividend shall be deemed to accrue until the Partnership has actually paid (or set aside money to pay) such Dividend and (B) Dividends as to Preferred Securities that are cumulative and are not payable at the end of each calendar month shall be deemed to accrue in a manner consistent with the Action creating such Preferred Securities. Amounts allocated to all Holders of any series of Preferred Securities shall be allocated among such Holders in proportion to the number of Preferred Securities of such series held by such Holders. (ii) Second, to the Holders of each series of Preferred Securities up to an amount equal to the Loss Car- ried Forward Amount for such series as of the first day of such month. Amounts allocated to all Holders of any series of Preferred Securities shall be allocated among such Holders in proportion to the number of Preferred Securities of such series held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Partnership's Net Loss for any calendar month shall be allocated as follows: (i) First, to the General Partner until the General Partner's Capital Account is reduced to zero; provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 3% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, to the Holders of each series of Preferred Securities in proportion to the aggregate Capital Account balances of the Holders of such series of Preferred Securities (calculated taking into account only contributions, distributions and allocations related to such series), until the Capital Account balances of such Holders are reduced to zero; provided, however, that the General Partner shall make appropriate adjustments in these allocations in accordance with Section 4.1(c) with respect to any Preferred Securities as to which Net Income has been allocated with respect to Dividends that accrued but were not paid. Amounts allocated to the Holders of any series of Preferred Securities shall be allocated among such Holders in proportion to the number of Preferred Securities of such series held by such Holders. 11 (iii) Any remaining Net Loss shall be allocated to the General Partner. (c) Notwithstanding the provisions of subsections (a) and (b) of this Section 4.1, upon a dissolution and liquidation of the Partnership, the General Partner shall allocate such Net Income and Net Loss to the Preferred Security Holders as it deems reasonably necessary so that to the extent possible the Preferred Security Holders' Capital Account balances immediately prior to their Liquidation Distributions are equal to their Liquidation Distributions as provided in the Action establishing such series of Preferred Securities; provided, however, that no allocation pursuant to this Section 4.1(c) may result in the General Partner being required to make any capital contributions pursuant to Section 3.1. Section 4.2 Other Allocation Provisions. (a) For purposes of determining the profits, losses or any other items allocable to any period, profits, losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the General Partner using any method that is permissible under section 704 of the Code and the Treasury Regulations. (b) The Partners are aware of the income tax conse- quences of the allocations made by this Article IV and hereby agree to be bound by the provisions of this Article IV in reporting their shares of Partnership income and loss for income tax purposes. (c) Notwithstanding anything to the contrary that may be expressed or implied in this Article IV, the interest of the General Partner in each item of income, gain, loss, deduction and credit will be equal to at least (i) at any time that aggregate capital contributions to the Partnership are equal to or less than $50,000,000, 1% of each such item and (ii) at any time that aggregate capital contributions to the Partnership are greater than $50,000,000, 1%, multiplied by a fraction (not exceeding one and not less than 0.2), the numerator of which is $50,000,000 and the denominator of which is the lesser of the aggregate Capital Account balances of the Capital Accounts of all Partners at such time and the aggregate capital contributions to the Partnership of all Partners at such time, of such item. (d) (i) If during any taxable year, a Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii) (d)(4), (5) or (6), which causes or increases a deficit balance in the Partner's Adjusted Capital Account (as defined below), there shall be allocated to the Partner items of Partnership income and gain (consisting of a pro rata portion of each item of 12 Partnership income, including gross income and gain for such year) in an amount and manner sufficient to eliminate such deficit. The foregoing is intended to be a "qualified income offset" provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in all respects in accordance with that Regulation. A Partner's "Adjusted Capital Account" at any time shall equal the Partner's Capital Account at such time (x) increased by the sum of (A) the amount of the Partner's share of Partnership minimum gain (as defined in Treasury Regulations Sections 1.704- 2(g)(1) and (3)) and (B) the amount of the Partner's share of the minimum gain attributable to a "partner nonrecourse debt" (as defined in Treasury Regulations Section 1.704-2(i)(5)) and (y) decreased by reasonably expected adjustments, allocations and distributions described in Treasury Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), (5) and (6). (ii) While this Agreement does not provide certain provisions required by Treasury Regulations Sections 1.704-1(b) and 1.704-2 because those provisions apply to transactions that are not expected to occur, the Partners intend that the allocations under Section 4.1 conform to Treasury Regulations Sections 1.704-1(b) and 1.704-2 (including, without limitation, the minimum gain chargeback, chargeback of partner nonrecourse debt minimum gain and partner nonrecourse debt provisions of such Regulation), and the General Partner shall make such changes in the allocations under Section 4.1 as it believes are reasonably necessary to meet the requirements of such Treasury Regulations. (e) Solely for the purpose of adjusting the Capital Accounts of the Partners, and not for tax purposes, if any pro- perty is distributed in kind to any Partner, the difference between its fair market value and its book value at the time of distribution shall be treated as gain or loss recognized by the Partnership and allocated pursuant to the provisions of Section 4.1; provided, however, that Net Income and Net Loss allocated as a result of the distribution of any series of Junior Subordinated Debentures to the Holders of any series of Preferred Securities or to the General Partner (or both) shall be allocated to the Partner receiving the Junior Subordinated Debentures in proportion to the amount of Junior Subordinated Debentures distributed to them. For this purpose, the fair market value of any property shall be determined by the General Partner in its sole discretion; provided, however, that the value of any Junior Subordinated Debenture shall at all times be treated as equal to the value of any Preferred Security if the interest rate on and principal amount of the Junior Subordinated Debenture is the same as the Dividend payable on and the liquidation preference with respect to the Preferred Security. 13 (f) Notwithstanding the provisions of Section 4.1 hereof, to the extent that the General Partner makes any payment pursuant to Section 9.10, any deduction associated with such payment shall be specially allocated to the General Partner. Section 4.3 Allocations for Income Tax Purposes. The income, gains, losses, deductions and credits of the Partnership shall be allocated in the same manner as the items entering into the computation of Net Income and Net Loss were allocated under Sections 4.1 and 4.2; provided, however, that solely for federal, state and local income and franchise tax purposes and not for book or Capital Account purposes, income, gain, loss and deduction with respect to any property properly carried on the Partnership's books at a value other than the tax basis of such property shall be allocated in a manner determined in the General Partner's discretion, so as to take into account (consistently with Code Section 704(c) principles) the difference between such property's book value and its tax basis. Section 4.4 Withholding. The Partnership shall comply with withholding requirements under federal, state and local law and shall remit amounts withheld to and file required forms with applicable jurisdictions. To the extent that the Partnership is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Partner, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Partner. In the event of any claimed overwithholding, Partners shall be limited to an action against the applicable jurisdiction. If the amount withheld was not withheld from actual distributions, the Partnership may reduce subsequent distributions by the amount of such withholding. Each Partner agrees to furnish the Partnership with any representations and forms as shall reasonably be requested by the Partnership to assist it in determining the extent of, and in fulfilling, its withholding obligations. ARTICLE V DIVIDENDS Section 5.1 Dividends. Limited Partners shall receive periodic Dividends, if any, redemption payments and liquidation distributions in accordance with the applicable terms of the Preferred Securities. Subject to the rights of the Preferred Securities, all remaining cash shall be distributed to the General Partner at such time as the General Partner shall determine. Section 5.2 Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to any Partner on 14 account of its interest in the Partnership if such distribution would violate Section 17-607 of the Act or other applicable law. ARTICLE VI ISSUANCE OF PREFERRED SECURITIES Section 6.1 General Provisions Regarding Preferred Securities. (a) The aggregate number of Preferred Securities which the Partnership shall have authority to issue is unlimited. (b) The General Partner on behalf of the Partnership is authorized to issue from time to time limited partner inter- ests in the Partnership (the "Preferred Securities") in one or more series having such designations, rights, privileges, re- strictions, preferences and other terms and provisions as may from time to time be established in a written action or actions (each, an "Action") of the General Partner providing for the issue of such series. In connection with the foregoing, the General Partner is expressly authorized, prior to issuance, to set forth in an Action or Actions providing for the issue of such series, the following: (i) the distinctive designation of such series which shall distinguish it from other series; (ii) the number of Preferred Securities included in such series, which number may be increased or decreased from time to time unless otherwise provided by the General Partner in creating the series; (iii) the annual Dividend rate (or method of determining such rate) for Preferred Securities of such series and the date or dates upon which such Dividends shall be payable, provided, however, Dividends on any series of Preferred Securities shall be payable on a monthly basis to Holders of such series of Preferred Securities as of a record date in each month during which such series of Preferred Securities are outstanding; (iv) whether Dividends on the Preferred Securi- ties of such series shall be cumulative, and, in the case of Preferred Securities of any series having cumulative Dividend rights, the date or dates or method of determining the date or dates from which Dividends on the Preferred Securities of such series shall be cumulative; (v) the amount or amounts which shall be paid out of the assets of the Partnership to the Holders of the 15 Preferred Securities of such series upon voluntary or involuntary dissolution, winding up or termination of the Partnership; (vi) the price or prices at which, the period or periods within which, and the terms and conditions upon which, the Preferred Securities of such series may be redeemed or purchased, in whole or in part, at the option of the Partnership or the General Partner; (vii) the obligation, if any, of the Partnership to purchase or redeem Preferred Securities of such series and the price or prices at which, the period or periods within which, and the terms and conditions upon which, the Preferred Securities of such series shall be purchased or redeemed, in whole or in part, pursuant to such obligation; (viii) the voting rights, if any, of the Preferred Securities of such series in addition to those required by law, including the number of votes per Preferred Security and any requirement for the approval by the Holders of Preferred Securities, or of the Preferred Securities of one or more series, or of both, as a condition to specified action or amendments to this Agreement; and (ix) any other relative rights, powers, prefer- ences or limitations of the Preferred Securities of the series not inconsistent with this Agreement or with applicable law. (c) In connection with the foregoing and without limiting the generality thereof, the General Partner is hereby expressly authorized, without the vote or approval of any Limited Partner, including any Preferred Security Holder, (i) to take any Action to create under the provisions of this Agreement a series of Preferred Securities that was not previously outstanding and (ii) to admit Preferred Security Holders as limited partners of the Partnership. Without the vote or approval of any Limited Partner, including any Preferred Security Holder, the General Partner may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with the issue from time to time of Preferred Securities in one or more series as shall be necessary, convenient or desirable to reflect the issue of such series. The General Partner shall do all things it deems to be appropriate or necessary to comply with the Act and is authorized and directed to do all things it deems to be necessary or permissible in connection with any future issuance, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any securities exchange. 16 (d) Any Action or Actions taken by the General Partner pursuant to the provisions of this Section 6.1 shall be deemed an amendment and supplement to and part of this Agreement. (e) The payment of Dividends and payments on dissolution of the Partnership or on redemption in respect of Preferred Securities shall be guaranteed by Georgia Power pursuant to and to the extent set forth in the Guarantee. The Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Preferred Security Holders. In the event of the appointment of a Special Representative to, among other things, enforce the Guarantee, the Special Representative may take possession of the Guarantee for such purpose. If no Special Representative has been appointed to enforce the Guarantee, the General Partner has the right to en- force the Guarantee on behalf of the Preferred Security Holders. The Holders of not less than a majority in liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of the Guarantee including the giving of directions to the General Partner or the Special Representative, as the case may be. If the General Partner or the Special Representative fails to enforce the Guarantee as above provided, a Preferred Security Holder may institute a legal proceeding directly against the guarantor under the Guarantee to enforce its rights under the Guarantee, without first instituting a legal proceeding against the Partnership or any other Person. The Preferred Security Holders, by acceptance of such Preferred Securities, thereby agree to the subordination provisions and other terms of the Guarantee. (f) The proceeds received by the Partnership from the issuance of any series of Preferred Securities, together with the proceeds of any capital contribution of the General Partner made at the time of such issuance, shall be invested by the Partnership in Junior Subordinated Debentures with (A) an aggregate principal amount equal to such aggregate proceeds and (B) an interest rate equal to the Dividend rate of such series of Preferred Securities. (g) So long as any series of Junior Subordinated Debentures are held by the Partnership, the General Partner shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series, (ii) waive any past default which is waivable under Section 6.06 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures of such series shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture without, in each case, obtaining the prior approval of the Holders of at least 66-2/3% in liquidation 17 preference of all series of Preferred Securities who would be affected thereby if their Preferred Securities were to be exchanged for Junior Subordinated Debentures, acting as a single class; provided, however, that where a consent under the Indenture would require the consent of each holder of Junior Subordinated Debentures affected thereby, no such consent shall be given by the General Partner without the prior consent of each Holder of all series of Preferred Securities who would be affected thereby if its Preferred Securities were to be exchanged for Junior Subordinated Debentures. The General Partner shall not revoke any action previously authorized or approved by a vote of the Holders of any series of Preferred Securities who would be affected thereby if their Preferred Securities were to be exchanged for Junior Subordinated Debentures. The General Partner shall notify all Holders of any series of Preferred Securities of any notice of default received from the Trustee with respect to the related series of Junior Subordinated Debentures. (h) The Partnership may not issue any limited partner interests in the Partnership (including, without limitation, any series of Preferred Securities), unless such series of Preferred Securities ranks pari passu with each other series of Preferred Securities then outstanding as regards (A) participation in profits and Dividends of the Partnership and (B) participation in the assets of the Partnership. All Preferred Securities shall rank senior to the General Partner's Interest in respect of the right to receive Dividends and the right to receive payments out of the assets of the Partnership upon voluntary or involuntary dissolution, winding up or termination of the Partnership. All Preferred Securities redeemed, purchased or otherwise acquired by the Partnership (including Preferred Securities surrendered for conversion or exchange) shall be canceled. (i) No Holder of a Preferred Security shall be en- titled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional issue of Preferred Securities of any class whatsoever, or of securities convertible into any Preferred Securities of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a Dividend. ARTICLE VII BOOKS OF ACCOUNT, RECORDS AND REPORTS Section 7.1 Books and Records. (a) Proper and complete records and books of account of the Partnership shall be kept by the General Partner in which shall be entered fully and accurately all transactions and other matters relative to the Partnership's business as are usually entered into records and 18 books of account maintained by Persons engaged in businesses of a like character, including a Capital Account for each Partner. The books and records of the Partnership, together with a copy of this Agreement and a certified copy of the Certificate, shall at all times be maintained at the principal office of the Partnership and shall be open to the inspection and examination of any Limited Partner or its duly authorized representative for any purpose reasonably related to its Interest during reasonable business hours. (b) Notwithstanding any other provision of this Agreement, the General Partner may, to the maximum extent per- mitted by applicable law, keep confidential from the Partners any information which the General Partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business or which the Partnership is required by law or by an agreement with any Person to keep confidential. (c) Within three months after the close of each Fiscal Year, the General Partner shall transmit to each Partner, a statement indicating such Partner's share of each item of Part- nership income, gain, loss, deduction or credit for such Fiscal Year for federal income tax purposes. Section 7.2 Accounting Method. For both financial and tax reporting purposes and for purposes of determining profits and losses, the books and records of the Partnership shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership's business. ARTICLE VIII POWERS, RIGHTS AND DUTIES OF THE LIMITED PARTNERS Section 8.1 Limitations. The Limited Partners shall not participate in the management or control of the Partnership's business, property or other assets nor shall the Limited Partners transact any business for the Partnership, nor shall the Limited Partners have the power to act for or bind the Partnership, said powers being vested solely and exclusively in the General Partner. The Limited Partners shall have such rights as are set forth herein, including any Action, and as are set forth in the Guarantee and the Indenture. The Limited Partners shall have no interest in the properties or assets of the General Partner, or any equity therein, or in any proceeds of any sales thereof (which sales shall not be restricted in any respect), by virtue of acquiring or owning an Interest. 19 Section 8.2 Liability. Subject to the provisions of the Act, no Limited Partner shall be liable for the repayment, satisfaction or discharge of any debts or other obligations of the Partnership in excess of the Capital Account balance of such Limited Partner. Section 8.3 Priority. No Limited Partner shall have priority over any other Limited Partner as to Partnership allo- cations or distributions. ARTICLE IX POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER Section 9.1 Authority. Subject to the limitations provided in this Agreement, the General Partner shall have exclusive and complete authority and discretion to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. Any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no Person shall be required to inquire into the authority of the General Partner to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. Section 9.2 Powers and Duties of General Partner. Except as otherwise specifically provided herein, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (a) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (b) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights and interest under the Junior Subordinated Debentures; (c) to issue Preferred Securities, and series thereof, in accordance with this Agreement; (d) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Dividends and voting 20 rights, and to make determinations as to the payment of Dividends, and make all other required payments to Preferred Security Holders and to the General Partner as the Partnership's paying agent; (e) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (f) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (g) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (h) to take all action which may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged; (i) to take all action not inconsistent with appli- cable law, the Certificate or this Agreement as long as such action does not adversely affect the interests of the Preferred Security Holders, necessary to conduct its affairs and to operate the Partnership in such a way that the Partnership would not be deemed an "investment company" required to be registered under the Investment Company Act of 1940, as amended, or taxed as a corporation for federal income tax purposes and so that the Junior Subordinated Debentures will be treated as indebtedness of Georgia Power for federal income tax purposes; (j) to cause the Partnership to enter into and perform from time to time, on behalf of the Partnership, one or more Underwriting Agreements and one or more Pricing Agreements providing for the sale of Preferred Securities and to cause the Partnership to purchase the Junior Subordinated Debentures without any further act, vote or approval of any Partner; and (k) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary, desirable, convenient or incidental to the foregoing. Section 9.3 Liability. Except as expressly set forth in this Agreement, (a) the General Partner shall not be personally liable for the return of any portion of the capital contributions (or any return thereon) of the Limited Partners; (b) the return 21 of such capital contributions (or any return thereon) shall be made solely from assets of the Partnership; and (c) the General Partner shall not be required to pay to the Partnership or to any Limited Partner any deficit in any Limited Partner's Capital Account upon dissolution or otherwise. Section 9.4 Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Partnership or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Partnership and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement or by law except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such acts or omissions. (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Partners might properly be paid. Section 9.5 Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any other Covered Person, an Indemnified Person acting under this Agreement shall not be liable to the Partnership or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. (b) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Cov- ered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that an In- demnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Partnership or any Partner, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) 22 to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement an Indemnified Person is permitted or required to make a decision (i) in its "discre- tion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or any other Person, or (ii) in its "good faith" or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or by applicable law. Section 9.6 Indemnification. (a) To the fullest extent permitted by applicable law, the Partnership shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Partnership and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 9.6 shall be provided out of and to the extent of Partnership assets only, and no Covered Person shall have any personal liability on account thereof. (b) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 9.6(a). Section 9.7 Outside Businesses. Any Covered Person may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar 23 or dissimilar to the business of the Partnership, and the Partnership and the Partners shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom and the pursuit of any such venture, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper. No Covered Person shall be obligated to present any particular investment or other opportunity to the Partnership even if such opportunity is of a character that, if presented to the Partnership, could be taken by the Partnership, and any Covered Person shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Section 9.8 Limits on General Partner's Powers. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to (a) acquire any assets other than as expressly pro- vided herein; (b) possess Partnership property for other than a Partnership purpose; (c) admit a Person as a partner of the Partnership, except as expressly provided in this Agreement; (d) make any loans to the General Partner or its Affiliates, other than loans represented by the Junior Subordinated Debentures or other similar debt instruments of Georgia Power; (e) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (f) engage in any activity that is not consistent with the purposes of the Partnership, as set forth in Section 1.3; (g) confess a judgment against the Partnership; (h) without the written consent of 66-2/3% in liquidation preference of the outstanding Preferred Securities have an order for relief entered with respect to the Partnership or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of the Partnership's property, or make any assignment for the benefit of creditors of the Partnership; it being understood that nothing in this paragraph (h) is to 24 affect the ability of the Partnership to dissolve pursuant to this Agreement; or (i) subject to Section 1.3, borrow money or become liable for the borrowings of any third party or engage in any financial or other trade or business. Section 9.9 Tax Matters Partner. (a) For purposes of Code Section 6231(a)(7), the "Tax Matters Partner" shall be Georgia Power as long as it remains the general partner of the Partnership. The Tax Matters Partner shall keep the Limited Partners fully informed of any inquiry, examination or proceeding involving any taxing authority. (b) The General Partner shall not make an election in accordance with section 754 of the Code. (c) The General Partner and the Preferred Security Holders acknowledge that they intend, for United States federal income tax purposes, that the Partnership shall be treated as a partnership and that the General Partner and the Preferred Security Holders shall be treated as partners of the Partnership for such purposes. Section 9.10 Expenses. (a) The General Partner shall pay for all, and the Partnership shall not be obligated to pay, directly or indirectly, for any, costs and expenses of the Partnership (including, but not limited to, costs and expenses relating to the organization of, and offering of limited partner interests in, the Partnership and costs and expenses relating to the operation of the Partnership, including without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone and costs and expenses incurred in connection with the acquisition, financing, and disposition of Partnership assets). (b) The General Partner will pay any and all taxes (other than United States withholding taxes) and all liabilities, costs and expenses with respect to such taxes of the Partnership. ARTICLE X TRANSFERS OF INTERESTS BY PARTNERS Section 10.1 Transfer of Interests. (a) Preferred Securities shall be freely transferable by a Preferred Security Holder. 25 (b) The General Partner may not assign its interest in the Partnership in whole or in part under any circumstances except to a successor of Georgia Power as permitted under the Indenture. The admission of such successor as a general partner of the Partnership shall be effective upon the filing of an amendment to the Certificate with the Secretary of State of the State of Delaware which indicates that such successor has been admitted as a general partner in the Partnership. If the General Partner assigns its entire Interest to a successor of Georgia Power as permitted under the Indenture, the General Partner shall cease to be a general partner in the Partnership simultaneously with the admission of the successor as a general partner in the Partnership. Any such successor general partner in the Partnership is hereby authorized to and shall continue the business of the Partnership without dissolution. (c) No Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Agreement. Any transfer or purported transfer of any Interest not made in accordance with this Agreement shall be null and void. Section 10.2 Transfer of LP Certificates. The General Partner shall provide for the registration of LP Certificates and of transfers of LP Certificates. Upon surrender for registration of transfer of any LP Certificate, the General Partner shall cause one or more new LP Certificates to be issued in the name of the designated transferee or transferees. Every LP Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the General Partner duly executed by the Preferred Security Holder or such Holder's attorney duly authorized in writing. Each LP Certificate surrendered for registration of transfer shall be canceled by the General Partner. A transferee of an LP Certificate shall be admitted to the Partnership as a Limited Partner and shall be entitled to the rights and subject to the obligations of a Preferred Security Holder hereunder upon the receipt by such transferee of an LP Certificate. By acceptance of an LP Certificate, each transferee shall be deemed to have requested admission as a Limited Partner and to have agreed to be bound by this Agreement. The transferor of an LP Certificate, in whole, shall cease to be a Limited Partner at the time that the transferee of such LP Certificate is admitted to the Partnership as a Limited Partner in accordance with this Section 10.2. Section 10.3 Persons Deemed Preferred Security Holders. The Partnership may treat the Person in whose name any LP Certificate shall be registered on the books and records of the Partnership as the sole holder of such LP Certificate and of the Preferred Securities represented by such LP Certificate (the "Preferred Security Holder") for purposes of receiving Dividends and for all other purposes whatsoever and, accordingly, shall not be bound to 26 recognize any equitable or other claim to or interest in such LP Certificate or in the Preferred Securities represented by such LP Certificate on the part of any other Person, whether or not the Partnership shall have actual or other notice thereof. Section 10.4 Book Entry Interests. Unless otherwise specified in the Action with respect to any series of Preferred Securities, the LP Certificates, on original issuance, will be issued in the form of a global LP Certificate or LP Certificates representing the Book Entry Interests, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Partnership. Such LP Certificate or LP Certificates shall initially be registered on the books and records of the Partnership in the name of Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will receive a definitive LP Certificate representing such Preferred Security Beneficial Owner's interests in such LP Certificate, except as provided in Section 10.7. Unless and until definitive, fully registered LP Certificates (the "Definitive LP Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 10.7: (i) The provisions of this Section shall be in full force and effect; (ii) The Partnership and the General Partner shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the payment of Dividends on the LP Certificates and receiving approvals, votes or consents hereunder) as the Preferred Security Holder and the sole holder of the LP Certificates and shall have no obligation to the Preferred Security Beneficial Owners; (iii) To the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and (iv) The rights of the Preferred Security Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants. DTC will make book entry transfers among the Clearing Agency Participants and receive and transmit payments of Dividends on the LP Certificates to such Clearing Agency Participants. Section 10.5 Notices to Clearing Agency. Whenever a notice or other communication to the Preferred Security Holders is required under this Agreement, unless and until Definitive LP Certificates shall have been issued to the Preferred Security 27 Beneficial Owners pursuant to Section 10.7, the General Partner shall give all such notices and communications specified herein to be given to the Preferred Security Holders to the Clearing Agency, and shall have no obligations to the Preferred Security Beneficial Owners. Section 10.6 Appointment of Successor Clearing Agency. If any Clearing Agency elects to discontinue its services as securities depository with respect to the Preferred Securities, the General Partner may, in its sole discretion, appoint a successor Clearing Agency with respect to the Preferred Securities. Section 10.7 Definitive LP Certificates; Appointment of Paying Agent(s). If (i) a Clearing Agency elects to discontinue its services as securities depository with respect to the Preferred Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 10.6 or (ii) the Partnership elects to terminate the book entry system through the Clearing Agency, then (a) Definitive LP Certificates shall be prepared by the Partnership and (b) the General Partner shall authorize one or more Persons (each, a "Paying Agent") to pay Dividends, redemption payments or liquidation payments on behalf of the Partnership with respect to the Preferred Securities. Upon surrender of the global LP Certificate or LP Certificates representing the Book Entry Interests by the Clearing Agency, accompanied by registration instructions, the General Partner shall cause Definitive LP Certificates to be delivered to Preferred Security Beneficial Owners in accordance with the instructions of the Clearing Agency. Neither the General Partner nor the Partnership shall be liable for any delay in delivery of such instructions and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Any Person receiving a Definitive LP Certificate in accordance with this Article X shall be admitted to the Partnership as a Limited Partner upon receipt of such Definitive LP Certificate and shall be registered on the books and records of the Partnership as a Preferred Security Holder. The Clearing Agency or the nominee of the Clearing Agency, as the case may be, shall cease to be a Limited Partner under this Section 10.7 at the time that at least one additional Person is admitted to the Partnership as a Limited Partner in accordance with this Section 10.7. The Definitive LP Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the General Partner, as evidenced by its execution thereof. 28 ARTICLE XI WITHDRAWAL; DISSOLUTION; LIQUIDATION AND DISTRIBUTION OF ASSETS Section 11.1 Withdrawal of Partners. Subject to the further provisions of this Section 11.1 and except as provided in Article X, no Partner shall at any time withdraw from the Partnership. Any Partner withdrawing in contravention of this Section 11.1 shall indemnify, defend and hold harmless the Partnership and the other Partners from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Partnership or such other Partners arising out of or resulting from such withdrawal. No permitted transfer of all or any portion of a Partner's Interest in the Partnership in accordance with Article X shall constitute a withdrawal in violation of this Section 11.1. Further, the withdrawal of a Holder in connection with the redemption of its entire Interest in the Partnership, in accordance with the terms hereof or of an Action, shall not constitute a violation of this Section 11.1. Section 11.2 Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional or successor Partners in accordance with the terms of this Agreement. The death, withdrawal, bankruptcy or dissolution of a Limited Partner, or the occurrence of any other event which terminates the Interest of a Limited Partner in the Partnership, shall not, in and of itself, cause the Partnership to be dissolved and its affairs wound up. To the fullest extent permitted by applicable law, upon the occurrence of such event, the General Partner may, without any further act, vote or approval of any Partner, admit any Person to the Partnership as an additional or substitute limited partner in the Partnership, which admission shall be effective as of the date of the occur- rence of such event, and the business of the Partnership shall be continued without dissolution. (b) The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (i) the expiration of the term of the Partnership, as provided in Section 1.4 hereof; (ii) upon the bankruptcy of the General Partner; (iii) upon the assignment by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as a general partner of the Partnership in accordance with Section 10.1, or the filing of a certificate of dissolution or its equivalent with respect to the General Partner, or the revocation of 29 the General Partner's charter and the expiration of 90 days after the date of notice to the General Partner of revocation without a reinstatement of its charter, or any other event occurs (other than the bankruptcy of the General Partner) which causes the General Partner to cease to be a general partner of the Partnership under the Act, unless the business of the Partnership is continued in accordance with the Act (any remaining general partner of the Partnership is hereby authorized to and shall continue the business of the Partnership without dissolution); (iv) in accordance with any Action; (v) on the entry of a decree of judicial dissolution under Section 17-802 of the Act; or (vi) upon the written consent of all Partners. (c) Upon dissolution of the Partnership, the Liquidator (as defined below) shall promptly notify the Partners of such dissolution. Section 11.3 Liquidation. (a) In the event of the dissolution of the Partnership for any reason, the General Partner (or, if the Partnership is dissolved pursuant to Section 11.2(b)(ii) or (iii), then a liquidating trustee appointed by 66-2/3% in liquidation preference of the Preferred Securities (the General Partner or such Person so appointed is hereinafter referred to as the "Liquidator")) shall commence to wind up the affairs of the Partnership and to liquidate the Partnership's assets; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of liabilities to creditors so as to enable the Partners to minimize the normal losses attendant upon liquidation. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. Subject to the provisions of this Article XI, the Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (b) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and winding up of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents 30 necessary or desirable to effectuate the liquidation and winding up of the Partnership and the transfer of any assets. (c) Notwithstanding the foregoing, a Liquidator which is not the General Partner shall not, by virtue of acting in such capacity, be deemed a Partner in the Partnership or have any of the economic interests in the Partnership of a Partner; and such Liquidator may be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by a majority in liquidation preference of the Preferred Securities. Section 11.4 Distribution in Liquidation. Upon the winding up of the Partnership, the assets of the Partnership shall be distributed in the following order of priority: (i) to creditors of the Partnership, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof); (ii) to the Holders of each series of Preferred Securities in accordance with the terms of the Action establishing such series of Preferred Securities; and (iii) to the remaining Partners in proportion to such Partners' positive Capital Account balances. Section 11.5 Rights of Limited Partners. Each Limited Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and such Partner's capital contribution (including return thereof), and such Partner's share of profits or losses thereof, and shall have no recourse therefor (upon dissolution or otherwise) against the General Partner. No Partner shall have any right to demand or receive property other than cash upon dissolution and termination of the Partnership. Section 11.6 Termination. The Partnership shall terminate when all of the assets of the Partnership shall have been disposed of and the assets shall have been distributed as provided in Section 11.4, and the Liquidator has executed and caused to be filed a certificate of cancellation of the Cer- tificate. 31 ARTICLE XII AMENDMENTS AND MEETINGS Section 12.1 Amendments. Except as otherwise provided in this Agreement or by any applicable terms of any Action establishing a series of Preferred Securities, this Agreement may be amended by, and only by, a written instrument executed by the General Partner; provided, however, that (i) no amendment shall be made, and any such purported amendment shall be void and ineffective, to the extent the result thereof would be to cause the Partnership to be treated as anything other than a partnership for purposes of United States income taxation and (ii) any amendment which would adversely affect the rights, privileges or preferences of any series of Preferred Securities may be effected only as permitted by the terms of such series of Preferred Securities. Section 12.2 Amendment of Certificate. In the event this Agreement shall be amended pursuant to Section 12.1, the General Partner shall amend the Certificate to reflect such change if it deems such amendment of the Certificate to be necessary or appropriate. Section 12.3 Meetings of the Partners. (a) Meetings of the Limited Partners who are Holders of any series or, in the case of a class vote, of multiple series of Preferred Securities may be called at any time by the General Partner (or as provided in any Action establishing a series of Preferred Securities) to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting of Holders of any series or, in the case of a class vote, multiple series, if directed to do so by Holders of not less than 10% in liquidation preference of the Preferred Securities of that series. Such direction shall be given by delivering to the General Partner one or more calls in writing stating that the signing Limited Partners wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the LP Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in any such Action, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than 7 Business Days nor more than 60 days prior to the date of such meeting. Whenever a vote, consent or approval of Limited Part- ners is permitted or required under this Agreement, such vote, 32 consent or approval may be given at a meeting of Limited Part- ners. Further, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting at which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners entitled to vote who have not consented in writing. The General Partner may specify that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time specified by the General Partner. (c) Each Limited Partner may authorize any Person to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it. Except as otherwise provided herein, in any Action or pursuant to Section 12.3(e), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (d) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (e) The General Partner, in its sole discretion, shall establish all other provisions relating to meetings of Limited Partners, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Limited Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote. ARTICLE XIII MISCELLANEOUS Section 13.1 Notices. All notices provided for in this Agreement shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows: 33 (a) if given to the Partnership, in care of the Gen- eral Partner at the Partnership's mailing address set forth below: Georgia Power Capital, L.P. c/o Georgia Power Company 333 Piedmont Avenue, N.E. Atlanta, Georgia 30308 Attention: Corporate Secretary with a copy to: Southern Company Services, Inc. 64 Perimeter Center East Atlanta, Georgia 30346 Attention: Corporate Finance Department (b) if given to the General Partner, at its mailing address set forth below: Georgia Power Company 333 Piedmont Avenue, N.E. Atlanta, Georgia 30308 Attention: Corporate Secretary with a copy to: Southern Company Services, Inc. 64 Perimeter Center East Atlanta, Georgia 30346 Attention: Corporate Finance Department (c) if given to any other Partner, at the address set forth on the books and records of the Partnership. All such notices shall be deemed to have been given, in the case of the Partnership or the General Partner, when received, or in the case of any other Partner, when delivered in person, telecopied with receipt confirmed or mailed by registered or certified mail. Section 13.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties. It supersedes any prior agreement or understandings among them, and it may not be modified or amended in any manner other than as set forth herein. Section 13.3 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 34 Section 13.4 Effect. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representa- tives, successors and assigns. Section 13.5 Pronouns and Number. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter. Section 13.6 Captions and Headings. Captions and headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof. Section 13.7 Partial Enforceability. If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby. Section 13.8 Counterparts. This Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signature of each of the Partners to one of such counterpart signature pages. All of such counterpart signatures pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. Section 13.9 Waiver of Partition. Each Partner hereby irrevocably waives any and all rights (if any) that such Partner may have to maintain any action for partition of any of the Partnership's property. Section 13.10 Remedies. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 35 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above stated. General Partner: GEORGIA POWER COMPANY, a Georgia corporation By: _______________________________ Name: Warren Y. Jobe Title: Executive Vice President Initial Limited Partner: GEORGIA POWER LP HOLDINGS CORP., a Georgia corporation By: _______________________________ Name: Warren Y. Jobe Title: President 36 Annex A Certificate Number Number of Preferred Securities R-1 CUSIP NO. Certificate Evidencing Preferred Securities of Georgia Power Capital, L.P. ______ Preferred Securities, Series __ (liquidation preference $___ per Preferred Security) Georgia Power Capital, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), hereby certifies that ________________ (the "Holder") is the registered owner of ____________ (______) preferred securities of the Partnership representing limited partner interests in the Partnership of a series designated the ______ Preferred Securities, Series __ (liquidation preference $___ per Preferred Security) (the "Series __ Preferred Securities"). The Series __ Preferred Securities are fully paid and nonassessable limited partner interests in the Partnership, as to which the limited partners of the Partnership who hold the Series __ Preferred Securities (the "Preferred Security Holders"), in their capaci- ties as limited partners of the Partnership, will, assuming such Preferred Security Holders do not participate in the control of the business of the Partnership, have no liability in excess of their obligations to make payments provided for in the Limited Partnership Agreement (as defined below) and their share of the Partnership's assets and undistributed profits (subject to the obligation of a Preferred Security Holder to repay any funds wrongfully distributed to it) and are transferable on the books and records of the Partnership, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series __ Preferred Securities are set forth in, and this certificate and the Series __ Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of ___________, 1994, as the same may be amended from time to time (the "Limited Partnership Agreement") including the Action of the General Partner dated ___________________ taken pursuant thereto authorizing the issuance of the Series __ Preferred Securities and determining the designations, rights, privileges, restrictions, preferences and other terms and provisions regarding Dividends, voting, return of capital and otherwise, and other matters relating to the Series ____ Preferred Securities. Capitalized terms used herein but not defined shall have the meaning given them in the Limited Partnership Agreement or the Action. The Holder is entitled to the benefits of the Guarantee Agreement of Georgia Power Company, a Georgia corporation ("Georgia Power"), dated as of ___________, 1994 (the "Guarantee") to the extent provided therein. The Partnership will furnish a copy of the Limited Partnership Agreement, the Action and the Guarantee to the Holder without charge upon written request to the Partnership at its principal place of business or registered office. Upon receipt of this certificate, the Holder is admitted to the Partnership as a Limited Partner, is bound by the Limited Partnership Agreement and is entitled to the benefits thereunder. IN WITNESS WHEREOF, the Partnership has executed this certificate this day of ______________, 199__. GEORGIA POWER CAPITAL, L.P. By: GEORGIA POWER COMPANY, its General Partner By: _______________________________ Name:__________________________ Title:_________________________ (HartlandTJ)\71567\75519\amended2.lpa EX-99 22 EXHIBIT B-57 Exhibit B-57 Action of General Partner of Georgia Power Capital, L.P. Creating the 9% Cumulative Monthly Income Preferred Securities, Series A Pursuant to Section 6.1 of the Amended and Restated Agreement of Limited Partnership of Georgia Power Capital, L.P. dated as of December 1, 1994 (as amended from time to time, the "Partnership Agreement"), Georgia Power Company, a Georgia corporation, as general partner (the "General Partner") of Georgia Power Capital, L.P., a Delaware limited partnership (the "Partnership"), desiring to state the designations, rights, privileges, restrictions, preferences and other terms and provisions of a new series of Preferred Securities, hereby authorizes and establishes such new series of Preferred Securities according to the following terms and conditions (each capitalized term used but not defined herein having the meaning set forth in the Partnership Agreement): 1. Designation and Number. Four million (4,000,000) Preferred Securities of the Partnership, with an aggregate liquidation preference of $100 million ($100,000,000) and a liquidation preference of $25 per Preferred Security, are hereby designated as "9% Cumulative Monthly Income Preferred Securities, Series A" (hereinafter called the "Series A Preferred Securi- ties"). The LP Certificates evidencing the Series A Preferred Securities shall be substantially in the form attached hereto as Exhibit A. The proceeds of the Series A Preferred Securities shall be loaned to the General Partner in return for 9% Junior Subordinated Deferrable Interest Debentures, Series A (the "Series A Junior Subordinated Debentures") in an aggregate principal amount equal to the aggregate liquidation preference of the Series A Preferred Securities, bearing interest at an annual rate equal to the annual Dividend rate on the Series A Preferred Securities and having certain payment and redemption provisions which correspond to the payment and redemption provisions of the Series A Preferred Securities. 2. Dividends. (a) Dividends payable on each Series A Preferred Security will be fixed at a rate per annum of 9% of the stated liquidation preference of $25 per Series A Preferred Security. Dividends in arrears for more than one month will bear interest monthly thereon at the rate per annum of 9% thereof. The term "Dividends" as used herein includes any such interest payable unless otherwise stated. The amount of Dividends payable for any period will be computed for any full monthly Dividend period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full monthly Dividend period for which Dividends are computed, Dividends will be computed on the basis of the actual number of days elapsed in such period. (b) Dividends on the Series A Preferred Securities will be cumulative, will accrue from the date of initial issuance and will be payable monthly in arrears, on the last day of each calendar month of each year, commencing December 30, 1994, when, as and if available and determined to be so payable by the General Partner, except as otherwise described below. Georgia Power Company has the right under the indenture for the Series A Junior Subordinated Debentures (the "Indenture") to extend the interest payment period from time to time on the Series A Junior Subordinated Debentures to a period not exceeding 60 consecutive months (each an "Extension Period") and, as a consequence, monthly Dividends on the Series A Preferred Securities would be deferred (but would continue to accrue with interest thereon) by the Partnership during any such Extension Period. Prior to the termination of any such Extension Period, Georgia Power Company may further extend such Extension Period, provided that such Extension Period together with all such previous and further extensions thereof may not exceed 60 consecutive months. Upon the termination of any Extension Period and the payment of all amounts then due, Georgia Power Company may select a new Extension Period, subject to the above requirements. (c) Dividends on the Series A Preferred Securities must be paid on the date such Dividends are payable to the extent that the Partnership has, on the date such Dividends are payable, (x) funds legally available for the payment of such Dividends and (y) cash on hand sufficient to permit such payments. Dividends on the Series A Preferred Securities will be payable to the Holders thereof as they appear on the books and records of the Partnership on the relevant record dates, which, as long as the Series A Preferred Securities remain in book-entry-only form, will be one Business Day prior to the relevant payment dates. Subject to any applicable laws and regulations and the provisions of the Partnership Agreement, each such payment will be made as described under the heading "Description of the Series A Preferred Securities--Book-Entry-Only Issuance - The Depository Trust Company" in the prospectus for the Series A Preferred Securities. In the event the Series A Preferred Securities shall not continue to remain in book-entry-only form, the General Partner shall have the right to select relevant record dates, which shall be more than one Business Day prior to the relevant payment dates. In the event that any date on which Dividends are payable on the Series A Preferred Securities is not a Business Day, then payment of the Dividend payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next -2- succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. 3. Certain Restrictions on the Partnership. If Dividends have not been paid in full on the Series A Preferred Securities, the Partnership shall not: (i) declare, pay, or set aside for payment, any Div- idends on any other series of Preferred Securities, unless the amounts of any Dividends declared and paid on any other series of Preferred Securities and on the Series A Preferred Securities are on a pro rata basis on the dates such Dividends are paid on such other series of Preferred Securities, so that (x) the aggregate amount of Dividends paid on the Series A Preferred Securities bears to the aggregate amount of Dividends paid on such other series of Preferred Securities the same ratio as (y) the aggregate of all accrued and unpaid Dividends in respect of the Series A Preferred Securities bears to the aggregate of all accrued and unpaid Dividends in respect of such other series of Preferred Securities; or (ii) redeem, purchase or otherwise acquire any other Preferred Securities; until, in each case, such time as all accrued and unpaid Divi- dends on the Series A Preferred Securities shall have been paid in full for all Dividend periods terminating on or prior to, in the case of clause (i), such payment and, in the case of clause (ii), the date of such redemption, purchase or acquisition. 4. Liquidation Distribution Upon Dissolution. In the event of any voluntary or involuntary dissolution, winding up or termination of the Partnership, the Holders of the Series A Preferred Securities at the time will be entitled to receive out of the assets of the Partnership available for distribution to Partners after satisfaction of liabilities of creditors as required by the Act, before any distribution of assets is made to the General Partner, but together with the Holders of every other series of Preferred Securities outstanding, an amount equal to, in the case of Holders of Series A Preferred Securities, the aggregate of the stated liquidation preference of $25 per Series A Preferred Security plus accrued and unpaid Dividends thereon to the date of payment (such amount being the "Liquidation Distribution"), unless, in connection with such dissolution, winding up or termination, Series A Junior Subordinated Debentures in an aggregate principal amount equal to the stated -3- liquidation preference of such Series A Preferred Securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Dividends on such Series A Preferred Securities, shall be distributed on a pro rata basis to the Holders of the Series A Preferred Securities. If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Partnership has insufficient assets available to pay in full the aggregate Liquidation Distribution and the aggregate maximum liquidation distributions on any other series of Preferred Securities, then the amounts payable directly by the Partnership on the Series A Preferred Securities and on such other series of Preferred Securities shall be paid in cash or in kind on a pro rata basis, so that (x) the aggregate amount paid in respect of the Liq- uidation Distribution bears to the aggregate amount paid as liquidation distributions on the other series of Preferred Securities the same ratio as (y) the aggregate Liquidation Distribution bears to the aggregate maximum liquidation distributions on the other series of Preferred Securities. 5. Redemption. (a) The Series A Preferred Securities shall be redeemable, at the option of the Partnership in whole or in part from time to time, on or after December 19, 1999, upon not less than 30 nor more than 60 days' notice, at a redemption price of $25 per Series A Preferred Security plus an amount equal to accrued and unpaid Dividends thereon to the date fixed for redemption, payable in cash (the "Redemption Price"). In the event that fewer than all the outstanding Series A Preferred Securities are to be so redeemed, the Series A Preferred Securities to be redeemed will be selected as described in Section 5(e)(ii) below. If a partial redemption would result in the delisting of the Series A Preferred Securities by any national securities exchange or other organization on which the Series A Preferred Securities are then listed, the Partnership may only redeem the Series A Preferred Securities in whole. (b) If at any time Georgia Power Company (1) pays at maturity or (2) redeems Series A Junior Subordinated Debentures, the proceeds from such payment or redemption of such Series A Junior Subordinated Debentures shall be applied to redeem Series A Preferred Securities at the Redemption Price upon not less than 30 nor more than 60 days' notice. (c) If a Tax Event or an Investment Company Event (each as hereinafter defined, and each a "Special Event") shall occur and be continuing, the General Partner shall elect to either (x) cause the Partnership to redeem the Series A Preferred Securities in whole (and not in part), upon not less than 30 or -4- more than 60 days' notice at the Redemption Price, within 90 days following the occurrence of such Special Event; provided that, if and as long as at the time there is available to the General Partner the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that has no adverse effect on the Partnership or Georgia Power Company, the General Partner will pursue such measure in lieu of redemption, or (y) dissolve the Partnership and, after satisfaction of creditors as required by the Act, cause Series A Junior Subordinated Debentures to be distributed to the Holders of the Series A Preferred Securities in liquidation of the Partnership, within 90 days following the occurrence of such Special Event. In the case of a Tax Event, the General Partner may, as an alternative to electing to redeem the Series A Preferred Securities or dissolving the Partnership, elect to cause the Series A Preferred Securities to remain outstanding. "Tax Event" means that the General Partner shall have obtained an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) any amendment to, or change in, an interpretation or application of any such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination), (c) any interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the theretofore generally accepted position or (d) any action taken by any governmental agency or regulatory authority, which amendment or change is enacted, promulgated, issued or effective or which interpretation or pronouncement is issued or announced or which action is taken, in each case on or after the date of this Action, there is more than an insubstantial risk that (i) the Partnership is subject to federal income tax with respect to interest accrued or received on the Series A Junior Subordinated Debentures, (ii) the Part- nership is subject to more than a de minimis amount of taxes, duties or other governmental charges, or (iii) interest payable by Georgia Power Company to the Partnership on the Series A Junior Subordinated Debentures will not be deductible by Georgia Power Company for federal income tax purposes. "Investment Company Event" means the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a "Change in 1940 Act Law") to the effect that the Partnership is or will be considered an -5- "investment company" which is required to be registered under the Investment Company Act of 1940, as amended (the "1940 Act"), which Change in 1940 Act Law becomes effective on or after the date of this Action; provided that no Investment Company Event shall be deemed to have occurred if the General Partner obtains a written opinion of nationally recognized independent counsel to the Partnership experienced in practice under the 1940 Act to the effect that the General Partner has successfully issued an additional or supplemental irrevocable and unconditional guarantee or taken such other actions as may be necessary so that, in the opinion of such counsel, notwithstanding such Change in 1940 Act Law, the Partnership is not required to be registered as an "investment company" within the meaning of the 1940 Act. In case of any uncertainty regarding an Investment Company Event, the good faith determination of the General Partner (based on the advice of counsel) shall be conclusive. After the date fixed for any distribution of Series A Junior Subordinated Debentures, upon dissolution of the Partnership, (i) the Series A Preferred Securities will no longer be deemed to be outstanding, (ii) The Depository Trust Company (the "Depository") or its nominee, as the record Holder of the Series A Preferred Securities, will receive a registered global certificate or certificates representing the Series A Junior Subordinated Debentures to be delivered upon such distribution and (iii) any certificates representing Series A Preferred Securities not held by the Depository or its nominee will be deemed to represent Series A Junior Subordinated Debentures having a principal amount equal to the stated liquidation preference of such Series A Preferred Securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Dividends on such Series A Preferred Securities until such certificates are presented to Georgia Power Company or its agent for transfer or reissuance. (d) The Partnership may not redeem fewer than all the outstanding Series A Preferred Securities unless all accrued and unpaid Dividends have been paid on all Series A Preferred Securities for all monthly Dividend periods terminating on or prior to the date of redemption. (e) Redemption or Exchange Procedures. (i) Notice of any redemption (a "Notice of Redemption") of, or notice of distribution of Series A Junior Subordinated Debentures in exchange for, the Series A Preferred Securities will be given by the Partnership by mail to each Holder of Series A Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days prior to the date fixed for redemption or exchange thereof; provided, that no such notice shall be required in the case of a redemption of Series A Preferred Securities resulting from payment at maturity of the Series A Junior Subordinated Debentures as contemplated in paragraph 5(b)(1) above, the -6- redemption date for the Series A Preferred Securities being the same as such maturity date in such case. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this paragraph (e)(i), a Notice of Redemption or notice of distribution shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders of Series A Preferred Securities. Each Notice of Redemption or notice of distribution shall be addressed to the Holders of Series A Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Notice of Redemption or notice of distribution or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder. (ii) In the event that fewer than all the outstanding Series A Preferred Securities are to be redeemed, the Series A Preferred Securities to be redeemed will be selected in accordance with paragraph (e)(iv) below or, in the event that Series A Preferred Securities are not held by the Depository, by lot or in such other manner as the General Partner shall deem fair or appropriate. (iii) If the Partnership gives a Notice of Redemption in respect of Series A Preferred Securities (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the redemption date, the Partnership will deposit irrevocably with the Depository funds sufficient to pay the applicable Redemption Price and will give the Depository irrevocable instructions and authority to pay the Redemption Price to the Holders of the Series A Preferred Securities. If Notice of Redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders of such Series A Preferred Securities so called for redemption will cease, except the right of the Holders of such Series A Preferred Securities to receive the Redemption Price, but without interest on such Redemption Price. Neither the General Partner nor the Partnership shall be required to register or cause to be registered the transfer of any Series A Preferred Securities which have been so called for redemption. In the event that any date fixed for redemption of Series A Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price in respect of Series A Preferred Securities is improperly withheld or refused and not paid either by the Partnership or by Georgia Power -7- Company pursuant to the Guarantee described in the Prospectus for the Series A Preferred Securities (the "Guarantee"), Dividends on such Series A Preferred Securities will continue to accrue, from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. (iv) Redemption or exchange notices shall be sent to the Depository or its nominee. If less than all of the Series A Preferred Securities are being redeemed, interests to be redeemed shall be determined in accordance with the Depository's practice which at the date hereof is to determine by lot the amount of the interest of each direct participant in such series to be redeemed. (v) Under the circumstances described in clause (y) of Section 5(c) above and as of the date fixed for distribution of Series A Junior Subordinated Debentures, any LP Certificates representing Series A Preferred Securities outstanding shall be deemed to represent the Series A Junior Subordinated Debentures to be distributed on such an exchange, and the Series A Preferred Securities will no longer be deemed outstanding and may be cancelled by the General Partner. The Series A Junior Subordinated Debentures distributed upon such an exchange shall have an aggregate principal amount equal to the aggregate liquidation preference of $25 per security of the Series A Preferred Securities so exchanged, and shall bear interest at a rate per annum equal to the annual Dividend rate on such Series A Preferred Securities from the last date on which Dividends on such Series A Preferred Securities were paid. (vi) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), Georgia Power Company or any of its subsidiaries, including the Partnership, may at any time and from time to time purchase outstanding Series A Preferred Securities by tender, in the open market or by private agreement. If the Partnership purchases and cancels any Series A Preferred Securities, the Series A Junior Subordinated Debentures may be repaid in a principal amount equal to the aggregate stated liquidation preference of the Series A Preferred Securities so purchased, together with any accrued and unpaid interest on such principal amount of Series A Junior Subordinated Debentures. 6. Voting Rights. (a) Except as provided under paragraph 6(b) below and as otherwise required by law and the Partnership Agreement, the Holders of the Series A Preferred Securities will have no voting rights. (b) If (i) arrearages on Dividends on the Series A Preferred Securities shall exist for 18 consecutive monthly Dividend periods; (ii) an Event of Default (as defined in the -8- Indenture) occurs and is continuing on the Series A Junior Subordinated Debentures; or (iii) Georgia Power Company is in default on any of its payment obligations under the Guarantee, then the Holders of the Series A Preferred Securities, together with the Holders of any other series of Preferred Securities having the right to vote for the appointment of a special representative of the Partnership and the Limited Partners (a "Special Representative"), in such event, acting as a single class, will be entitled by the vote of a majority in aggregate liquidation preference of such Holders to appoint and authorize a Special Representative to enforce the Partnership's creditor rights under the Series A Junior Subordinated Debentures, to enforce the rights of the Holders of the Series A Preferred Securities under the Guarantee and to enforce the rights of the Holders of the Series A Preferred Securities to receive Dividends on the Series A Preferred Securities. The Special Representative shall not, by virtue of acting in such capacity, be admitted as a general partner in the Partnership or otherwise be deemed to be a general partner in the Partnership and shall have no liability for the debts, obligations or liabilities of the Partnership. Not later than 30 days after such right to appoint a Special Representative arises, the General Partner will convene a meeting for the purpose of appointing a Special Representative. If the General Partner fails to convene such meeting within such 30-day period, the Holders of 10% in liquidation preference of the outstanding Preferred Securities will be entitled to convene such meeting. The provisions of the Partnership Agreement relating to the convening and conduct of the meetings of the Partners will apply with respect to any such meeting. In the event that, at any such meeting, Holders of less than a majority in aggregate liquidation preference of Preferred Securities entitled to vote for the appointment of a Special Representative vote for such appointment, no Special Representative shall be appointed. Any Special Representative appointed shall cease to be a special representative of the Partnership and the Limited Partners if the Partnership (or Georgia Power Company pursuant to the Guarantee) shall have paid in full all accrued and unpaid Dividends on the Preferred Securities or such default or breach, as the case may be, shall have been cured, and the General Partner shall continue the business of the Partnership without dissolution. Notwithstanding the appointment of any such Special Representative, Georgia Power Company shall continue as General Partner and shall retain all rights under the Indenture, including the right to extend the interest payment period. In furtherance of the foregoing, and without limiting the powers of any Special Representative so appointed and for the avoidance of any doubt concerning the powers of the Special Representative, any Special Representative, in its own name, in the name of the Partnership, in the name of the Limited Partners, or otherwise, may institute or cause to be instituted a proceeding, including, without limitation, any suit in equity, an -9- action at law or other judicial or administrative proceeding, to enforce the Partnership's rights directly against Georgia Power Company or any other obligor in connection with such obligations to the same extent as the Partnership and on behalf of the Partnership, and may prosecute such proceeding to judgment or final decree, and enforce the same against Georgia Power Company, or any other obligor in connection with such obligations. If any proposed amendment to the Partnership Agreement provides for, or the General Partner otherwise proposes to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Series A Preferred Securities, whether by way of amendment to the Partnership Agreement or otherwise (including, without limitation, the authorization or issuance of any limited partner interests in the Partnership ranking, as to participation in the profits or Dividends or in the assets of the Partnership, senior to the Series A Preferred Securities), or (ii) the dissolution, winding up or termination of the Partnership, other than (x) in connection with the distribution of Series A Junior Subordinated Debentures upon the occurrence of a Special Event or (y) as described in paragraph 8 below, then the Holders of outstanding Series A Preferred Securities will be entitled to vote on such amendment or proposal of the General Partner (but not on any other amendment or proposal) as a class with all other Holders of series of Preferred Securities similarly affected, and such amendment or proposal shall not be effective except with the approval of the Holders of 66-2/3% in liquidation preference of such outstanding Preferred Securities having a right to vote on the matter; provided, however, that no such approval shall be required if the dissolution, winding up or termination of the Partnership is proposed or initiated upon the initiation of proceedings, or after proceedings have been initiated, for the dissolution, winding up, liquidation or termination of Georgia Power Company. The rights attached to the Series A Preferred Securities will be deemed not to be adversely affected by the creation or issue of, and no vote will be required for the creation or issue of, any further limited partner interests of the Partnership ranking pari passu with the Series A Preferred Securities with regard to participation in the profits or Dividends or in the assets of the Partnership. Holders of Series A Preferred Securities have no preemptive rights. So long as any Series A Junior Subordinated Debentures are held by the Partnership, the General Partner shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series, (ii) waive any past default that is waivable under Section 6.06 of the Indenture, (iii) exercise any right to rescind or annul a -10- declaration that the principal of all the Series A Junior Subordinated Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Series A Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least 66-2/3% in liquidation preference of all series of Preferred Securities who would be affected thereby if their Preferred Securities were to be exchanged for Junior Subordinated Debentures, acting as a single class; provided, however, that where a consent under the Indenture would require the consent of each Holder affected thereby, no such consent shall be given by the General Partner without the prior consent of each Holder of all series of Preferred Securities who would be affected thereby if its Preferred Securities were to be exchanged for Junior Subordinated Debentures. The General Partner shall not revoke any action previously authorized or approved by a vote of the Holders of any series of Preferred Securities who would be affected thereby if their Preferred Securities were to be exchanged for Junior Subordinated Debentures. The General Partner shall notify all Holders of the Series A Preferred Securities of any notice of default received from the Trustee under the Indenture with respect to the Series A Junior Subordinated Debentures. Any required approval of Holders of Series A Preferred Securities may be given at a separate meeting of Holders of Preferred Securities convened for such purpose, at a meeting of all of the Partners in the Partnership or pursuant to written consent. The Partnership will cause a notice of any meeting at which Holders of Series A Preferred Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Series A Preferred Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. No vote or consent of the Holders of Series A Preferred Securities will be required for the Partnership to redeem and cancel Series A Preferred Securities in accordance with the Partnership Agreement. Notwithstanding that Holders of Series A Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Series A Preferred Securities and any other series of Preferred Securities that are entitled to vote or consent with such Series A Preferred Securities as a single class at such time that are owned by Georgia Power Company or by any entity more than 50% of which is -11- owned by Georgia Power Company, either directly or indirectly, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding. Holders of the Series A Preferred Securities will have no rights to remove or replace the General Partner. 7. Ranking. So long as any Series A Preferred Securities are outstanding, the Partnership will not issue any partnership interests ranking, as to participation in the profits or Dividends or in the assets of the Partnership, senior to the Series A Preferred Securities. 8. Mergers, Consolidations or Amalgamations. The Partnership may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any corporation or other body, except as described below. The Partnership may, without the consent of the Holders of the Series A Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by a limited partnership, limited liability company or trust organized as such under the laws of any state of the United States of America provided that (i) such successor entity either (x) expressly assumes all of the obligations of the Partnership under the Series A Preferred Securities or (y) substitutes for the Series A Preferred Securities other securities having substantially the same terms as the Series A Preferred Securities (the "Successor Securities") so long as the Successor Securities rank, with respect to participation in the profits and Dividends, and in the assets, of the successor entity, at least as high as the Series A Preferred Securities rank with respect to participation in the profits and Dividends, and in the assets, of the Partnership, (ii) Georgia Power Company expressly acknowledges such successor entity as the Holder of the Series A Junior Subordinated Debentures, (iii) the Series A Preferred Securities or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Series A Preferred Securities are then listed, (iv) such merger, consolidation, amalgamation or replacement does not cause the Series A Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences and other special rights of the Holders of the Series A Preferred Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity), (vi) such successor entity has a purpose substantially identical to that of the Partnership, (vii) prior to such merger, consolidation, amalgamation or replacement, Georgia Power Company -12- has received an opinion of nationally recognized independent counsel to the Partnership experienced in such matters to the effect that (x) such successor entity will be treated as a partnership for federal income tax purposes, (y) following such merger, consolidation, amalgamation or replacement, Georgia Power Capital and such successor entity will be in compliance with the 1940 Act without registering thereunder as an investment company, and (z) such merger, consolidation, amalgamation or replacement will not adversely affect the limited liability of the Holders of the Series A Preferred Securities and (viii) Georgia Power Company guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. This written Action shall constitute an Action for purposes of the Partnership Agreement and shall be deemed for all purposes to be a part of the Partnership Agreement. -13- IN WITNESS WHEREOF, the undersigned has executed this Action of General Partner this 9th day of December, 1994. GEORGIA POWER COMPANY, GENERAL PARTNER By: Name: Warren Y. Jobe Title: Executive Vice President (Hartland) H:\wpdocs\71567\75519\gpcdel4.act -14- EX-99 23 EXHIBIT D-2 Exhibit D-2 INCOME TAX ALLOCATION AGREEMENT EIGHTEENTH AMENDMENT SEI Holdings V, Inc. was incorporated in 1993 and is wholly owned by The Southern Company. SEI Holdings V, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: SEI Holdings V, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT NINETEENTH AMENDMENT Southern Electric, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. Southern Electric, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: Southern Electric, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTIETH AMENDMENT SEI Holdings VII, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. SEI Holdings VII, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: SEI Holdings VII, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-FIRST AMENDMENT SEI Holdings VIII, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. SEI Holdings VIII, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: SEI Holdings VIII, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-SECOND AMENDMENT SEI Holdings IX, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. SEI Holdings IX, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: SEI Holdings IX, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-THIRD AMENDMENT SEI Holdings X, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. SEI Holdings X, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: SEI Holdings X, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-FOURTH AMENDMENT SEI Holdings XI, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. SEI Holdings XI, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: SEI Holdings XI, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-FIFTH AMENDMENT Southern Communications Services, Inc. was incorporated in 1993 and is wholly owned by The Southern Company. Southern Communications Services, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: Southern Communications Services, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-SIXTH AMENDMENT Mobile Energy Services Company, Inc. was incorporated in 1994 and is wholly owned by The Southern Company. Mobile Energy Services Company, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: Mobile Energy Services Company, Inc. _______________________ BY:__________________________ Secretary INCOME TAX ALLOCATION AGREEMENT TWENTY-SEVENTH AMENDMENT Georgia Power LP Holdings Corp. was incorporated in 1994 and is wholly owned by Georgia Power Company, a wholly owned subsidiary of The Southern Company. Georgia Power LP Holdings Corp. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1994 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the 22nd day of March, 1995. ATTEST: Georgia Power LP Holdings Corp. _______________________ BY:__________________________ Secretary EX-99 24 EXHIBIT E-2 Corporate Guideline SUBJECT NUMBER 3.12 ISSUE REVISION 07-01-87 06-30-94 EMPLOYEE DISASTER AND HARDSHIP ASSISTANCE PLAN This guideline outlines financial assistance available to employees for repair and restoration of tangible personal property and, in certain instances, for restoration or repair of real property improvements damaged, lost, or destroyed as a result of a condition deemed to be a disaster by the President of the Company. This plan is supplementary to insurance recovery. I. DEFINITION OF DISASTER A disaster is a relatively sudden event causing considerable damage, loss or destruction to tangible personal property and/or real property improvements and an event deemed to be a disaster by the President of the Company. An extreme financial hardship exists when sickness or injury of an employee or sickness, injury or death of a family member of an employee creates an urgent need for financial assistance that cannot otherwise be met through conventional means of credit and is deemed an extreme financial hardship by the President of the Company. II. TYPES OF ASSISTANCE AVAILABLE A. Phase One Disaster Assistance Loans Interest-free loans, as described herein, are offered for the purpose of repairing or replacing household furniture, furnishings, and appliances necessary for resumption of normal household activities in the employee's primary residence. B. Phase Two Disaster Assistance Loans Interest-free loans, as described herein, are offered for the purpose of assisting employees in repairing or restoring real property improvements to a primary residence owned by the employee or by the employee jointly with spouse or other immediate family member. C. Financial Hardship Assistance Loans Interest-free loans, as described herein, are offered for the purpose of assisting employees in meeting financial needs in extreme financial hardship situations resulting from sickness, injury or death. III. ELIGIBILITY A. Phase One Disaster Assistance Loans Eligibility for Phase One Disaster Assistance loans is limited to regular full-time employees who have suffered loss or major damage of household furniture, furnishings and appliances. These interest-free loans are for replacement or restoration in the amounts specified in this guideline. B. Phase Two Disaster Assistance Loans Eligibility for Phase Two loans is limited to regular full-time employees who have suffered loss of real property improvements used for or in connection with a dwelling, or substantial damage thereto, to the extent that they are not habitable, provided that on the date of the disaster, the dwelling was owned and occupied on that date by the employee and his or her family as the principal dwelling. These interest-free loans are for repairing or restoring such real property improvements, so that the dwelling becomes habitable in accordance with provisions, and subject to limitations hereinafter stated. C. Financial Hardship Assistance Loans Eligibility for Financial Hardship Assistance loans is limited to regular full-time employees who are in need of financial assistance as a result of an extreme financial hardship. IV. AMOUNT, TERMS AND CONDITIONS OF LOANS A. Phase One Disaster Assistance Loans Eligible employees may obtain Phase One Disaster Assistance loans in an amount not greater than $5,000 to be repaid in equal monthly installments by payroll deduction with a maximum payment period of up to 4 years. It is expected that employees will, except in exceptional circumstances, apply the proceeds of any insurance recovery, with respect to Phase One types of property, when received, to the reduction of the balance due on Phase One loans. B. Phase Two Disaster Assistance Loans Eligible employees may obtain Phase Two loans in an amount not greater than the lesser of one year's annual straight time salary or $20,000, provided the combination of loans under Phases One and Two do not exceed $20,000, subject to the following: 1. A loan is not greater than the amount that the employee's loss or damage exceeds the amount of insurance recovery on the affected premises. The degree of restoration of improvements does not exceed the approximate size and quality as of the date of the disaster. 2. Loans made under Phase Two (including loans combined under Phases One and Two) are repaid in monthly installments by means of a payroll deduction with a maximum payment period of up to 10 years. 3. For Phase Two loans, the employee furnishes an estimate of the cost, prepared by a reliable contractor or supplier, for repairing or restoring the damaged or destroyed structure to its approximate size or quality as of the date of the disaster, taking into account the benefit of salvage wherever possible, together with proof of the amount of any insurance recovery available to the employee. 4. In event of the employee's sale of the real property for which a Phase Two loan has been made, the Vice President-Finance may declare the balance of the loan then payable, in which event the balance will be payable by the employee forthwith. C. Application for Disaster Assistance loans under Phases One and Two must be made within three months of the date of the disaster or at such time as may be determined by the Vice President - Finance. D. An employee may apply for a Phase One Disaster Assistance loan, and thereafter within the time limit of availability and subject to the provisions of Section III.B of this guideline, for a Phase Two loan, in which event both loans will be combined into a Phase Two loan. E. Inspection of the damaged contents and/or dwelling may be made by a Company representative prior to approval of the loan. F. If loans granted under Phase One or Two are not used for the purposes stated in the application, the entire amount of such loan or loans will become immediately due and payable. G. Eligible employees may obtain a Financial Hardship Assistance loan in an amount not greater than $10,000 to be repaid in equal monthly installments by payroll deduction with a maximum payment period of up to 6 years. V. ADMINISTRATION This program is administered by the Vice President-Finance. Loans are issued only as a result of a condition or event deemed to be a disaster or an extreme financial hardship by the President of the Company. From time to time, an assessment of the program will be made by executive management to determine whether or not the program, or certain features of the program, will be continued. VI. APPLICATIONS FOR LOANS To apply for assistance, an application is completed on a form supplied by the Finance Department, attaching such data and information as the Vice President-Finance may prescribe. Subject to approval of an application by the Vice President- Finance, or, in cases of Financial Hardship Assistance, approval by the President, the employee executes an Installment Promissory Note and Payroll Deduction Authorization. VII. EMPLOYEE TERMINATION PRIOR TO LOAN REPAYMENT The entire indebtedness of the Installment Promissory Note is due and collectible upon termination of active service. However, an employee terminating active service prior to repayment of the Installment Promissory Note may request renegotiation of the terms of the original agreement, which, if approved by the Vice President-Finance, would allow for continued installment payments. Renegotiation of the Installment Promissory Note and rate of interest to be computed on the remaining balance are at the sole discretion of the Vice President-Finance. VIII. RESPONSIBILITY The Vice President-Finance has sole discretion with respect to the amount of a loan to be granted in the event circumstances or facts indicate that the amount specified in an application should be reduced below the amount to which the employee, absent such facts or circumstances, might otherwise be entitled. Nothing in this guideline shall be construed as or shall operate as a commitment or obligation upon either the Company or the employee, with respect to tenure of employment. Loan Application, Installment Promissory Note, and Payroll Deduction Authorization forms may be requested from the office of the Vice President-Finance, General Office, Gulfport. /s/ David M.Ratcliffe President Corporate Guideline SUBJECT NUMBER 3.12.1 ISSUE REVISION 07-01-94 NEW EMPLOYEE RELOCATION ASSISTANCE: PROMISSORY NOTE PROVISION This guideline outlines financial assistance available to eligible employees who have relocated at the Company's request. I. DESCRIPTION The Promissory Note Provision of the Employee Relocation Assistance Program provides employee assistance in making a down payment on a new home before receipt of any equity on the sale of the old home. II. ELIGIBILITY All regular full-time employees being promoted into exempt positions or currently in exempt positions, that relocate at the Company's request, are eligible to participate. Employees who relocate at their own request are ineligible to participate. III. PROVISION An employee purchasing a home (as a residence) at a new location may receive upon request and completion of a loan application, together with supporting documentation of the new home purchase, a Company loan which will be a non-interest bearing note payable on demand. A loan under this provision is intended to provide the employee assistance in making a down payment on his/her new home before receipt of any equity on the sale of the old home. The loan cannot, therefore, exceed the lesser of: (a) The amount of equity in the employee's old home or (b) $9,999, provided the loan does not result in the total amount of all loans and guarantees to a particular employee to exceed $9,999 outstanding at the time of the loan request. In the event of a direct sale, the loan must be paid in full within ten days from the closing date of the sale of the old home or within 12 months from the effective date of the employees' assignment to the new location, whichever occurs first. In cases of assignment of the old home to Homequity Relocation Management Service, the loan must be immediately paid in full upon assignment. A note which is not repaid in full by its due date is subject to interest charges up to the maximum permitted under Section 75-17-1 of the Mississippi Code, as amended. IV. ADMINISTRATIVE RESPONSIBILITY The Promissory Note Provision is only one aspect of the Employee Relocation Assistance Program, which is designed to pay for the moving of certain personal property and household effects and to assist in the expenses involved in finding housing at the new location. Contact the Compensation section of the Human Resources Department for detailed information concerning the Employee Relocation Assistance Program. /s/ Don E. Mason Vice President - External Affairs and Corporate Services EX-99 25 EXHIBIT H EXHIBIT H
SEI Umbrella Companies THE SOUTHERN COMPANY Direct Subs of The Southern Company are reflected in All Caps SOUTHERN ELECTRIC INTERNATIONAL, INC. SEI HOLDINGS, INC. SOUTHERN ELECTRIC BAHAMAS HOLDINGS, LTD (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) | | | | | | SEI Operadora de Argentina, S.A. Asociados de Electricidad, S.A. Southern Electric Bahamas, Ltd. (99.99% - Southern Electric International, Inc.;. (99.99% - SEI Holdings, Inc.) (100% - Southern Electric Bahamas .01% - SEI HOLDINGS, Inc.) Holdings, Ltd.) | | | | SEI y Asociados de Argentina, S.A. Freeport Power Company Limited (14% - Asociados de Electricidad, (50% - Southern Electric Bahamas, Ltd.) S.A.; 80% SEI Holdings, Inc.) | | Hydroelectrica Alicura, S.A. (59% - SEI y Asociados de Argentina, S.A.)
SEI Umbrella Companies THE SOUTHERN COMPANY Direct Subs of The Southern Company are reflected in All Caps SOUTHERN ELECTRIC, INC. SEI HOLDINGS VIII, INC. SEI HOLDINGS IX, INC. (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) | | | | | | SEI Bahamas Argentina I, Inc. SEI Beteiligungs The Power Generation Company of Trinidad and Tobago (100% - Southern Electric, Inc.) (100% - SEI Holdings VIII, Inc.) Limited | (39% - SEI Holdings IX, Inc.) | SEI Inversora, S.A. (65% - SEI Bahamas Argentina, Inc.)
SEI Umbrella Companies THE SOUTHERN COMPANY Direct Subs of The Southern Company are reflected in All Caps ENERGIA DE NUEVO LEON, S.A. DE C.V. SEI HOLDINGS X, INC. SEI HOLDINGS XI, INC. (33 1/3% - The Southern Company) (100% - THE SOUTHERN COMPANY) (100% - THE SOUTHERN COMPANY) \ / \ / Southern Electric Brasil Participacoes, Ltda. (99% - SEI Holdings X, Inc.; 1% - SEI Holdings XI, Inc.)
SEI Umbrella Companies THE SOUTHERN COMPANY Direct Subs of The Southern Company are reflected in All Caps SOUTHERN ELECTRIC WHOLESALE GENERATORS, INC. (100% - THE SOUTHERN COMPANY) / | \ / | \ SEI Birchwood, Inc. Birchwood Development Corporation SEI Hawaiian Cogenerators, Inc. (100% - Southern Electric Wholesale (100% - Southern Electric Wholesale Generators, (100% - Southern Electric Wholesale Generators, Inc.) Generators, Inc.) | | | | Birchwood Power Partners, L.P. Kalaeloa Partners, L.P. (50% - SEI Birchwood, Inc.) (33 1/3% - SEI Hawaiian Cogenerators, Inc.)
SEI Umbrella Companies THE SOUTHERN COMPANY Direct Subs of The Southern Company are reflected in All Caps SEI HOLDINGS III, INC. (100% - THE SOUTHERN COMPANY) | | SEI Chile, S.A. (74.34% - SEI Holdings III, Inc.; 25.56% - Southern Electric Bahamas Holdings, Ltd.; .1% - SEI Holdings, Inc.) / \ / \ Inversiones SEI Chile Limitada Electrica SEI Chile Limitada (99% - SEI Chile, S.A.; 1% - SEI Holdings, Inc.) (99% - SEI Chile, S.A.; 1% - SEI Holdings III, Inc.) \ / \ / Empresa Electrica del Norte Grande, S.A. (Edelnor) (26.63% - Inversonias SEI Chile Limitada; 38.35% - Electrica SEI Chile Limitada)
SEI Umbrella Companies THE SOUTHERN COMPANY Direct Subs of The Southern Company are reflected in All Caps SEI HOLDINGS IV, INC. (100% - THE SOUTHERN COMPANY) / \ / \ Tesro Holding, B. V. SEI Bahamas Argentina II, Inc. (100% - SEI Holdings IV, Inc.) (100% - SEI Holdings IV, Inc.) -----END PRIVACY-ENHANCED MESSAGE-----