-----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, rPKQbkp3b2hMpdUirUoxgCNkeHvfcpCrN5uAFTVgEeRPYCIpBDRm9N09irW6kZeX WmUMr1P9j4S8HVxEgnWljw== 0000092122-95-000081.txt : 19950721 0000092122-95-000081.hdr.sgml : 19950721 ACCESSION NUMBER: 0000092122-95-000081 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950720 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08421 FILM NUMBER: 95554900 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 POS AMC 1 AMENDMENT NO. 5 (POST-EFFECTIVE NO. 3) File No. 70-8421 SECURITIES AND EXCHANGE COMMISSION Washington, D. C 20549 Amendment No. 5 (Post-Effective Amendment No. 3) FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY 64 Perimeter Center East Atlanta, Georgia 30346 (Name of company or companies filing this statement and addresses of principal executive offices) THE SOUTHERN COMPANY (Name of top registered holding company parent of each applicant or declarant) Tommy Chisholm, Secretary The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. Westbrook John D. McLanahan Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E. 64 Perimeter Center East Suite 5200 Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216 INFORMATION REQUIRED Post-Effective Amendment No. 1 (Amendment No. 3) to the Application or Declaration heretofore filed in this proceeding, as previously amended by Post-Effective Amendment No. 2 (Amendment No. 4), is hereby further amended as follows: 1. By restating Item 1.2, Proposed Modifications to 1994 Order, in its entirety, as follows: "1.2 Proposed Modifications to 1994 Order. Southern now requests a further order of the Commission modifying the 1994 Order in the following respects: First, Southern proposes that the authorization period be extended one year to the earlier of (i) December 31, 1997, and (ii) the effective date of any rule of general applicability adopted by the Commission that would exempt the issuance of securities by any Project Parent and the acquisition thereof by a registered holding company from the provisions of Sections 6, 7, 9, and 10 of the Act. Second, Southern requests authority to make direct or indirect investments in Project Parents in an aggregate amount which, when added to Southern's "aggregate investment" at any point in time in all EWGs, FUCOs, and Project Parents, does not exceed the greater of (x) $1.072 billion, and (y) the difference, at any point in time, between 50% of Southern's "consolidated retained earnings" and Southern's "aggregate investment," each as determined in accordance with Rule 53(a) (the "Rule 53 Limitation"). The current Rule 53 Limitation is based on Southern's "consolidated retained earnings" and "aggregate - 2 - investment" at March 31, 1995, as shown in Item 1.3, below, and is subject to reduction by the amount of any investment by Southern in all EWGs, FUCOs and Project Parents since March 31, 1995. In any case in which an investment by Southern in a Project Parent takes the form of a guaranty by Southern of a security of a Project Parent that is denominated in a currency other than U.S. dollars, the amount of such guaranty, for purposes of determining Southern's "aggregate investment," would be determined by converting the stated or face amount of the underlying security into U.S. dollars at currency exchange rates in effect at the time such guaranty is issued by Southern. Third, Southern seeks authority for Project Parents to issue debt securities to persons other than Southern (and with respect to which there is no recourse to Southern) evidencing borrowings in either U.S. dollars or foreign currencies. The aggregate principal amount of all such non-recourse debt securities at any time outstanding will not exceed $1 billion. For the purpose of this limitation, the principal amount of debt securities evidencing borrowings in currencies other than U.S. dollars would be determined using the currency exchange rates in effect at the time a Project Parent contracts to issue such debt." 2. By filing the following Exhibit listed in Item 6, Exhibits and Financial Statements: "Exhibit F-1 Opinion of Troutman Sanders LLP" - 3 - Except as specifically noted above, no other modifications to the terms, conditions, limitations and restrictions set forth in the 1994 Order are proposed herein." - 4 - SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. Dated: July 20, 1995 THE SOUTHERN COMPANY By:/s/Tommy Chisholm Tommy Chisholm, Secretary EX-99 2 EXHIBIT F-1 Exhibit F-1 Troutman Sanders LLP 600 Peachtree Street Suite 5200 Atlanta, Ga 30308 404-885-3000 July 20, 1995 Securities and Exchange Commission Washington, D.C. 20549 Re: The Southern Company - Post-Effective Amendment to Form U-1 Application or Declaration (File No. 70-8421) Ladies and Gentlemen: We are familiar with the statement on Form U-1 referred to above, as amended, and are furnishing this opinion with respect to the transactions proposed therein, which include (i) the acquisition by The Southern Company, a Delaware corporation ("Southern"), of the securities of one or more new subsidiaries (referred to as "Project Parents") organized exclusively for the purpose of acquiring and holding the securities of one or more "foreign utility companies" and "exempt wholesale generators," as those terms are defined under the Public Utility Holding Company Act of 1935 ("Act"), and (ii) the issuance by such Project Parents of debt and equity securities to Southern and third parties, the proceeds of which are to applied to investments in "foreign utility companies" and "exempt wholesale generators," subject, in each case, to the limitations, restrictions and conditions described in Holding Company Act Rel. No. 26096 (August 3, 1994) as proposed to be amended by said statement on Form U-1, as amended. We are of the opinion that Southern is, and, upon the incorporation thereof, each Project Parent will be, a validly organized and duly existing corporation under the laws of the state or foreign jurisdiction in which each such company is organized, and that, upon the issuance of your order or orders herein, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and your order or orders: (a) all state laws and laws of foreign jurisdictions applicable to the proposed transactions will have been complied with; Securities and Exchange Commission July 20, 1995 Page 2 (b) when certificates for the capital shares (or the equivalent thereof under applicable foreign law) of any Project Parent have been executed by such Project Parent, countersigned and registered by the transfer agent and registrar and delivered for a consideration in cash equal to or greater than the par value (if any) of such capital shares in accordance with resolutions duly adopted by the board of directors of such Project Parent, such capital shares will be validly issued, fully paid and nonassessable shares of such Project Parent, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the organizational instruments defining such rights and privileges; (c) the promissory notes issued by any Project Parent will be valid and binding obligations of such Project Parent in accordance with the terms thereof and any guaranty thereof by Southern will be a valid and binding obligation of Southern; and (d) the consummation of the transactions described above and of the other transactions described in the Application or Declaration, as amended, will not violate the legal rights of the holders of any securities issued by Southern or any associate company thereof. We hereby consent to the use of this opinion in connection with the filing of such statement on Form U-1. Very truly yours, /s/Troutman Sanders LLP Troutman Sanders LLP -----END PRIVACY-ENHANCED MESSAGE-----