-----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, CCxltLtZOs4CUdxfe0DsMbwLQl5za8CQSsCxbjO3nW6+m1XwYEzMD4UpxSdTkZRe TofS67vmgJ7XuMvx57bIYg== 0000092122-95-000082.txt : 19950721 0000092122-95-000082.hdr.sgml : 19950721 ACCESSION NUMBER: 0000092122-95-000082 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: 070-08505 FILM NUMBER: 95554976 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 POS AMC 1 AMENDMENT NO. 9 (POST-EFFECTIVE NO. 6) File No. 70-8505 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 (Post-Effective Amendment No. 6) to APPLICATION OR DECLARATION on FORM U-1 under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY MOBILE ENERGY SERVICES HOLDINGS, INC. 64 Perimeter Center East 900 Ashwood Parkway - Suite 450 Atlanta, Georgia 30346 Atlanta, Georgia 30338 MOBILE ENERGY SERVICES SOUTHERN ELECTRIC INTERNATIONAL, INC. COMPANY, L.L.C. 900 Ashwood Parkway - Suite 500 P. O. Box 2747 Atlanta, Georgia 30338 200 Bay Bridge Road Mobile, Alabama 36652 (Name of company or companies filing this statement and addresses of principal executive offices) THE SOUTHERN COMPANY (Name of top registered holding company parent of each applicant or declarant) Tommy Chisholm, Secretary Thomas G. Boren, President The Southern Company Southern Electric International, 64 Perimeter Center East Inc. Atlanta, Georgia 30346 900 Ashwood Parkway - Suite 500 Atlanta, Georgia 30338 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to: W.L. Westbrook Thomas G. Boren, President Financial Vice-President Southern Electric International, The Southern Company Inc. 64 Perimeter Center East 900 Ashwood Parkway - Suite 500 Atlanta, Georgia 30346 Atlanta, Georgia 30338 John D. McLanahan, Esq. Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 The Application or Declaration, as heretofore amended, is hereby further amended as follows: Item 1. Description of Proposed Transactions. By order dated December 13, 1994 (HCAR No. 26185) (the "December 1994 Order"), Mobile Energy Services Holdings, Inc. (formerly Mobile Energy Services Company, Inc.) ("Mobile Energy") was authorized to acquire from Scott Paper Company ("Scott") the energy and recovery complex (the "Energy Complex") located in Mobile, Alabama at Scott's integrated pulp and paper mill. In connection with the acquisition of the Energy Complex, Mobile Energy and Scott entered into a Lease Assignment and Assumption Agreement (filed as Exhibit B-1(b)) pursuant to which Mobile Energy assumed the obligations of Scott under a lease agreement (the "Lease Agreement") between Scott and The Industrial Development Board of the City of Mobile, Alabama (the "Board") relating to $85 million outstanding principal amount of tax- exempt solid waste revenue refunding bonds, due 2019 (the "Tax- Exempt Bonds") issued by the Board, as well as Scott's obligations under two separate reimbursement agreements (the "Reimbursement Agreements") between Scott and certain commercial banks providing letters of credit (the "Letters of Credit") in support of the Tax-Exempt Bonds (filed as Exhibits B-3(c) and (d)). Mobile Energy's obligations to Scott under the Lease Assignment and Assumption Agreement are unconditionally guaranteed by Southern under the terms of a guaranty agreement (the "Guaranty") between Southern and Scott (filed as Exhibit B- 2 3(e)). Mobile Energy's rights and obligations under the Lease Assignment and Assumption Agreement were assigned to and assumed by Mobile Energy Services Company, L.L.C. (the "Project Company"), a new subsidiary of Mobile Energy, on July 14, 1995, in accordance with the terms of the Commission's order dated July 13, 1995 (HCAR No. 26330) (the "July 1995 Order").1 The Lease Assignment and Assumption Agreement provides that Project Company (as assignee of Mobile Energy) shall, not later than September 15, 1995, cause the Board to redeem the Tax-Exempt Bonds or otherwise cause the Tax-Exempt Bonds to be remarketed in a manner whereby Scott would be fully discharged and released from all liabilities in respect of the Tax-Exempt Bonds and the Lease Agreement and, in connection therewith, to pay certain amounts payable under the terms of the Reimbursement Agreements.2 Project Company and Mobile Energy currently anticipate that a new series of long-term, fixed-rate Tax-Exempt Bonds will be issued by the Board in August for the purpose of redeeming the outstanding Tax-Exempt Bonds in full, thereby discharging Scott from all liabilities in respect to the Tax- Exempt Bonds and the Lease Agreement. Notwithstanding, if for any reason closing on the sale of the new series of Tax-Exempt 1 Mobile Energy Services Company, L.L.C. has been added as a party to this Application or Declaration, as amended. 2 Under the original Application or Declaration in this proceeding, Mobile Energy proposed that the reissuance of the Tax-Exempt Bonds or issuance of a new series of Tax-Exempt Bonds could take place at any time prior to December 31, 1996. 3 Bonds is delayed beyond September 15, 1995, Southern, as guarantor of Project Company's obligations under the Lease Assignment and Assumption Agreement, would be obligated to cash fund $85 million, plus unpaid interest on the Tax-Exempt Bonds, in order to redeem the Tax-Exempt Bonds in full. In lieu of cash funding the redemption of the outstanding Tax-Exempt Bonds in the event that closing on the sale of the new series of Tax-Exempt Bonds should be delayed past September 15, 1995, Southern and Project Company propose to cause Scott to be discharged and released from all liabilities in respect of the Lease Agreement and Tax-Exempt Bonds by either (i) entering into agreements with the current letter of credit banks whereby Southern would be substituted for Scott as the reimbursement party under the existing Reimbursement Agreements, or (ii) providing to the trustee under the Tax-Exempt Bond Trust Indenture (filed as Exhibit B-3(b)) one or more letters of credit in substitution for the outstanding Letters of Credit, again with Southern as reimbursement party under any related reimbursement agreement(s). It is proposed that the material terms of any substitute letter(s) of credit and of the related reimbursement agreement(s) would be substantially identical to the terms of the existing Letters of Credit and Reimbursement Agreements. Item 2. Fees, Commissions and Expenses. A statement of the fees, commissions and expenses paid or incurred in connection with the proposals contained herein will be provided by amendment. 4 Item 3. Applicable Statutory Provisions. The proposal by Southern to assume liability under the existing Reimbursement Agreements or to enter into new reimbursement agreements in respect of substitute letters of credit to be issued on behalf of Project Company is subject to Section 12(b) of the Act and Rule 45 thereunder. Item 4. Regulatory Approval. The proposed transactions are not subject to the jurisdiction of any state commission or of any federal commission other than the Commission. Item 5. Procedure. The applicants request that the Commission's order be issued as soon as the rules allow, and that there be no thirty-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. The applicants hereby waive a recommended decision by a hearing officer or other responsible officer of the Commission and hereby consent that the Division of Investment Management may assist in the preparation of the Commission's decision and/or order in the matter unless such Division opposes the matters covered hereby. 5 Item 6. Exhibits and Financial Statements (Partially Revised). (a) Exhibits. (Supplemental List). G-2 Form of Federal Register Notice. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment to be signed on their behalf by the undersigned thereunto duly authorized. Dated: July 20, 1995 THE SOUTHERN COMPANY By:/s/Tommy Chisholm Tommy Chisholm Secretary MOBILE ENERGY SERVICES HOLDINGS, INC. By:/s/Tommy Chisholm Tommy Chisholm Secretary MOBILE ENERGY SERVICES COMPANY, L.L.C. By:/s/Tommy Chisholm Tommy Chisholm Secretary SOUTHERN ELECTRIC INTERNATIONAL, INC. By:/s/Tommy Chisholm Tommy Chisholm Secretary 6 EX-99 2 EXHIBIT G-2 Exhibit G-2 FORM OF FEDERAL REGISTER NOTICE The Southern Company, a registered holding company ("Southern"), and its wholly-owned direct and indirect subsidiaries, Southern Electric International, Inc. ("Southern Electric"), Mobile Energy Services Holdings, Inc. (formerly Mobile Energy Services Company, Inc.) ("Mobile Energy"), and Mobile Energy Services Company, L.L.C. ("Project Company"), have filed a post-effective amendment to the application or declaration in this proceeding pursuant to Section 12(b) of the Act and Rule 45 thereunder. By order dated December 13, 1994 (HCAR No. 26185), Mobile Energy was authorized to purchase the energy and black liquor recovery complex at Scott Paper Company's ("Scott's") Mobile, Alabama pulp and paper mill (the "Energy Complex"). In connection with the purchase of the Energy Complex, Mobile Energy assumed certain liabilities of Scott under agreements with The Industrial Development Board of the City of Mobile, Alabama (the "Board") relating to $85 million principal amount of outstanding tax-exempt bonds issued by the Board to finance certain solid waste disposal facilities (the "Tax-Exempt Bonds"), and under certain reimbursement agreements supporting outstanding bank letters of credit issued to the indenture trustee for the benefit of the holders of the Tax-Exempt Bonds. Southern unconditionally guaranteed Mobile Energy's obligations to Scott under the assumption agreement. In accordance with the further order of the Commission dated July 13, 1995 (HCAR No. 26330), Mobile Energy assigned and Project Company assumed all of Mobile Energy's rights and obligations under the lease assumption agreement. The lease assumption agreement provides that Project Company must, not later than September 15, 1995, cause the Board to redeem the Tax-Exempt Bonds or cause the Board to reissue the Tax-Exempt Bonds on a basis whereby Scott would be discharged and released in full from all direct and primary obligations in respect of the Tax-Exempt Bonds and the related lease agreement with the Board. If the Tax-Exempt Bonds are not redeemed or reissued on such a basis by September 15, 1995, Project Company must immediately advance the funds needed to redeem the Tax- Exempt Bonds in full and to pay the accrued interest thereon. The applicants state that issuance by the Board of a new series of Tax-Exempt Bonds for the purpose of redeeming the Tax- Exempt Bonds now outstanding is expected to occur prior to September 15, 1995. Notwithstanding, if such refinancing for any reason does not occur by such date, Southern and Project Company propose, as an alternative to cash funding the redemption of the outstanding Tax-Exempt Bonds, to cause Scott to be discharged under the Tax-Exempt Bond documents by either substituting Southern for Scott as the reimbursement party under the existing reimbursement agreements, or by substituting one or more new letters of credit for those now outstanding, again with Southern as the reimbursement party. It is proposed that the terms of any replacement letters of credit and related reimbursement - 2 - agreements would be substantially identical to those that are now outstanding. - 3 - -----END PRIVACY-ENHANCED MESSAGE-----