-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QidCKWcpg7pC448zqz6KqG7Y0tqzAA/HTRYUgM028EIlkaWjNZCKplZwDoJhdGsB LpzefQpYseCCDAtI1G+1TQ== 0000092122-96-000009.txt : 19960314 0000092122-96-000009.hdr.sgml : 19960314 ACCESSION NUMBER: 0000092122-96-000009 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960312 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: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08789 FILM NUMBER: 96533933 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CENTER EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 770-393-06 MAIL ADDRESS: STREET 1: 64 PERIMETER CENTER EAST CITY: ATLANTA STATE: GA ZIP: 30346 U-1/A 1 AMENDMENT NO. 2 File No. 70-8789 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Amendment No. 2 to FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (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 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to the above agents for service and to: W. L. Westbrook John D. McLanahan, Esq. Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E. 270 Peachtree Street, N.W. Suite 5200 Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216 Item 6. Exhibits and Financial Statements. (a) Exhibits. A-1 - Form of note. A-2 - Form of commercial paper note. F - Opinion of Counsel. G - Monthly Cash Budget for 1996 - 1997 (Filed pursuant to Rule 104)("P") (Previously Filed) H - Form of Federal Register Notice.(Previously Filed) (b) Financial Statements. Consolidated balance sheet of Southern and its subsidiaries at December 31, 1995.(Designated in Southern's Form 8-K dated February 21, 1996, File No. 1-3526). Consolidated statement of income and statements of earnings retained in the business and amount paid in for common stock in excess of par value of Southern and its subsidiaries for the twelve months ended December 31, 1995. (Designated in Southern's Form 8-K dated February 21, 1996, File No. 1-3526). Since December 31, 1995, there have been no material changes, not in the ordinary course of business, in the financial conditions of Southern or of Southern and its subsidiaries consolidated from that set forth in or contemplated by the foregoing financial statements. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Dated: March 12, 1996 THE SOUTHERN COMPANY By _/s/Tommy Chisholm__________ Tommy Chisholm Secretary EX-99 2 EXHIBIT A-1 Exhibit A-1 COMPANY PROMISSORY NOTE Dated: FOR VALUE RECEIVED, COMPANY, a corporation (herein called the "Company"), hereby promises to pay to the order of (the "Bank), the principal sum of million dollars ($ )or, if less, the aggregate unpaid principal balance of all borrowings by the Company from the Bank under this Note as indicated on the grid attached hereto, and to pay interest (calculated on the basis of a year of 360 days and the actual number of days elapsed) on the unpaid principal balance from the date of each borrowing hereunder until paid in full at such rate or rates and payable on such date or dates as the Company and the Bank shall mutually agree upon. The unpaid principal of this Note shall be due and payable on such date or dates as the Company and the Bank shall mutually agree upon. Any principal not paid when due shall bear interest from maturity until paid in full at a floating rate per annum equal to 110% of that rate of interest from time to time announced by the Bank at its principal office as its reference rate, such interest to be payable on demand and upon payment in full of such principal. Payment of principal and interest on this Note shall be made in lawful money of the United States of America to the account of the Bank at its principal office in , or at such other place within the United States of America as the Bank may from time to time designate on not less than ten days notice in writing to the Company. If any such payment of principal or interest would be otherwise due and payable on a Saturday, Sunday or other day on which commercial banks in are authorized by law to close, such payment shall be due and payable on the next succeeding business day and such extension of time shall in such case be included in computing interest, if any, in connection with such payment. The principal of this Note may not be prepaid by the Company. The Bank shall endorse all borrowings made by the Company under this Note and all payments of principal of such borrowings on the grid attached hereto and made a part hereof but no failure to make or any error in making such endorsement shall affect the obligations of the Company hereunder. -2- If any of the following events of default shall occur and be continuing: (a) the Company fails to make or cause to be made any payment of principal of this Note when due; or (b) the Company fails to make or cause to be made any payment of interest on this Note within five (5) days of when due; or (c) a receiver, liquidator or trustee of the Company or of all or a substantial part of its assets is appointed by court order and such order remains in effect for more than 60 days; or a petition is filed against the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed or stayed within 60 days after such filing; or (d) the Company files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law; or (e) the Company makes an assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver, trustee or liquidator of the Company, or of all or a substantial part of its assets; then the Bank may exercise any right, power or remedy permitted to it by law and shall have, in particular, without limiting the generality of the foregoing, the right, by written notice given to the Company, to declare the unpaid principal and all interest accrued on this note then outstanding to be, and the same shall thereupon become, forthwith due and payable without any presentment, demand, protest or further notice of any kind, all of which are expressly waived. The Bank may from time to time enter into participation agreements and pursuant thereto assign its rights under this Note. All amounts payable by the Company under this Note shall be determined as if the Bank had not entered into any such participation agreement. The Bank may furnish any information concerning the -3- Company in the possession of the Bank from time to time to participants and prospective participants. Such information will be limited to that which has been customarily provided to the Bank for credit decisions. This Note shall be governed by and construed in accordance with the laws of the State of . COMPANY By: Title: Attest: Title: EX-99 3 EXHIBIT A-2 Exhibit A-2 FORM OF COMMERCIAL PAPER NOTE (Name of Company) $_________________________ No.________________ On_______________________for value received we promise to pay to the order of bearer the sum of_____________________________DOLLARS payable at the principal office of ________________________New York, N.Y. Date Issued_________________________ Countersigned (Name of Company) as agent By____________________ By___________________ (Title) (Title) -------------------- (Title) EX-99 4 EXHIBIT F Exhibit F TROUTMAN SANDERS 600 PEACHTREE STREET SUITE 5200 ATLANTA, GA 30308 404-885-3000 March 12, 1996 Securities and Exchange Commission Washington, DC 20549 Re: Statement on Form U-1 of The Southern Company File No. 70-8789 Ladies and Gentlemen: We are familiar with the statement on Form U-1 referred to above and are furnishing this opinion with respect to the proposed borrowing, from time to time prior to April 1, 2001, by The Southern Company ("Southern") of an aggregate principal amount not to exceed $2,000,000,000 at any one time outstanding to be evidenced by notes payable to lenders or commercial paper in the form of promissory notes. We are of the opinion that Southern is a validly organized and duly existing corporation under the laws of the State of Delaware and that upon the issuance of your order herein and in the event that the proposed transactions by Southern are consummated in accordance with such statement on Form U-1 and such order: (a) all State laws applicable to such proposed transactions by Southern will have been complied with; (b) the notes evidencing such borrowings will be valid and binding obligations of Southern in accordance with their terms; and (c) the consummation of such proposed transactions by Southern 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 above-mentioned statement on Form U-1. Very truly yours, /s/TROUTMAN SANDERS -----END PRIVACY-ENHANCED MESSAGE-----