-----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, N92RgzLU4K8AbLWXe9bF14khOjhRfpsKVxfZwBnqPLAykQ4LQ5qOyHIgvWC5PamM jtKzRITSHVpuefSvULvYmA== 0000092122-97-000067.txt : 19971223 0000092122-97-000067.hdr.sgml : 19971223 ACCESSION NUMBER: 0000092122-97-000067 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971222 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULF POWER CO CENTRAL INDEX KEY: 0000044545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590276810 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-40892 FILM NUMBER: 97742038 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 MAIL ADDRESS: STREET 1: 500 BAYFRONT PARKWAY CITY: PENSACOLA STATE: FL ZIP: 32501 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 7703930650 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- Amendment No. 2 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) ------------------------------- GULF POWER COMPANY (Name of Issuer) THE SOUTHERN COMPANY (Name of Person(s) Filing Statement) TITLE CUSIP NUMBER - ----------------------------------------------------------------------------- Gulf Power Company, Preferred Stock 4.64% Series 402479208 5.16% Series 402479307 5.44% Series 402479406 6.72% Series 402479836 1993 Adjustable Rate Series 402479828 ------------------------------------------------------------------------------ (Title of Class of Securities) (CUSIP Number of Class of Securities) Tommy Chisholm, Secretary The Southern Company 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (770) 393-0650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. Westbrook John D. McLanahan, Esq. Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E., Suite 5200 270 Peachtree Street, N.W. Atlanta, Georgia 30308 Atlanta, Georgia 30303 November 3, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $49,425,485 $9,886 * Solely for purposes of calculating the filing fee and computed pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of securities listed above pursuant to the Offer described in the Offer to Purchase and Proxy Statement filed as an Exhibit hereto. /x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $9,886 Form or Registration No.: Schedule 13E-4 Filing Party: The Southern Company Date Filed: November 3, 1997 This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated November 3, 1997, as amended by Amendment No. 1 to Schedule 13E-4 dated November 26, 1997 (collectively, the "Statement"), each filed by The Southern Company, a Delaware corporation, relating to its offer to purchase any and all outstanding shares of the series of preferred stock listed above of Gulf Power Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement, dated November 3, 1997, and in the related Letter of Transmittal, copies of which are attached as Exhibits 99.(a)(1) and 99.(a)(2) to the Statement. Only those items of the Statement that are amended and supplemented hereby are included herein. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Statement. Item 1. Security and Issuer. Item 1 of the Statement is hereby amended and supplemented by adding thereto the following: The Offer expired at 5:00 p.m., New York City time, on December 10, 1997 in accordance with its terms. On December 16, 1997, Southern purchased the Shares validly tendered pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary. The Shares so purchased, and purchase price therefor, for each Series of Preferred are as follows: Shares Series of Preferred Purchased Purchase Price ------------------- --------- -------------- 4.64% Series 38,476 $3,337,023.48 5.16% Series 36,426 3,642,600.00 5.44% Series 33,616 3,361,600.00 6.72% Series 452,671 11,316,775.00 AR 1993 Series 566,440 14,161,000.00 ---------- -------------- Total 1,127,629 $35,818,998.48 Item 2. Source and Amount of Funds or Other Consideration. Item 2 of the Statement is hereby amended and supplemented by adding thereto the following: The total amount required by Southern to purchase the Shares pursuant to the Offer was $35,818,998.48, excluding fees and other expenses. Southern paid the purchase price to The Bank of New York, as Depositary, at 11:30 a.m., Atlanta time, on December 16, 1997 by wire transfer and received funds that afternoon from the Company to cover that position. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. Item 3 of the Statement is hereby amended and supplemented by adding thereto the following: The Shares purchased by Southern pursuant to the Offer were subsequently sold to the Company and were thereupon retired and canceled. As a result thereof, the Company has outstanding, as of December 16, 1997, a total of 12,550 Shares of the 4.64% Series, 13,574 Shares of the 5.16% Series, 16,384 Shares of the 5.44% Series, 347,329 Shares of the 6.72% Series and 33,560 Shares of the AR 1993 Series. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 22, 1997 THE SOUTHERN COMPANY By:_/s/Tommy Chisholm___________ Tommy Chisholm Secretary -----END PRIVACY-ENHANCED MESSAGE-----