-----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, BVDnZqxoU/I+df5kq6mpRln2FuKXqnOaZDl97fBLMb8KGD4WZJWCCXQZQkMdvWR7 o0RCJvtBNlfiioLykYbHbA== 0000092122-98-000006.txt : 19980209 0000092122-98-000006.hdr.sgml : 19980209 ACCESSION NUMBER: 0000092122-98-000006 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980206 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: 35-CERT SEC ACT: SEC FILE NUMBER: 070-09137 FILM NUMBER: 98522929 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045060540 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 35-CERT 1 CERTIFICATE OF NOTIFICATION CERTIFICATE OF NOTIFICATION filed by THE SOUTHERN COMPANY ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY Pursuant to orders of the Securities and Exchange Commission dated October 31, 1997 and December 5, 1997 (Holding Company Act Release Nos. 26769 and 26791) in the matter of File No. 70-9137. - - - - - - - - - - - - - - - - - - - - - - - - - The Southern Company ("Southern"), Alabama Power Company ("Alabama"), Georgia Power Company ("Georgia"), Gulf Power Company ("Gulf") and Mississippi Power Company ("Mississippi"), pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, do hereby certify to the Commission as follows: 1. On November 3, 1997, Southern offered to purchase shares of (i) the 4.20% Series of preferred stock of Alabama, (ii) the $4.60 Series, the $4.60 1962 Series, the $4.60 1963 Series, the $4.60 1964 Series, the $4.72 Series, the $4.92 Series, the $4.96 Series, the $5.00 Series and the $5.64 Series of preferred stock of Georgia, (iii) all the outstanding series of preferred stock of Gulf and (iv) the 4.40% Series, the 4.60% Series and the 4.72% Series of preferred stock of Mississippi. Each offer was scheduled to expire at 5:00 p.m., New York City time, December 10, 1997. The offers to purchase expired and the tendered shares were accepted for payment on December 10, 1997. On December 16, 1997, Southern paid for (i) 228,885 shares of Alabama's 4.20% Series, (ii) 275,859 shares of the $4.60 Series, 51,920 shares of the $4.60 1962 Series, 44,448 of the $4.60 1963 Series, 39,245 shares of the $4.60 1964 Series, 43,554 shares of the $4.72 Series, 76,723 shares of the $4.92 Series, 58,193 shares of the $4.96 Series, 9,662 shares of the $5.00 Series and 57,732 shares of the $5.64 Series of preferred stock of Georgia, (iii) 38,476 shares of the 4.64% Series, 36,426 shares of the 5.16% Series, 33,616 shares of the 5.44% Series, 452,671 shares of the 6.72% Series and 566,440 shares of the AR 1993 Series of Gulf and (iv) 30,524 shares of the 4.40% Series, 11,505 shares of the 4.60% Series and 32,065 shares of the 4.72% Series of preferred stock of Mississippi, all such shares tendered pursuant to Southern's offers. Southern subsequently resold these shares to Alabama, Georgia, Gulf and Mississippi, respectively, for cancellation and retirement. 2. On November 3, 1997, Alabama, Georgia, Gulf and Mississippi began a proxy solicitation of holders of their respective outstanding series of preferred stock (except Georgia's $7.70 Series) seeking approval to amend their respective charters to eliminate provisions therein restricting the ability of each such company (i) to pay dividends on its common stock in the event that its common equity capitalization falls below certain levels, (ii) to incur certain indebtedness, (iii) to sell assets, merge or consolidate without preferred shareholder approval under certain circumstances, and (iv) in the case of Alabama only, to pay dividends on its common stock in the event that its retained earnings are not at least equal to two times the annual dividends on its outstanding preferred stock. 3. On December 10, 1997, special meetings of shareholders of such companies were held at the corporate offices of Georgia in Atlanta, Georgia. At each special meeting, a vote on the respective proposed amendment was held. More than 85% of the voting power of Alabama's outstanding preferred shares and 100% of Alabama's common shares were voted in favor of Alabama's amendment. More than 88% of the voting power of Georgia's outstanding preferred shares and 100% of Georgia's common shares were voted in favor of Georgia's amendment. More than 87% of the voting power of Gulf's outstanding preferred shares and 100% of Gulf's common shares were voted in favor of Gulf's amendment. More than 83% of the voting power of Mississippi's outstanding preferred shares and 100% of Mississippi's common shares were voted in favor of Mississippi's amendment. The presiding officer at each meeting declared that the amendment was passed and each special meeting was adjourned. 4. The above described transactions have been carried out in accordance with the terms and conditions of, and for the purpose represented in, the Form U-1 Application-Declaration (File No. 70-9137), as amended, and in accordance with the terms and conditions of the Commission's orders dated October 31, 1997 and December 5, 1997. 5. Filed herewith are the following exhibits: Exhibit A - Opinion of Troutman Sanders LLP, counsel to Southern, dated February 5, 1998. Exhibit B - Opinion of Balch & Bingham LLP, counsel to Alabama, dated February 5, 1998. Exhibit C - Opinion of Troutman Sanders LLP, counsel to Georgia, dated February 5, 1998. Exhibit D - Opinion of Beggs & Lane, counsel to Gulf, dated February 5, 1998. Exhibit E - Opinion of Eaton and Cottrell, P.A., counsel to Mississippi, dated February 5, 1998. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this document to be signed on their behalf by the undersigned thereunto duly authorized. Date: February 5, 1998 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary ALABAMA POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary GEORGIA POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary MISSISSIPPI POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHIBIT A Exhibit A TROUTMAN SANDERS LLP 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308-2216 (404) 885-3000 February 5, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: The Southern Company et al. File No. 70-9137 Ladies and Gentlemen: We are familiar with the statement on Form U-1, as amended, filed by The Southern Company ("Southern") and Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company (collectively, the "Subsidiaries") in the above-referenced proceeding. The transactions proposed therein included the authority (i) for each of the Subsidiaries to solicit proxies from the holders of their respective shares of preferred stock and common stock; (ii) for each of the Subsidiaries to amend their respective charters; (iii) for Southern to make an offer to the holders of shares of certain series of the Subsidiaries' outstanding preferred stock to acquire such shares for cash; and (iv) for Southern to sell to the respective Subsidiaries any preferred stock so acquired at Southern's purchase price plus expenses. We are representing Southern in connection with this matter and are furnishing this opinion with respect to the transactions by Southern. We are of the opinion that: (a) Southern is a validly organized and duly existing corporation under the laws of the State of its incorporation; (b) the subject transactions have been consummated by Southern in accordance with the terms of such statement on Form U-1, as amended; (c) all State laws applicable to such transactions by Southern have been complied with; (d) Southern lawfully acquired the shares of the Subsidiaries' preferred stock purchased by it pursuant to its offer and lawfully sold such shares to the respective Subsidiaries; and (e) the consummation of such transactions by Southern did not violate the legal rights of the holders of any securities issued by Southern or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, as amended, and to the filing thereof with the Commission at the time of the filing by Southern of its certificate pursuant to Rule 24. Very truly yours, /s/Troutman Sanders LLP TROUTMAN SANDERS LLP EX-99 3 EXHIBIT B Exhibit B Balch & Bingham LLP 1901 Sixth Avenue North, Suite 2600 Birmingham, Alabama 35203 205-226-8799 February 5, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Alabama Power Company (the "Company") et al. File No. 70-9137 Ladies and Gentlemen: We are familiar with the statement on Form U-1, as amended, filed by The Southern Company ("Southern") and Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company (collectively, the "Subsidiaries") in the above-referenced proceeding. The transactions proposed therein included the authority (i) for each of the Subsidiaries to solicit proxies from the holders of their respective shares of preferred stock and common stock; (ii) for each of the Subsidiaries to amend their respective charters; (iii) for Southern to make an offer to the holders of shares of certain series of the Subsidiaries' outstanding preferred stock to acquire such shares for cash; and (iv) for Southern to sell to the respective Subsidiaries any preferred stock so acquired at Southern's purchase price plus expenses. We are representing the Company in connection with this matter and are furnishing this opinion with respect to the transactions by the Company. We are of the opinion that: (a) the Company is a validly organized and duly existing corporation under the laws of the State of its incorporation; (b) the subject transactions have been consummated by the Company in accordance with the terms of such statement on Form U-1, as amended; (c) all State laws applicable to such transactions by the Company have been complied with; Securities and Exchange Commission Page 2 (d) the Company lawfully acquired from Southern the shares of its preferred stock purchased by Southern; and (e) the consummation of such transactions by the Company did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, as amended, and to the filing thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, /s/Balch & Bingham LLP BALCH & BINGHAM LLP EX-99 4 EXHIBIT C Exhibit C TROUTMAN SANDERS LLP 600 Peachtree Street, N.E., Suite 5200 Atlanta, Georgia 30308-2216 (404) 885-3000 February 5, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Georgia Power Company (the "Company") et al. File No. 70-9137 Ladies and Gentlemen: We are familiar with the statement on Form U-1, as amended, filed by The Southern Company ("Southern") and Alabama Power Company, the Company, Gulf Power Company and Mississippi Power Company (collectively, the "Subsidiaries") in the above-referenced proceeding. The transactions proposed therein included the authority (i) for each of the Subsidiaries to solicit proxies from the holders of their respective shares of preferred stock and common stock; (ii) for each of the Subsidiaries to amend their respective charters; (iii) for Southern to make an offer to the holders of shares of certain series of the Subsidiaries' outstanding preferred stock to acquire such shares for cash; and (iv) for Southern to sell to the respective Subsidiaries any preferred stock so acquired at Southern's purchase price plus expenses. We are representing the Company in connection with this matter and are furnishing this opinion with respect to the transactions by the Company. We are of the opinion that: (a) the Company is a validly organized and duly existing corporation under the laws of the State of its incorporation; (b) the subject transactions have been consummated by the Company in accordance with the terms of such statement on Form U-1, as amended; (c) all State laws applicable to such transactions by the Company have been complied with; (d) the Company lawfully acquired from Southern the shares of its preferred stock purchased by Southern; and (e) the consummation of such transactions by the Company did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, as amended, and to the filing thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, /s/Troutman Sanders LLP TROUTMAN SANDERS LLP EX-99 5 EXHIBIT D Exhibit D Beggs & Lane Seventh Floor Blount Building 3 West Garden Street Pensacola, Florida 32501 February 5, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Gulf Power Company (the "Company") et al. File No. 70-9137 Ladies and Gentlemen: We are familiar with the statement on Form U-1, as amended, filed by The Southern Company ("Southern") and Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company (collectively, the "Subsidiaries") in the above-referenced proceeding. The transactions proposed therein included the authority (i) for each of the Subsidiaries to solicit proxies from the holders of their respective shares of preferred stock and common stock; (ii) for each of the Subsidiaries to amend their respective charters; (iii) for Southern to make an offer to the holders of shares of certain series of the Subsidiaries' outstanding preferred stock to acquire such shares for cash; and (iv) for Southern to sell to the respective Subsidiaries any preferred stock so acquired at Southern's purchase price plus expenses. We are representing the Company in connection with this matter and are furnishing this opinion with respect to the transactions by the Company. We are of the opinion that: (a) the Company is a validly organized and duly existing corporation under the laws of the State of its incorporation; (b) the subject transactions have been consummated by the Company in accordance with the terms of such statement on Form U-1, as amended; (c) all State laws applicable to such transactions by the Company have been complied with; Securities and Exchange Commission Page 2 (d) the Company lawfully acquired from Southern the shares of its preferred stock purchased by Southern; and (e) the consummation of such transactions by the Company did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, as amended, and to the filing thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, /s/Beggs & Lane BEGGS & LANE EX-99 6 EXHIBIT E Exhibit E Eaton and Cottrell, P.A. 1310 Twenty Fifth Avenue Gulfport, Mississippi 39501 601-864-8221 February 5, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Mississippi Power Company (the "Company") et al. File No. 70-9137 Ladies and Gentlemen: We are familiar with the statement on Form U-1, as amended, filed by The Southern Company ("Southern") and Alabama Power Company, Georgia Power Company, Gulf Power Company and Mississippi Power Company (collectively, the "Subsidiaries") in the above-referenced proceeding. The transactions proposed therein included the authority (i) for each of the Subsidiaries to solicit proxies from the holders of their respective shares of preferred stock and common stock; (ii) for each of the Subsidiaries to amend their respective charters; (iii) for Southern to make an offer to the holders of shares of certain series of the Subsidiaries' outstanding preferred stock to acquire such shares for cash; and (iv) for Southern to sell to the respective Subsidiaries any preferred stock so acquired at Southern's purchase price plus expenses. We are representing the Company in connection with this matter and are furnishing this opinion with respect to the transactions by the Company. We are of the opinion that: (a) the Company is a validly organized and duly existing corporation under the laws of the State of its incorporation; (b) the subject transactions have been consummated by the Company in accordance with the terms of such statement on Form U-1, as amended; (c) all State laws applicable to such transactions by the Company have been complied with; Securities and Exchange Commission Page 2 (d) the Company lawfully acquired from Southern the shares of its preferred stock purchased by Southern; and (e) the consummation of such transactions by the Company did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, as amended, and to the filing thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, /s/Eaton and Cottrell, P.A. EATON AND COTTRELL, P.A. -----END PRIVACY-ENHANCED MESSAGE-----