[Federal Register Volume 62, Number 99 (Thursday, May 22, 1997)]
[Notices]
[Pages 28075-28077]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-13453]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26718]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
May 16, 1997.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
applicant(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
applicant(s) and/or declaration(s) should submit their views in writing
by June 9, 1997, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s)
and/or declarant(s) at the address(es) specified below. Proof of
service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
Alabama Power Company, et al. (70-8461)
Alabama Power Company, 600 North 18th Street, Birmingham, Alabama
35291, (``Alabama''), Georgia Power Company, 333 Piedmont Avenue, N.E.,
Atlanta, Georgia 30308 (``Georgia''), Gulf Power Company, 500 Bayfront
Parkway, Pensacola, Florida 32501 (``Gulf''), Mississippi Power
Company, 2992 West Beach, Gulfport, Mississippi 39501
(``Mississippi''), and Savannah Electric and Power Company, 600 East
Bay Street, Savannah, Georgia 31401 (``Savannah'') (collectively,
``Operating Companies''), electric public utility subsidiaries of The
Southern Company, a registered holding company, have filed a post-
effective amendment to their application-declaration under sections
6(a), 7, 9(a), 10 and 12(b) of the Act and rules 45 and 54 thereunder.
By order dated December 15, 1994 (HCAR No. 26187) (``December 1994
Order''), the Operating Companies were authorized to form separate
special purpose subsidiaries. Each special purpose subsidiary would
issue and sell preferred securities in one or more series from time to
time through December 31, 1997. In the December 1994 Order, Georgia was
authorized to issue $100 million of preferred securities and
jurisdiction was reserved pending completion of the record over the
issuance of preferred securities in the amount of $175 million for
Alabama, $200 million for Georgia, $15 million for Gulf, $15 million
for Mississippi and $10 million for Savannah.
By order dated January 17, 1996 (HCAR No. 26462) (``January 1996
Order''), Alabama was authorized to issue $97 million of preferred
securities and jurisdiction was reserved pending completion of the
record over the issuance of preferred securities in the amount of $78
million for Alabama, $200 million for Georgia, $15 million for Gulf,
$15 million for Mississippi and $10 million for Savannah.
By post-effective amendment dated June 18, 1996, the Operating
Companies requested that the authority to issue preferred securities be
increased to $250 million for Alabama, $500 million for Georgia, $60
million for Gulf, $60 million for Mississippi and $35 million for
Savannah. In the case of Alabama and Georgia, such amounts were in
addition to the amounts authorized by the December 1994 Order and the
January 1996 Order. The Operating Companies also requested that the
[[Page 28076]]
authority be extended through December 31, 2001.
By order dated August 26, 1996 (HCAR No. 26560) (``August 1996
Order'') Georgia was authorized to issue $400 million of preferred
securities and the Operating Companies were authorized, pending
completion of the record, to effect the sale of preferred securities in
one or more series from time to time through December 31, 2001 in the
amount of $250 million for Alabama, $100 million for Georgia, $60
million for Gulf, $60 million for Mississippi and $35 million for
Savannah.
By subsequent orders (HCAR Nos. 26644, 26657 and 26660, dated
January 14, 1997, January 29, 1997 and February 5, 1997, respectively)
Alabama, Gulf and Mississippi were authorized to sell preferred
securities in respective amounts of $250 million, $60 million and $55
million. Currently, the Commission has reserved jurisdiction over the
issuance and sale of additional preferred securities in the amounts of
$100 million for Georgia, $5 million for Mississippi and $35 million
for Savannah (collectively, ``Reserved Preferred'').
The Operating Companies now request additional authority to sell
preferred securities (``New Preferred''), as follows: $500 million for
Alabama, $400 million for Georgia, $50 million for Gulf, $70 million
for Mississippi, and $5 million for Savannah. The applicants request
that such authority be in addition to the Reserved Preferred. The
Operating Companies also ask that the Commission reserve jurisdiction,
pending completion of the record, over the issuance and sale of the
Reserved Preferred and New Preferred, through December 31, 2005, in
aggregate amounts of up to: $500 million for Alabama, $500 million for
Georgia, $50 million for Gulf, $75 million for Mississippi and $40
million for Savannah (Reserved Preferred, together with New Preferred,
are hereinafter called ``Preferred Securities'').
Each Operating Company will acquire all of the common stock
(``Common Securities'') or all of the general partnership interests, as
the case may be, of its Special Purpose Subsidiary for an amount up to
21% of the total equity capitalization from time-to-time of such
Special Purpose Subsidiary (``Equity Contribution''). Each Operating
Company may issue and sell to its Special Purpose Subsidiary, at any
time or from time-to-time in one or more series, subordinate
debentures, promissory notes or other debt instruments (``Notes'')
governed by an indenture or other document, and the Special Purpose
Subsidiary will apply both the Equity Contribution and the proceeds
from the sale of Preferred Securities to purchase Notes of such
Operating Company. Alternatively, each Operating Company may enter into
a loan agreement or agreements with its Special Purpose Subsidiary
under which it will loan to the Operating Company (``Loans'') both the
Equity Contribution and the proceeds from the sale of the Preferred
Securities evidenced by Notes. Each Operating Company may also
guarantee (``Guaranties'') the payment of dividends or distributions on
the Preferred Securities, payments to the Preferred Securities holders
of amounts due upon liquidation or redemption of the Preferred
Securities and certain additional amounts that may be payable regarding
the Preferred Securities.
Each Note will have a term, including extensions, of up to 50
years. Prior to maturity, each Operating Company will pay only interest
on its Notes at a rate equal to the dividend or distribution rate on
the related series of Preferred Securities. The dividend or
distribution rate may be either fixed or adjustable, determined on a
periodic basis by auction or remarketing procedures, in accordance with
a formula or formulae based upon certain reference rates, or by other
predetermined methods. Such interest payments will constitute each
Special Purpose Subsidiary's only income and will be used by it to pay
monthly dividends or distributions on the Preferred Securities issued
by it and dividends or distributions on the common stock or the general
partnership interests of such Special Purpose Subsidiary.
Dividend payments or distributions on the Preferred Securities will
be made monthly, will be cumulative and must be made to the extent that
funds are legally available. However, each Operating Company will have
the right to defer payment of interest on its Notes for up to five
years, provided that, if dividends or distributions on the Preferred
Securities of any series are not paid for up to 18 consecutive months,
then the holders of the Preferred Securities of such series may have
the right to appoint a trustee, special general partner or other
special representative to enforce the Special Purpose Subsidiary's
rights under the related Note and Guaranty. Each Special Purpose
Subsidiary will have the parallel right to defer dividend payments or
distributions on the related series of Preferred Securities for up to
five years. The dividend or distribution rates, payment dates,
redemption and other similar provisions of each series of Preferred
Securities will be substantially identical to the interest rates,
payment dates, redemption and other provisions of the related Note
issued by the Operating Company.
The Notes and related Guaranties of each Operating Company will be
subordinate to all other existing and future indebtedness for borrowed
money of such Operating Company and will have no cross-default
provisions with respect to other indebtedness of the Operating Company.
However, each Operating Company may not declare and pay dividends on
its outstanding preferred or common stock unless all payments due under
its Notes and Guaranties have been made.
It is expected that each Operating Company's interest payments on
the Notes issued by it will be deductible for federal income tax
purposes and that its Special Purpose Subsidiary will be treated as a
partnership for federal income tax purposes. Consequently, holders of
the Preferred Securities will be deemed to have received partnership
distributions in respect of their dividends or distributions from the
respective Special Purpose Subsidiary and will not be entitled to any
``dividends received deduction'' under the Internal Revenue Code.
The Preferred Securities are optionally redeemable by the Special
Purpose Subsidiary at a price equal to their par or stated value or
liquidation preference, plus any accrued and unpaid dividends or
distributions, at any time after a specified date not later than 10
years from their date of issuance or upon the occurrence of certain
events. The Preferred Securities of any series may also be subject to
mandatory redemption upon the occurrence of certain events. Each
Operating Company also may have the right in certain cases to exchange
the Preferred Securities of its Special Purpose Subsidiary for the
Notes or other junior subordinated debt of the Operating Company.
In the event that any Special Purpose Subsidiary is required to
withhold or deduct certain amounts in connection with dividend,
distribution or other payments, it may also have the obligation to
``gross up'' such payments so that the holders of the Preferred
Securities will receive the same payment after such withholding or
deduction as they would have received if no such withholding or
deduction were required. In such event, the related Operating Company's
obligations under its Note and Guaranty may also cover such ``gross
up'' obligation. In addition, if any Special Purpose Subsidiary is
required to pay taxes on income derived from interest payments on the
Notes, the
[[Page 28077]]
related Operating Company may be required to pay additional interest
equal to the tax payment. Each Operating Company, individually, expects
to apply the net proceeds of the Loans to the repayment of outstanding
short-term debt, for construction purposes, and for other gereral
corporate purposes, including the redemption or other retirement of
outstanding senior securities.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-13453 Filed 5-21-97; 8:45 am]
BILLING CODE 8010-01-M
