[Federal Register Volume 59, Number 135 (Friday, July 15, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-17159]
[[Page Unknown]]
[Federal Register: July 15, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26082]
Filings Under the Public Utility Holding Company Act of 1935
(``Act'')
July 8, 1994.
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
application(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
application(s) and/or declaration(s) should submit their views in
writing by August 1, 1994 to the Secretary, Securities and Exchange
Commission, Washington, DC. 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.
The Southern Company, et al. (70-8435)
The Southern Company (``Southern''), a registered holding company,
64 Perimeter Center East, Atlanta, Georgia 30346, and its subsidiaries,
Alabama Power Company, 600 North 18th Street, Birmingham, Alabama,
35291, Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta,
Georgia 30308, Gulf Power Company, 500 Bayfront Parkway, Pensacola,
Florida 32501, Mississippi Power Company, 2992 West Beach, Gulfport,
Mississippi 39501, Savannah Electric and Power Company, 600 Bay Street
East, Savannah, Georgia 31401, Southern Company Services, Inc., 64
Perimeter Center East, Atlanta, Georgia 30346, Southern Electric
International, Inc., 900 Ashwood Parkway, Suite 500, Atlanta, Georgia
30338, Southern Nuclear Operating Company, Inc., 40 Inverness Center
Parkway, Birmingham, Alabama, 35205 and Southern Electric Generating
Company, 600 North 18th Street, Birmingham, Alabama 35291, a subsidiary
of Alabama Power Company and Georgia Power Company (collectively,
``Applicants''), have filed an application-declaration under Sections
6(a), 7, 9(a), 10, 32 and 33 of the Act and Rules 53 and 54 thereunder.
Southern proposes to issue and sell: (1) up to 25 million
additional shares of its authorized but unissued common stock, par
value $5 per share, as such number may be adjusted for any share split
or distribution hereafter authorized by the Commission (``DRIP
Stock''), pursuant to its Dividend Reinvestment and Stock Purchase Plan
(``Dividend Plan''); (2) up to 9 million additional shares of its
authorized but unissued common stock, par value $5 per share, as such
number may be adjusted for any share split or distribution hereafter
authorized by the Commission (``ESP Stock''), pursuant to The Southern
Company Employee Savings Plan (``Savings Plan''); and (3) up to 3
million additional shares of its authorized but unissued common stock,
par value $5 per share, as such number may be adjusted for any share
split or distribution hereafter authorized by the Commission (``ESOP
Stock''), in order to provide common stock to fund The Employee Stock
Ownership Plan of The Southern Company System (``ESOP Plan''). It is
proposed that the DRIP Stock, the ESP Stock and the ESOP Stock will be
issued and sold from time-to-time on or prior to December 31, 1997.
The DRIP Stock will be offered to all holders of Southern's common
stock pursuant to the Dividend Plan whereby shareholders voluntarily
may elect to: (1) have cash dividends on all of their shares of
Southern common stock automatically reinvested and have the option of
investing additional amounts by making cash payments; (2) have cash
dividends on less than all of their shares automatically reinvested and
continue to receive cash dividends on their remaining shares and have
the option of investing additional amounts by making cash payments; or
(3) invest by making optional cash payments only of not less than $25
per payment nor more than $6,000 per quarter. Cash dividends on shares
credited to a participant's account under the Dividend Plan will be
reinvested in shares of Southern's common stock. No shares will be sold
by Southern under the Dividend Plan at less than the par value of such
shares.
Shares of common stock purchased on behalf of shareholders will be,
at Southern's discretion, previously issued shares purchased on the
open market, newly issued shares purchased directly from Southern, or a
combination of both. The price to participants will be the weighted
average price paid for the shares.
The price of shares purchased directly from Southern will be equal
to the average of the high and low sale prices for Southern's common
stock, as published in The Wall Street Journal in its report of NYSE-
Composite Transactions, on the dividend payment date, or the average of
the high and low sale prices on the trading dates immediately preceding
and following the dividend payment date, if the common stock is not
traded on the New York Stock Exchange on the dividend payment date.
Southern Company Services, Inc. administers the Dividend Plan. A
registered broker-dealer will be designated to act as an independent
agent for the purpose of purchasing shares for participants on the open
market. No service charge or commission is paid by participants in
connection with purchases under the Dividend Plan.
A participant retains all voting rights relating to shares
purchased under the Dividend Plan and credited to his/her account, and
such shares will be voted in accordance with his/her instructions. A
participant may withdraw from the Dividend Plan at any time upon
written notice. In addition, without withdrawing from the Dividend
Plan, a participant is entitled to demand and receive a certificate
representing any number of whole shares of common stock credited to
his/her account.
The ESP Stock will be offered to employees of Southern's
subsidiaries pursuant to the Savings Plan under which such employees
voluntarily may contribute, through payroll deductions and/or
compensation reductions, any whole percentage which together are not
more than 16% of their compensation. Each Savings Plan member must
direct that his/her contributions be invested in one or more of four
funds administered under the Savings Plan, except that employer
matching contributions must be invested in the Company Stock Fund,
consisting of Southern's common stock.
Wachovia Bank of Georgia, N.A. acts as Trustee for the trust which
is part of the Savings Plan, and the Savings Plan is administered by
the Savings Plan Committee, the members of which are appointed by the
Board of Directors of Southern Company Services, Inc. Investment
purchases by the Trustee for the funds may be made either on the open
market or by private purchase, provided that no private purchase may be
made of common stock of Southern at a price greater than the last sale
price or current independent bid price, whichever is higher, for such
stock on the New York Stock Exchange, plus an amount equal to the
commission payable in a stock exchange transaction if such private
purchase is not made from Southern. The Trustee may purchase common
stock of Southern directly from Southern under the Dividend Plan or
under any other similar plan made available to all holders of record of
shares of common stock of Southern, at the purchase price provided for
in such plan.
The exact number of ESOP Shares to be issued by Southern will be
determined by the aggregate amount of contributions to be invested by
the trust established pursuant to the ESOP Plan (``ESOP Trust'') and
the purchase price per share of Southern's common stock determined as
set forth below. As amended and restated, the ESOP Plan permits the
Applicants to contribute cash or common stock in an amount or under
such formula as the Board of Directors of Southern Company Services,
Inc. shall determine in its sole and absolute discretion.
It is anticipated that the contributions by the Applicants to the
ESOP Trust generally will be made in cash. However, if a contribution
consists of ESOP Stock, the purchase price per share shall be the
average of the closing prices of a share of Southern's common stock
based on consolidated trading, as defined by the Consolidated Tape
Association and reported as part of the consolidated trading prices of
New York Stock Exchange listed securities, for the 20 consecutive
trading days immediately preceding the date on which such shares are
contributed to the ESOP Plan. The purchase price per share of ESOP
Stock acquired from Southern by the ESOP Trust with cash contributions
shall be the fair market value as of the date of acquisition.
Cash contributions to the ESOP Trust also may be invested in
Southern's common stock through open market purchases or private
purchases from parties other than Southern. The purchase price per
share of common stock acquired by private purchases from a party other
than Southern shall not be greater than the last sale price or highest
current independent bid price, whichever is higher, for a share
determined on the basis of consolidated trading, as defined by the
Consolidated Tape Association and reported as part of the consolidated
trading prices of New York Stock Exchange listed securities, plus an
amount not greater than the commission payable in a stock exchange
transaction.
Under the ESOP Plan, the ESOP Trust is required to reinvest cash
dividends paid on shares of Southern's common stock allocated to a
participant's account in additional shares of common stock, unless the
participant elects to have such cash dividends distributed to him/her
currently or the Employing Company distributes cash dividends in order
to qualify such distribution for a tax deduction under the 1986 Code.
In reinvesting any cash dividends, the ESOP Trust may purchase common
stock under the Dividend Plan, at the price provided for in such plan,
on the open market or by private purchase, including purchases directly
from Southern, at the stock's fair market value. All costs of
administration of the ESOP Plan and the ESOP Trust, in excess of those
costs allowed by the 1986 Code to be withheld from contributions or to
be paid by the ESOP Trust, are paid by the Applicants.
Southern intends to use the net proceeds from the sale of the DRIP
Stock, the ESP Stock and the ESOP Stock, together with other available
funds, to make additional equity investments in subsidiaries, including
cash capital contributions to its operating utility subsidiaries.
Southern may also invest such proceeds, along with other authorized
proceeds from related financings, up to an aggregate of $500 million in
``exempt wholesale generators'' and ``foreign utility companies,'' as
defined in Sections 32 and 33 of the Act, respectively, and for other
corporate purposes. Investments by Southern and its subsidiaries would
only be made in accordance with existing or future authorizations or in
accordance with such exemptions as may exist under the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-17159 Filed 7-14-94; 8:45 am]
BILLING CODE 8010-01-M
