[Federal Register Volume 59, Number 155 (Friday, August 12, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-19680]
[[Page Unknown]]
[Federal Register: August 12, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26097]
Filings Under the Public Utility Holding Company Act of 1935
(``Act'')
August 5, 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 29, 1994 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 (70-8191)
Notice of Proposal to Amend Charter, or Alternatively, to Waive Charter
Provision; Order Authorizing Solicitation of Proxies
Alabama Power Company (``Alabama Power''), 600 North 18th Street,
Birmingham, Alabama 35291, a public-utility subsidiary company of The
Southern Company (``Southern''), a registered holding company, has
filed a declaration under Sections 6(a)(2), 7, and 12(e) of the Act and
Rules 62 and 65 thereunder.
Alabama Power's charter currently provides that, without the
affirmative vote of a majority of the total number of shares of
preferred stock at the time outstanding, Alabama Power shall not issue
or assume any securities representing unsecured debt having maturities
of less than 10 years (other than for the purpose of refunding or
renewing outstanding unsecured securities resulting in equal or longer
maturities or redeeming or otherwise retiring all outstanding shares of
preferred stock or of any senior or equally ranking stock) if
immediately after such issue or assumption: (1) The total outstanding
principal amount of all securities representing unsecured debt will
thereby exceed 20% of the aggregate of all existing secured debt and
the capital stock, premiums thereon, and surplus, as stated on the
books, or (2) the total outstanding principal amount of all securities
representing unsecured debt of maturities of less than ten years will
thereby exceed 10% of such aggregate.
Alabama Power proposes to submit to its preferred stock
shareholders and to its sole common stock shareholder, Southern, at a
special meeting of such holders to be held on or about September 21,
1994, a proposal to amend Alabama Power's charter as follows. Alabama
Power, without the affirmative vote of a majority of the total number
of shares of preferred stock at the time outstanding, shall not issue
or assume any securities representing unsecured debt having maturities
of less than 10 years (other than for the purpose of refunding or
renewing outstanding unsecured securities resulting in equal or longer
maturities or redeeming or otherwise retiring all outstanding shares of
preferred stock or of any senior or equally ranking stock) if
immediately after such issue or assumption the total outstanding
principal amount of all securities representing unsecured debt will
thereby exceed 20% of the aggregate of all existing secured debt and
the capital stock, premiums thereon, and surplus, as stated on the
books (``Proposal 1'').
Should Proposal 1 fail to receive the necessary 66\2/3\% vote of
the total number of shares of preferred stock outstanding, and 66\2/3\%
vote from Southern as the owner of all outstanding shares of common
stock, Alabama Power proposes to seek authority from its preferred
shareholders to issue or assume, until October 1, 2004, additional
unsecured debt. This unsecured debt will have maturities of less than
ten years, and will exceed 10% of capital, surplus, and secured debt,
provided that the amount of securities representing unsecured debt
having maturities of less than ten years outstanding on January 1,
2005, shall not exceed such 10% limitation, and Alabama Power's total
indebtedness represented by unsecured securities shall not exceed 20%
of capital, surplus, and secured debt (``Proposal 2''). Proposal 2
requires the affirmative vote of a majority of the total number the
shares of preferred stock outstanding.
Alabama Power intends to solicit proxies from its preferred
shareholders to approve the alternative proposals. Alabama Power has
filed its proxy solicitation material and requests that the its
declaration with respect to the solicitation of proxies for voting by
its preferred shareholders to approve the alternative proposals be
permitted to become effective forthwith as provided in Rule 62(d).
It appearing to the Commission that Alabama Power's declaration
regarding the proposed solicitation of proxies should be permitted to
become effective forthwith, pursuant to Rule 62:
It Is Ordered, that the declaration regarding the proposed
solicitation of proxies, be, and it hereby is, permitted to become
effective forthwith, under Rule 62, and subject to the terms and
conditions as prescribed in Rule 24 under the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-19680 Filed 8-11-94; 8:45 am]
BILLING CODE 8010-01-M
