SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALABAMA POWER COMPANY GULF POWER COMPANY
600 North 18th Street One Energy Place
Birmingham, Alabama 35291 Pensacola, Florida 32520
GEORGIA POWER COMPANY MISSISSIPPI POWER COMPANY
241 Ralph McGill Boulevard, N.E. 2992 West Beach
Atlanta, Georgia 30308 Gulfport, Mississippi 39501
SAVANNAH ELECTRIC AND POWER COMPANY
600 East Bay Street
Savannah, Georgia 31401
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of each applicant or declarant)
William E. Zales, Jr., Vice President Warren E. Tate, Secretary
and Corporate Secretary and Treasurer
Alabama Power Company Gulf Power Company
600 North 18th Street One Energy Place
Birmingham, Alabama 35291 Pensacola, Florida 32520
Janice G. Wolfe Vicki L. Pierce
Corporate Secretary Corporate Secretary
Georgia Power Company Mississippi Power Company
241 Ralph McGill Boulevard, N.E. 2992 West Beach
Atlanta, Georgia 30308 Gulfport, Mississippi 39501
Nancy E. Frankenhauser
Corporate Secretary
Savannah Electric and Power Company
600 East Bay Street
Savannah, Georgia 31401
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Gale E. Klappa John D. McLanahan, Esq.
Executive Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
270 Peachtree Street, NW Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
Walter M. Beale, Jr.
Balch & Bingham LLP
1901 Sixth Avenue North, Suite 2600
Birmingham, Alabama 35203
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
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Alabama Power Company ("Alabama"), Georgia Power Company
("Georgia"), Gulf Power Company ("Gulf"), Mississippi Power Company
("Mississippi") and Savannah Electric and Power Company ("Savannah")
(collectively, the "Operating Affiliates") are wholly-owned electric utility
subsidiaries of The Southern Company, a registered holding company under the
Public Utility Holding Company Act of 1935, as amended.
The Operating Affiliates previously have acquired, by purchase
or lease, coal hopper railroad cars for use in transporting coal in dedicated
unit train service to the respective company's coal-fired generating plants.
Alabama currently has approximately 4,300 such railcars operating to transport
coal to two of its plants. Georgia currently has approximately 4,400 such
railcars operating to transport coal to nine of its plants. Gulf does not
currently have any such railcars, but Mississippi has entered into a lease
agreement on behalf of itself and Gulf with respect to 800 cars for the
transportation of coal to Plant Daniel, which is owned by Mississippi and Gulf
as tenants in common. Mississippi currently has approximately 1,000 such
railcars operating to transport coal to two of its plants. Savannah currently
has approximately 94 such railcars operating to transport coal to one of its
plants.
These railcars have been or will be acquired for the Operating
Affiliates' use based upon anticipated needs as indicated from coal burn
forecasts. Such forecasts are subject to periodic revision as a result of
changes in fuel prices, adjustments to the Southern electric system's economic
dispatch procedures and other causes. Thus, from time to time an Operating
Affiliate may, because of changes in such forecasts and other factors, have a
need for a lesser or greater number of railcars than then currently available to
it. During any surplus period it may be desirable and economically advantageous
to lease or sublease the excess railcars to non-affiliates. Accordingly, each
Operating Affiliate hereby requests authority, from time to time on or prior to
December 31, 2009, to lease or sublease to non-affiliates railcars not then
needed for its operations.
It is proposed that any such non-affiliate lease or sublease
will not exceed one year in duration and will give the respective Operating
Affiliate the right of termination, upon reasonable notice, to permit the return
of the cars to customer service if needed earlier. It is further proposed that
no more than 2,500 railcars will be leased or subleased at any one time pursuant
to authority granted hereunder.
Revenues realized from any transaction pursuant to authority
granted hereunder will be credited against the respective Operating Affiliate's
costs as owner or lessee (as the case may be) of the railcars and reflected
accordingly in its ratemaking provisions, except to the extent the regulatory
authority having jurisdiction over the matter authorizes a different treatment.
In the case of Georgia, Gulf, Mississippi and Savannah, such revenues will be
recorded in Fuel Stock account number 151. In the case of Alabama such revenues
will be recorded in Rent from Electric Property account number 709-00017.
Leases or subleases of railcars by an Operating Affiliate to
another Operating Affiliate will be reported in accordance with Item 8 of the
Annual Report on Form U5S.
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ITEM 2. FEES, COMMISSIONS AND EXPENSES.
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The estimated fees and expenses to be paid or incurred in connection
with the proposed transactions are as follows:
Legal Fees................................ $ 5,000
Miscellaneous............................. 5,000
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Total.............................. $10,000
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ITEM 3. APPLICABLE STATUTORY PROVISIONS.
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The Operating Affiliates consider that the proposed
transactions with non-affiliates, as described herein, may be subject to
Sections 9(a) and 10 of the Act.
The proposed transactions will be carried out in accordance
with the procedure specified in Rule 23 and pursuant to an order of the
Securities and Exchange Commission (the "Commission") with respect thereto. It
is expected that the proposed transactions will be consummated from time to time
as described in Item 1 hereof in such a manner and to such extent as may be
permitted in order to obtain the maximum benefit therefrom.
Rule 54 Analysis: The proposed transactions are also subject
to Rule 54, which provides that, in determining whether to approve an
application which does not relate to any "exempt wholesale generator" ("EWG") or
"foreign utility company" ("FUCO"), the Commission shall not consider the effect
of the capitalization or earnings of any such EWG or FUCO which is a subsidiary
of a registered holding company if the requirements of Rule 53(a), (b) and (c)
are satisfied.
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Southern currently meets all of the conditions of Rule 53(a).
At September 30, 2001, Southern's "aggregate investment," as defined in Rule
53(a)(1), in EWGs and FUCOs was approximately $22.3 million, or 0.5% of
Southern's "consolidated retained earnings," also as defined in Rule 53(a)(1),
as of September 30, 2001 ($4.6 billion).1
In addition, Southern has complied and will continue to comply
with the record-keeping requirements of Rule 53(a)(2), the limitation under Rule
53(a)(3) on the use of operating company personnel to render services to EWGs
and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of
copies of certain filings under the Act to retail rate regulatory commissions.
Further, none of the circumstances described in Rule 53(b) has occurred.
ITEM 4. REGULATORY APPROVAL.
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The proposed transaction is not subject to the jurisdiction of
any state commission. The proposed transaction is not subject to the
jurisdiction of any Federal commission other than the Commission.
_____________________________
1 As discussed in Southern's Application on Form U-1 (File No. 70-9727) relating
to the spin-off of Mirant Corporation ("Mirant"), Southern and Mirant
reorganized certain energy-related and FUCO activities and Mirant completed a
tax-free distribution to Southern of these activities on March 5, 2001 (the
"Mini-Spin"). On April 2, 2001, Southern completed the spin-off of its remaining
ownership interest in Mirant to Southern's shareholders. Therefore, the four
indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc.
and NUON Lease, Inc.) obtained through the Mini-Spin are the only remaining FUCO
investments held by Southern. Although Southern now owns all of the equity in
these companies as a result of the Mini-Spin, Southern has no direct or indirect
investment or any aggregate investment within the meaning of Rule 53 in these
FUCOs, including any direct or indirect guarantees or credit positions related
to any capital or financing leases. Furthermore, the only remaining EWG
investment held by Southern after the spin-off is Southern Company-Florida LLC,
which was organized during the first quarter of 2001. Southern has executed
limited keep-well commitments whereby Southern would be required to make capital
contributions to Southern Energy Finance Capital Corp. or to Southern Energy
Finance Company, Inc. in the event of a shortfall in the scheduled debt service
resulting from certain changes in the payments due from Southern under the
Southern Company Income Tax Allocation Agreement. The maximum potential capital
contribution required under these commitments is the unamortized balance of the
related loans, which totaled approximately $394.4 million as of September 30,
2001.
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ITEM 5. PROCEDURE.
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The Operating Affiliates request that the Commission's order
herein be issued as soon as the rules will allow and that there be no thirty-day
period between the issuance of the Commission's order and the date on which it
is to become effective. The Operating Affiliates hereby waive a recommended
decision by a hearing officer or other responsible officer of the Commission and
hereby consent that the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order herein, unless such
division opposes the matter covered by this application or declaration.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
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(a) Exhibits.
A - None.
B - None.
C - None.
D - None.
E - None.
F-1 - Opinion of Balch & Bingham LLP, counsel to Alabama
and Mississippi.
F-2 - Opinion of Troutman Sanders LLP, counsel to Georgia
and Savannah.
F-3 - Opinion of Beggs & Lane, counsel to Gulf.
G - None
H - Form of Notice
(b) Financial Statements.
No financial statements are filed herewith since the financial
condition of the Operating Affiliates is not material to the proposed
transactions.
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ITEM. 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
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(a) In view of the nature of the proposed transactions described
herein, the Commission's action in this matter will not constitute any major
federal action significantly affecting the quality of the human environment.
(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be signed
on their behalf by the undersigned thereunto duly authorized.
Date: November 28, 2001 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
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
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