[Federal Register Volume 65, Number 205 (Monday, October 23, 2000)]
[Notices]
[Pages 63267-63268]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-27130]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27252]


Filing Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

October 13, 2000.
    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 under the Act. 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) for complete statements of the proposed transaction(s) 
summarized below. The application(s) and/or declaration(s) and any 
amendment(s) is/are available for public inspection through the 
Commission's Branch 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 November 7, 2000, to Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 November 7, 2000, 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. (70-9739)

Notice of Proposal To Amend Articles of Incorporation; Make Cash 
Payments; Order Authorizing Solicitation of Proxies

    Alabama Power Company (``Alabama''), 600 North 18th Street, 
Birmingham, Alabama 3591, Georgia Power Company (``Georgia''), 241 
Ralph McGill Boulevard N.E., Atlanta, Georgia 30308, Gulf Power Company 
(``Gulf''), 500 Bayfront Parkway, Pensacola, Florida 32501 and 
Mississippi Power Company (``Mississippi'', and collectively, 
``Subsidiaries''), 2992 West Beach, Gulfport, Mississippi 39501, each a 
public utility subsidiary company of the Southern Company 
(``Southern''), a registered holding company, have filed a declaration 
under section 6(a)(2), 7(e) and 12(e) of the Act and rules 53, 62(d) 
and 65 under the Act.
    The Subsidiaries state that Southern intends to distribute the 
common stock of its nonutility subsidiary, Southern Energy, Inc. 
(``Energy''), to Southern shareholders in a tax-free reorganization 
(``Reorganization''), which requires Southern to control 80% of the 
voting securities of both Energy and the Subsidiaries. Under the 
Reorganization, if the preferred shareholders of each of the 
Subsidiaries receives the right to vote for the election of directors, 
Southern will own at least 80% of the total combined voting power of 
all classes of stock entitled to vote, when considering the voting 
preferred securities together with the common stock of these companies.
    To facilitate the Reorganization, each Subsidiary proposes to amend 
its Articles of Incorporation (``Charter'') to confer fractional voting 
rights for the election of directors on the holders of its preferred 
stock (``Amendment'').\1\ In addition, the Subsidiaries propose that 
each of Alabama, Gulf and Mississippi solicit proxies from the holders 
of its outstanding shares of preferred stock and common stock for use 
at a special meeting (``Meeting'') of its stockholders to consider the 
Amendment.\2\ The Subsidiaries also propose the Georgia obtain a 
written consent from Southern approving the Amendment.\3\
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    \1\ The fractional vote to be given to the preferred 
stockholders under the Amendments is expected to range from one-
tenth of a vote to one vote per share of preferred stock.
    \2\ Southern holds all the outstanding shares of common stock of 
Alabama, Gulf and Mississippi, which, along with each company's 
outstanding preferred stock, constitute the only securities entitled 
to vote on the Amendments.
    \3\ Southern holds all of the outstanding shares of Georgia's 
common stock, which constitute the only securities entitled to vote 
on the Amendment.
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    With respect to each of Alabama and Mississippi, adoption of the 
Amendment requires the affirmative vote of a majority of the votes cast 
of all series of its outstanding preferred stock, voting together as 
one class,\4\ and a majority of its common stock.\5\ In the case of 
Gulf, adoption of the

[[Page 63268]]

Amendment requires a majority of the voting power of the outstanding 
preferred stock of all series, voting as one class,\6\ and a majority 
of its common stock.\7\ Adoption of the Amendment by Georgia requires 
the affirmative vote of two-thirds of its common stock.\8\
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    \4\ Alabama's outstanding preferred stock includes: (1) two 
series of its Class A cumulative preferred stock, stated capital $25 
per share, consisting of a 5.83% series, of which 1,520,000 shares 
are outstanding and a 5.20% series, of which 6,480,000 shares are 
outstanding; (2) six series of its Class A cumulative preferred 
stock, par value $100 per share, consisting of a 4.20% series, of 
which 135,115 shares are outstanding, a 4.52% series, of which 
50,000 shares are outstanding, a 4.60% series, of which 100,000 
shares are outstanding, a 4.64% series, of which 60,000 shares are 
outstanding, a 4.72% series, of which 50,000 shares are outstanding 
and a 4.92% series, of which 80,000 shares are outstanding; (3) one 
series of its Class A cumulative preferred stock, stated capital 
$100 per share, of which 500,000 shares are outstanding (``1988 
Auction Preferred''); and (4) one series of its Class A cumulative 
preferred stock, stated capital $100,000 per share, of which 200 
shares are outstanding (``1993 Auction Preferred'').
    Mississippi's outstanding preferred stock includes: (1) two 
series of its cumulative preferred stock, par value $100 per share, 
consisting of a 6.32% series, of which 150,000 shares are 
outstanding and a 6.65% series, of which 84,040 shares are 
outstanding; and (2) four series of its cumulative preferred stock, 
par value $100 per share, consisting of a 4.40% series, of which 
8,867 shares are outstanding, a 4.60% series, of which, 8,643 shares 
are outstanding, a 4.72% series, of which 16,700 shares are 
outstanding and a 7.00% series, of which 49,840 shares are 
outstanding.
    \5\ Alabama has outstanding 5,608,955 shares of commons stock, 
par value $40 per share. Mississippi has outstanding 1,121,000 
shares of common stock, no par value. Neither Alabama nor 
Mississippi has outstanding any other class of equity securities.
    \6\ Gulf's outstanding preferred stock includes three series of 
preferred stock, par value $100 per share, consisting of a 4.64% 
series, of which 12,503 shares are outstanding, a 5.16% series, of 
which 13,574 shares are outstanding and a 5.44% series, of which 
16,284 shares are outstanding.
    \7\ Gulf has outstanding 992,717 shares of common stock, no par 
value. Gulf has outstanding no other class of equity securities.
    \8\ Georgia has outstanding 7,761,500 shares of common stock, no 
par value. The Georgia common stock constitutes its only outstanding 
securities entitled to vote on the Amendment.
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    If the proposed Amendments are adopted, the Subsidiaries propose 
that each of Alabama, Gulf and Mississippi make special cash payments 
(``Payments'') to each preferred stockholder whose shares of preferred 
stock were properly voted in favor of the proposed Amendment. The 
proposed Payments will not exceed 0.50% of the stated capital or par 
value, as appropriate, per share of each company's outstanding 
preferred stock, except that Payments made by Alabama respecting the 
1988 Auction Preferred and the 1993 Auction Preferred will not exceed 
0.125% of the stated capital per share. The Subsidiaries state that 
each of Alabama, Gulf and Mississippi will disburse Payments out of its 
general funds, promptly after adoption of the proposed Amendment.
    The Subsidiaries request that an order authorizing the solicitation 
of proxies by Alabama, Gulf and Mississippi be issued as soon as 
practicable under rule 62(d). It appears to the Commission that the 
Subsidiaries' declaration relating to the proposed solicitation of 
proxies should be permitted to become effective immediately under rule 
62(d).
    Additional fees and expenses not exceeding $100,000 are anticipated 
in connection with these transactions. It is that no state or federal 
commission, other than this Commission, has jurisdiction over the 
proposed transaction.
    It is Ordered, under rule 62 under the Act, that the declaration 
regarding the proposed solicitation of proxies become effective 
immediately, subject to the term and conditions contained in rule 24 
under the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-27130 Filed 10-20-00; 8:45 am]
BILLING CODE 8010-01-M