[Federal Register Volume 68, Number 54 (Thursday, March 20, 2003)]
[Notices]
[Pages 13735-13736]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-6656]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27658]


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

March 14, 2003.
    Notice is hereby given that the following filings 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) 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 April 8, 2003, to the 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 April 8, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Mississippi Power Company (70-10094)

    Mississippi Power Company (``Mississippi''), 2992 West Beach, 
Gulfport, Mississippi 39501, a wholly owned electric utility subsidiary 
of the Southern Company (``Southern''), a registered holding company 
under the Act, has filed an application-declaration (``Application'') 
under sections 6(a), 7, 9(a), 10, 12(c) and 12(d) of the Act and rule 
54 under the Act.
    Mississippi proposes to incur, from time to time or at any time on 
or before March 31, 2006 (``Authorization Period''), obligations in 
connection with the issuance and sale by public instrumentalities of 
one or more series of pollution control revenue bonds (``Revenue 
Bonds'') in an aggregate principal amount of up to $75,000,000. 
Mississippi further proposes to issue and sell, from time to time or at 
any time on or before the Authorization Period, one or more series of 
its senior debentures, senior promissory notes or other senior debt 
instruments (individually, ``Senior Note'' and collectively, ``Senior 
Notes''), one or more series of its first mortgage bonds and one or 
more series of its preferred stock in an aggregate amount of up to 
$475,000,000 in any combination of issuance.
    The Revenue Bonds will be issued for the benefit of Mississippi to 
finance or refinance the costs of certain air and water pollution 
control facilities and sewage and solid waste disposal facilities at 
one or more of Mississippi's electric generating plants or other 
facilities located in various counties. It is proposed that each such 
county or the otherwise appropriate public body or instrumentality 
(``County'') will issue Revenue Bonds to finance or refinance the costs 
of the acquisition, construction, installation and equipping of said 
facilities at the plant or other facility located in its jurisdiction 
(``Project''). It is proposed that the Revenue Bonds will mature not 
more than 40 years from the first day of the month in which they are 
initially issued and may, if it is deemed advisable for purposes of the 
marketability of the Revenue Bonds, be entitled to the benefit of a 
mandatory redemption sinking fund calculated to retire a portion of the 
aggregate principal amount of the Revenue Bonds prior to maturity.
    Mississippi proposes to enter into a Loan or Installment Sale 
Agreement with each County (``Agreement''), issuing such Revenue Bonds. 
Under the Agreement, the issuing County will loan to Mississippi the 
proceeds of the sale of the County's Revenue Bonds, and Mississippi may 
issue a non-negotiable promissory note (``Note''), or the County will 
undertake to purchase and sell the related Project to Mississippi. The 
proceeds from the sale of the Revenue Bonds will be deposited with a 
Trustee (``Trustee'') under an indenture to be entered into between the 
County and the Trustee (``Trust Indenture''), under which the Revenue 
Bonds are to be issued and secured, and will be applied by Mississippi 
to payment of the cost of construction of the Project or to refund 
outstanding pollution control revenue obligations.
    The Trust Indenture and the Agreement may give the holders of the 
Revenue Bonds the right, during such time as the Revenue Bonds bear 
interest at a fluctuating rate or otherwise, to require Mississippi to 
purchase the Revenue Bonds from time to time, and arrangements may be 
made for the remarketing of any such Revenue Bonds through a 
remarketing agent.

[[Page 13736]]

Mississippi also may be required to purchase the Revenue Bonds, or the 
Revenue Bonds may be subject to mandatory redemption, at any time if 
the interest thereon is determined to be subject to federal income tax. 
Also in the event of taxability, interest on the Revenue Bonds may be 
effectively converted to a higher variable or fixed rate, and 
Mississippi also may be required to indemnify the bondholders against 
any other additions to interest, penalties and additions to tax.
    In order to obtain the benefit of ratings for the Revenue Bonds 
equivalent to the rating of Mississippi's first mortgage bonds 
outstanding under the indenture dated as of September 1, 1941 between 
Mississippi and Deutsche Bank Trust Company Americas, as successor 
trustee, as supplemented and amended (``Mortgage''), Mississippi may 
determine to secure its obligations under the Note and/or the Agreement 
by delivering to the Trustee, to be held as collateral, a series of its 
first mortgage bonds (``Collateral Bonds''). The aggregate principal 
amount of the Collateral Bonds would be equal to either: (i) The 
principal amount of the Revenue Bonds or (ii) the sum of such principal 
amount of the Revenue Bonds plus interest payments thereon for a 
specified period.
    As a further alternative to, or in conjunction with, securing its 
obligations through the issuance of the Collateral Bonds, Mississippi 
may: (i) Cause an irrevocable Letter of Credit or other credit facility 
(``Letter of Credit'') of a bank or other financial institution to be 
delivered to the Trustee; and/or (ii) cause an insurance company to 
issue a policy (``Policy'') guaranteeing the payment of the Revenue 
Bonds. In the event that the Letter of Credit is delivered to the 
Trustee as an alternative to the issuance of the Collateral Bonds, 
Mississippi may also convey to the County a subordinated security 
interest in the Project or other property of Mississippi as further 
security for Mississippi's obligations under the Agreement and the 
Note.
    The effective cost to Mississippi of any series of the Revenue 
Bonds will not exceed the greater of (i) 200 basis points over 
comparable term U.S. Treasury securities, or (ii) a gross spread over 
such Treasury securities which is consistent with comparable 
securities. Such effective cost will reflect the applicable interest 
rate or rates and any underwriters' discount or commission.
    Mississippi also proposes to issue and sell, at any time during the 
Authorization Period: One or more series of its (a) Senior Notes; (b) 
first mortgage bonds (``First Mortgage Bonds''); and (c) preferred 
stock in an aggregate amount of up to $475 million, in any combination 
of issuance. The Senior Notes will have a maturity that will not exceed 
approximately 50 years. The interest rate on each issue of Senior Notes 
may be either a fixed rate or an adjustable rate to be determined on a 
periodic basis by auction or remarketing procedures, in accordance with 
formula or formulae based upon certain reference rates, or by other 
predetermined methods. The Senior Notes will be direct, unsecured and 
unsubordinated obligations of Mississippi ranking pari passu with all 
other unsecured and unsubordinated obligations of Mississippi. The 
Senior Notes will be effectively subordinated to all secured debt of 
Mississippi, including its First Mortgage Bonds. The Senior Notes will 
be governed by an indenture or other document. The effective cost of 
money to Mississippi on the Senior Notes will not exceed the greater of 
(i) 300 basis points over comparable term U.S. Treasury securities, or 
(ii) a gross spread over such Treasury securities which is consistent 
with comparable securities.
    The First Mortgage Bonds will have a term of not more than 40 years 
and will be sold for the best price obtainable, but not less than 98% 
or more than 101\3/4\% of the principal amount, plus any accrued 
interest. Mississippi may enhance the marketability of the First 
Mortgage Bonds by purchasing an insurance policy to guarantee the 
payment when due of the First Mortgage Bonds.
    Mississippi proposes that each issuance of Mississippi's preferred 
stock, par or stated value of up to $100 per share (``new Preferred 
Stock''), will be sold for the best price obtainable (after giving 
effect to the purchasers' compensation) but for a price to Mississippi 
(before giving effect to such purchasers' compensation) of not less 
than 100% of the par or stated value per share.
    Mississippi states that it may determine to use the proceeds from 
the sale of the Revenue Bonds, the Senior Notes, the First Mortgage 
Bonds and the new Preferred Stock to redeem or otherwise retire its 
outstanding senior notes, first mortgage bonds, pollution control bonds 
and/or preferred stock. Mississippi also proposes that it may use the 
proceeds from the sale of the Senior Notes, the First Mortgage Bonds 
and new Preferred Stock, along with other funds, to pay a portion of 
its cash requirements to carry on its electric utility business. 
Mississippi further states that it may determine to use the proceeds 
from the sale of the Revenue Bonds, the Senior Notes, the new Bonds and 
the new Preferred Stock to redeem or otherwise retire its outstanding 
senior notes, first mortgage bonds, pollution control bonds and/or 
preferred stock if such use is considered advisable. To the extent that 
the redemption or other retirement of outstanding preferred stock uses 
the proceeds from security sales as proposed in the Application, 
Mississippi requests this authorization under 12 (c) of the Act.
    Mississippi represents that it will maintain its common equity as a 
percentage of its capitalization (inclusive of short-term debt) at no 
less than 30 percent. Mississippi further represents that no guarantees 
or other securities may be issued unless: (i) The security to be 
issued, if rated, is rated investment grade; (ii) all outstanding 
securities of Mississippi that are rated are rated investment grade; 
and (iii) all outstanding securities of Southern that are rated are 
rated investment grade. For purposes of this condition, a security will 
be considered rated investment grade if it is rated investment grade by 
at least one ``nationally recognized statistical rating organization,'' 
as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of rule 
15c3-1 under the Securities Exchange Act of 1934. Mississippi requests 
that the Commission reserve jurisdiction over the issuance by 
Mississippi of any securities that are rated below investment grade. 
Mississippi further requests that the Commission reserve jurisdiction 
over the issuance of any guarantee or other securities at any time that 
the conditions set forth in clauses (i) through (iii) above are not 
satisfied.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-6656 Filed 3-19-03; 8:45 am]
BILLING CODE 8010-01-P