[Federal Register Volume 68, Number 226 (Monday, November 24, 2003)]
[Notices]
[Pages 65974-65975]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-29210]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27763]


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

November 17, 2003.
    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) 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 December 12, 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 December 12, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Gulf Power Company (70-10156)

    Gulf Power Company (``Gulf''), 500 Bayfront Parkway, Pensacola, 
Florida, 32501 a wholly owned public utility subsidiary of The Southern 
Company (``Southern''), a registered public utility holding company, 
has filed with the Commission a declaration (``Declaration'') under 
sections 6(a) and 7 of the Act and rule 54 under the Act.
    Gulf proposes to issue and sell from time to time, through January 
1, 2007 (``Authorization Period''), (i) short-term and/or term-loan 
notes to lenders and (ii) commercial paper to or through dealers in an 
aggregate principal amount at any one time outstanding of up to $600 
million.
    Gulf proposes to effect borrowings from certain banks or other 
lending institutions. These institutional borrowings will be evidenced 
by (i) notes to be dated as of the date of the borrowings and to mature 
in not more than seven years after the date of issue or (ii) ``grid'' 
notes evidencing all outstanding borrowings from each lender to be 
dated as of the date of the initial borrowing and to mature not more 
than seven years after the date of issue. Gulf proposes that it may 
provide that any note evidencing these borrowings may not be 
prepayable, or that it may be prepaid with payment of a premium that is 
not in excess of the stated interest rate on the borrowing to be 
prepaid.
    Gulf states that borrowings will be at the lender's prevailing rate 
offered to corporate borrowers of similar quality, but asserts that 
these rates will not exceed the lender's prime rate or (i) London Inter 
Bank Offering Rate plus up to 3% or (ii) a rate not to exceed the prime 
rate to be established by bids obtained from the lenders prior to a 
proposed borrowing.
    Gulf states that compensation for the credit facilities may be 
provided by fees of up to 1% per annum of the amount of the facility 
and that compensating balances may be used in lieu of fees to 
compensate certain of the lenders.
    Gulf also proposes to issue and sell commercial paper (``Commercial 
Paper'') to or through dealers from time to time through the 
Authorization Period. Gulf states that the Commercial Paper will be in 
the form of promissory notes with varying maturities not to exceed 390 
days.\1\ Gulf states that actual maturities will be determined by 
market conditions, the effective interest costs and Gulf's anticipated 
cash flow, including the proceeds of other borrowings, at the time of 
issuance. Gulf states that the Commercial Paper will be issued in 
denominations of not less than $50,000 and will be sold directly to or 
through a dealer or dealers (``Dealer''). Gulf states that the discount 
rate (or the

[[Page 65975]]

interest rate in the case of interest-bearing notes), including any 
commissions, will not be in excess of the discount rate per annum (or 
equivalent interest rate) prevailing at the date of issuance for 
commercial paper of comparable quality of the particular maturity sold 
by issuers to commercial paper dealers.
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    \1\ Applicants state that the ability to extend the maturity of 
commercial paper notes is a feature of an Extendible Commercial 
Notes program. Applicants state that the maturity of Commercial 
Paper notes issued under an Extendible Commercial Notes program is 
365 days or less; however, if the principal of any Commercial Paper 
note is not paid at maturity, the maturity of the Commercial Paper 
note will be automatically extended to 390 days from the date of 
original issuance. Any Commercial Paper note with greater than 365 
days remaining until maturity at the end of a reporting period will 
be treated as long-term debt for accounting purposes.
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    Gulf states that it will pay a commission not to exceed 1/8 of 1% 
per annum payable to the Dealer in respect of Commercial Paper sold 
through the Dealer as principal. Gulf states that the Dealer will 
reoffer the commercial paper at a discount rate of up to 1/8 of 1% per 
annum less than the prevailing interest rate to Gulf or at an 
equivalent cost if sold on an interest-bearing basis.
    By order dated December 13, 1996, (HCAR No. 26628) (``Short-Term 
Borrowings Order''), Gulf has authority to effect short-term 
borrowings, include bank borrowings and the issuance of commercial 
paper, in an amount not to exceed $300,000,000 prior to January 1, 
2004.
    Additionally, by order dated November 8, 2000 (HCAR No. 27273) 
(``Consolidated Commercial Paper Order''), Gulf states that it has 
authority to effect short-term borrowings in which Gulf is not the 
issuer. Gulf states that the Consolidated Commercial Paper Order 
authorizes Gulf to effect short-term borrowings through a Southern 
consolidated commercial paper program in an amount not to exceed 
$300,000,000 through June 30, 2004. The Consolidated Commercial Paper 
Order authorized a Southern subsidiary (``Issuer'') to issue commercial 
paper for the benefit of Gulf and other Southern utility subsidiaries, 
Georgia Power Company, Mississippi Power Company, Savannah Electric and 
Power Company, Alabama Power Company, and Southern Electric Generating 
Company (``Participants''). Each Participant borrows the proceeds from 
the sale of commercial paper by the Issuer for that Participant's 
benefit. Gulf states that it is authorized to borrow up to $300,000,000 
outstanding principal amount at any time from the Issuer under to the 
Consolidated Commercial Paper Order.
    According to terms of the Short-Term Borrowings Order and the 
Consolidated Commercial Paper Order, any borrowings under each order 
must be aggregated and may not exceed the $300,000,000 aggregate 
principal amount authorized by the Short-Term Borrowings Order. At 
September 30, 2003, Gulf states that it did not have any borrowings 
outstanding under either authorization.
    Gulf now requests to increase its short-term borrowings authority 
from an aggregate principal amount of $300,000,000 to $600,000,000. 
Gulf proposes that the authorization sought in this Declaration would 
supersede and replace the authorization in the Short-Term Borrowings 
Order effective immediately upon the date of the Commission's order in 
connection with this Declaration but would not supercede the 
authorization in the Consolidated Commercial Paper Order. Gulf expects 
that a new filing requesting authority to continue the Southern 
consolidated commercial paper program (``Expected Filing'') will be 
filed prior to the expiration of the authorization in the Consolidated 
Commercial Paper Order. Gulf states that this filing will include 
$600,000,000 aggregate principal amount of borrowings for the benefit 
of Gulf, which will correspond to the amount sought in this 
Declaration.
    Gulf requests that any borrowings entered into under authority 
granted in this Declaration and those entered into under the authority 
granted in the Consolidated Commercial Paper Order be aggregated and 
may not exceed the $600,000,000 aggregate principal amount. Gulf 
requests that at all times when the order in connection with this 
Declaration is in effect, Gulf will have short-term borrowings 
authorization in an amount not to exceed $600,000,000 aggregate 
principal amount.
    Gulf states that proceeds from the proposed borrowings will be used 
for working capital purposes, including the financing in part of its 
construction program. Except as may be otherwise authorized by the 
Commission, Gulf states that any short-term or term-loan borrowings of 
Gulf outstanding after June 30, 2007 and June 30, 2014, respectively, 
will be retired from internal cash resources, the proceeds of equity 
financings or the proceeds of short or long-term debt.
    Gulf represents that it will maintain its common equity as a 
percentage of capitalization (inclusive of short-term debt) at no less 
than thirty percent. Gulf will not issue any securities under authority 
from this Declaration, unless upon original issuance thereof: (i) The 
securities, if rated, are rated at least investment grade, (ii) all 
outstanding securities of Gulf 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 provision, any 
security will be deemed to be rated ``investment grade'' if it is rated 
investment grade by at least one nationally recognized statistical 
rating organization, as defined in paragraphs (c)(2)(vi)(E), (F) and 
(H) of Rule 15c3-1 under the Securities Exchange Act of 1934, as 
amended. Gulf requests that it be permitted to issue a security that 
does not satisfy the foregoing condition if the requirements of rule 
52(a)(i) and rule 52(a)(iii) are met and the issue and sale of the 
security have been expressly authorized by the Florida Public Service 
Commission. Gulf hereby requests that the Commission reserve 
jurisdiction over the issuance of any securities at any time that the 
conditions set forth above are not satisfied.

    For the Commission by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-29210 Filed 11-21-03; 8:45 am]
BILLING CODE 8010-01-P