[Federal Register Volume 69, Number 107 (Thursday, June 3, 2004)]
[Notices]
[Pages 31436-31437]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-12549]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27849]


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

May 27, 2004.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under 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 June 21, 2004, 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 June 21, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Georgia Power Company, et. al. (70-10223)

    Georgia Power Company (``Georgia Power''), 241 Ralph McGill 
Boulevard, NE., Atlanta, Georgia 30308, a wholly-owned utility 
subsidiary of The Southern Company (``Southern''), a registered holding 
company; Gulf Power Company (``Gulf Power''), One Energy Place, 
Pensacola, Florida 32520, a wholly-owned utility subsidiary of 
Southern; Mississippi Power Company (``Mississippi Power''), 2992 West 
Beach, Gulfport, Mississippi 39501, a wholly-owned utility subsidiary 
of Southern; Savannah Electric and Power Company (``Savannah Power''), 
600 Bay Street East, Savannah, Georgia 31401, a wholly-owned utility 
subsidiary of Southern; and Southern Company Funding Corporation 
(``Southern Funding''), 270 Peachtree Street, NW., Atlanta, Georgia 
30303, a wholly-owned subsidiary of Southern (collectively, 
``Applicants''), have filed a declaration/application (``Declaration'') 
under sections 6, 7, 9(a), 10, and 12(b) of the Act and rules 45 and 54 
under the Act.
    By order dated November 8, 2000 (Holding Company Act Release No. 
27273), Southern Funding was authorized to issue commercial paper at 
the request and for the benefit of the Applicants and Alabama Power 
Company (``Alabama Power''), and Southern Electric Generating Company 
(``SEGCO'') (collectively, ``Operating Companies'') in an amount not to 
exceed $3.5 billion outstanding at any time prior to June 30, 2004. The 
Operating Companies were authorized to borrow the proceeds from the 
sale of the commercial paper issued for their benefit.
    Applicants now seek authority for Southern Funding to issue and 
sell commercial paper at the request of the Operating Companies from 
time to time prior to June 30, 2007 (``Authorization Period'') in an 
aggregate principal amount at any one time outstanding not to exceed 
$8.4 billion. Applicants also seek authority for Georgia Power, Gulf 
Power, Mississippi Power and Savannah Power to borrow the proceeds of 
the sale of commercial paper in amounts that will not at any time 
during the Authorization Period exceed $3.2 billion for Georgia Power, 
$600 million for Gulf Power, $500 million for Mississippi Power, and 
$120 million for Savannah Power. The remaining amount of commercial 
paper authorized to be issued by Southern Funding will be issued at the 
request of, and borrowed by, Alabama Power and SEGCO.\1\ Finally, 
Applicants seek authority for Georgia Power to guarantee any loan by 
Southern Funding to SEGCO in an amount of up to $150 million, or to re-
lend any borrowing Georgia Power makes from Southern Funding to SEGCO. 
Alabama Power and Georgia Power each own 50% of the outstanding common 
stock of SEGCO and are entitled to one-half of SEGCO's capacity and 
energy.
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    \1\ Applicants state that the security issuances by Alabama 
Power and SEGCO are exempt from prior Commission review in 
accordance with rule 52(a) of the Act.
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    Currently, Georgia Power, Mississippi Power and Savannah Power have 
authority to make short-term and term loan borrowings in amounts not to 
exceed $3.2 billion, $500 million, and $120 million, respectively, 
prior to March 31, 2006,\2\ and Gulf Power has authority to effect 
short-term and term loan borrowings in an amount not to exceed $600 
million prior to January 1, 2007 \3\ (collectively, ``Short-Term 
Borrowing Orders''). Applicants propose to aggregate the authority 
requested in the Declaration with the existing authority in the Short-
Term Borrowing Orders so that at all times when the order in connection 
with this Declaration is in effect, Georgia Power, Mississippi Power, 
Savannah Power and Gulf Power will have short-term borrowing 
authorizations in an amount not to exceed $3.2 billion, $600 million, 
$500 million and $120 million aggregate principal amount, respectively.
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    \2\ See Holding Company Act Release No. 27617 (December 16, 
2002) (Georgia Power); Holding Company Act Release No. 27616 
(December 16, 2002) (Mississippi Power); and Holding Company Act 
Release No. 27618 (December 16, 2002) (Savannah Power).
    \3\ See Holding Company Act Release No. 27773 (December 18, 
2003) (Gulf Power).
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    Southern Funding has entered into financial services agreements 
with each Operating Company under which Southern Funding has agreed to 
use its reasonable best efforts to issue commercial paper in amounts 
and at times as requested by each Operating Company. Each of Georgia 
Power, Gulf Power, Mississippi Power and Savannah Power proposes to 
borrow the cash proceeds of each issuance it requests. Each Operating 
Company's requested borrowing will be evidenced on a grid promissory 
note from the Operating Company to Southern Funding, on which each 
borrowing will be reflected until repaid. The terms of each borrowing 
will be identical to those of the related commercial paper issued for 
its benefit. In addition, Georgia Power also requests authority to 
guarantee any loan by Southern Funding to SEGCO, or to re-lend any 
borrowing Georgia Power

[[Page 31437]]

makes from Southern Funding to SEGCO. The amount of any guarantee by 
Georgia Power will not exceed $150 million at any one time outstanding, 
and may be made by Georgia Power individually to SEGCO, or jointly and 
severally by Georgia Power and Alabama Power to SEGCO.
    The commercial paper that may be issued by Southern Funding will be 
in the form of promissory notes with varying maturities not to exceed 
one year, which maturities may be subject to extension to a final 
maturity not to exceed 390 days. Actual maturities will be determined 
by market conditions, the effective interest costs and the anticipated 
cash flows of the respective Operating Companies, including the 
proceeds of other borrowings, at the time of issuance. The commercial 
paper notes will be issued in denominations of not less than $50,000 
and will not by their terms be payable prior to maturity.
    The commercial paper will be sold by Southern Funding directly to 
or through a dealer or dealers (the ``dealer''). The discount rate (or 
the interest rate in the case of interest-bearing notes), including any 
commissions, will not be in excess of the discount rate per annum (or 
the equivalent interest rate) prevailing at the date of issuance for 
commercial paper of comparable quality with the same maturity sold by 
other issuers to commercial paper dealers.
    No commission or fee will be payable in connection with the 
issuance and sale of commercial paper, except for a commission not to 
exceed \1/8\th of 1% per annum payable to the dealer in respect of 
commercial paper sold through the dealer as principal. The dealer will 
re-offer such commercial paper at a discount rate of up to \1/8\th of 
1% per annum less than the prevailing interest rate to Southern Funding 
or at an equivalent cost if sold on an interest-bearing basis.
    Each Applicant (other than Southern Funding) represents that 
through the Authorization Period it will maintain its common equity as 
a percentage of capitalization (inclusive of short-term debt) at no 
less than thirty percent. Southern Funding will not issue any 
securities on behalf of an Applicant (other than commercial paper with 
a maturity of one year or less) under this Declaration unless upon 
original issuance: (i) The securities, if rated, are rated at least 
investment grade, (ii) all outstanding securities of the Applicant on 
whose behalf the borrowing will be made 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, a 
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 Power requests that Southern Funding be permitted to 
issue a security on Gulf Power's behalf that does not satisfy the 
foregoing condition if the requirements of rule 52(a)(1) and rule 
52(a)(3) are met and the issue and sale of the security have been 
expressly authorized by the Florida Public Service Commission. 
Applicants request 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. 04-12549 Filed 6-2-04; 8:45 am]
BILLING CODE 8010-01-P