60288 Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices

1The three series of Alabama NYSE Preferred

Stock consist of a 6.80% series, of which 1.52

million shares are outstanding (‘‘6.80% Series’’); a

6.40% series, of which two million shares are

outstanding (‘‘6.40% Series’’); and an adjustable

rate series, of which two million shares are

outstanding (‘‘AR Series’’).

2The six series of Alabama $100 Preferred Stock

consist of a 4.20% series, of which 364,000 shares

are outstanding (‘‘4.20% Series’’); a 4.52% series, of

which 50,000 shares are outstanding (‘‘4.52%

Series’’); a 4.60% series, of which 100,000 shares

are outstanding (‘‘4.60% Series’’); a 4.64% series, of

which 60,000 shares are outstanding (‘‘4.64%

Series’’); a 4.72% series, of which 50,000 shares are

outstanding (‘‘4.72% Series’’); and a 4.92% series,

of which 80,000 shares are outstanding (‘‘4.92%

Series’’).

of creditable railroad service. Benefits

then become payable after the employee

meets certain other requirements, which

depend, in turn, on the type of annuity

payable.

The requirements relating to the

annuities are prescribed in 20 CFR 216,

and 220.

The forms used by the RRB to collect

information needed for determining

entitlement to and the amount of an

employee retirement annuity follow:

Form AA–1, Application for Employee

Annuity Under the Railroad Retirement

Act is completed by an applicant for

either an age and service or disability

annuity. It obtains information about the

applicants marital history, work history,

military service, benefits from other

governmental agencies and railroad

pensions. Form AA–1d, Application for

Determination of Employee Disability, is

completed by an employee who is filing

for a disability annuity under the RRA,

or a disability freeze under the Social

Security Act for early Medicare based

on a disability. Form G–204,

Verification of Workers Compensation/

Public Disability Benefit Information, is

used to obtain and verify information

concerning worker’s compensation or

public disability benefits that are or will

be paid by a public agency to a disabled

railroad employee. Completion of the

forms is required to obtain a benefit.

One response is requested of each

respondent.

The RRB proposes to revise Form

AA–1 to add items that secure

information pertaining to the direct

deposit of benefits and Medicare

processing and delete items no longer

required. Forms AA–1, AA–1d and G–

204 will be revised to add language

required by the Paperwork Reduction

Act of 1995. Minor non-burden

impacting cosmetic and editorial

changes will also be made to all three

forms. The RRB estimates that 13,400

Form AA–1’s, 5,650 AA–1d’s and 175

G–204’s are completed annually. The

completion time for Form AA–1 is

estimated to 37 to 62 minutes per

response. The completion time for AA–

1d is estimated at 35 to 60 minutes per

response. The completion time for Form

G–204 is estimated at 5 minutes per

response.

Additional Information or Comments:

To request more information or to

obtain a copy of the information

collection justification, forms, and/or

supporting material, please call the RRB

Clearance Officer at (312) 751–3363.

Comments regarding the information

collection should be addressed to

Ronald J. Hodapp, Railroad Retirement

Board, 844 N. Rush Street, Chicago,

Illinois 60611–2092. Written comments

should be received within 60 days of

this notice.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–29476 Filed 11–6–97; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26769]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

October 31, 1997.

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 thereunder. 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 amendments thereto is/are available

for public inspection through the

Commission’s Office or 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 24, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, 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 case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact 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 said date, the application(s)

and/or declaration(s), as filed or as

amended, may be granted and/or

permitted to become effective.

The Southern Company, et al. (70–

9137); Notice of Proposal To Amend

Articles of Incorporation and Authorize

Registered Holding Company To

Acquire Preferred Stock of Utility

Subsidiaries; Order Authorizing

Solicitation of Proxies

The Southern Company (‘‘Southern’’),

270 Peachtree Street, N.W., Atlanta,

Georgia 30303, a registered holding

company, and certain of its publicutility subsidiaries, Alabama Power

Company (‘‘Alabama’’), 600 North 18th

Street, Birmingham, Alabama 35291,

Georgia Power Company (‘‘Georgia’’),

333 Piedmont Avenue, N.E., Atlanta,

Georgia 30308, Gulf Power Company

(‘‘Gulf’’), 500 Bayfront Parkway,

Pensacola, Florida 32501, and

Mississippi Power Company

(‘‘Mississippi’’), 2992 West Beach,

Gulfport, Mississippi 39501 (Alabama,

Georgia, Gulf and Mississippi

collectively, ‘‘Subsidiaries’’), have filed

an application-declaration under

sections 6(a), 7, 9(a), 10, 12(c), 12(d) and

12(e) of the Act, and rules 43, 44, 51, 54,

62 and 65 thereunder.

Alabama

Alabama has outstanding 5,608,955

shares of common stock, par value $40

per share (‘‘Alabama Common Stock’’),

all of which are held by Southern.

Alabama’s outstanding preferred stock

consists of: (1) 5.52 million shares of

Class A cumulative preferred stock,

stated capital $25 per share, issued in

three series,1 which are traded on the

New York Stock Exchange (‘‘Alabama

NYSE Preferred Stock’’); (2) 704,000

shares of cumulative preferred stock,

par value $100 per share, issued in six

series,2 which are traded over-thecounter (‘‘Alabama $100 Preferred

Stock’’); (3) 200 shares of Class A

cumulative preferred stock, stated

capital $100,000 per share, which are

traded over-the-counter (‘‘Alabama 1993

Auction Preferred Stock’’); and (4)

500,000 shares of Class A cumulative

preferred stock, stated capital $100,

which are traded over-the-counter

(‘‘Alabama 1988 Auction Preferred

Stock’’ and, together with the Alabama

NYSE Preferred Stock, Alabama $100

Preferred Stock and Alabama 1993

Auction Preferred Stock, ‘‘Alabama

Preferred Stock’’). Alabama has

outstanding no other class of equity

securities.

Paragraph A.2.f.(2) of Article IX of

Alabama’s Charter (‘‘Alabama Charter’’)

currently provides that, so long as any

shares of Alabama’s Preferred Stock are

outstanding, without the affirmative

vote of the holders of at least a majority
Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices 60289

3The three series of Georgia NYSE Preferred

Stock consist of a $1.925 series, of which 1.1565

million shares are outstanding (‘‘$1.925 Series’’); an

adjustable rate (first 1993) series, of which three

million shares are outstanding (‘‘AR1 1993 Series’’);

and an adjustable rate (second 1993) series, of

which four million shares are outstanding (‘‘AR2

1993 Series’’).

4The eleven series of Georgia OTC Preferred

Stock consist of a $4.60 series, of which 433,774

shares are outstanding (‘‘$4.60 Series’’); a $4.60

1962 series, of which 70,000 shares are outstanding

(‘‘$4.60 1962 Series’’); a $4.60 1963 series, of which

70,000 shares are outstanding (‘‘$4.60 1963 Series’’);

a $4.60 1964 series, of which 50,000 shares are

outstanding (’’$4.60 1964 Series’’); a $4.72 series, of

which 60,000 shares are outstanding (‘‘$4.72

Series’’); a $4.92 series, of which 100,000 shares are

outstanding (‘‘$4.92 Series’’); a $4.96 series, of

which 70,000 shares are outstanding (‘‘$4.96

Series’’); a $5.00 series, of which 14,090 shares are

outstanding (‘‘$5.00 Series’’); a $5.64 series, of

which 90,000 shares are outstanding (‘‘$5.64

Series’’); a $6.48 series, of which 120,000 shares are

outstanding (‘‘$6.48 Series’’); and a $6.60 series, of

which 100,000 shares are outstanding (‘‘$6.60

Series’’).

5For the purpose of this provision, the payment

due upon the maturity of unsecured debt having an

original single maturity in excess of ten years or the

payment due upon the final maturity of any

unsecured serial debt which had original maturities

in excess of ten years shall not be regarded as

unsecured debt of a maturity less than ten years

until the payment shall be required to be made

within three years.

6The three series of Gulf $100 Preferred Stock

consist of a 4.64% series, of which 51,026 shares

Continued

of the total voting power of the

outstanding Alabama Preferred Stock,

Alabama shall not issue or assume any

securities representing unsecured debt

(other than for the purpose of refunding

or renewing outstanding unsecured

securities issued by Alabama resulting

in equal or longer maturities or

redeeming or otherwise retiring all

outstanding shares of the Alabama

Preferred Stock or of any senior or

equally ranking stock) if, immediately

after the issue or assumption, the total

outstanding principal amount of all

securities representing unsecured debt

of Alabama would exceed 20% of the

aggregate of all existing secured debt of

Alabama and the capital stock,

premiums thereon and surplus of

Alabama as stated on Alabama’s books

(‘‘Alabama Debt Limitation Provision’’).

Paragraph A.2f.(1) of Article IX of the

Alabama Charter currently provides

that, so long as any shares of Alabama

Preferred Stock are outstanding, without

the affirmative vote of the holders of at

least a majority of the total voting power

of the outstanding Alabama Preferred

Stock, Alabama shall not dispose of all

or substantially all of its property or

merge or consolidate, unless the action

has been approved by the Commission

(‘‘Alabama Merger Provision’’).

Paragraph A.2.b. (except the first

paragraph therein) of Article IX of the

Alabama Charter currently provides

that, so long as any shares of Alabama

Preferred Stock are outstanding (except

as may be approved or permitted by the

affirmative vote of the holders of at least

two-thirds of the total voting power of

the outstanding Alabama Preferred

Stock), Alabama’s payment of dividends

on the Alabama Common Stock is

limited to 50% of net income available

for the stock during a period of 12

months if, calculated on a corporate

basis, the ratio of Alabama Common

Stock equity to total capitalization,

including surplus, adjusted to reflect the

payment of the proposed dividend, is

below 20% and to 75% of net income

if the ratio is 20% or more but less than

25% (‘‘Alabama Common Stock

Dividend Provision’’).

The clause after the words ‘‘January

31, 1942’’ in the first paragraph of

Paragraph A.2.b. of Article IX of the

Alabama Charter currently provides

that, so long as any shares of Alabama

Preferred Stock are outstanding,

Alabama shall not pay dividends on

Alabama common Stock (except those

paid concurrently with the receipt of a

cash capital contribution in like

amount) in cases where retained

earnings are not at least equal to two

times annual dividends on the

outstanding Alabama Preferred Stock

(‘‘Alabama Retained Earnings Dividend

Provision’’ and, together with the

Alabama Debt Limitation Provision, the

Alabama Merger Provision and the

Alabama Common Stock Dividend

Provision, (‘‘Alabama Restriction

Provisions’’).

Georgia

Georgia has outstanding 7.7615

million shares of common stock, no par

value (‘‘Georgia Common Stock’’), all of

which are held by Southern. Georgia’s

outstanding preferred stock consists of:

(1) 8.1565 million shares of Class A

cumulative preferred stock, stated value

$25 per share, issued in three series,3

which are traded on the New York Stock

Exchange (‘‘Georgia NYSE Preferred

Stock’’); and (2) 1,177,864 shares of

cumulative preferred stock, stated value

$100 per share, issued in eleven series,4

which are traded over-the-counter

(‘‘Georgia OTC Preferred Stock’’ and,

together with the Georgia NYSE

Preferred Stock, ‘‘Georgia Preferred

Stock’’). Georgia has outstanding no

other class of equity securities.

Subparagraph 14.A.3.f.(2) of

Paragraph III of Georgia’s Charter, as

amended (‘‘Georgia Charter’’), currently

provides that, so long as any shares of

Georgia Preferred Stock are outstanding,

without the affirmative vote of the

holders of at least a majority of the total

voting power of the outstanding Georgia

Preferred Stock, Georgia shall not issue

or assume any securities representing

unsecured debt (other than for the

purpose of refunding or renewing

outstanding unsecured securities issued

by Georgia resulting in equal or longer

maturities or redeeming or otherwise

retiring all outstanding shares of the

Georgia Preferred Stock or of any senior

or equally ranking stock) if, immediately

after the issue or assumption, (1) the

total outstanding principal amount of all

securities representing unsecured debt

of Georgia would exceed 20% of the

aggregate of all existing secured debt of

Georgia and the capital stock, premiums

thereon and surplus of Georgia as stated

on Georgia’s books; or (2) the total

outstanding principal amount of all

securities representing unsecured debt

of Georgia of maturities of less than ten

years 5 would exceed 10% of the

aggregate (‘‘Georgia Debt Limitation

Provision’’).

Subparagraph 14.A.3.f.(1) of

Paragraph III of the Georgia Charter

currently provides that, so long as any

shares of Georgia Preferred Stock are

outstanding, without the affirmative

vote of the holders of at least a majority

of the total voting power of the

outstanding Georgia Preferred Stock,

Georgia shall not dispose of all or

substantially all of its property or merge

or consolidate, unless the action has

been approved by the Commission

under the Act (‘‘Georgia Merger

Provision’’).

Subparagraph 14.A.3.b. (except the

first paragraph therein) of Paragraph III

of the Georgia Charter currently

provides that, so long as any shares of

Georgia Preferred Stock are outstanding,

Georgia’s payment of dividends on the

Georgia Common Stock is limited to

50% of net income available for the

stock during a period of 12 months if,

calculated on a corporate basis, the ratio

of Georgia Common Stock equity to total

capitalization, including surplus,

adjusted to reflect the payment of the

proposed dividend, is below 20%, and

to 75% of net income if the ratio is 20%

or more but less than 25% (‘‘Georgia

Common Stock Dividend Provision’’

and, together with the Georgia Debt

Limitation Provision and the Georgia

Merger Provision, ‘‘Georgia Restriction

Provisions’’).

Gulf

Gulf has outstanding 992,717 shares

of common stock, no par value (‘‘Gulf

Common Stock’’), all of which are held

by Southern. Gulf’s outstanding

preferred stock consists of: (1) 151,026

shares of preferred stock, par value $100

per share, issued in three series,6 which
60290 Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices

are outstanding (‘‘4.64% Series’’); a 5.16% series, of

which 50,000 shares are outstanding (‘‘5.16%

Series’’); and a 5.44% series, of which 50,000 shares

are outstanding (‘‘5.44% Series’’).

7The two series of Gulf $10 Preferred Stock

consist of a 6.72% series, of which 800,000 shares

are outstanding (‘‘6.72% Series’’); and an adjustable

rate (1993) series, of which 600,000 shares are

outstanding ‘‘(AR 1993 Series’’).

8For the purpose of this provision, the payment

due upon the maturity of unsecured debt having an

original single maturity in excess of ten years or the

payment due upon the final maturity of any

unsecured serial debt which had original maturities

in excess of ten years shall not be regarded as

unsecured debt of a maturity less than ten years

until the payment shall be required to be made

within three years.

9The two series of Mississippi NYSE Preferred

Stock consist of a 6.32% series, of which 600,000

shares are outstanding (‘‘6.32% Series’’); and a

6.65% series, of which 336,160 shares are

outstanding (‘‘6.65% Series’’).

10The four series of Mississippi OTC Preferred

Stock consist of a 4.40% series, of which 40,000

shares are outstanding (‘‘4.40% Series’’); a 4.60%

series, of which 20,099 shares are outstanding

(‘‘4.60% Series’’)’ a 4.72% series, of which 50,000

shares are outstanding (‘‘4.72% Series’’); and a

7.00% series, of which 50,000 shares are

outstanding (‘‘7.00% Series’’).

11For the purpose of this provision, the payment

due upon the maturity of unsecured debt having an

original single maturity in excess of ten years or the

payment due upon the final maturity of any

unsecured serial debt which had original maturities

in excess of ten years shall not be regarded as

unsecured debt of a maturity less than ten years

until the payment shall be required to be made

within three years.

are traded over-the-counter (‘‘Gulf $100

Preferred Stock’’); and (2) 1.4 million

shares of Class A preferred stock, par

value $10 per share, stated capital $25

per share, issued in two series,7 which

are traded over-the-counter (‘‘Gulf $10

Preferred Stock’’ and, together with the

Gulf $100 Preferred Stock, ‘‘Gulf

Preferred Stock’’). Gulf has outstanding

no other class of equity securities.

Paragraph (F)(b) under the ‘‘General

Provisions’’ of the ‘‘Preferred Stock’’

section of Gulf’s Restated Articles of

Incorporation, as amended (‘‘Gulf

Charter’’), currently provides that, so

long as any shares of Gulf Preferred

Stock are outstanding, without the

affirmative vote of the holders of at least

a majority of the total voting power of

the outstanding Gulf Preferred Stock,

Gulf shall not issue or assume any

securities representing unsecured debt

(other than for the purpose of refunding

or renewing outstanding unsecured

securities issued by Gulf resulting in

equal or longer maturities or redeeming

or otherwise retiring all outstanding

shares of the Gulf Preferred Stock or of

any senior or equally ranking stock) if,

immediately after the issue or

assumption, (1) the total outstanding

principal amount of all securities

representing unsecured debt or Gulf

would exceed 20% of the aggregate of

all existing secured debt of Gulf and the

capital stock, premiums thereon and

surplus of Gulf as stated on Gulf’s

books; or (2) the total outstanding

principal amount of all securities

representing unsecured debt of Gulf

maturities of less than ten years 8 would

exceed 10% of the aggregate (‘‘Gulf Debt

Limitation Provision’’).

Paragraph (F)(a) under ‘‘General

Provisions’’ of the ‘‘Preferred Stock’’

section of the Gulf Charter currently

provides that, so long as any shares of

Gulf Preferred Stock are outstanding,

without the affirmative vote of the

holders of at least a majority of the total

voting power of the outstanding Gulf

Preferred Stock, Gulf shall not dispose

of all or substantially all of its property

or merge or consolidate, unless the

action has been approved by the

Commission under the Act (‘‘Gulf

Merger Provision’’).

Paragraph (B) (except the first

paragraph therein) under the ‘‘General

Provisions’’ of the ‘‘Preferred Stock’’

section of the Gulf Charter currently

provides that, so long as any shares of

Gulf Preferred Stock are outstanding

(except as may be approved or

permitted by the affirmative vote of the

holders of at least two-thirds of the total

voting power of the outstanding Gulf

Preferred Stock), Gulf’s payment of

dividends on the Gulf Common Stock

are limited to 50% of net income

available for the stock during a period

of 12 months if, calculated on a

corporate basis, the ratio of Gulf

Common Stock equity to total

capitalization, including surplus,

adjusted to reflect the payment of the

proposed dividend, is below 20%, and

to 75% of net income if the ratio is 20%

or more but less than 25% (‘‘Gulf

Common Stock Dividend Provision’’

and, together with the Gulf Debt

Limitation Provision and the Gulf

Merger Provision, ‘‘Gulf Restriction

Provisions’’).

Mississippi

Mississippi has outstanding 1.121

million shares of common stock,

without par value (‘‘Mississippi

Common Stock’’), all of which are held

by Southern. Mississippi’s outstanding

preferred stock consists of: (1) 936,160

shares of depositary preferred shares,

each representing one-fourth a share of

preferred stock, par value $100 per

share, issued in two series,9 which are

traded on the New York Stock Exchange

(‘‘Mississippi NYSE Preferred Stock’’);

and (2) 160,099 shares of cumulative

preferred stock, par value $1000 per

share, issued in four series,10 which are

traded over-the-counter (‘‘Mississippi

OTC Preferred Stock’’ and, together with

Mississippi NYSE Preferred Stock,

‘‘Mississippi Preferred Stock’’).

Mississippi has outstanding no other

class of equity securities.

Subparagraph (F)(b) of Paragraph

FOURTH under ‘‘General Provisions’’ of

the ‘‘Preferred Stock’’ section of

Mississippi’s Articles of Incorporation,

as amended (‘‘Mississippi Charter’’),

currently provides that, so long as any

shares of Mississippi Preferred Stock are

outstanding, without the affirmative

vote of the holders of at least a majority

of the outstanding Mississippi Preferred

Stock, Mississippi shall not issue or

assume any securities representing

unsecured debt (other than for the

purpose of refunding or renewing

outstanding unsecured securities issued

by Mississippi resulting in equal or

longer maturities or redeeming or

otherwise retiring all outstanding shares

of the Mississippi Preferred Stock or any

senior or equally ranking stock) if,

immediately after the issue or

assumption, (1) the total outstanding

principal amount of all securities

representing unsecured debt of

Mississippi would exceed 20% of the

aggregate of all existing secured debt of

Mississippi and the capital stock,

premiums thereon and surplus of

Mississippi as stated on Mississippi’s

books; or (2) the total outstanding

principal amount of all securities

representing unsecured debt of

Mississippi of maturities of less than ten

years 11 would exceed 10% of the

aggregate (‘‘Mississippi Debt Limitation

Provision’’).

Subparagraph (F)(a) of Paragraph

FOURTH under the ‘‘General

Provisions’’ of the ‘‘Preferred Stock’’

section of the Mississippi Charter

currently provides that, so long as any

shares of Mississippi Preferred Stock are

outstanding, without the affirmative

vote of the holders of at least a majority

of the outstanding Mississippi Preferred

Stock, Mississippi shall not dispose of

all or substantially all of its property or

merge or consolidate, unless the action

has been approved by the Commission

under the Act (‘‘Mississippi Merger

Provision’’).

Subparagraph (B) (except the first

paragraph therein) of Paragraph

FOURTH under ‘‘General Provisions’’ of

the ‘‘Preferred Stock’’ section of the

Mississippi Charter currently provides

that, so long as any shares of Mississippi

Preferred Stock are outstanding,

Mississippi’s payment of dividends on

the Mississippi Common Stock are

limited to 50% of net income available

for the stock during a period of 12

months if, calculated on a corporate
Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices 60291

12With respect to Shares subject to both the Proxy

Solicitation and Southern’s offer to the holders of

certain Preferred Stock, the transactions will be

effected by means of the same core document—a

combined proxy statement and issuer tender offer

statement under the Securities Exchange Act of

1934 (‘‘Exchange Act’’) and applicable rules and

regulations thereunder.

basis, the ratio of Mississippi Common

Stock equity to total capitalization,

including surplus, adjusted to reflect the

payment of the proposed dividend, is

below 20%, and to 75% of net income

if the ratio is 20% or more but less than

25% (‘‘Mississippi Common Stock

Dividend Provision’’ and together with

the Mississippi Debt Limitation

Provision and the Mississippi Merger

Provision, ‘‘Mississippi Restriction

Provisions’’ and, Mississippi Restriction

Provisions together with Georgia

Restriction Provisions, Gulf Restriction

Provisions and Alabama Restriction

Provisions ‘‘Subsidiary Restriction

Provisions).

Each Subsidiary proposes to solicit

proxies (‘‘Proxy Solicitation’’) from the

holders of its outstanding shares of

Preferred Stock of each series (except in

the case of Georgia for the $1.925 Series)

and Common Stock for use at a special

meeting of its stockholders (‘‘Special

Meeting’’) to consider a proposed

amendment to its Charter that would in

each case eliminate the Subsidiary

Restriction Provisions (‘‘Proposed

Amendment’’). Adoption of the

Proposed Amendment requires the

affirmative vote at a Subsidiary’s

Special Meeting (in person by ballot or

by proxy) of the holders of at least (1)

two-thirds of the voting power of the

outstanding shares of the Preferred

Stock of all Series, voting together as

one class, and (2) in the case of Georgia,

two-thirds of the Common Stock, and in

the case of Alabama, Gulf and

Mississippi, a majority of the Common

Stock. Southern will vote its shares of

Common Stock in favor of the Proposed

Amendment. The Subsidiaries have

engaged Corporate Investor

Communications, Inc. to act as

information agent in connection with

the Proxy Solicitations for a fee plus

reimbursement of reasonable out-ofpocket expenses.

If a Proposed Amendment is adopted,

Alabama, Georgia, Gulf and Mississippi,

as the case may be, propose to make a

special cash payment equal to 1.00% of

the par value, stated value or stated

capital, as applicable, per share of the

Preferred Stock (except that the special

cash payment shall equal 0.25% of the

stated capital per share for shares of the

Alabama 1988 Auction Stock and the

Alabama 1993 Preferred Stock) (each, a

‘‘Special Cash Payment’’) for each share

of Preferred Stock (each, a ‘‘Share’’

except for Shares of Georgia’s $1.925

Series) properly voted at the Social

Meeting in favor of the Proposed

Amendment, provided that the Shares

are not tendered under the concurrent

cash tender offer described below.

Alabama, Georgia, Gulf and Mississippi

will disburse Special Cash Payments out

of their general funds, promptly after

adoption of a Proposed Amendment.

Currently with the commencement of

the Proxy Solicitations, subject to the

terms and conditions stated in the

relevant offering documents,12 Southern

proposes to make offers (each an

‘‘Offer’’) to the holders of Alabama’s

Preferred Stock of the 4.20% Series

(‘‘Alabama Tendered Series’’), Georgia’s

Preferred Stock of the $4.60 Series, the

$4.60 1962 Series, the $4.60 1963 Series,

the $4.60 1964 Series, the $4.72 Series,

the $4.92 Series, the $4.96 Series, the

$5.00 Series and the $5.64 Series

(collectively, ‘‘Georgia Tendered

Series’’), Gulf’s Preferred Stock of each

series (collectively, ‘‘Gulf Tendered

Series’’) and Mississippi’s Preferred

Stock of the 4.40% Series, the 4.60%

Series and the 4.72% Series

(collectively, ‘‘Mississippi Tendered

Series’’), under which Southern will

offer to acquire from the holders of the

Alabama, Georgia, Gulf and Mississippi

Preferred Stock of each Tendered Series

any and all Shares of that series at the

cash purchase prices to be specified in

the Offer (subject to potential increase

or decrease under the terms of the Offer)

(‘‘Purchase Price’’). Southern anticipates

that the Offer for each Tendered Series

of Preferred Stock will be scheduled to

expire at 5:00 P.M. (New York City time)

on the date of the Special Meeting,

(‘‘Expiration Date’’).

In addition, Georgia has entered into

an agreement to purchase shares of its

AR1 1993 Series and AR2 1993 Series

from the holders of the Georgia NYSE

Preferred Stock (collectively, ‘‘AR2 1993

Series’’). It is proposed that, subject to

Commission authorization herein,

Georgia may assign its rights under the

contract to Southern, which it is

expected would than purchase shares of

the AR 1993 Series not later than the

time at which Southern purchases the

shares under the Georgia Offer, and

Georgia would purchase the shares of

the AR 1993 Series from Southern (at

the price paid by Southern) not later

than the time at which Georgia

purchases Shares sold to Southern

under the Georgia Offer.

The Offer consists of separate requests

to acquire each of the Alabama

Tendered Series, the nine Georgia

Tendered Series, the five Gulf Tendered

Series and the three Mississippi

Tendered Series (collectively,

‘‘Tendered Series’’), with the offer for

any one Tendered Series being

independent of the offer for any other

Tendered Series. The applicable

Purchase Price and the other terms and

conditions of the Offers apply equally to

all Preferred Stockholders of the

respective Tendered Series. The Offers

are not conditioned upon any minimum

number of Shares of the applicable

Tendered Series being tendered, but are

conditioned, among other things, on the

Proposed Amendments being adopted at

the respective Special Meetings. Subject

to the terms of the offering documents,

Southern will purchase at the applicable

Purchase Price any and all Shares of any

Tendered Series that are validly

tendered and not withdrawn prior to the

Expiration Date.

To tender Shares according to the

terms of the offering documents, the

tendering Preferred Stockholder must

either: (1) send to The Bank of New

York, in its capacity as depositary for

the Offer (‘‘Depositary’’), a properly

completed and duly executed Letter of

Transmittal and Proxy for that Series (if

not voting at the Special Meeting in

person by ballot), together with any

required signature guarantees and any

other documents required by the Letter

of Transmittal and Proxy, and either (a)

certificates for the Shares to be tendered

must be received by the Depositary at

one of its addresses specified in the

offering documents, or (b) the Shares

must be delivered under the procedures

for book-entry transfer described in the

offering documents (and a confirmation

of the delivery must be received by the

Depositary), in each case by the

Expiration Date; or (2) comply with a

guaranteed delivery procedure specified

in the offering documents. Tenders of

Shares made under an Offer may be

withdrawn at any time prior to the

Expiration Date. Thereafter, the tenders

are irrevocable, subject to certain

exceptions identified in the offering

documents.

Southern states that its obligations to

proceed with the Offers and to accept

for payment and to pay for any Shares

tendered will be made in accordance

with rule 51 under the Act and are

subject to various conditions

enumerated in the offering documents,

including receipt of a Commission order

under the Act authorizing the proposed

transactions and the adoption of the

Proposed Amendments at the Special

Meetings.

At any time or from time to time,

Southern may extend the Expiration

Date applicable to any Series by giving

notice of the extension to the

Depositary, without extending the
60292 Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices

13Following the Expiration Date and the

consummation of the purchase of Shares under the

Offer, Southern or one or more Subsidiaries may

determine to purchase additional Shares on the

open market, in privately negotiated transactions,

through one or more tender offers or otherwise.

Southern will not undertake any such transactions

without receipt of any required Commission

authorizations under the Act in one or more

separate proceedings. Likewise, if a further special

meeting is necessary, the Subsidiaries would not

undertake any associated proxy solicitation and

proposed Charter amendment prior to receipt of any

required Commission authorizations under the Act

in a separate proceeding.

14By contrast, if a Subsidiary, rather than

Southern, had acquired Shares under the Offer,

upon acquisition by the Subsidiary any Shares

would be deemed treasury shares under Alabama,

Georgia, Maine and Mississippi law, as the case

may be, and, the Subsidiary would be precluded

from voting those Shares under any circumstances.

15Southern proposes to agree to pay the dealer

manager a fee for Shares tendered, accepted for

payment and paid for pursuant to the Offer and a

fee for any Shares that are not tendered pursuant

to the Offers but which are voted in favor of the

Proposed Amendment, and to reimburse the dealer

manager for certain of its reasonable out-of-pocket

expenses. In addition, Southern proposes to pay a

solicitation fee for any Shares tendered, accepted

for payment and paid for pursuant to the Offer and

each Subsidiary proposes to pay a separate fee for

any of their respective Shares that are not tendered

pursuant to the Offer but which vote in favor of the

Proposed Amendment.

Expiration Date for any other Series.

During any extension, all shares of the

applicable Series previously tendered

will remain subject to the Offer, and

may be withdrawn at any time prior to

the Expiration Date as extendedy.

Conversely, Southern may elect in its

sole discretion to terminate the Offer

prior to the scheduled Expiration Date

and not accept for payment and pay for

any Shares tendered, subject to

applicable provisions of rule 13e–4

under the Exchange Act requiring

Southern either to pay the consideration

offered or to return the Shares tendered

promptly after the termination or

withdrawal of the Offer, upon the

occurrence of any of the conditions to

closing enumerated in the offering

documents, by giving notice of the

termination to the Depository and

making a public announcement thereof.

Subject to compliance with applicable

law, Southern further reserves the right

in the offering documents, in its sole

discretion, to amend one or more Offers

in any respect by making a public

announcement thereof. If Southern

materially changes the terms of an Offer

or the information concerning an Offer,

or if it waives a material condition of an

Offer, Southern will extend the

Expiration Date to the extent required

by the applicable provisions of rule

13e–4 under the Exchange Act. Those

provisions require that the minimum

period during which an issuer tender

offer must remain open following

material changes in the terms of the

offer or information concerning the offer

(other than a change in price or change

in percentage of securities sought) will

depend on the facts and circumstances,

including the relative materiality of the

terms or information. If an Offer is

scheduled to expire at any time earlier

than the expiration of a period ending

on the tenth business day from, and

including, the date that Southern

notifies Preferred Stockholders that it

will: (1) increase or decrease the price

it will pay for Shares; (2) decrease the

percentage of Shares it seeks; or (3)

increase or decrease soliciting dealer’s

fees, the Expiration Date will be

extended until the expiration of the

period of ten business days.

Shares validly tendered to the

Depositary under an Offer and not

withdrawn according to the procedures

stated in the offering documents will be

held by Southern until the Expiration

Date (or returned if the Offer is

terminated). Subject to the terms and

conditions of the Offer, as promptly as

practicable after the Expiration Date,

Southern will accept for payment (and

thereby purchase) and pay for shares

validly tendered and not withdrawn.

Southern will pay for Shares that it has

purchased under the Offer by depositing

the applicable Purchase Price with the

Depositary, which will act as agent for

the tendering Preferred Stockholders to

receive payment from Southern and

transmit payment to tendering Preferred

Stockholders. Southern will pay all

stock transfer taxes, if any, payable on

account of its acquisition of Shares

under the Offer, except in certain

circumstances where special payment or

delivery procedures are utilized in

conformance with the applicable Letters

of Transmittal and Proxy.

With respect to Shares validly

tendered and accepted for payment by

Southern, each tendering Preferred

Stockholder will be entitled to receive

as consideration from Southern only the

applicable Purchase Price (which

Southern anticipates will reflect a

premium over the current market price

at the commencement of the Offers).

Any holder will not be entitled to

receive, with respect to the tendered

Shares, additional consideration in the

form of a Special Cash Payment.

As noted above, subject to the terms

and conditions of the Offer, Shares

validly tendered and not withdrawn

will be accepted for payment and paid

for by Southern as promptly as

practicable after the Expiration Date. If

a Proposed Amendment is adopted at a

Subsidiary’s Special Meeting, promptly

after consummation of the Offer the

Subsidiary will purchase the Shares

sold to Southern under the Offer at the

relevant Purchase Price plus expenses

incurred in the Offer, and the

Subsidiary will retire and cancel the

Shares.

If a Proposed Amendment is not

adopted at the Special Meeting,

Southern may elect, but is not obligated,

to waive the condition, subject to

applicable law. In that case, as promptly

as practicable after Southern’s waiver

and purchase of any Shares validly

tendered under the Offers, the affected

Subsidiary anticipates that it may either

adjourn the Special Meeting or call

another special meeting of its common

and preferred stockholders and solicit

proxies therefrom for the same purpose

as in the instant proceeding, i.e., to

secure the requisite two-thirds

affirmative vote of preferred

stockholders to amend the Charter to

eliminate the Restriction Provisions. At

that meeting, Southern would vote any

Shares it acquired under the Offer or

otherwise 13 (as well as all of its shares

of Common Stock) in favor of the

proposed Charter amendment to

eliminate the Restriction Provisions.14 If

the proposed amendment is adopted at

that meeting, and in any event within

one year from the Expiration Date

(including any potential extension

thereof under the Offer), Southern will

promptly after the meeting or at the

expiration of the one-year period, as

applicable, sell the Shares to the

Subsidiary at the Purchase Price plus

expenses paid under the Offer, and the

Subsidiary will then retire and cancel

the Shares. Merrill Lynch, Pierce,

Fenner & Smith Incorporated will act as

dealer manager for Southern in

connection with the Offers.15

To finance its purchase of any Shares

tendered, accepted for payment and

paid for under the Offer, Southern

intends to use its general funds and/or

incur short-term indebtedness in an

amount sufficient to pay the Purchase

Price for all tendered Shares.

The Subsidiaries state that they

consider the Restriction Provision a

significant impediment to their ability

to maintain financial flexibility and

minimize their financing costs, to the

detriment of their utility customers and,

indirectly, Southern’s shareholders.

Southern and the Subsidiaries assert

that the ongoing financing flexibility

and cost benefits to be gained by the

Subsidiaries as a result of elimination of

the Restriction Provisions outweigh the

one-time cost of the Special Cash

Payments and the other costs of the

Proxy Solicitation. Southern and the

Subsidiaries further represent that the

terms of the purchase of Shares under
Federal Register / Vol. 62, No. 216 / Friday, November 7, 1997 / Notices 60293

the Offers will benefit not only

tendering Preferred Stockholders (by

affording certain Preferred Stockholders

who may not favor the elimination of

the Restriction Provisions an option to

exit the Preferred Stock at a premium to

the market price and without the usual

transaction costs associated with a sale)

but also, taking into account all related

transaction costs, Southern’s

shareholders and Southern System

utility customers by: (1) contributing to

the elimination of the Restriction

Provisions; and (2) resulting in the

acquisition and retirement of

outstanding Shares and their potential

replacement with comparatively less

expensive financing alternatives, such

as short-term debt.

As noted, the Subsidiaries propose to

submit the Proposed Amendment for

consideration and action at special

meetings of the stockholder and, in

connection therewith, to solicit proxies

from the holders of their capital stock.

The Subsidiaries request that the

effectiveness of the applicationdeclaration with respect to the Proxy

Solicitations on the Proposed

Amendments be permitted to become

effective immediately, under rule 62(d).

The applicants also request

authorization to deviate from the

preferred stock provisions of the

Statement of Policy Regarding Preferred

Stock Subject to the Public Utility

Holding Company Act of 1935, HCAR

No. 13106 (Feb. 16, 1956), to the extent

applicable with respect to the Proposed

Amendments.

It appears to the Commission that the

application-declaration to the extent

that it relates to the proposed

solicitation of proxies should be

permitted to become effective

immediately under rule 62(d):

It is ordered, that the applicationdeclaration, to the extent that it relates

to the proposed solicitation of proxies

be, and it hereby is, permitted to

become effective immediately under

rule 62 and subject to the terms and

conditions prescribed in rule 24 under

the Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–29418 Filed 11–6–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26770]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

October 31, 1997.

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 thereunder. 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 amendments thereto is/are available

for public inspection through the

Commission’s Office 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 24, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, 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 case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact 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 said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Central and South West Services, Inc.

(70–8531)

Central and South West Services, Inc.

(‘‘CSWS’’), 1616 Woodall Rodgers

Freeway, P.O. Box 660164, Dallas,

Texas, 75266, a nonutility subsidiary

company of Central and South West

Corporation (‘‘CSW’’), a registered

holding company, has filed a posteffective amendment, under sections

9(a) and 10 of the Act and rule 54 under

the Act, to an application-declaration

filed under sections 9(a) and 10 of the

Act.

By order dated April 26, 1995 (HCAR

26280) (‘‘Order’’), CSWS, which

operates an engineering and

construction department that provides

power plant control system

procurement, integration and

programming services as well as power

plant engineering and construction

services to associates within the CSW

system, was authorized to provide such

services to non-associates through

December 31, 1997.

The order provides that the charges

for services to nonassociates are

negotiated and that CSWS anticipates

that a substantial portion of the services

will be priced on a time and materials

basis. CSWS intends to price the

services to result in an after-tax profit

margin of 15%. Finally, the Order

provides that profits or losses from the

services to non-associates would be

accounted for in accordance with

requirements of the Uniform System of

Accounts for service companies engaged

in business with non-associate

companies.

CSWS now requests an extension of

the authorization contained in the Order

through December 31, 2002.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–29472 Filed 11–6–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22871; File No. 812–10854]

Salomon, Inc.

November 3, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application under

section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) for an

exemption from section 15(f)(1)(A) of

the Act.

SUMMARY OF APPLICATION: Applicant

Salomon Inc (‘‘Salomon’’) requests an

order to permit Salomon and its

investment advisory subsidiaries,

Salomon Brothers Asset Management

(‘‘SBAM’’) and Salomon Brothers Asset

Management Limited (‘‘SBAM

Limited’’) that act as investment adviser

on subadviser (collectively, ‘‘Advisers’’)

to one or more registered investment

companies, to receive payment in

connection with the sale of applicant’s

advisory business. Without the

requested exemption, an investment

company advised by an Adviser would

have to reconstitute its board of

directors (‘‘Board’’) to meet the 75

percent non-interested director

requirement of section 15(f)(1)(A).

FILING DATE: The application was filed

on November 3, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be