SOUTHERN ENERGY INC
PRES14C, 2001-01-19
ELECTRIC SERVICES
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                               PRELIMINARY FILING
              Intended To Be Released To Security Holders On 2/6/01

                            SCHEDULE 14C INFORMATION
        Information Statement Pursuant to Section 14(c) of the Securities
                              Exchange Act of 1934

Check the appropriate box:

|X|Preliminary Information Statement  |_|Confidential, for Use of the Commission
                                         Only (as permitted by Rule 14c-5(d)(2))
|_|Definitive Information Statement

                              SOUTHERN ENERGY, INC.
                (Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

 |X|  No fee required.

 |_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction  computed pursuant to
Exchange  Act Rule  0-11  (Set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

 |_| Fee paid previously with preliminary materials.

 |_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:


<PAGE>
                               PRELIMINARY FILING
              Intended To Be Released To Security Holders On 2/6/01


Marce Fuller
President and Chief Executive Officer
Mirant Corporation
1155 Perimeter Center West
Atlanta, Georgia 30338

[LOGO]

February 6, 2001

Dear Shareholders:

         I am pleased to inform you that Southern Energy,  Inc. will be changing
its name to Mirant  Corporation.  You have probably  already noticed that we are
operating under our new name and trading under our new symbol (MIR). Attached to
this  letter,  you will find a copy of our  information  statement  to you,  our
valued  shareholder,  informing you of our new name. The attached  materials are
informational only and require no action on your part.

         Our new corporate  identity gives us a great opportunity to communicate
a consistent message around the world about who we are as a company, our vision,
and our  strategies.  The name,  Mirant - pronounced the same way that you would
pronounce  "miracle,"  with an accent on the "mir" - has been developed from the
Latin root "mira," which means "to see" or "to  envision." Our new name suggests
a mirror, and a mirror's ability to clarify, reflect, even illuminate - enabling
us to see more deeply and clearly.

         Mirant's mark contains two triangular  shapes  intersecting to create a
third  triangular  element.  These  shapes  reinforce  our  strategy  to combine
operational  excellence  and risk  management  skills to  create  an  integrated
business model. The mark also portrays a sense of corporate unity in joining our
three   geographically   diverse   business   groups   (Americas,   Europe   and
Asia-Pacific).  The  transparency of the symbol reflects our corporate  vision -
"We see the opportunity to change the world with our energy." SM

         We are excited about our future as Mirant  Corporation and are eager to
define our company as innovative,  market driven, global and well positioned for
future  success.  We are  pleased  that  you are  participating  with us in this
important milestone.

Sincerely,



<PAGE>
                               PRELIMINARY FILING
              Intended To Be Released To Security Holders On 2/6/01


                             SOUTHERN ENERGY, INC.
                           1155 Perimeter Center West
                             Atlanta, Georgia 30338

                          NOTICE OF STOCKHOLDER ACTION
                               BY WRITTEN CONSENT

Notice is hereby given that, pursuant to a written consent resolution adopted by
the owner of  approximately  eighty percent (80%) of the issued and  outstanding
shares of Common  Stock,  $.01 par value per  share  (the  "Common  Stock"),  of
Southern Energy,  Inc., a Delaware  corporation  (the "Company"),  approximately
twenty (20) days after this Notice and the attached  Information  Statement  are
mailed to stockholders of the Company on or about February 6, 2000, the Restated
Certificate of  Incorporation  of the Company will be amended to change the name
of the Company from Southern  Energy,  Inc. to Mirant  Corporation.  The Company
began doing business under the name "Mirant Corporation" on January 19, 2001.

All necessary  corporate  approvals in connection  with the matters  referred to
herein have been obtained.  The accompanying  Information Statement is furnished
to all  stockholders of the Company  pursuant to Section 14(c) of the Securities
Exchange  Act of 1934  and the  rules  thereunder  solely  for  the  purpose  of
informing stockholders of these corporate actions before they take effect.

Stockholders of record of the Company as of the close of business on February 2,
2001,  the record date set by the Board of  Directors,  are  entitled to receive
this  Notice  of  Stockholder   Action  by  Written  Consent  and  the  attached
Information Statement.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

By Order of the Board of Directors,


/s/ Elizabeth B. Chandler
Elizabeth B. Chandler, Secretary

Atlanta, Georgia
February 6, 2001


<PAGE>
                               PRELIMINARY FILING
              Intended To Be Released To Security Holders On 2/6/01

                              SOUTHERN ENERGY, INC.
                           1155 Perimeter Center West
                             Atlanta, Georgia 30338
                                 (678) 579-5000

                              INFORMATION STATEMENT

This  Information  Statement  is provided by the Board of  Directors of Southern
Energy,  Inc.,  a Delaware  corporation  (the  "Company"),  in  connection  with
stockholder  approval of an amendment to the Company's  Restated  Certificate of
Incorporation (the "Amendment") pursuant to which the Company's name will change
to Mirant Corporation.

The Amendment is attached hereto as Attachment A. Such text is, however, subject
to change to the extent required by the Delaware Secretary of State.

The  Company's  Board of Directors  approved the  Amendment on January 18, 2001.
Stockholder  approval of the Amendment  was effected  pursuant to Section 228 of
the Delaware  General  Corporation  Law by a written  consent  resolution  dated
February 2, 2001 (the "Consent Resolution") signed by the owner of approximately
eighty percent (80%) of the Company's issued and outstanding Common Stock. As of
January  19,  2001,  the Company had  outstanding  338,701,000  shares of Common
Stock. Each share of Common Stock entitles the holder to one vote on all matters
on which holders are permitted to vote.

The Consent  Resolution  will be effective 20 days following the mailing of this
Information  Statement.  The  Company  anticipates  that  the  Amendment  to the
Company's Certificate of Incorporation will be filed with the Secretary of State
of Delaware as soon as practicable  after such 20-day period.  Upon such filing,
the change in the name of the Company will be effective. The Company began doing
business under the name "Mirant Corporation" on January 19, 2001. On January 22,
2001, the Company's trading symbol on the New York Stock Exchange became "MIR."

The Board of  Directors  does not intend to solicit  any  proxies or consents in
connection with the foregoing actions.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The Company's  principal  executive offices are located at the address indicated
above. This Information Statement will be mailed on or about February 6, 2001 to
the Company's  stockholders of record as of the close of business on February 2,
2001.

The Amendment

The Amendment  will change the name of the Company to Mirant  Corporation.  This
action  is  being  taken in  connection  with the  anticipated  separation  from
Southern Company.  The Board of Directors  believes that the Amendment is in the
best  interests  of the Company and its  stockholders,  and that the name Mirant
Corporation better reflects the Company's identity,  vision, and strategies. The
Company's  stockholders are not entitled to dissenter's rights of appraisal with
respect to the Amendment.

Security Ownership of Certain Beneficial Owners and Management.

This table shows the number of shares owned by directors and executive  officers
of the Company as of December 31, 2000.  The shares owned by all  directors  and
executive  officers  as a group  constitute  less than one  percent of the total
number of shares of Southern Energy Common Stock  outstanding as of December 31,
2000,  and less  than one  percent  of the total  number  of shares of  Southern
Company common stock outstanding as of December 31, 2000.
<PAGE>

<TABLE>
<CAPTION>

                             Southern Energy Shares Beneficially Owned        Southern Company Shares Beneficially
                                                                                             Owned
                                                   Shares                                                Shares
                         Total Southern       Individuals   Non-Convertible    Total Southern       Individuals
                          Energy Shares    Have Rights to       Economic       Company Shares    Have Rights to
                           Beneficially    Acquire within      Interests         Beneficially    Acquire within
                              Owned (1)       60 days (2)            (3)           Owned (1)        60 days (4)
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>               <C>               <C>              <C>
Southern Company             272,000,000                                               N/A
-------------------------------------------------------------------------------------------------------------------
A. D. Correll                    56,474                           36,474             9,297
-------------------------------------------------------------------------------------------------------------------
A. W. Dahlberg                    6,000                                            776,714            718,113
-------------------------------------------------------------------------------------------------------------------
H. Allen Franklin                10,000                                            298,827            262,874
-------------------------------------------------------------------------------------------------------------------
S. Marce Fuller                 516,967         135,697          376,170            56,117             51,401
-------------------------------------------------------------------------------------------------------------------
Elmer B. Harris                  10,000                                            329,467 (5)        286,053
-------------------------------------------------------------------------------------------------------------------
Raymond D. Hill                 510,356         128,141          382,215            46,704             44,000
-------------------------------------------------------------------------------------------------------------------
William Hjerpe                      367
-------------------------------------------------------------------------------------------------------------------
Frederick D. Kuester            145,455          82,342           63,113            40,917             36,410
-------------------------------------------------------------------------------------------------------------------
David J. Lesar                   11,512                            6,512
-------------------------------------------------------------------------------------------------------------------
Richard J. Pershing             511,076 (6)     128,141          382,435            71,413             44,000
-------------------------------------------------------------------------------------------------------------------
Barney S. Rush                  116,713          84,784           26,929            23,245             20,483
-------------------------------------------------------------------------------------------------------------------
W. L. Westbrook                   2,500                                            144,527 (7)         74,919
-------------------------------------------------------------------------------------------------------------------
Directors and Executive       2,193,510         683,535        1,442,258         1,868,465          1,597,078
Officers as a Group (15
people)
-------------------------------------------------------------------------------------------------------------------

(1)  "Beneficial ownership" means the sole or shared power to vote, or to direct
     the voting of, a security,  or investment power with respect to a security,
     or any combination thereof.
(2)  Indicates shares of the Company's  Common Stock that certain  directors and
     executive  officers have the right to acquire within 60 days, by exercising
     stock options.  Shares indicated are included in the Southern Energy Shares
     Beneficially Owned column.
(3)  Indicates stock appreciation  rights,  performance  restricted stock units,
     and phantom  stock held in various  benefit  plans.  Although  these rights
     track the market value of the Company's  Common Stock,  they are payable in
     cash and are not  convertible  into  Common  Stock.  Shares  indicated  are
     included in the Total Shares Beneficially Owned column.
(4)  Indicates shares of Southern  Company's common stock that certain directors
     and  executive  officers have the right to acquire  within 60 days.  Shares
     indicated are included in the Southern  Company Shares  Beneficially  Owned
     column.
(5)      Includes 310 shares held by family members.
(6)      Includes 500 shares held by family members.
(7)      Includes 80 shares held by family members.
</TABLE>



<PAGE>


                                                                  ATTACHMENT A



                                    SPECIMEN
                           CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                              SOUTHERN ENERGY, INC.


         Southern  Energy,  Inc. (the  "Corporation"),  a corporation  organized
and existing under the General  Corporation Law of the State of Delaware
(the "DGCL"), does hereby certify that:

         The  amendment  to the Restated  Certificate  of  Incorporation  of the
Corporation  set forth  below  has been  duly  adopted  in  accordance  with the
provisions of Section 242 of the DGCL:

         Article   FIRST  of  the  Restated   Certificate   of Incorporation of
the Corporation is hereby amended by deleting the words  "Southern Energy, Inc."
therein and inserting in lieu thereof "Mirant Corporation."

         In  lieu  of  a  meeting  and  vote  thereat  of  stockholders  of  the
Corporation,  the  stockholders of the Corporation  adopted this  Certificate of
Amendment by written consent in accordance with Section 228 of the DGCL.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be duly executed and  acknowledge in accordance with Section 103 of
the DGCL.

                                                Southern Energy, Inc.

                                                By: /S/ Elizabeth Chandler
                                                Name: Elizabeth Chandler
                                                Title: Vice President and
                                                       Corporate Secretary






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