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
