SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
Amendment No. 1
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934)
-------------------------------
MISSISSIPPI POWER COMPANY
(Name of Issuer)
THE SOUTHERN COMPANY
(Name of Person(s) Filing Statement)
TITLE CUSIP NUMBER
- -----------------------------------------------------------------------------
Mississippi Power Company,
Preferred Stock
4.40% Series 605417203
4.60% Series 605417302
4.72% Series 605417401
- ------------------------------------------------------------------------------
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Tommy Chisholm, Secretary
The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(770) 393-0650
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E., Suite 5200
270 Peachtree Street, N.W. Atlanta, Georgia 30308
Atlanta, Georgia 30303
November 3, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$9,886,813 $1,978
* Solely for purposes of calculating the filing fee and computed pursuant
to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended,
and Rule 0-11(b)(1) thereunder, the transaction value equals the total
amount of funds, excluding fees and other expenses, required to
purchase all outstanding shares of each series of securities listed
above pursuant to the Offer described in the Offer to Purchase and
Proxy Statement filed as an Exhibit hereto.
/x/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $1,978
Form or Registration No.: Schedule 13E-4
Filing Party: The Southern Company
Date Filed: November 26, 1997
<PAGE>
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated November 3, 1997 filed by
The Southern Company, a Delaware corporation, relating to its offer to purchase
any and all outstanding shares of the series of preferred stock listed above of
Mississippi Power Company, upon the terms and subject to the conditions set
forth in the Offer to Purchase and Proxy Statement, dated November 3, 1997, and
in the related Letter of Transmittal, copies of which are attached as Exhibits
99.(a)(1) and 99.(a)(2) to the Statement.
Only those items of the Statement that are amended and supplemented
hereby are included herein.
Item 9. Material to be filed as Exhibits.
Exhibit No. Description
99.(a)(13) Form of Follow-up Mailing to Registered Shareholders.
99.(a)(14) Form of Follow-up Mailing to Street Shareholders.
99.(f)(1) Form of Information Agent Initial Call Phone Script.
99.(f)(2) Form of Information Agent Follow-up Call Phone Script.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 26, 1997
THE SOUTHERN COMPANY
By:_/s/Tommy Chisholm___
Tommy Chisholm
Secretary
Exhibit 99.(a)(13)
Alabama Power Company
Georgia Power Company
Gulf Power Company
Mississippi Power Company
November 24, 1997
AN URGENT REQUEST
=========================================================================
Dear Shareholder:
You should have previously received tender offer materials in
connection with the tender offers made by The Southern Company for your shares
in one or more of the above operating companies. These offers are scheduled to
expire on December 10, 1997.
Even if you do not intend to tender your shares in the offers, please
vote your proxy today! According to our latest records, neither your tender nor
your proxy vote for these meetings has been received. Regardless of the number
of shares you may own, it is important that they be represented in order to
approve the proposed amendment to each company's charter.
Remember, if you do not tender your shares, you are eligible to receive
a special cash payment if you vote in favor of the proposed charter amendment
and it passes. But time is short! Your tender or vote must be received by the
depositary, The Bank of New York, prior to December 10, 1997.
If you have any questions or require additional materials, please call
our Information Agent, Corporate Investor Communications, Inc., toll-free at
(888) 881-0526. Thank you in advance for your support.
PLEASE RESPOND TODAY
YOUR PARTICIPATION IS IMPORTANT !
Exhibit 99.(a)(14)
Alabama Power Company
Georgia Power Company
Gulf Power Company
Mississippi Power Company
November 24, 1997
AN URGENT REQUEST
=========================================================================
Dear Shareholder:
You should have previously received tender offer materials in
connection with the tender offers made by The Southern Company for your shares
in one or more of the above operating companies. The offers are scheduled to
expire on December 10, 1997.
Even if you do not intend to tender your shares in these offers, please
vote your proxy today! According to our latest records, neither your tender nor
your proxy vote for these meetings has been received. Regardless of the number
of shares you may own, it is important that they be represented in order to
approve the proposed amendment to each company's charter.
Remember, if you do not tender your shares, you are eligible to receive
a special cash payment if you vote in favor of the proposed charter amendment
and it passes. But time is short! You must instruct your broker to tender or
vote your shares prior to December 10, 1997. Your broker cannot tender or vote
your shares unless he or she receives specific instructions from you!
If you have any questions or require additional materials, please call
our Information Agent, Corporate Investor Communications, Inc., toll-free at
(888) 881-0526. Thank you in advance for your support.
PLEASE RESPOND TODAY
REMEMBER - YOUR BROKER CANNOT TENDER OR VOTE
YOUR SHARES UNLESS YOU SPECIFICALLY INSTRUCT HIM OR HER TO DO SO!
YOUR PARTICIPATION IS IMPORTANT !
Exhibit 99.(f)(1)
Mississippi Power Company
Tender and Proxy Action Cash Payments
Cusips 605417-20-3 4.40% Pfd $1.00
30-2 4.60% Pfd $1.00
40-1 4.72% Pfd $1.00
Hello, my name is ____________ and I am calling on behalf of Mississippi Power
Company. The purpose of my call today is to alert you to the Tender Offer being
made by The Southern Company for your preferred shares and to discuss the
upcoming Special Meeting of Shareholders to be held on December 10, 1997. I am
also calling to request that you support the proposal amending the company's
charter by sending in your voted proxy.
(1) Have you received your materials already?
Yes? Great. (Go to Question 2.)
No? Your material was just mailed and you will receive it shortly. Do
you hold your shares with a bank or broker?
Yes? If you do not receive it by ____, please call your
broker or bank to request additional copies to be sent to you. **
No? If you do not receive it by ____, please call us back
at 1-888-881-0526 to request additional copies. This call is toll-free. **
** When you receive the material, please take the time to
review it and vote your proxy as soon as possible. Your Board
of Directors recommends that you support the proposal. You
must also decide whether you will participate in the tender
offer. If you have any further questions about this please
call us toll-free at 1-888-881-0526. Thank you. (End call)
(2) Have you already tendered your shares?
Yes? Great. Thank you. Please remember that you must also have
voted in Favor of the proposal to validly tender your shares. (End call)
No? Do you plan on participating in the Tender?
Yes? Fantastic. Please remember that you must
also vote in Favor of the proposal to validly tender your shares. Also, your
tender must be received by the Depositary, Bank of New York, prior to 5:00 pm
Eastern Standard time on December 10, 1997. (End call)
No? May I ask why? (Go to 3)
Won't tell? I understand. Thank you. (Go to 3)
Undecided? I understand. Do you have any questions
about the offer? (Go to 3)
(3) Have you already voted you proxy?
Yes? Fantastic. May I ask if you voted in support of the proposal?
Yes? Thank you for your support. (End call)
No? May I ask why? Please remember that without
supporting the proposal, you cannot participate in the tender offer. However,
if you do vote For the proposal, you will receive a cash payment for your vote
in favor. This cash payment will be $1.00. You are not eligible however, to
receive this payment if you Tender. (End call)
Won't tell? I understand. Thank you. (End call)
No? Please remember that the meeting will be held on December 10,
1997 and we need to receive your voted proxy by then. Every share is important
regardless of how many or how few shares you own. Your Board of Directors
recommends that you support the proposal. You must also decide whether you will
participate in the tender offer. If you have any further questions about this
please call us toll-free at 1-888-881-0526.
Thank you. (End call)
(4) Thank you for your time and have a nice day.
Exhibit 99.(f)(2)
Southern Company
Second Round
Nobo Script-Tender & Proxy
Hello, My name is _________ and I am calling on behalf of (operating company) .
Late last week your broker was instructed to mail you another form with respect
to the tender offer made by Southern Company to purchase your shares and to vote
on the proposed charter amendment.
1. Have you already tendered your shares?
Yes= Please remember that you must also have voted in Favor of the
proposal to validly tender your shares. Thank you for your support and have a
nice day.
No= Go to question 2.
2. Do you plan on participating in the Tender?
Yes= Fantastic. Please remember that you must also vote in Favor of the
proposal to validly tender your shares. Also, your tender must be received by
the Depositary, The Bank of New York, prior to 5:00 PM Eastern Standard Time on
December 10, 1997. Thank you for your time and have a nice day.
No= May I ask Why? (Agent will capture comments). Go to question 3.
Ref= I understand. Thank you and have a nice day.
Und= I understand. Do you have any questions about the offer?
(Agent will answer questions). Go to question 3.
3. Have you already voted your proxy?
Yes= Go to question 4.
No= Please remember that the meeting is scheduled to be held on
December 10, 1997 and we need to receive your voted proxy by then. Every share
is important, regardless of how many or how few shares you own. Your Board of
Directors recommends that you support the proposal. If you have any questions
about this please feel free to call us, toll free, at 1-888-881-0526. Thank you
for your time and have a nice day.
Ref= I understand. Thank you and have a nice day.
5. May I ask if you are in support of the proposal?
Yes= Thank you for your support and have a nice day.
No= May I ask why? (Agent will capture comments). Please remember that
without supporting the proposal, you cannot participate in the tender offer.
However, if you do vote For the proposal, you will receive a cash payment for
your vote in favor of the proposed amendment if it passes. This cash payment
will be ____. You are NOT eligible however, to receive this payment if you
tender. Thank you for your time and have a nice day.
Southern Company
Unvoted
Registered Script-Tender & Proxy
Hello, My name is _________ and I am calling on behalf of (operating company) .
Earlier this week we mailed you another green letter of transmittal with respect
to the tender offer made by Southern Company to purchase your shares and to vote
on the proposed charter amendment.
1. Have you already tendered your shares?
Yes= Please remember that you must also have voted in Favor of the
proposal to validly tender your shares. Thank you for your support and have a
nice day.
No= Go to question 2.
2. Do you plan on participating in the Tender?
Yes= Fantastic. Please remember that you must also vote in Favor of the
proposal to validly tender your shares. Also, your tender must be received by
the Depositary, The Bank of New York, prior to 5:00 PM Eastern Standard Time on
December 10, 1997. Thank you for your time and have a nice day.
No= May I ask Why? (Agent will capture comments). Go to question 3.
Ref= I understand. Thank you and have a nice day.
Und= I understand. Do you have any questions about the offer?
(Agent will answer questions). Go to question 3.
3. Have you already voted your proxy?
Yes= Go to question 4.
No= Please remember that the meeting is scheduled to be held on
December 10, 1997 and we need to receive your voted proxy by then. Every share
is important, regardless of how many or how few shares you own. Your Board of
Directors recommends that you support the proposal. If you have any questions
about this please feel free to call us, toll free, at 1-888-881-0526. Thank you
for your time and have a nice day.
Ref= I understand. Thank you and have a nice day.
4. May I ask if you are in support of the proposal?
Yes= Thank you for your support and have a nice day.
No= May I ask Why? (Agent will capture comments). Please remember that
without supporting the proposal, you cannot participate in the tender offer.
However, if you do vote For the proposal and it passes, you will receive a cash
payment for your vote in favor of the proposed amendment. This cash payment will
be ____. You are NOT eligible however, to receive this payment if you tender.
Thank you for your time and have a nice day.
