File No. 70-8181
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 4
(Post-Effective No. 2)
to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY
64 Perimeter Center East
Atlanta, Georgia 30346
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of each
applicant or declarant)
Tommy Chisholm, Secretary
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
W. L. Westbrook John F. Young
Financial Vice President Vice President
The Southern Company Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, New York 10005
John D. McLanahan
Troutman Sanders
600 Peachtree Street, N. E.
Suite 5200
Atlanta, Georgia 30308-2216
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Item 2. Fees, Commissions and Expenses.
The fees and expenses paid or incurred, or to
be paid or incurred, directly or indirectly, in connection with
the transactions proposed in Amendment No. 3 (Post-Effective No.
1) hereto are as follows:
Form U-1 filing fee . . . . . . . . . . . . . . . $ 2,000
Printing of certificates, postage and handling . 445,000
Expenses of transfer agent, including salaries . 300,000
New York Stock Exchange Listing . . . . . . . . . 250,000
Legal fees . . . . . . . . . . . . . . . . . . . 15,000
Fees of Southern Company Services . . . . . . . . 20,000
Miscellaneous . . . . . . . . . . . . . . . . . . 25,000
Total $1,057,000
Item 3. Applicable Statutory Provisions
Sections 6(a) and 7 of the Act are applicable to the
transactions proposed in Amendment No. 3 (Post-Effective No. 1)
hereto.
Item 6. Exhibits and Financial Statements
(a) Exhibits
F-1 - Opinion of Troutman Sanders.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 21, 1994 THE SOUTHERN COMPANY
By: /s/ Tommy Chisholm
Tommy Chisholm, Secretary
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Exhibit F-1
TOUTMAN SANDERS
600 PEACHTREE STREET, N.E. SUITE 5200
ATLANTA, GEORGIA 30308-2216
January 21, 1994
Securities and Exchange Commission
Washington, D.C. 20549
RE: Statement on Form U-1 of
The Southern Company
File No. 70-8181
Gentlemen:
We are familiar with the statement on Form U-1 referred to
above and are furnishing this opinion with respect to the
proposal by The Southern Company ("Southern") to effect a stock
split in the form of a stock distribution, as set forth in
Amendment No. 3 to such statement on Form U-1.
We are of the opinion that Southern is a validly organized
and duly existing corporation under the laws of the State of
Delaware and that upon the issuance of your order or orders
herein and in the event that the proposed transaction by Southern
is consummated in accordance with such statement on Form U-1 and
such order or orders:
(a) All State laws applicable to such proposed transaction
by Southern will have been complied with; and
(b) The consummation of such proposed transaction by
Southern will not violate the legal rights of the
holders of any securities issued by Southern or any
associate company thereof.
We hereby consent to the use of this opinion in connection
with the above-mentioned statement on Form U-1.
Very truly yours,
/s/ Troutman Sanders
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