CERTIFICATE OF NOTIFICATION
Filed by
THE SOUTHERN COMPANY
Pursuant to order of the Securities and Exchange Commission dated
January 25, 1994, in the matter of File No. 70-8277.
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The Southern Company (the "Company") hereby certifies to
said Commission, pursuant to Rules 24 and 50, as follows:
1. On February 2, 1994, the issuance and sale by the
Company of 2,800,000 additional shares of its common stock, par
value $5 per share (the "Stock"), were carried out in accordance
with the terms and conditions of and for the purposes represented
by the application and of said order with respect thereto.
2. All of the proposals for the purchase of said Stock were
submitted upon the identical form of proposal, a copy of which is
filed herewith as Exhibit B. The names of the various bidders
submitting proposals and the price per share to the Company
specified in such proposals were as follows:
Price Per Share
to be Paid to
Company
CS First Boston Corporation
Dillon, Read & Co. Inc. $42.77649
Goldman, Sachs & Co. 42.351
Lehman Brothers Inc. 42.8322
Morgan Stanley & Co. Incorporated 42.03
Donaldson, Lufkin & Jenrette Securities Corporation
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
Salomon Brothers Inc 42.818
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Price Per Share
to be Paid to
Company
Bear, Stearns & Co. Inc. 42.61019
Smith Barney Shearson Inc. 42.31
Kidder, Peabody & Co. Incorporated
PaineWebber Incorporated
The Robinson-Humphrey Company, Inc.
the winning bidder being Lehman Brothers Inc.
3. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with
respect to the Stock dated January 26, 1994,
together with accompanying prospectus dated
December 21, 1993. (Filed electronically
January 27, 1994, in File No. 33-51433.)
Exhibit B - Copy of proposal accepted with purchase
contract for the purchase of the Stock
effective January 26, 1994. (Designated in
the Company's Form 8-K dated January 26,
1994, File No. 1-3526, as Exhibit 1.)
Exhibit C - Opinion of Troutman Sanders, dated February
7, 1994.
Dated February 7, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
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EXHIBIT C
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
February 7, 1994
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of The Southern Company
(herein called the "Company")
File No. 70-8277
Ladies and Gentlemen:
We have read the statement on Form U-1, as amended, referred
to above and are furnishing this opinion with respect to the
issuance and sale by the Company of 2,800,000 additional shares
of its common stock, par value $5 per share (the "Shares").
We are of the opinion that:
(a) the Company is validly organized and duly existing as a
corporation under the laws of the State of Delaware;
(b) the transaction has been consummated in accordance with
such statement on Form U-1, as amended;
(c) all state laws applicable to the transaction have been
compiled with;
(d) the Shares are validly issued, fully paid and
nonassessable shares of stock of the Company and the
holders thereof are entitled to the rights and
privileges appertaining thereto set forth in the
certificate of incorporation of the Company, as
amended, defining such rights and privileges; and
(e) the consummation of the transaction did not violate the
legal rights of the holders of any securities issued by
the Company or any associate company thereof.
We hereby give our written consent to the use of this
opinion in connection with the above-mentioned statement on Form
U-1 and to the filing thereof with the Commission at the time of
the filing by the Company of its certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders
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