As filed with the Securities and Exchange Commission on October 31, 1994
Registration No. 33-23153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SOUTHERN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 58-0690070
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
64 Perimeter Center East
Atlanta, Georgia 30346
404-393-0650
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TOMMY CHISHOLM, Secretary
THE SOUTHERN COMPANY
64 Perimeter Center East
Atlanta, Georgia 30346
404-668-3575
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to:
W. L. WESTBROOK JOHN D. McLANAHAN
Financial Vice President TROUTMAN SANDERS
THE SOUTHERN COMPANY 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
_____________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. X
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (Registration No. 33-23153), covering shares of common stock, par
value $5 per share ("Shares"), of The Southern Company (the "Company")
offered pursuant to the Dividend Reinvestment and Stock Purchase Plan of
the Company, is filed in accordance with Rule 416(b) under the Securities
Act of 1933, as amended, to reflect an increase in the number of Shares
registered. Pursuant to said Rule 416(b), the Registration Statement is
deemed to cover an additional 5,314,152 Shares as the result of a two-for-
one stock split effected in the form of a stock distribution by the Company
on February 28, 1994 with respect to Shares held of record at the close of
business on February 7, 1994. This Amendment is filed prior to the
offering of such additional Shares.<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
Number
24(a) Powers of Attorney and resolution.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this post-effective amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on the 31st day of October, 1994.
THE SOUTHERN COMPANY
By: Edward L. Addison, Chairman of the Board
By: /s/Wayne Boston
(Wayne Boston, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
Edward L. Addison Director and Chairman of the
Board (Principal Executive
Officer)
W. L. Westbrook Financial Vice President
(Principal Financial
and Accounting Officer)
W. P. Copenhaver )
A. W. Dahlberg )
Paul J. DeNicola )
Jack Edwards )
H. Allen Franklin )
L. G. Hardman, III ) Directors
Elmer B. Harris )
Earl D. McLean, Jr. )
William A. Parker, Jr. )
William J. Rushton, III)
Gloria M. Shatto )
Herbert Stockham )
By:/s/Wayne Boston October 31, 1994
(Wayne Boston, Attorney-in-Fact)
Exhibit 24(a)
January 17, 1994
Edward L. Addison, A. W. Dahlberg, W. L. Westbrook,
Tommy Chisholm and Wayne Boston
Dear Sirs:
The Southern Company proposes to file or join in the filing
of statements under the Securities Exchange Act of 1934, as
amended, with the Securities and Exchange Commission with respect
to the following: (1) the filing of this Company's Annual Report
on Form 10-K for the year ended December 31, 1993, and (2) the
filing of Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K during 1994.
The Southern Company also proposes to file post-effective
amendments to registration statements under the Securities Act of
1933, as amended, with the Securities and Exchange Commission
with respect to certain previously filed registration statements.
These post-effective amendments, in each case, would be required
in order to increase the amount of remaining shares covered by
such registration statements as the result of the stock split (in
the form of a stock distribution) of shares of The Southern
Company's common stock. The registration statements affected
include File Nos. 2-78617, 33-23152, 33-23153, and 33-30171.
The Southern Company and the undersigned directors and
officers of said Company, individually as a director and/or as an
officer of the Company, hereby make, constitute and appoint each
of you our true and lawful Attorney for each of us and in each of
our names, places and steads to sign and cause to be filed with
the Securities and Exchange Commission in connection with the
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foregoing said Annual Report on Form 10-K and any appropriate
amendment or amendments thereto and any necessary exhibits, said
Quarterly Reports on Form 10-Q and any necessary exhibits, any
Current Reports on Form 8-K and any necessary exhibits, and said
post-effective amendments to said registration statements, to be
accompanied (to the extent required) by a prospectus or
prospectuses and any appropriately amended or supplemented
prospectus or prospectuses and any necessary exhibits.
Yours very truly,
THE SOUTHERN COMPANY
By /s/A. W. Dahlberg
A. W. Dahlberg, President<PAGE>
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/s/Edward L. Addison /s/William A. Parker, Jr.
/s/W. P. Copenhaver /s/William J. Rushton, III
/s/A. W. Dahlberg /s/Gloria M. Shatto
/s/Paul J. DeNicola /s/Herbert Stockham
/s/Jack Edwards
/s/H. Allen Franklin /s/W. L. Westbrook
/s/L. G. Hardman, III /s/Tommy Chisholm
/s/Elmer B. Harris /s/W. Dean Hudson
/s/Earl D. McLean, Jr. /s/William A. Maner, III<PAGE>
Extract from minutes of meeting of the board of directors of The
Southern Company.
- - - - - - - - - -
RESOLVED: That for the purpose of signing the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993, 1994 Form 10-Q's and Form 8-K's and the
amendments to each of the Company's existing registration
statements hereinbefore authorized and of remedying any
deficiencies with respect thereto by appropriate amendment
or amendments, this Company, the members of its board of
directors, and its officers, are authorized to give their
several powers of attorney to Edward L. Addison, A. W.
Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston.
- - - - - - - - - -
The undersigned officer of The Southern Company does
hereby certify that the foregoing is a true and correct copy of
resolution duly and regularly adopted at a meeting of the board
of directors of The Southern Company, duly held on January 17,
1994, at which a quorum was in attendance and voting throughout,
and that said resolution has not since been rescinded but is
still in full force and effect.
Dated October 31, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary<PAGE>
