File No. 70-8277
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C 20549
Amendment No. 5
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
<PAGE>
INFORMATION REQUIRED
The Application or Declaration, as previously amended and
restated in its entirety by Amendment No. 3, is further amended,
as follows:
1. By adding the following sentence to the end of the
final paragraph in section 1.2 of Item 1:
"Any funds derived from the sale of the Additional Common Stock
invested, or committed to be invested, in any "exempt wholesale
generator" or "foreign utility company" would be a part of
Southern's "aggregate investment" in such entities, within the
meaning of Rule 53(a)(1)(i), at the time so invested or
committed."
2. By adding the following sentence to the end of the
final paragraph in section 1.3 of Item 1:
"The amount of Southern's potential liability under any such
Guarantees with respect to the securities of any "exempt
wholesale generator" or "foreign utility company" would be a part
of Southern's "aggregate investment" in such entities, within the
meaning of Rule 53(a)(1)(i), until the expiration or termination
thereof without recourse to Southern."
3. By deleting the second sentence in the fourth
paragraph under section 1.4 (more particularly, the second
sentence of the paragraph relating to Rule 53(a)(3)) and
replacing it with the following: "Based on current staffing
levels of Southern's domestic operating utility subsidiaries
(such companies currently employ, in the aggregate, approximately
27,000 salaried and hourly employees), no more than 540 employees
<PAGE>
- 2 -
of these companies, in the aggregate, determined on full-time-
equivalent basis, will be utilized at any one time in rendering
services directly or indirectly to "exempt wholesale generators"
and "foreign utility companies."
Item 6. Exhibits and Financial Statements.
(a) Exhibits
B - Not Applicable.
C - Registration statement of Southern filed
pursuant to the Securities Act of 1933,
as amended.
F - Opinion of Troutman Sanders.
SIGNATURE
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 24, 1994 THE SOUTHERN COMPANY
By: /s/ Tommy Chisholm
Tommy Chisholm, Secretary
<PAGE>
EXHIBIT C
As filed with the Securities and Exchange Commission on December 13, 1993
Subject to Amendment.
Registration No. 33-51433
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
64 Perimeter Center East
Atlanta, Georgia 30346
404-393-0650
(Address, including zip code, and telephone number,
including area code, of agent for service)
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 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, ESQ.
TROUTMAN SANDERS
600 Peachtree Street, N.E.
Suite 5200
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 <PAGE>
offered pursuant to dividend or interest reinvestment plans, please check
the following box.
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. X
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to offering aggregate fee
be registered price per offering
unit* price*
Common Stock, 10,000,000 $42.50 $425,000,000 $146,552
par value $5 shares
per share
*These figures are based upon the average of the high and low prices
on December 6, 1993, as reported by The Wall Street Journal in its report
of NYSE-Composite Transactions, and are used solely for the purpose of
calculating the registration fee pursuant to Rule 457(c).
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
*************************************************************************
* Information contained herein is subject to completion or *
* amendment. A registration statement relating to these securities *
* has been filed with the Securities and Exchange Commission. These *
* securities may not be sold nor may offers to buy be accepted prior *
* to the time the registration statement becomes effective. This *
* prospectus shall not constitute an offer to sell or the *
* solicitation of an offer to buy nor shall there be any sale of *
* these securities in any State in which such offer, solicitation or *
* sale would be unlawful prior to registration or qualification *
* under the securities laws of any such State. *
* SUBJECT TO COMPLETION *
* DATE OF ISSUANCE: DECEMBER 13, 1993 *
*************************************************************************
THE SOUTHERN COMPANY
Common Stock
(Par Value $5 Per Share)
_______________________________________________
The Southern Company ("SOUTHERN") may sell up to 10,000,000 shares
of its common stock, par value $5 per share, in one or more transactions.
This Prospectus may be supplemented by one or more Prospectus Supplements
which will reflect the terms of any such transaction or transactions. See
"Plan of Distribution."
The outstanding shares of common stock of SOUTHERN are listed on the
New York Stock Exchange, and the shares of Stock offered hereby are
expected to be listed on such Exchange subject to notice of issuance. On
December 10, 1993, the last sale price of SOUTHERN's common stock, as
reported by The Wall Street Journal, was $43.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1993.
No broker, dealer, salesman or other person has been authorized to
give any information or to make any representations not contained or
incorporated in this Prospectus or any accompanying Prospectus Supplement
in connection with the offering made hereby or thereby and, if given or
made, such information or representations must not be relied upon as
having been so authorized. This Prospectus and any accompanying Prospectus
Supplement do not constitute an offer of any securities other than the
registered securities to which they relate, or an offer to sell or a
solicitation of an offer to buy to any person in any jurisdiction in which
such offer or solicitation would be unlawful. Neither the delivery of
this Prospectus or any accompanying Prospectus Supplement nor any sale
made hereunder or thereunder shall, under any circumstances, create any
implication that the information herein or therein is correct as of any
time subsequent to the respective dates of this Prospectus and any such
Prospectus Supplement.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, DEALERS OR
AGENTS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE COMMON STOCK OF SOUTHERN AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY
BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
SOUTHERN is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the
offices of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C.; 500 West Madison Street, Suite 1400, Chicago, Ill.; and
13th Floor, Seven World Trade Center, New York, N.Y. Copies of this
material can also be obtained at prescribed rates from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. The common stock of SOUTHERN is listed on the New York Stock
Exchange, where reports, proxy statements and other information concerning
SOUTHERN can be inspected.
SOUTHERN HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR
ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
REFERRED TO HEREIN UNDER THE CAPTION "INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE" WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO TOMMY CHISHOLM, SECRETARY, THE SOUTHERN
COMPANY, 64 PERIMETER CENTER EAST, ATLANTA, GEORGIA 30346, (404) 668-
3575.
2
<PAGE>
THE SOUTHERN COMPANY
SOUTHERN was incorporated under the laws of Delaware on November 9,
1945. SOUTHERN is domesticated under the laws of Georgia and is qualified to
do business as a foreign corporation under the laws of Alabama. The
principal executive offices of SOUTHERN are located at 64 Perimeter Center
East, Atlanta, Georgia 30346, and the telephone number is (404) 393-0650.
SOUTHERN owns all the outstanding common stock of Alabama Power
Company ("ALABAMA"), Georgia Power Company ("GEORGIA"), Gulf Power Company
("GULF"), Mississippi Power Company ("MISSISSIPPI") and Savannah Electric
and Power Company ("SAVANNAH") (ALABAMA, GEORGIA, GULF, MISSISSIPPI and
SAVANNAH being collectively referred to herein as the "operating
affiliates"), each of which is an operating public utility company, and of
Southern Company Services, Inc. (the system service company). ALABAMA and
GEORGIA each owns 50% of the outstanding common stock of Southern Electric
Generating Company ("SEGCO"). The operating affiliates supply electric
service in the states of Alabama, Georgia, Florida, Mississippi and Georgia,
respectively, and SEGCO owns generating units at a large electric generating
station which supplies power to ALABAMA and GEORGIA. SOUTHERN also owns all
the outstanding common stock of Southern Electric International, Inc.
("SEI"), The Southern Development and Investment Group, Inc. ("SDIG"), and
Southern Nuclear Operating Company, Inc. ("Southern Nuclear"). SEI designs,
builds, owns and operates power production facilities and provides a broad
range of technical services to industrial companies and utilities in the
United States and a number of international markets. SDIG researches and
develops new business opportunities. Southern Nuclear provides services to
the Southern electric system's nuclear plants.
USE OF PROCEEDS
Except as may be otherwise described in a Prospectus Supplement,
SOUTHERN proposes to use the net proceeds from the sale of the shares of
common stock offered hereby (the "Stock"), together with treasury funds and
the proceeds from the sales of common stock through operation of its
dividend reinvestment and stock purchase plan, its employee savings plan and
its employee stock ownership plan, to make additional investments in the
common equities of its subsidiaries and for other corporate purposes.
DIVIDENDS AND PRICE RANGE
Since January 1, 1988, the high and low sales prices of SOUTHERN's
common stock, as reported by The Wall Street Journal as NYSE-Composite
Transactions, have been as follows:
Year High Low By Quarters High Low
1988 24 1/4 20 3/8 1991
1st Quarter 28 3/4 25 3/4
1989 29 3/4 22 2nd Quarter 28 3/4 26 1/8
3rd Quarter 30 1/8 26 3/4
1990 29 3/4 23 4th Quarter 34 3/4 29 3/8
1991 34 3/4 25 3/4 1992
1st Quarter 34 3/4 30 3/8
1992 39 1/8 30 3/8 2nd Quarter 35 3/8 31 1/4
3rd Quarter 38 34 3/4
4th Quarter 39 1/8 35 1/4
1993
1st Quarter 42 3/4 36 7/8
2nd Quarter 45 38 3/4
3rd Quarter 46 1/8 41 1/8
4th Quarter 47 1/4 41 1/2
(through
Dec. 10)
3
The last sale price of the common stock on December 10, 1993, as
reported by The Wall Street Journal, was $43 per share. The consolidated
book value per share of SOUTHERN's common stock at September 30, 1993 was
$24.03.
Dividends have been paid on the common stock without interruption
since 1949 when SOUTHERN was organized. The following table sets forth the
dividends paid during the period 1988-1993. Future dividends will depend on
future earnings, the financial condition of SOUTHERN and the operating
affiliates and other factors.
Period Common Dividends Period Common Dividends
Per Share Per Share
1988 $2.14 1992 (1st quarter) $.55
(2nd quarter) .55
1989 2.14 (3rd quarter) .55
(4th quarter) .55
1990 2.14
1993 (1st quarter) .57
1991 2.14 (2nd quarter) .57
(3rd quarter) .57
(4th quarter) .57
SOUTHERN has a dividend reinvestment and stock purchase plan pursuant
to which registered owners of shares of SOUTHERN's common stock may purchase
additional shares by having dividends automatically reinvested, or by making
supplemental optional cash purchases (not more than $6,000 per quarter), or
both. For information concerning the dividend reinvestment and stock
purchase plan, write Southern Company Services, Inc., Stockholder Services
Department, P. O. Box 88300, Atlanta, Georgia 30350-8300.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of SOUTHERN currently consists of
1,000,000,000 shares of common stock, par value $5 per share. As of
November 30, 1993, there were 319,914,891 shares of common stock issued and
outstanding.
All shares of common stock of SOUTHERN participate equally with
respect to dividends and rank equally upon liquidation. Each holder is
entitled to one vote for each share held and to cumulative voting at
elections of directors. The vote of two-thirds of the outstanding common
stock is required to authorize or create preferred stock or to effect
certain changes in charter provisions affecting the common stock. No
stockholder is entitled to preemptive rights.
The shares of Stock offered hereby will be fully paid and
nonassessable by SOUTHERN.
The income of SOUTHERN is derived mainly from equity in earnings of
its operating affiliates. At September 30, 1993, $1,606,030,000 of
consolidated retained earnings, of a total of $3,032,361,000 at that date,
was restricted against the payment by the operating affiliates of cash
dividends on common stock under terms of bond indentures or charters.
SOUTHERN's investment in subsidiary companies is maintained on the equity
method of accounting; however, under the applicable accounting requirements
of the SEC, cash dividends are limited to SOUTHERN's retained earnings
computed on the cost method of accounting ($343,728,000 at September 30,
1993). The equity in undistributed earnings of subsidiary companies, except
for the $1,606,030,000 restricted under the terms of bond indentures or
charters, will become available for payment of cash dividends by SOUTHERN as
such amounts are paid to SOUTHERN by the subsidiary companies.
4
Certain business combination transactions, including mergers, sales of
assets or securities having a fair market value of $100,000,000 or more,
liquidations, dissolutions, reclassifications or recapitalizations, between
SOUTHERN or any of its subsidiaries and any beneficial owner of more than 5%
of the outstanding voting stock of SOUTHERN or any affiliate of such owner
must be approved by the holders of 75% of the outstanding voting stock and a
majority of the outstanding voting stock held by persons other than such
beneficial owner, unless approved by a majority of the "Disinterested
Directors" (generally directors not affiliated with such beneficial owner)
or certain minimum price and procedural requirements are met. These
provisions may have the effect of delaying, deferring or preventing a change
in control of SOUTHERN.
The transfer agent and registrar for the common stock is Southern
Company Services, Inc., Atlanta, Georgia.
LEGAL OPINIONS AND EXPERTS
The legality of the Stock offered hereby has been passed upon by
Troutman Sanders, Atlanta, Georgia, counsel for SOUTHERN. Reid & Priest,
New York, New York, will act as counsel for the underwriters, dealers,
agents or purchasers and will render an opinion to them upon the legality of
the Stock.
The consolidated financial statements and schedules of SOUTHERN and
its subsidiaries included in SOUTHERN's Annual Report on Form 10-K for the
year ended December 31, 1992, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen & Co., independent public accountants,
as indicated in their reports with respect thereto, and are incorporated
herein in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports. Reference is made to said reports,
which refer to uncertainties with respect to the actions of the regulators
regarding the recoverability of GEORGIA's investment in the Rocky Mountain
hydroelectric project and the outcome of a stockholder's suit pending
against SOUTHERN. As described in Note (A) to the condensed financial
statements included in SOUTHERN's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993, such stockholder's suit was settled at no
material cost to SOUTHERN. Accordingly, the reports of Arthur Andersen &
Co. are no longer qualified with respect to this uncertainty.
Statements as to matters of law and legal conclusions in SOUTHERN's
Annual Report on Form 10-K for the year ended December 31, 1992, under
"Item 1--Business-Competition", "Item 1--Business-Regulation" and "Item 1--
Business-Rate Matters" and under "Item 2--Properties-Titles to Property"
relating to titles to property, have been reviewed as to the respective
companies by Balch & Bingham, general counsel for ALABAMA and SEGCO,
Troutman Sanders, general counsel for GEORGIA, Beggs & Lane, general counsel
for GULF, Eaton and Cottrell, P.A., general counsel for MISSISSIPPI, and
Bouhan, Williams & Levy, general counsel for SAVANNAH, and such statements
insofar as they relate to the respective companies are made upon the
authority of such firms as experts. G. Edison Holland, Jr., a partner of
Beggs & Lane, is Vice President and Corporate Counsel of GULF. George W.
Williams, a Director Emeritus of SAVANNAH, is of counsel to the firm of
Bouhan, Williams & Levy, and he and other members of such firm own an
aggregate of 9,542 shares of common stock of SOUTHERN.
PLAN OF DISTRIBUTION
SOUTHERN may sell the Stock at any time or from time to time to or
through one or more underwriters or dealers for public offering and sale by
them or to investors directly or through agents. To the extent required,
any such underwriter, dealer or agent involved in the offer and sale of
Stock will be named in an amendment or supplement to this Prospectus.
Underwriters may offer and sell the Stock at a fixed price or prices,
which may be changed, or from time to time at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
5
negotiated prices. In connection with sales of the Stock, underwriters may
be deemed to have received compensation from SOUTHERN in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Stock for whom they may act as agent. Underwriters may
sell Stock to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions (which may be changed
from time to time) from the underwriters or from the purchasers for whom
they may act as agent.
The Stock may also be sold directly to dealers acting as principals.
A dealer may then resell Stock to the public at varying prices to be
determined by such dealer at the time of resale. In addition, the Stock may
be sold by SOUTHERN through agents designated by it from time to time, by
means of (i) ordinary brokers' transactions, (ii) block transactions (which
may involve crosses) in accordance with the rules of the New York Stock
Exchange and other exchanges (the "Exchanges"), in which such agents may
attempt to sell shares as agent but may position and resell all or a portion
of the block as principal, (iii) "fixed price offerings" off the floor of
the Exchanges or "exchange distributions" and "special offerings" in
accordance with rules of the Exchanges, or (iv) a combination of any such
methods of sale, in each case at market prices prevailing at the time of
sale in the case of transactions on the Exchanges and at negotiated prices
related to prevailing market prices in the case of transactions off the
floor of the Exchanges. In connection therewith, distributors' or sellers'
commissions may be paid or allowed. The Stock also may be sold directly by
SOUTHERN to any purchaser or purchasers.
Any compensation paid by SOUTHERN to underwriters, dealers or agents
in connection with the offering of Stock and any discounts, concessions or
commissions allowed by underwriters to participating dealers, as well as
other terms of offering, will be set forth in an amendment or supplement to
this Prospectus to the extent required. Underwriters, dealers, agents and
any other parties participating in any distribution of the Stock may be
deemed to be underwriters, and any discounts and commissions received by
them and any profit realized by them on resale of the Stock may be deemed to
be underwriting discounts and commissions under the Securities Act of 1933,
as amended (the "Securities Act"). Underwriters, dealers and agents
participating in any distribution of the Stock may be entitled, under
agreements entered into with SOUTHERN, to indemnification against certain
civil liabilities, including liabilities under the Securities Act.
Underwriters, dealers or agents with respect to the offering of the
Stock may include one or more of the following: Robert W. Baird & Co.
Incorporated; Bear, Stearns & Co. Inc.; J.C. Bradford & Co.; Alex. Brown &
Sons Incorporated; Chase Securities Inc.; Chemical Securities, Inc.;
Citicorp Securities, Inc.; Dain Bosworth Incorporated; Daiwa Securities
America Inc.; Dillon, Read & Co. Inc.; Donaldson, Lufkin & Jenrette
Securities Corporation; A.G. Edwards & Sons, Inc.; CS First Boston
Corporation; Goldman, Sachs & Co.; Interstate/Johnson Lane Corporation;
Raymond James and Associates, Inc.; Edward D. Jones & Co.; Kemper Securities
Group, Inc.; Kidder, Peabody & Co. Incorporated; W.R. Lazard; Legg Mason
Wood Walker Incorporated; Lehman Brothers Inc.; Merrill Lynch, Pierce,
Fenner & Smith Incorporated; Morgan Keegan & Company, Inc.; J.P. Morgan
Securities Inc.; Morgan Stanley & Co. Incorporated; Nomura Securities
International, Inc.; PaineWebber Incorporated; Prudential Securities
Incorporated; Pryor, McClendon, Counts & Co., Inc.; Rauscher Pierce Refsnes,
Inc.; The Robinson-Humphrey Company, Inc.; L.F. Rothschild and Co.
Incorporated; Salomon Brothers Inc; Smith Barney Shearson Inc.; Swiss Bank
Corporation International Securities Inc.; Thomson McKinnon Securities Inc.;
Tucker Anthony Incorporated; UBS Securities Inc.; Wertheim Schroder & Co.
Incorporated; and Dean Witter Reynolds Inc.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by SOUTHERN
with the SEC pursuant to the Exchange Act, are incorporated by reference in
this Prospectus and shall be deemed to be a part hereof:
6
1. Annual Report on Form 10-K for the year ended December 31, 1992.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1993, June 30, 1993 and September 30, 1993.
3. Current Report on Form 8-K dated February 12, 1993.
All documents subsequently filed by SOUTHERN with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Stock shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from their
respective dates of filing.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, to be borne by SOUTHERN are as
follows:
Each
Initial Additional
Sale Sale
*Filing fee of Securities and Exchange Commission $146,552 $ ---
relating to registration statement
*Listing on New York Stock Exchange 65,300 ---
Cost of definitive stock certificates 5,000 5,000
Charges of transfer agent and registrar 5,000 5,000
Printing and preparation of registration statement, 10,000 10,000
prospectus, etc.
Fee of counsel for SOUTHERN, Troutman Sanders 22,000 16,000
Fee of accountants, Arthur Andersen & Co. 40,000 40,000
Services of Southern Company Services, Inc. 20,000 20,000
Miscellaneous, including telephone charges and
travel expenses 10,000 8,000
Total $323,852 $104,000
*Each Prospectus Supplement will reflect actual filing and listing fees
based upon the amount of the related offering.
Item 15. Indemnification of Directors and Officers.
Section 145 of Title 8 of the Delaware Code gives a corporation
power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The same Section also gives a
corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if
II-1
<PAGE>
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper. Also, the Section states that, to the
extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any such action,
suit or proceeding, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
The By-Laws of SOUTHERN provide in substance that no present or
future director or officer of SOUTHERN shall be liable for any act,
omission, step or conduct taken or had in good faith which is required,
authorized or approved by order issued pursuant to the Public Utility
Holding Company Act of 1935, the Federal Power Act, or any state statute
regulating SOUTHERN or its subsidiaries by reason of their being public
utility companies or public utility holding companies, or any amendment to
any thereof. In the event that such provisions are found by a court not
to constitute a valid defense, each such director and officer shall be
reimbursed for, or indemnified against, all expenses and liabilities
incurred by him or imposed on him in connection with, or arising out of,
any such action, suit or proceeding based on any act, omission, step or
conduct taken or had in good faith as in such By-Laws described.
The By-Laws of SOUTHERN further provide as follows:
"Each person who is or was a director or officer of the Corporation
and who was or is a party or was or is threatened to be made a party
to any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, agent or trustee
of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall be indemnified by the
Corporation as a matter of right against any and all expenses
(including attorneys' fees) actually and reasonably incurred by him
and against any and all claims, judgments, fines, penalties,
liabilities and amounts paid in settlement actually incurred by him
in defense of such claim, action, suit or proceeding, including
appeals, to the full extent permitted by applicable law. The
indemnification provided by this Section shall inure to the benefit
of the heirs, executors and administrators of such person.
Expenses (including attorneys' fees) incurred by a director or
officer of the Corporation with respect to the defense of any such
claim, action, suit or proceeding may be advanced by the Corporation
prior to the final disposition of such claim, action, suit or
proceeding, as authorized by the Board of Directors in the specific
case, upon receipt of an undertaking by or on behalf of such person
to repay such amount unless it shall ultimately be determined that
such person is entitled to be indemnified by the Corporation under
this Section or otherwise; provided, however, that the advancement
of such expenses shall not be deemed to be indemnification unless
and until it shall ultimately be determined that such person is
II-2 <PAGE>
entitled to be indemnified by the Corporation."
SOUTHERN has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification
of its directors and officers for certain of their liabilities and
expenses and also covering its officers and directors against certain
other liabilities and expenses.
Item 16. Exhibits.
Exhibit
Number
*1 Underwriting Agreement.
3(a) Composite Certificate of Incorporation of SOUTHERN
reflecting all amendments to date. (Designated in
Registration No. 33-3546 as Exhibit 4(a), in Certificate
of Notification, File No. 70-7341, as Exhibit A, and in
Certificate of Notification, File No.70-8181, as Exhibit
A.)
3(b) By-Laws of SOUTHERN as amended effective May 27, 1987
and presently in effect. (Designated in Form U-1, File
No. 70-7477, as Exhibit A-2.)
5 Opinion of Troutman Sanders, counsel for SOUTHERN.
23(a) Consent of Troutman Sanders, counsel for SOUTHERN, is
contained in Exhibit 5.
23(b) Consent of Balch & Bingham, general counsel for ALABAMA
and SEGCO.
23(c) Consent of Troutman Sanders, general counsel for
GEORGIA.
23(d) Consent of Beggs & Lane, general counsel for GULF.
23(e) Consent of Eaton and Cottrell, P.A., general counsel for
MISSISSIPPI.
23(f) Consent of Bouhan, Williams & Levy, general counsel for
SAVANNAH.
23(g) Consent of Arthur Andersen & Co.
24 Powers of Attorney and resolution.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission, and which were designated as noted
above, are hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
Item 17. Undertakings.
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
_______________
* To be subsequently filed or incorporated by reference.
II-3
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Undertaking related to filings incorporating subsequent
Securities Exchange Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Undertaking related to acceleration of effectiveness:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
II-4 <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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on
the 13th day of December, 1993.
THE SOUTHERN COMPANY
By: Edward L. Addison, President
By: /s/Wayne Boston
_____________________________________
(Wayne Boston, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
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 President
(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
John M. McIntosh )
Earl D. McLean, Jr. )
William A. Parker, Jr. )
William J. Rushton, III )
Herbert Stockham )
Louis J. Willie )
By: /s/Wayne Boston December 13, 1993
--------------------------------
(Wayne Boston, Attorney-in-Fact)
II-5
Exhibit F
Troutman Sanders
600 Peachtree Street
Atlanta, Georgia 30308
404-885-3000
January 24, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: The Southern Company
Statement on Form U-1
File No. 70-8277
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to
above and are furnishing this opinion with respect to the
proposed issuance by The Southern Company ("Southern") of
additional shares of its common stock, par value $5 per share
(the "Stock"), and the making by Southern of certain guarantees
(the "Guarantees") on behalf of certain subsidiaries, all as
described in 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 transactions are
consummated in accordance with such statement on Form U-1 and
such order or orders:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) upon compliance with the relevant provisions of
the Securities Act of 1933, as amended, and the
securities or "Blue Sky" laws of any jurisdiction
applicable thereto, and when certificates for the
Stock have been executed by Southern,
countersigned and registered by the transfer agent
and registrar and delivered for a consideration in
cash equal to or greater than the par value of the
Stock in accordance with resolutions duly adopted
by the board of directors of Southern, the Stock
will be validly issued, fully paid and
nonassessable shares of Southern and the holders
thereof will be entitled to the rights and
<PAGE>
privileges appertaining thereto set forth in the
Certificate of Incorporation of Southern, as
amended, defining such rights and privileges;
<PAGE>
Securities and Exchange Commission
January 24, 1994
Page 2
(c) assuming that any associate company of Southern
with respect to whose securities Southern shall
issue any Guarantee is, at the time of the making
of such Guarantee, either an "exempt wholesale
generator" or a "foreign utility company," as
defined in the Public Utility Holding Company Act
of 1935, as amended, any such Guarantee will be
the valid and binding obligation of Southern; and
(d) the consummation of the proposed transactions 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 filing of such statement on Form U-1.
Very truly yours,
/s/ Troutman Sanders
Troutman Sanders
<PAGE>
