SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, Esq
Troutman Sanders
5200 NationsBank Plaza
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions
1.1 The Southern Company ("Southern"), a registered holding
company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), proposes, from time to time, to issue up to
1,000,000 shares of its common stock, par value $5.00 per share
("Common Stock"), pursuant to The Southern Company Outside
Directors Stock Plan (the "Plan"), as described herein.
The board of directors of Southern has adopted the Plan,
subject to stockholder approval. The purpose of the Plan is to
provide a mechanism for nonemployee directors of Southern to
automatically increase their ownership of Southern Common Stock
and thereby further align their interests with those of the
stockholders of Southern.
The Plan will be administered by the Compensation Committee
of the board of directors of Southern (the "Committee"). The
Committee will have the discretion to interpret the Plan,
including any ambiguities contained therein and, subject to its
provisions, to make all determinations necessary or desirable for
the Plan's administration.
The Plan provides that any member of the Board of Directors
of Southern who is not otherwise actively employed by Southern or
any of its subsidiaries or affiliates shall receive a portion of
his or her annual retainer fee equal to $5,000 in unrestricted
Common Stock of Southern, with the remainder of such annual
retainer fee to be payable, in increments elected by the
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director, in cash or in unrestricted Common Stock of Southern.
Annual retainer fees for directors of Southern are currently
$30,000.
Outside directors shall have a one-time opportunity,
pursuant to the Plan, to elect the portion of his or her
compensation in excess of $5,000 to be paid in Common Stock.
Such election shall be made on the form provided to the director
by the Committee, which form shall acknowledge that once made,
such election is irrevocable.
Any cash payments due to a nonemployee director as a result
of his or her election to receive a portion of his or her annual
retainer fee in cash will be paid in twelve (12) equal monthly
installments, with such payments being made on the first day of
each month.
Any Common Stock due to a nonemployee director will be paid
on a quarterly basis, with the first such quarterly distribution
being made on April 1 of each year and succeeding quarterly
distributions being made on July 1, September 1, and December 1
of each year. Notwithstanding the foregoing, for purposes of the
1994 calendar year, no stock distributions shall be made prior to
July 1, 1994; provided, however, that the stock distribution to
be made on July 1, 1994 shall include both the April 1, 1994 and
July 1, 1994 quarterly distributions.
The amount of Common Stock to be distributed to a
nonemployee director pursuant to the Plan shall initially be
determined by first dividing the director's required and elected
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dollar amount of Common Stock compensation under the Plan by four
(4) and then dividing such quarterly quotient by the market value
of the Common Stock on the date of distribution, with subsequent
distributions based on such quarterly quotient divided by the
market value of the Common Stock on the date of such subsequent
distributions. For purposes of valuing such Common Stock, the
term "market value" shall mean the average of the high and low
prices of the Common Stock, as published in the Wall Street
Journal in its report of New York Stock Exchange composite
transactions, on the date such market value is to be determined
(or the average of the high and low sale prices on the trading
day immediately preceding such date if the Common Stock is not
traded on the applicable valuation date).
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated by the Board of Directors of
Southern or by the Committee with the approval of the Board of
Directors; provided, however, that, without the approval of the
shareholders of Southern entitled to vote thereon, no amendment
may be made which would, absent such shareholder approval,
disqualify the Plan for coverage under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, as that rule may be
amended from time to time; and provided further that the Plan may
not be amended more than once every six (6) months unless such
amendment is made in order to comply with changes to either the
Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, and the rules
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thereunder. Notwithstanding the foregoing, no amendment or
termination of the Plan will be permitted where it would impair
any rights to payments to which a nonemployee director may be
entitled prior to the effective date of such amendment or
termination.
Shares delivered by Southern to a director in accordance
with the Plan will be unrestricted shares of Common Stock.
Southern intends to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 for purposes of
registering under the Securities Act of 1933, as amended, the
shares of Common Stock to be issued pursuant to the Plan.
1.2 Southern further proposes to submit the Plan for
consideration and action by its stockholders at the annual
meeting of such stockholders to be held on May 25, 1994, and in
connection therewith, to solicit proxies from its stockholders.
The material to be used in connection with such solicitation in
respect of the Plan will be substantially as set forth in
Exhibits G-1, G-2 and G-3 hereto.
Approval of the Plan requires the affirmative vote of the
holders of a majority of the shares of Common Stock represented
in person or by proxy at the annual meeting.
Item 2. Fees, Commissions and Expenses
The estimated fees and expenses paid or incurred, or to be
paid or incurred, directly or indirectly, in connection with the
proposed transactions including costs associated with the
solicitation of proxies are as follows:
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Form U-1 Filing Fee $ 2,000
Legal Fees 25,000
Printing 80,000
Postage and Mailing 225,000
Services of Southern Company
Services, Inc. (includes
transfer agent and tabulation
expenses) 55,000
Miscellaneous 5,000
Total $ 392,000
Item 3. Applicable Statutory Provisions
Sections 6(a), 7 and 12(e) of the Act and Rules 23, 24 and
62 are applicable to the proposed transactions.
To the extent that Rule 50 may be applicable to the
proposed transactions, Southern hereby requests an exception from
the requirements thereof pursuant to paragraph (a)(5). It is
submitted that compliance with such requirements is not
appropriate under the circumstances to aid the Commission (in
carrying out the provisions of Section 7 of the Act) to determine
whether the fees, commissions or other remuneration to be paid
directly or indirectly in connection with the issue, sale or
distribution of securities are reasonable, or whether any term or
condition of such issue or sale is detrimental to the public
interest or the interest of investors or consumers.
Item 4. Regulatory Approval
No state commission and no federal commission (other than
the Securities and Exchange Commission) has jurisdiction over the
proposed transactions.
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<PAGE>
Item 5. Procedure
In order to give Southern sufficient time for the
preparation and mailing of the proxy solicitation material to its
stockholders prior to the annual meeting to be held on May 25,
1994, Southern hereby requests that the Commission issue an order
as soon as practicable, pursuant to Rule 62(d) under the Act,
permitting the solicitation of proxies proposed herein. Southern
further hereby requests that the Commission issue its order with
respect to the Plan as soon as the rules allow.
Southern hereby waives a recommended decision by a hearing
officer or other responsible officer of the Commission, consents
that the Division of Investment Management may assist in the
preparation of the Commissions's decision and/or order in this
matter, unless such Division opposes the transactions proposed
herein, and requests that there be no 30-day waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
Southern hereby requests that it be permitted to file
certificates of notification on a quarterly basis, within 30 days
after the end of each calendar quarter.
Item 6. Exhibits and Financial Statements
(a) Exhibits
A-1 - The Southern Company Outside Directors Stock
Plan. (To be filed by amendment.)
A-2 - 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
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A, and in Certificate of Notification, File
No. 70-8181, as Exhibit A.)
A-3 - By-Laws of Southern as amended effective
October 21, 1991 and presently in effect.
(Designated in Form U-1, File No. 70-8181,
as Exhibit A-2.)
B - None.
C - Registration Statement of Southern on Form
S-8 with respect to the Plan. (To be filed
by amendment.)
D - None.
E - None.
F - Opinion of Troutman Sanders.
G-1 - Draft of notice of annual meeting of
stockholders.
G-2 - Draft of statement relating to the Plan to
be included in the proxy statement for the
annual meeting.
G-3 - Draft of form of proxy for the annual
meeting.
H - Form of Notice and Order permitting the
solicitation of proxies.
Exhibits heretofore filed with the Securities and Exchange
Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
(b) Financial Statements.
Financial statements are omitted since they are not deemed
relevant or necessary for a proper disposition of the proposed
transactions by the Commission.
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<PAGE>
Item 7. Information as to Environmental Effects
a) In light of the nature of the proposed transactions as
described in Item 1 hereof, the Commission's action in this
matter will not constitute any major federal action significantly
affecting the quality of the human environment.
b) No other federal agency has prepared or is preparing
an environmental impact statement with regard to the proposed
transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: March 28, 1994 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
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Exhibit F
Troutman Sanders
600 Peachtree Street
Suite 5200
Atlanta, GA 30308
404-885-3156
March 28, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
The Southern Company (the "Company")
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above
relating to (i) The Southern Company Outside Directors Stock Plan
(the "Plan") and (ii) the solicitation of proxies from the
Company's stockholders in connection with the Plan, and we are
familiar with the proceedings relating thereto.
We are of the opinion that the Company 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 permitting
such statement on Form U-1 to become effective, upon the adoption
of an appropriate resolution by the stockholders of the Company,
and upon the proposed transactions being consummated in
accordance with such statement on Form U-1 and such order or
orders and in accordance with the Plan:
(a) all State laws applicable to the proposed transactions will
have been complied with;
(b) the common stock, par value $5.00 per share, of the Company
proposed to be issued pursuant to the Plan will be fully paid and
nonassessable and the holders of such common stock will be
entitled to the rights and privileges appertaining thereto set
forth in the Certificate of Incorporation of the Company, as
amended; and
(c) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities issued
by the Company or any associate company thereof.
We hereby consent to the filing of this opinion as an exhibit to
the above-mentioned statement on Form U-1.
Very truly yours,
/s/ Troutman Sanders
Troutman Sanders
<PAGE>
EXHIBIT G-1
DRAFT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS -- May 25, 1994
Dear Stockholder:
The Annual Meeting of Stockholders of THE SOUTHERN COMPANY will be held
at the Mobile Convention Center, One South Water Street, Mobile, Alabama
on Wednesday, May 25, 1994, at 10:00 a.m. (CDT), for the following
purposes:
(1) Electing 13 members of the board of directors;
(2) Ratifying the appointment of Arthur Andersen & Co. as
independent auditors for 1994;
(3) Approving the Outside Directors Stock Plan;
(4) Approving The Southern Company Productivity Improvement Plan for
Executive Officers;
(5) Considering and voting upon stockholder proposals, if presented
at the meeting, as described in Items 5 and 6 in the attached
proxy statement; and
(6) Transacting such other business as may properly come before the
meeting or any adjournments thereof.
Your vote is important. Please mark, date, sign, and promptly return
the enclosed form of proxy in the enclosed postage-paid envelope. If you
attend the annual meeting, you may revoke this proxy by voting in person.
Only stockholders of record at the close of business on March 28, 1994,
are entitled to vote at the meeting.
By Order of the Board of Directors,
Tommy Chisholm
Secretary
Atlanta, Georgia
April 11, 1994
<PAGE>
EXHIBIT G-2
DRAFT
3. PROPOSAL TO APPROVE THE COMPANY'S OUTSIDE DIRECTORS STOCK PLAN
The board of directors has adopted effective January 1, 1994, subject to
shareholder approval, The Southern Company Outside Directors Stock Plan (the
"Plan"). The purpose of the Plan is to provide a mechanism for nonemployee
directors to automatically increase their ownership of Company common stock
and thereby further align their interests with those of the stockholders.
The Plan will be administered by the Company's compensation committee.
The Plan provides for the payment to nonemployee directors of $5,000 of
their annual retainer fee (currently $30,000) in unrestricted shares of
Company common stock, par value $5 per share. Additionally, the Plan will
permit participants to elect to receive a greater portion -- up to all -- of
their annual retainer fee in shares of Company common stock. The shares
will be issued quarterly. The number of shares issued to each participant
will be rounded to the nearest whole share amount based on the fair market
value of the Company's common stock on the date issued. Presently, there
are 10 participants in the Plan.
The board of directors may amend or terminate the Plan at any time,
subject to stockholder approval when required by law or regulation.
The following table sets forth estimated amounts to be paid under the
Plan in 1994:
Outside Directors Stock Plan
Name and Position Dollar Value ($)
E. L. Addison, Chairman and CEO, The 0
Southern Company
A. W. Dahlberg, President, The 0
Southern Company
P. J. DeNicola, President, 0
Southern Company Services
H. A. Franklin, President, 0
Georgia Power Company
E. B. Harris, President, 0
Alabama Power Company
Executive officers as a group 0
Non-executive directors as a group 47,500
Non-executive officer employees 0
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 3.
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DRAFT EXHIBIT G-3
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED "FOR"
ITEMS 1 - 4 and "AGAINST" ITEMS 5 and 6.
P
S
R
(1) Election of Directors E
O FOR all nominees listed below
E
X E. L. Addison, W. P. Copenhaver, A. W. Dahlberg,
P. J. DeNicola, J. Edwards, H. A. Franklin,
Y L. G. Hardman, III, E. B. Harris, E. D. McLean, Jr., O
W. A. Parker, Jr., W. J. Rushton, III, G. M. Shatto,
H. Stockham T
H
E
(Instruction: To withhold authority to vote for R
any individual nominee, write that nominee's name
on the space provided below.)
S
I
WITHHOLD vote for all nominees
D
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 2 - 4.
E
(2) Appointment of Auditors
FOR AGAINST ABSTAIN
(3) Approval of Outside Directors Stock Plan
FOR AGAINST ABSTAIN
(4) Approval of the Productivity Improvement Plan for Executive
Officers
FOR AGAINST ABSTAIN
<PAGE>
DRAFT
THE DIRECTORS RECOMMEND A VOTE "AGAINST" ITEMS 5 and 6.
(5) Stockholder Proposal Regarding Additional Disclosure
of Executive Compensation
FOR AGAINST ABSTAIN
(6) Stockholder Proposal on Limiting Executive Compensation
FOR AGAINST ABSTAIN
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DRAFT
C
O
THE SOUTHERN COMPANY
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS N
For Annual Meeting of Stockholders May 25, 1994
T
P I
The undersigned hereby appoints E. L. ADDISON, E. B. HARRIS,
and W. L. WESTBROOK, and each or any of them, proxies with full N
R power of substitution in each, to vote all shares the undersigned
is entitled to vote at the Annual Meeting of Stockholders of U
THE SOUTHERN COMPANY, to be held at the Mobile Convention Center,
O Mobile, Alabama, at 10:00 a.m. (CDT), and any adjournments E
thereof, on all matters legally coming before the meeting,
including, without limitation, the proposals listed on the D
X reverse side hereof.
O
Y
Please mark, date, and sign exactly as N
name appears and return this proxy
card promptly in the enclosed envelope
to The Southern Company, Stockholder O
Services, P. O. Box 105700, Atlanta,
Georgia 30352-9870. T
H
Date , 1994
E
R
Signature(s)
S
Check box if you are attending the
Annual Meeting in person I
D
E
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DRAFT
C
O
THE SOUTHERN COMPANY This Proxy Is For
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS Your Combined N
For Annual Meeting of Stockholders May 25, 1994 E.S.O.P. and
E.S.P. (if any) T
Shares.
I
P The undersigned hereby appoints E. L. ADDISON, E. B. HARRIS,
and W. L. WESTBROOK, and each or any of them, proxies with full N
power of substitution in each, to vote all shares the undersigned
R is entitled to vote at the Annual Meeting of Stockholders of U
THE SOUTHERN COMPANY, to be held at the Mobile Convention Center,
Mobile, Alabama, at 10:00 a.m. (CDT) and any adjournments E
O thereof, on all matters legally coming before the meetings,
including, without limitation, the proposals listed on the D
reverse side hereof.
X
O
Y N
Please mark, date, and sign exactly as
name appears and return this proxy
card promptly in the enclosed envelope O
to The Southern Company, Bin 071, 64
Perimeter Center East, Atlanta, T
Georgia 30346.
H
Date , 1994 E
R
Signature(s) S
Check box if you are attending the I
Annual Meeting in person
D
E
<PAGE>
Exhibit H
Form of Notice and Order Permitting
Solicitation of Proxies
The Southern Company ("Southern"), 64 Perimeter Center East,
Atlanta, Georgia 30346, a registered holding company, has filed a
declaration pursuant to Sections 6(a), 7 and 12(e) of the Act and
Rules 23, 24, 50(a)(5) and 62 thereunder.
Southern proposes, from time to time, to issue up to 1,000,000
shares of its common stock, par value $5.00 per share ("Common
Stock"), pursuant to The Southern Company Outside Directors Stock
Plan (the "Plan"). The Plan provides that any member of the
Board of Directors of Southern who is not otherwise actively
employed by Southern or any of its subsidiaries or affiliates
shall receive a portion of his or her annual retainer fee equal
to $5,000 in Common Stock of Southern, with the remainder of such
annual retainer fee to be payable, in increments elected by the
director, in cash or in Common Stock. The Plan will be
administered by the Compensation Committee of the Board of
Directors. Outside directors will have a one-time opportunity,
pursuant to the Plan, to elect the portion of his or her
compensation in excess of $5,000 to be paid in Common Stock. Any
cash payments due to a nonemployee director as a result of his or
her election to receive a portion of his or her annual retainer
fee in cash will be paid in twelve (12) equal monthly
installments. Any Common Stock due to a non-employee director
will be paid on a quarterly basis on April 1, July 1, September 1
and December 1 of each year. The amount of Common Stock to be
distributed to a nonemployee director pursuant to the Plan shall
be determined by first dividing the director's required and
elected dollar amount of Common Stock compensation under the Plan
by four (4) and then dividing such quarterly quotient by the
market value of the Common Stock on the date of distribution, as
determined pursuant to the Plan. Subject to certain exceptions
specified in the Plan, the Plan may be wholly or partially
amended or otherwise modified, suspended or terminated by the
Board of Directors of Southern or by the Committee with the
approval of the Board of Directors.
Southern proposes to solicit proxies for its annual meeting
of shareholders on May 25, 1994 in connection with the Plan, and
has requested an order, pursuant to Rule 62(d) under the Act,
permitting such solicitation.
<PAGE>
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IT IS ORDERED, pursuant to the applicable provisions of the
Act and rules thereunder, that the declaration be, and it hereby
is, permitted to become effective forthwith with respect to such
solicitation of proxies, subject to the terms and conditions
prescribed in Rule 24 under the Act, jurisdiction being hereby
reserved over the other matters covered by the declaration.
<PAGE>
