CERTIFICATE OF NOTIFICATION
Filed by
THE SOUTHERN COMPANY
Pursuant to order of the Securities and Exchange Commission dated
November 2, 1993, in the matter of File No. 70-8181.
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The Southern Company (the "Company") hereby certifies to
said Commission, pursuant to Rule 24, that, in accordance with
the terms and conditions of and for the purposes represented by
the Company's statement on Form U-1, as amended, in the above
matter and of said order with respect thereto:
1. The annual meeting of stockholders of the Company was
held on May 26, 1993. At such meeting, the
stockholders considered and voted upon an amendment to
Article FOURTH of the Company's Certificate of
Incorporation to increase the total number of shares
which the Company shall have authority to issue from
500,000,000 to 1,000,000,000, all to be shares of
common stock of the par value of $5 each. Such
amendment was duly adopted by the requisite vote of the
stockholders as follows: for, 234,188,383 shares;
against, 23,358,869 shares; and abstain, 4,495,318.
On March 29, 1993, the record date for the annual
meeting, the Company had outstanding 317,431,004 shares
of its common stock.
2. On January 5, 1994, the above amendment to the
Certificate of Incorporation became effective when the
certificate of amendment setting forth such amendment
and certifying that it had been duly adopted was filed
with the Secretary of State of the State of Delaware
and copies thereof, certified by the Secretary of
State, were recorded in the office of the Recorder of
Deeds of New Castle County, Wilmington, Delaware.
3. Filed herewith are the following exhibits:
Exhibit A - Certificate of Amendment of Certificate of
Incorporation of The Southern Company
amending Article FOURTH of the Company's
Certificate of Incorporation.
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Exhibit B - Notice of the annual meeting of
stockholders. (Filed electronically April
12, 1993, File No. 1-3526.)
Exhibit C - Proxy statement relating to the annual
meeting. (Filed electronically April 12,
1993, File No. 1-3526.)
Exhibit D - Form of proxy for the annual meeting.
(Filed electronically April 12, 1993, File
No. 1-3526.)
Exhibit E - Opinion of Troutman Sanders, dated February
28, 1994.
Dated February 28, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
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EHXIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE SOUTHERN COMPANY
THE SOUTHERN COMPANY, a corporation organized and existing
under the laws of the State of Delaware (hereinafter called the
"Company"), DOES HEREBY CERTIFY, under its corporate seal as
follows:
1. The Board of Directors of the Company, at a meeting of
said Board of Directors duly called and held on March 8, 1993,
duly adopted the following resolutions, which have not been
revoked or modified and are in full force and effect:
"RESOLVED: That the Board of Directors of The Southern
Company do hereby:
(1) Propose, set forth and declare advisable, and
recommend to the stockholders their approval of an amendment
of the Certificate of Incorporation, as heretofore amended,
so as to increase the authorized number of shares of common
stock of the par value of $5 from 500,000,000 to
1,000,000,000, and for such purpose Article FOURTH of said
Certificate of Incorporation be amended to read as follows:
'FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is
1,000,000,000 shares, all of which are to be shares of
common stock with a par value of five dollars ($5)
each.'
(2) Direct that the amendment so proposed be
considered at the next annual meeting of stockholders of the
Company which shall be called and held upon notice in
accordance with Section 222 of the General Corporation Law
of the State of Delaware, which notice shall set forth a
brief summary of the change to be effected by such
amendment; and
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RESOLVED FURTHER: That the proper officers be and they
hereby are authorized to do any and all things necessary or
appropriate, and as counsel may advise, to effect such amendment
of the
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Certificate of Incorporation, including, without limitation,
executing and filing with the Securities and Exchange Commission
a statement in respect thereof under the Public Utility Holding
Company Act of 1935, and any necessary amendments thereto.
2. Thereafter, pursuant to the foregoing resolutions, at
the next annual meeting of stockholders of the Company which was
duly called and held in accordance with said resolutions and with
Sections 222 and 242 of said General Corporation Law on May 26,
1993 at 10:00 a.m. Central Daylight Time, the proposed amendment
was considered, a vote of the stockholders entitled to vote, by
ballot, in person or by proxy, was taken for and against the
proposed amendment, and the holders of a majority of the issued
and outstanding shares of common stock of the Company, being the
only class of stock authorized or issued and therefore the only
stock entitled to vote on said amendment, voted in favor of said
amendment.
3. The capital of the Company will not be reduced under or
by reason of said amendment.
4. The amendment hereinbefore set forth with respect to
Article FOURTH of the Certificate of Incorporation of the Company
has been duly adopted in accordance with the provisions of
Section 242 of said General Corporation Law.
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IN WITNESS WHEREOF, THE SOUTHERN COMPANY has caused its
corporate seal to be hereunto affixed and this certificate to be
signed and acknowledged by Paul J. DeNicola, its Executive Vice
President, and to be attested by Tommy Chisholm, its Secretary,
this 22nd day of December, 1993.
THE SOUTHERN COMPANY
By: /s/Paul J. DeNicola
Executive Vice President
ATTEST:
/s/Tommy Chisholm
Secretary
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STATE OF GEORGIA )
: ss.:
COUNTY OF DEKALB )
BE IT REMEMBERED that on this 22nd day of December, 1993,
personally came before me, a Notary Public in and for the County
and State aforesaid, Paul J. DeNicola, Executive Vice President
of The Southern Company, a corporation of the State of Delaware
and the corporation described in and which executed the foregoing
certificate, known to me personally to be such, and he, the said
Paul J. DeNicola, as such executive vice president, duly signed
said certificate before me and duly acknowledged said certificate
to be the act and deed of said corporation and that the seal
affixed to said certificate is the corporate seal of said
corporation, said certificate has been signed by him, the
Executive Vice President of said corporation, and attested by
Tommy Chisholm, the Secretary of said corporation, each by his
own hand and in his own handwriting, and the facts stated in said
certificate are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/s/Sandra K. McMichael
Notary Public
Douglas County, Georgia
My Commission Expires February 5, 1995
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EXHIBIT E
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
February 28, 1994
Securities and Exchange Commission
Washington, D.C. 20549
RE: Statement on Form U-1 of
The Southern Company
File No. 70-8181
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
amendment by The Southern Company ("Southern") to Article FOURTH
of its Certificate of Incorporation.
We are of the opinion that:
(a) Southern is a validly organized and duly existing
corporation under the laws of the State of Delaware;
(b) all State laws applicable to such transaction by
Southern have been complied with; and
(c) the consummation of such transaction by Southern did
not violate the legal rights of the holders of any
securities issued by Southern 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 Southern of its certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders
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