Filed Pursuant to Rule 424(b)(5)
Registration No. 33-51433
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 21, 1993)
2,800,000 SHARES
THE SOUTHERN COMPANY
COMMON STOCK
(PAR VALUE $5 PER SHARE)
---------------------
The outstanding shares of common stock of The Southern Company ("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.
The reported last sale price of SOUTHERN's common stock on the New York Stock
Exchange on January 26, 1994 was $42 3/4 per share.
---------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) SOUTHERN(2)
- ---------------------------------------------------------------------------------------------------------
Per Share............................................. $42.90 $.0678 $42.8322
- ---------------------------------------------------------------------------------------------------------
Total................................................. $120,120,000 $189,840 $119,930,160
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) SOUTHERN has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(2) Before deducting expenses payable by SOUTHERN estimated at $190,000.
---------------------
The shares of Stock offered by this Prospectus Supplement are offered by
the Underwriter subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by the
Underwriter and to certain further conditions. It is expected that delivery of
the Stock will be made at the offices of Lehman Brothers Inc., New York, New
York, on or about February 2, 1994.
---------------------
LEHMAN BROTHERS
January 26, 1994
USE OF PROCEEDS
The proceeds from the sale of the Stock will be applied by SOUTHERN to
repay a portion of its outstanding short-term debt, which aggregated
approximately $213,000,000 as of January 26, 1994.
RECENT RESULTS OF OPERATIONS; RECENT DEVELOPMENTS
Following is a summary of the results of operations (unaudited) for the
year ended December 31, 1993. In the opinion of the management of SOUTHERN, the
amounts shown reflect all adjustments (which included only normal recurring
adjustments) necessary to present fairly the results of operations for such
period, subject to the effect of such adjustments, if any, as might have been
required had the outcome of the uncertainty with respect to the actions of the
regulators regarding the recoverability of the investment of Georgia Power
Company ("GEORGIA") in the Rocky Mountain pumped storage hydroelectric project
been known.
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1993
-----------------
<S> <C>
(UNAUDITED)
Operating Revenues................................................... $ 8,489,000,000
Income Before Interest Charges....................................... $ 1,820,000,000
Consolidated Net Income.............................................. $ 1,002,000,000
Average Number of Shares of Common Stock Outstanding................. 318,659,000
Earnings per Share of Common Stock................................... $3.14
Cash Dividends Paid per Share of Common Stock........................ $2.28
</TABLE>
On January 17, 1994, the board of directors of SOUTHERN declared a
quarterly dividend on the common stock in the amount of $.59 per share, payable
on March 5, 1994 to stockholders of record as of the close of business on
February 7, 1994. Future dividends will depend on future earnings, the financial
condition of SOUTHERN and its operating affiliates and other factors. The board
of directors also authorized the issuance and distribution on February 28, 1994
of one additional share of common stock for each share held of record at the
close of business on February 7, 1994. Assuming that the Stock offered hereby is
offered and sold on or before February 7, 1994 as planned, holders of record of
the Stock as of the close of business on February 7, 1994 will be entitled to
receive such cash dividend and stock distribution.
GEORGIA has announced that it will implement during 1994 a special early
retirement program for certain employees. Such program will result in a charge
currently estimated to be approximately $40,000,000 after taxes, which is
expected to be recorded in January 1994.
S-2
UNDERWRITING
Subject to the terms and conditions set forth in the Purchase Contract,
SOUTHERN has agreed to sell to Lehman Brothers Inc. (the "Underwriter"), and the
Underwriter has agreed to purchase, 2,800,000 shares of Stock.
Under the terms and conditions of the Purchase Contract, the Underwriter is
committed to take and pay for all the shares of Stock, if any are taken.
The Underwriter proposes to offer the shares of Stock in part to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of $.04 per share. After the shares of Stock are
released for sale to the public, the public offering price and other selling
terms may from time to time be varied by the Underwriter.
The Purchase Contract provides that SOUTHERN will indemnify the Underwriter
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
S-3
PROSPECTUS
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 21, 1993, the
last sale price of SOUTHERN's common stock, as reported by The Wall Street
Journal, was $44 1/2.
---------------------
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 21, 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
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:
<TABLE>
<CAPTION>
YEAR HIGH LOW BY QUARTERS HIGH LOW
- ---- ---- --- ------------------ ---- ---
<S> <C> <C> <C> <C> <C>
1988 24 1/4 20 3/8 1991
First Quarter 28 3/4 25 3/4
1989 29 3/4 22 Second Quarter 28 3/4 26 1/8
Third Quarter 30 1/8 26 3/4
1990 29 3/8 23 Fourth Quarter 34 3/4 29 3/8
1991 34 3/4 25 3/4 1992
First Quarter 34 3/4 30 3/8
1992 39 1/8 30 3/8 Second Quarter 35 3/8 31 1/4
Third Quarter 38 34 3/4
Fourth Quarter 39 1/8 35 1/4
1993
First Quarter 42 3/4 36 7/8
Second Quarter 45 38 3/4
Third Quarter 46 1/8 41 1/8
Fourth Quarter 47 1/4 41 1/2
(through Dec. 21)
</TABLE>
3
The last sale price of the common stock on December 21, 1993, as reported
by The Wall Street Journal, was $44 1/2 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.
<TABLE>
<CAPTION>
COMMON DIVIDENDS COMMON DIVIDENDS
PERIOD PER SHARE PERIOD PER SHARE
- ------------------------- ---------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
1988..................... $ 2.14 1992 (first quarter) $.55
(second quarter) .55
1989..................... 2.14 (third quarter) .55
(fourth quarter) .55
1990..................... 2.14 1993 (first quarter) .57
(second quarter) .57
1991..................... 2.14 (third quarter) .57
(fourth quarter) .57
</TABLE>
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.
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
4
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 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
5
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:
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.
6
