File No. 70-8595
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
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 D. McLanahan, Esq.
Financial Vice President Troutman Sanders
The Southern Company 5200 NationsBank Plaza
64 Perimeter Center East 600 Peachtree Street, N.E.
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions
Section A of Item 1 of the statement on Form U-1 in this proceeding, as
heretofore amended, is hereby amended and restated in its entirety as follows:
"A. 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 through December 31, 2005, to issue up to 1,000,000
shares of its common stock, par value $5.00 per share ("Common Stock"), pursuant
to The Outside Directors Stock Plan for Subsidiaries of The Southern Company
(the "Plan"), as described herein. The shares for which authorization is sought
herein will be newly issued shares which have been authorized for issuance
pursuant to the Plan by the board of directors of Southern but are unissued as
of the date of the application.
The board of directors of Southern has adopted the Plan, subject to
stockholder approval which was obtained at the annual meeting of stockholders on
May 24, 1995. The purpose of the Plan is to provide a mechanism for nonemployee
directors of the System Companies (hereinafter defined) to automatically
increase their ownership of Southern Common Stock and thereby further align
their interests with those of the stockholders of Southern. As of January 1,
1995, the System Companies, as defined in the Plan, are Alabama Power Company
("Alabama"), Georgia Power Company ("Georgia"), Gulf Power Company ("Gulf"),
Mississippi Power Company ("Mississippi") and Savannah Electric and Power
Company ("Savannah").
The Plan will be administered by the Compensation Committee of the
board of directors of Southern (the "Committee") as the Plan Administrator under
the Plan. 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 a System
Company 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, as set forth in the table below, in unrestricted 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 unrestricted Common Stock of Southern.
Initially, annual retainer fees for directors of the System Companies are as
follows:
Dollar
Amount of
Annual Required Stock
Company Retainer Distribution
Alabama $20,000 $3,000
Georgia $23,000 $3,000
Gulf $12,000 $2,000
Mississippi $12,000 $2,000
Savannah $12,000 $2,000
Outside directors shall have a one-time opportunity, pursuant to the
Plan, to elect the remaining portion of his or her compensation in excess of the
dollar amount of required stock distribution 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.
Notwithstanding the foregoing, if, when and as permitted by the Commission, the
Committee may allow a Participant to elect to change the amount of their
retainer fee paid in Stock; provided that such election shall not affect the
dollar amount of such Participant's required Stock distribution.
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,
October 1, and January 1 of each year. Notwithstanding the foregoing, for
purposes of the 1995 calendar year, no stock distributions shall be made prior
to July 1, 1995; provided, however, that for participants who are directors of
Alabama and Georgia the stock distribution to be made on July 1, 1995 shall
include both the April 1, 1995 and July 1, 1995 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 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 one day prior to the date of distribution,
with subsequent distributions based on such quarterly quotient divided by the
market value of the Common Stock on the date one day prior to the date of such
subsequent distributions. For purposes of valuing such Common Stock, the term
"market value" shall mean (i) with respect to Common Stock that is issued by
Southern, 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) or (ii) with respect to Common Stock that is purchased on the
open market, the actual purchase price paid for such stock on the date of
purchase.
The Plan currently complies with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, and 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, upon
execution of a duly authorized written document; 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 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.
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.
Pursuant to prior authorization, shares delivered to a director in
accordance with the Plan may also be acquired on the open market."
<PAGE>
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: August 1, 1995 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
