As filed with the Securities and Exchange Commission on January 10,
1995
Registration No. 33-51433
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 or 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 registrant's principal executive offices)
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 D. McLANAHAN, ESQ.
Financial Vice President TROUTMAN SANDERS
THE SOUTHERN COMPANY 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 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
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___
______________________________
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement
on Form S-3 (Registration No. 33-51433), covering shares of common
stock, par value $5 per share ("Shares"), of The Southern Company (the
"Company"), is filed in accordance with Rule 416(b) under the
Securities Act of 1933, as amended, to reflect an increase in the
number of Shares registered. Pursuant to said Rule 416(b), the
Registration Statement is deemed to cover an additional 7,200,000
Shares (for an aggregate of 14,400,000 Shares remaining unsold) as the
result of a two-for-one stock split effected in the form of a stock
distribution by the Company on February 28, 1994 with respect to Shares
held of record at the close of business on February 7, 1994. This
Amendment, which also generally updates the information contained in
the prospectus included in the Registration Statement, is filed prior
to the offering of such additional Shares.
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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: JANUARY 10, 1995
PROSPECTUS
THE SOUTHERN COMPANY
Common Stock
(Par Value $5 Per Share)
_______________________________________________
The Southern Company ("SOUTHERN") may sell up to 14,400,000 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 January __, 1995, the last sale price of SOUTHERN's common stock, as
reported by The Wall Street Journal, was $__.
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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 January __, 1995.
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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.
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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"), Southern Nuclear Operating
Company, Inc. ("Southern Nuclear") and Southern Communications
Services, Inc. ("Southern Communications"). 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. Southern
Communications, organized in late 1994, will oversee the
installation of a wireless digital communications system that
will operate as a specialized mobile radio service provider to
serve the needs of the operating affiliates and regional non-
affiliates.
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.
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DIVIDENDS AND PRICE RANGE
The table below sets forth, for the periods indicated, the
high and low sales prices of SOUTHERN's common stock as reported
by The Wall Street Journal as NYSE-Composite Transactions. The
price range and dividend information included herein reflects the
two-for-one stock split effected in the form of a stock
distribution by SOUTHERN in February 1994.
Year High Low By Quarters High Low
1990 14 5/8 11 1/2 1993
First Quarter 21 3/8 18 3/8
1991 17 3/8 12 7/8 Second Quarter 22 1/2 19 3/8
Third Quarter 23 20 1/2
1992 19 1/2 15 1/8 Fourth Quarter 23 5/8 20 3/4
1993 23 5/8 18 3/8 1994
First Quarter 22 18 1/2
1994 22 17 Second Quarter 20 1/2 17 3/4
Third Quarter 20 17
Fourth Quarter 21 18 1/4
1995
First Quarter
(through
January__)
The last sale price of the common stock on January __, 1995,
as reported by The Wall Street Journal, was $___ per share. The
consolidated book value per share of SOUTHERN's common stock at
September 30, 1994 was $12.45.
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
1990-1994. Future dividends will depend on future earnings, the
financial condition of SOUTHERN and the operating affiliates and
other factors.
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Period Common Dividends Period Common Dividends
Per Share Per Share
1990 $1.07 1993 (first quarter) $.285
(second quarter) .285
1991 1.07 (third quarter) .285
(fourth quarter) .285
1992 1.10
1994 (first quarter) .295
1993 1.14 (second quarter) .295
(third quarter) .295
1994 1.18 (fourth quarter) .295
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 December 31, 1994, there were 656,528,126 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, 1994,
$1,589,203,000 of consolidated retained earnings, of a total of
$3,207,850,000 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
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retained earnings computed on the cost method of accounting
($337,848,000 at September 30, 1994). The equity in
undistributed earnings of subsidiary companies, except for the
$1,589,203,000 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 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 LLP, 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, 1993,
incorporated by reference in this Prospectus, have been audited
by Arthur Andersen LLP, 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 include explanatory
paragraphs which refer to an uncertainty with respect to the
actions of the regulators regarding the recoverability of
GEORGIA's investment in the Rocky Mountain pumped storage
hydroelectric project and changes in SOUTHERN's methods of
accounting for postretirement benefits other than pensions and
for income taxes.
Statements as to matters of law and legal conclusions in
SOUTHERN's Annual Report on Form 10-K for the year ended December
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31, 1993, 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 20,633 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 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
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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.; 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 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.
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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, 1993.
2. Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994.
3. Current Report on Form 8-K dated February 16, 1994.
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.
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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 relating
to registration statement $146,552 $ ----
*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, prospectus, etc. 10,000 10,000
Fee of counsel for SOUTHERN, Troutman
Sanders 22,000 16,000
Fee of accountants, Arthur Andersen LLP 40,000 40,000
Services of Southern Company Services, Inc. 20,000 20,000
Miscellaneous, including telephone charges
and traveling 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
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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 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:
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"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 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
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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 October
21, 1991 and presently in effect. (Designated in
Form U-1, File No. 70-8181, as Exhibit A-2.)
5 Opinion of Troutman Sanders, counsel for SOUTHERN
(previously filed).
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 LLP (previously filed).
24 Powers of Attorney and resolution. (Designated in
Registration No. 33-23153 as Exhibit 24(a).)
___________________
*To be subsequently filed or incorporated by reference.
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.
II-4
<PAGE>
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;
(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:
II-5
<PAGE>
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-6
<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 amendment to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of
Georgia, on the 10th day of January, 1995.
THE SOUTHERN COMPANY
By: Edward L. Addison, Chairman of the Board
By: s/Wayne Boston
(Wayne Boston, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the 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 Chairman
of the Board
(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
Elmer B. Harris )
Earl D. McLean, Jr. )
William A. Parker, Jr. )
William J. Rushton, III )
Gloria M. Shatto )
Herbert Stockham )
By: s/Wayne Boston January 10, 1995
(Wayne Boston, Attorney-in-Fact)
II-7
<PAGE>
Exhibit Index
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 October
21, 1991 and presently in effect. (Designated in
Form U-1, File No. 70-8181, as Exhibit A-2.)
5 Opinion of Troutman Sanders, counsel for SOUTHERN
(previously filed).
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 LLP (previously filed).
24 Powers of Attorney and resolution. (Designated in
Registration No. 33-23153 as Exhibit 24(a).)
___________________
*To be subsequently filed or incorporated by reference.
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.
<PAGE>
EXHIBIT 23(b)
BALCH & BINGHAM
P.O. BOX 306
BIRMINGHAM, ALABAMA 35201
(205) 251-8100
January 10, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
File No. 33-51433
Ladies and Gentlemen:
We are familiar with the above-captioned post-effective
amendment and the related prospectus proposed to be filed by you
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and have represented Alabama Power
Company (the "Company") and Southern Electric Generating Company
in connection therewith. In response to your request for our
opinion, we advise you that we have reviewed the statements under
the captions in the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, incorporated therein by reference
pursuant to Item 12 of Form S-3, as are indicated under the
caption "Legal Opinions and Experts" in such prospectus as to
matters of law and legal conclusions, and in our opinion such
statements are correct.
We hereby consent to the filing of this opinion as an
exhibit to the above registration statement and to the statements
made in regard to our firm under the caption "Legal Opinions and
Experts" in such prospectus.
Very truly yours,
/s/Balch & Bingham
BALCH & BINGHAM<PAGE>
EXHIBIT 23(c)
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
January 10, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
File No. 33-51433
Ladies and Gentlemen:
We are familiar with the above-captioned post-effective
amendment and the related prospectus proposed to be filed by you
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and have represented Georgia Power
Company (the "Company") in connection therewith. In response to
your request for our opinion, we advise you that we have reviewed
the statements under the captions in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993, incorporated
therein by reference pursuant to Item 12 of Form S-3, as are
indicated under the caption "Legal Opinions and Experts" in such
prospectus as to matters of law and legal conclusions, and in our
opinion such statements are correct.
We hereby consent to the filing of this opinion as an
exhibit to the above registration statement and to the statements
made in regard to our firm under the caption "Legal Opinions and
Experts" in such prospectus.
Very truly yours,
/s/Troutman Sanders
TROUTMAN SANDERS<PAGE>
EXHIBIT 23(d)
BEGGS & LANE
P.O. BOX 12950
PENSACOLA, FLORIDA 32576-2950
(904) 432-2451
January 10, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
File No. 33-51433
Ladies and Gentlemen:
We are familiar with the above-captioned post-effective
amendment and the related prospectus proposed to be filed by you
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and have represented Gulf Power Company
(the "Company") in connection therewith. In response to your
request for our opinion, we advise you that we have reviewed the
statements under the captions in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, incorporated
therein by reference pursuant to Item 12 of Form S-3, as are
indicated under the caption "Legal Opinions and Experts" in such
prospectus as to matters of law and legal conclusions, and in our
opinion such statements are correct.
We hereby consent to the filing of this opinion as an
exhibit to the above registration statement and to the statements
made in regard to our firm under the caption "Legal Opinions and
Experts" in such prospectus.
Very truly yours,
/s/Beggs & Lane
BEGGS & LANE<PAGE>
EXHIBIT 23(e)
EATON AND COTTRELL, P.A.
1310 TWENTY FIFTH AVENUE
GULFPORT, MISSISSIPPI 39501-7748
(601) 864-9900
January 10, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
File No. 33-51433
Ladies and Gentlemen:
We are familiar with the above-captioned post-effective
amendment and the related prospectus proposed to be filed by you
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and have represented Mississippi Power
Company (the "Company") in connection therewith. In response to
your request for our opinion, we advise you that we have reviewed
the statements under the captions in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993, incorporated
therein by reference pursuant to Item 12 of Form S-3, as are
indicated under the caption "Legal Opinions and Experts" in such
prospectus as to matters of law and legal conclusions, and in our
opinion such statements are correct.
We hereby consent to the filing of this opinion as an
exhibit to the above registration statement and to the statements
made in regard to our firm under the caption "Legal Opinions and
Experts" in such prospectus.
Very truly yours,
/s/Eaton and Cottrell, P.A.
EATON AND COTTRELL, P.A.<PAGE>
EXHIBIT 23(f)
BOUHAN, WILLIAMS & LEVY
P.O. BOX 2139
SAVANNAH, GEORGIA 31498-1001
(912) 236-2491
January 10, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
File No. 33-51433
Ladies and Gentlemen:
We are familiar with the above-captioned post-effective
amendment and the related prospectus proposed to be filed by you
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and have represented Savannah Electric
and Power Company (the "Company") in connection therewith. In
response to your request for our opinion, we advise you that we
have reviewed the statements under the captions in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated therein by reference pursuant to Item 12 of Form S-
3, as are indicated under the caption "Legal Opinions and
Experts" in such prospectus as to matters of law and legal
conclusions, and in our opinion such statements are correct.
We hereby consent to the filing of this opinion as an
exhibit to the above registration statement and to the statements
made in regard to our firm under the caption "Legal Opinions and
Experts" in such prospectus.
Very truly yours,
/s/Bouhan, Williams & Levy
BOUHAN, WILLIAMS & LEVY<PAGE>
