File No. 70-8595
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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 6. Exhibits and Financial Statements
(a) Exhibits
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.
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: March 31, 1995 THE SOUTHERN COMPANY
By: __/s/Tommy Chisholm_______
Tommy Chisholm
Secretary
Exhibit G-1
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS -- May 24, 1995
Dear Stockholder:
The Annual Meeting of Stockholders of THE SOUTHERN COMPANY will be held at
the Savannah Civic Center, 221 West Oglethorpe Avenue, Savannah, Georgia on
Wednesday, May 24, 1995, at 10:00 a.m. (EDT), for the following purposes:
(1) Electing 14 members of the board of directors;
(2) Ratifying the appointment of Arthur Andersen LLP as independent auditors
for 1995;
(3) Approving the Outside Directors Stock Plan for Subsidiaries of The
Southern Company;
(4) Approving amendments to The Southern Company Productivity Improvement
Plan for Executive Officers;
(5) Approving amendments to The Southern Company Executive Stock Plan;
(6) Considering and voting upon a stockholder proposal, if presented at the
meeting, as described in Item 6 in the attached proxy statement; and
(7) 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 27, 1995,
are entitled to vote at the meeting.
By Order of the Board of Directors,
Tommy Chisholm
Secretary
Atlanta, Georgia
April 10, 1995
Exhibit G-2
3. PROPOSAL TO APPROVE THE OUTSIDE DIRECTORS STOCK PLAN FOR SUBSIDIARIES
OF THE COMPANY
The board of directors has adopted to be effective January 1, 1995,
subject to stockholder approval, the Outside Directors Stock Plan for
Subsidiaries of the Company (the "Plan"). The purpose of the Plan is to provide
a mechanism for nonemployee directors of the Company's subsidiaries to
automatically increase their ownership of Company common stock and thereby
further align their interests with those of the stockholders. Currently, the
outside directors of the following five subsidiaries are eligible to participate
in the Plan: Alabama Power Company, Georgia Power Company, Gulf Power Company,
Mississippi Power Company, and Savannah Electric and Power Company. Presently,
there are approximately 50 participants in the Plan.
The Plan will be administered by the Company's compensation committee.
The Plan provides for the payment to nonemployee directors of a portion
(currently $2,000 or $3,000) of their annual retainer fee (currently ranging
from $15,000 to $23,000) in unrestricted shares of Company common stock, par
value $5 per share. Additionally, the Plan will permit participants to elect to
receive a greater portion -- up to all -- of their annual retainer fee in shares
of Company common stock. The shares will be issued quarterly.
The board of directors may amend or terminate the Plan at any time,
subject to stockholder approval when required by law or regulation.
The following table sets forth estimated amounts to be paid under the Plan
in 1995:
Outside Directors Stock Plan
Name and Position Dollar Value ($)
E. L. Addison, Retired Chairman and 0
CEO, The Southern Company
A. W. Dahlberg, Chairman, President, 0
and CEO, The 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 13,500
Non-executive officer employees 0
The vote needed to approve the Outside Directors Stock Plan for
Subsidiaries of the Company is a majority of the shares of the Company's stock
represented at the meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NO. 3.
Exhibit G-3
C
O
THE SOUTHERN COMPANY
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS N
For Annual Meeting of Stockholders May 24, 1995
T
P I
The undersigned hereby appoints A. W. DAHLBERG and W. L. WESTBROOK,
R or either of them, proxies with full power of substitution in each, N
to vote all shares the undersigned is entitled to vote at the Annual
O Meeting of Stockholders of THE SOUTHERN COMPANY, to be held at the U
Savannah Civic Center, 221 West Oglethorpe Avenue, Savannah, Georgia,
X at 10:00 a.m. (EDT), and any adjournments thereof, on all matters E
legally coming before the meeting including, without limitation,
Y the proposals listed on the reverse side hereof. D
O
Please mark, date, and sign exactly as
name appears and return this proxy N
card promptly in the enclosed envelope
to The Southern Company, Stockholder
Services, P. O. Box 105700, Atlanta, O
Georgia 30352-9870.
T
H
Date , 1995 E
R
Signature(s)
S
Check box if you are attending the
Annual Meeting in person I
D
E
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UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 - 5 and
"AGAINST" ITEM 6.
P S
(1) Election of Directors
R FOR all nominees listed below ____ E
O J. C. Adams, A. D. Correll, A. W. Dahlberg, E
P. J. DeNicola, J. Edwards, H. A. Franklin,
X B. S. Gordon, L. G. Hardman, III, E. B. Harris,
W. A. Parker, Jr., W. J. Rushton, III, G. M. Shatto,
Y G. J. St. Pe', H. Stockham O
T
H
(Instruction: To withhold authority to vote for
any individual nominee, write that nominee's name E
on the space provided below.)
R
S
WITHHOLD vote for all nominees
I
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 2 - 5.
D
(2) Appointment of Auditors
E
FOR AGAINST ABSTAIN
(3) Approval of Outside Directors Stock Plan
FOR AGAINST ABSTAIN
(4) Approval of amendments to the Productivity Improvement Plan for
Executive Officers
FOR AGAINST ABSTAIN
(5) Approval of amendments to The Southern Company Executive Stock
Plan
FOR AGAINST ABSTAIN
THE DIRECTORS RECOMMEND A VOTE "AGAINST" Item 6.
(6) Stockholder Proposal on Disclosure of Certain Consulting Firms
FOR AGAINST ABSTAIN
