As filed with the Securities and Exchange Commission on March 3,1995.
Subject to Amendment.
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
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. X
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. ______
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Amount maximum maximum Amount of
of securities to be offering price aggregate registration
to be registered registered per unit* offering price* fee
Common Stock, par
value $5 per
share . . . 60,000,000shs $20.0625 $1,203,750,000 $415,087
*These figures are based on the average of the high low
prices on March 2, 1995, as reported by The Wall Street Journal
in its report of NYSE-Composite Transactions, and are used solely
for the purpose of calculating the registration fee pursuant to
Rule 457(c).
The within Prospectus contains the information required by
Rule 429 of the Commission under the Securities Act of 1933 with
respect to shares of common stock of the registrant covered by
Registration Statement No. 33-23153.
=================================================================
<PAGE>
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: MARCH 3, 1995
PROSPECTUS
THE SOUTHERN COMPANY
Dividend Reinvestment and Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan of The
Southern Company (SOUTHERN) provides holders of shares of its
common stock with a convenient method of purchasing additional
shares without payment of any brokerage commission or service
charge.
Participants in the Plan may:
- have cash dividends on all of their shares automatically
reinvested and have the option of investing additional
amounts by making cash payments, or
- have cash dividends on less than all of their shares
automatically reinvested and continue to receive cash
dividends on their remaining shares and have the option
of investing additional amounts by making cash payments,
or
- invest by making optional cash payments only of not less
than $25 per payment nor more than $6,000 per quarter.
Shares of common stock purchased on behalf of Participants
will be - at SOUTHERN's discretion - previously issued shares
purchased on the open market, newly issued shares purchased
directly from SOUTHERN, or a combination thereof. The price to
Participants will be the weighted average price paid for the
shares.
Optional cash payments will be invested quarterly,
concurrently with the investment of cash dividends.
A complete statement of the Plan is set forth herein under
the caption "Dividend Reinvestment and Stock Purchase Plan."
____________________
This Prospectus relates to shares of common stock of SOUTHERN
registered for purchase under the Plan. It is suggested that
this Prospectus be retained for future reference.
____________________
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 March 3, 1995
<PAGE>
This Prospectus is prepared and distributed by SOUTHERN, the
issuer of the securities offered hereby, and is part of a
Registration Statement covering approximately 64,386,092 shares
of SOUTHERN's common stock, $5 par value, registered for purchase
under the Dividend Reinvestment and Stock Purchase Plan of
SOUTHERN. The principal executive offices of SOUTHERN are
located at 64 Perimeter Center East, Atlanta, Georgia 30346, and
the telephone number is (404) 393-0650.
___________________
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 in connection
with the offering made hereby and, if given or made, such
information or representations must not be relied upon as having
been so authorized. This Prospectus does not constitute an offer
of any securities other than the registered securities to which
it relates, 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 nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein
is correct as of any time subsequent to the date of this
Prospectus.
___________________
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
<PAGE>
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The provisions of the Dividend Reinvestment and Stock
Purchase Plan (the Plan) as restated to reflect all amendments
thereto are as follows:
PURPOSE
The Plan provides eligible holders of common stock of The
Southern Company (SOUTHERN) who elect to participate
(Participants) with a convenient method of investing cash
dividends and cash payments in additional shares of SOUTHERN's
common stock without payment of any brokerage commission or
service charge (see "Cost"). To the extent that such additional
shares of stock are purchased from SOUTHERN, SOUTHERN will
receive additional funds needed for the Southern Company system's
continuing construction program and for general corporate
purposes.
INVESTMENT OPTIONS
1. Participants may have cash dividends on all shares
of SOUTHERN's common stock registered in their names
automatically reinvested in additional shares of SOUTHERN's
common stock.
2. Participants may have dividends on less than all of
the shares registered in their names automatically
reinvested and continue to receive the remainder of their
cash dividends.
3. Participants may make optional cash payments (not
less than $25 per payment nor more than $6,000 per quarter)
for investment in additional shares of common stock, whether
or not dividends are being reinvested (see "Optional Cash
Payments"). Optional cash payments will be invested
quarterly, concurrently with the investment of cash
dividends.
See "Purchases" for an explanation of how the price of
shares will be determined. Also see "Federal Tax Consequences"
for tax information.
ADVANTAGES
- No commission or service charge is paid by a Participant
in connection with purchases under the Plan (see
"Cost").
- Both full and fractional shares are credited to a
Participant's account.
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<PAGE>
- Dividends on full and fractional shares retained in the
Plan account are automatically reinvested.
- Statements are sent to each Participant at least
quarterly, providing simplified record-keeping.
ADMINISTRATION
Southern Company Services, Inc., the Southern Company system
service company (Southern Company Services), is the agent for the
Plan and administers the Plan, keeps records, sends statements of
accounts to Participants at least quarterly, and performs other
duties relating to the Plan. Shares of stock purchased under the
Plan will be registered in the name of Southern Company Services
(or its nominee), as agent for Participants.
Southern Company Services will designate a registered
broker-dealer to act as an independent agent (Independent Agent)
for the purpose of purchasing shares for Participants on the open
market.
Correspondence with Southern Company Services should be
addressed to Southern Company Services, Inc., Stockholder
Services, P.O. Box 88300, Atlanta, Georgia 30356. Correspondence
should include the Participant's account number if one has been
assigned, and a telephone number at which the Participant may be
reached during business hours. Telephone inquiries may be made
at (800) 554-7626 or (404) 668-2774.
ELIGIBILITY
Persons, including brokers, trustees or other nominees, in
whose names certificates are registered are eligible to
participate in the Plan. Additionally, employees of companies in
the Southern Company system who are beneficial owners of
SOUTHERN's common stock through participation in the Employee
Stock Ownership Plan or the Employee Savings Plan may participate
in the Plan.
Beneficial owners of shares of SOUTHERN's common stock whose
shares are registered in names other than their own (such as a
broker or nominee) must become holders of record by having shares
transferred into their names, or they may request their holders
of record to participate on their behalf in order to participate
in the Plan.
ENROLLMENT
An eligible shareholder may become a Participant in the Plan
at any time by checking the investment option box of choice on an
Enrollment Card, signing it and returning it to Southern Company
Services. An Enrollment Card may be obtained at any time by
4
<PAGE>
written request to Southern Company Services, Inc., Stockholder
Services, P.O. Box 88300, Atlanta, Georgia 30356 or by calling
Stockholder Services at (800) 554-7626 or (404) 668-2774.
The Enrollment Card provides for the purchase of SOUTHERN's
common stock as set forth under "Investment Options."
Regardless of the investment option chosen, all cash
dividends on shares purchased through the Plan and retained in
the Participant's Plan account are automatically reinvested in
additional shares of SOUTHERN's common stock.
The Enrollment Card must be received by Southern Company
Services on or before the record date for a dividend for that
dividend to be reinvested. The record date is normally the first
Monday of the calendar month preceding the month of the dividend
payment. Dividend payment dates are ordinarily the sixth day of
March, June, September and December. For example, to have
reinvested the March 6, 1995, dividend, the Enrollment Card must
have been received by Southern Company Services on or before
February 6, 1995. If the Enrollment Card was received by
Southern Company Services after that date, reinvestment of
dividends would begin with respect to the dividend payment of the
next quarter.
Optional cash payments received by Southern Company Services
on or before a dividend payment date will be invested with
respect to that dividend payment date (see "Optional Cash
Payments").
CHANGING INVESTMENT OPTION
A Participant may change his or her investment option at any
time by notifying Southern Company Services in writing. A change
in investment option will be effective for the dividend payment
date which follows the record date on or before which the
notification is received by Southern Company Services.
Those Participants reinvesting dividends on less than all of
their shares may change the number of shares on which dividends
are reinvested by notifying Southern Company Services in writing.
Notice must be received by Southern Company Services no later
than five business days before a record date for such a change to
be effective for the related dividend payment date.
COST
Participants will incur no brokerage fees for purchases
under the Plan. All costs of administration of the Plan are to
be paid by SOUTHERN. However, Participants requesting Southern
Company Services to sell their shares upon withdrawal from the
Plan will pay a brokerage commission and any transfer tax (see
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<PAGE>
"Withdrawal From Plan"). (A broker, trustee, or other nominee
participating in the Plan on behalf of the shareholder whose
shares are registered in the name of such broker, trustee, or
other nominee may charge such shareholder for participating on
such shareholder's behalf. A broker, trustee, or other nominee
also may impose terms and conditions which differ from those set
forth in the Plan in connection with participation on behalf of a
shareholder whose shares are registered in the name of such
broker, trustee, or other nominee.)
PURCHASES
Shares of common stock purchased on behalf of Participants
will be, at SOUTHERN's discretion, previously issued shares
purchased on the open market, newly issued shares purchased
directly from SOUTHERN, or a combination thereof.
SOUTHERN will direct Southern Company Services with respect
to each dividend payment date as to the extent to which shares
are to be purchased on the open market or directly from SOUTHERN.
If shares are purchased on the open market, the Independent
Agent may, at its sole discretion, begin purchasing shares no
earlier than 25 business days prior to the dividend payment date
and complete purchasing shares no later than 25 calendar days
after the dividend payment date (except where beginning at an
earlier date or completion at a later date is necessary or
advisable under applicable federal regulatory and securities
laws).
The price of shares purchased will depend upon whether, with
respect to a particular dividend payment date, shares are
purchased solely on the open market, solely from SOUTHERN, or in
some combination thereof.
The price of shares purchased solely on the open market will
be equal to the weighted average price, excluding brokers'
commissions, paid by the Independent Agent to acquire the
shares - the Open Market Price.
If no shares are purchased on the open market, the price of
shares purchased directly from SOUTHERN will be equal to the
average of the high and low sale prices for SOUTHERN's common
stock, as published in The Wall Street Journal in its report of
NYSE-Composite Transactions, on the dividend payment date (or the
average of the high and low sale prices on the trading days
immediately preceding and following the dividend payment date, if
the common stock is not traded on the New York Stock Exchange on
the dividend payment date) - the Direct Purchase Price. If
publication by The Wall Street Journal of reports of share
transactions does not take place or contains a reporting error,
the Direct Purchase Price shall be determined by SOUTHERN on the
6
<PAGE>
basis of such market quotations as SOUTHERN deems appropriate.
No shares will be purchased directly from SOUTHERN under the Plan
at less than the par value of such shares ($5.00).
In the event that, with respect to a particular dividend
payment date, shares are purchased directly from SOUTHERN and by
the Independent Agent on the open market, the price per share
will be equal to the weighted average of the Open Market Price
and the Direct Purchase Price.
The number of shares to be purchased is dependent upon the
amount of the Participant's dividends being reinvested, the
amount of optional cash payments, and the price of the shares.
Each Participant's account will be credited with that number of
shares, including fractional shares computed to at least three
decimal places, equal to the sum of (i) the total amount of
dividends to be reinvested divided by the applicable purchase
price and (ii) the total amount of any optional cash payments to
be invested divided by the applicable purchase price. No
provision is made for ordering the purchase of a specific number
of shares.
If all shares purchased for a dividend payment date are
purchased directly from SOUTHERN, the shares will be credited to
each Participant's account as of the dividend payment date. If
some or all shares purchased for a dividend payment date are
purchased on the open market, the shares, including any shares
purchased directly from SOUTHERN, will be credited to each
Participant's account on the later of the dividend payment date
or the date the Independent Agent notifies Southern Company
Services that the purchase of shares is complete. No interest
will be paid on dividends held for investment.
OPTIONAL CASH PAYMENTS
Optional cash payments will be invested quarterly,
concurrently with the investment of cash dividends. Optional
cash payments may be made at any time and in varying amounts of
not less than $25 per payment nor more than a total of $6,000 per
quarter. Any broker, trustee or other nominee participating in
the Plan on behalf of more than one shareholder whose
certificates are registered in the name of such broker, trustee
or other nominee may make optional cash payments of not less than
$25 per payment nor more than $6,000 per quarter for each such
shareholder on whose behalf it is participating. A shareholder
may make an optional cash payment when enrolling in the Plan by
enclosing a check (made payable to The Southern Company) with the
Enrollment Card. Thereafter, optional cash payments may be made
through the use of optional cash payment forms sent to
Participants by Southern Company Services.
Optional cash payments received from a Participant on or
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<PAGE>
prior to a dividend payment date will be invested with respect to
the dividend payment date. Optional cash payments received by
Southern Company Services after a dividend payment date will be
invested with respect to the next dividend payment date. No
interest will be paid on optional cash payments held for
investment. Therefore, it is suggested that any optional cash
payments a Participant wishes to make be sent so as to reach
Southern Company Services shortly before a dividend payment date.
A shareholder may participate through the investment of
optional cash payments without the necessity of reinvesting cash
dividends by checking the "Optional Cash Payments Only" box on
the Enrollment Card. However, if the "Optional Cash Payments
Only" box is checked, all dividends payable on shares purchased
with optional cash payments and retained in the Participant's
Plan account will be reinvested automatically in additional
shares of common stock.
See "Purchases" for an explanation of how the price of
shares will be determined.
EMPLOYEE PARTICIPATION
Employees of a company in the Southern Company system who
are beneficial owners of SOUTHERN's common stock through
participation in the Employee Stock Ownership Plan or the
Employee Savings Plan may participate in the Plan by making
optional cash payments. Employee Enrollment Cards may be
obtained by writing to Southern Company Services, Inc.,
Stockholder Services, P.O. Box 88300, Atlanta, Georgia 30356 or
by calling extension 2774 at Southern Company Services, Inc.,
Atlanta, Georgia.
An eligible employee may enroll in the Plan by completing an
Employee Enrollment Card and forwarding it along with the first
cash payment to Southern Company Services, Inc., Stockholder
Services, P.O. Box 88300, Atlanta, Georgia 30356.
Additional optional cash payments may be made through the
use of optional cash payment forms sent to Participants by
Southern Company Services.
REPORTS TO PARTICIPANTS
Each Participant in the Plan will be mailed a quarterly
statement as soon as practical after the dividend payment date
(see "Purchases" for the period of time during which shares may
be purchased). The quarterly statements are a Participant's
continuing record of the cost of purchases and should be retained
for income tax purposes. In addition, each Participant will
receive copies of the same communications sent to all other
holders of shares of common stock, including tax information for
8
<PAGE>
reporting dividends paid.
ISSUANCE OF CERTIFICATES
Certificates for shares of common stock purchased under the
Plan will not be issued to Participants unless requested. The
number of shares credited to an account under the Plan will be
shown on the Participant's quarterly statement. This convenience
protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to an
account under the Plan will be issued upon the written request of
a Participant. This request should be mailed to Southern Company
Services. Any remaining full shares and fractional share will
continue to be credited to the Participant's account.
Certificates for fractional shares will not be issued under any
circumstances.
Accounts under the Plan are in the names in which
certificates of the Participants were registered at the time they
became Participants or, in the case of employee Participants, in
the names in which their accounts in the Employee Stock Ownership
Plan and/or the Employee Savings Plan were maintained at the time
they became Participants. Certificates for whole shares will be
similarly registered when issued.
A Participant may direct that shares credited to his or her
Plan account be transferred directly to another owner or the Plan
account of another Participant. Requests for any transfers of
Plan shares must be made in writing to Southern Company Services
and must bear the signature of the Participant guaranteed by a
commercial bank or a brokerage firm which is a member of the New
York Stock Exchange.
Those institutions required by law to maintain physical
possession of certificates may request a special arrangement with
Southern Company Services regarding the issuance of common stock
purchased under the Plan.
Shares credited to the account of a Participant under the
Plan may not be pledged. A Participant who wishes to pledge such
shares must request that certificates for such shares be issued
in his or her name.
Participants may transfer certificates for some or all of
their record shares into a Plan account for safekeeping.
DISCONTINUATION OF DIVIDEND REINVESTMENT
A Participant may discontinue reinvesting dividends on
shares registered in his or her name by notifying Southern
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Company Services in writing. Notices received by Southern
Company Services on or before a dividend record date will be
effective to discontinue dividend reinvestment for the related
dividend payment date. Dividends on shares held in the
Participant's Plan account will continue to be reinvested until
those shares are withdrawn from the Plan.
WITHDRAWAL FROM PLAN
A Participant may withdraw from the Plan at any time by
making written notification to Southern Company Services.
When a Participant withdraws from the Plan or upon
termination of the Plan by SOUTHERN, certificates for whole
shares held in the Participant's account will be issued, and a
cash payment for any remaining fractional share will be mailed
directly to the Participant. The cash payment representing any
fractional share will be the sale price thereof, less any related
brokerage commission and transfer tax.
Upon withdrawal from the Plan, a Participant may request in
writing that all shares, both whole and fractional, credited to
his or her account in the Plan be sold. If the Participant
requests such a sale, the sale will be made by Southern Company
Services within five trading days after receipt of the written
request, except that no sales will be made on a dividend record
date or during the period of four business days immediately
preceding a dividend record date. The proceeds of the sale, less
any brokerage commission expenses and any transfer tax, will be
forwarded to the Participant within five business days after the
sale.
TRANSFER OF RECORD SHARES
If a Participant disposes of all shares of common stock
registered in his or her name, Southern Company Services will
continue to reinvest all dividends on the shares accumulated in
the Participant's Plan account unless the Participant notifies
Southern Company Services in writing that he or she wishes to
withdraw the shares from his or her Plan account.
If a Participant who is reinvesting dividends on less than
all of the shares of common stock registered in his or her name
disposes of a portion of the shares, Southern Company Services
will reinvest dividends on the same number of shares as it did
before the Participant's disposition of shares, unless the number
of shares remaining registered in the Participant's name is less
than the number of shares on which Southern Company Services is
authorized to reinvest the dividends. Then Southern Company
Services will reinvest the dividends on all of the Participant's
remaining shares. For example, if a Participant authorized
Southern Company Services to reinvest dividends on 50 of the 100
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shares registered in that Participant's name, and the Participant
then disposed of 25 shares, Southern Company Services would
continue to reinvest dividends on 50 of the remaining 75 shares;
or if such Participant disposes of 75 of such 100 shares,
Southern Company Services would continue to reinvest dividends on
all of the remaining 25 shares.
FEDERAL TAX CONSEQUENCES
The Federal income tax consequences that might occur as a
result of participation in the Plan are not well established.
Therefore, Participants are advised to consult their tax advisors
with respect to tax implications that may be applicable to their
specific situations. In SOUTHERN's opinion, based upon its
interpretation of rulings and other factors with respect to
similar plans and circumstances, the following tax implications
will occur as a result of participation in the Plan:
1. Under Internal Revenue Service rulings in connection
with similar plans, dividends reinvested in additional
shares of common stock purchased directly from SOUTHERN or
by the Independent Agent on the open market will be treated
for Federal income tax purposes as having been received in
the form of a cash distribution. The amount of the
distribution may be increased by the amount of any brokerage
commissions paid by SOUTHERN. To the extent SOUTHERN has
earnings and profits for Federal income tax purposes, the
distribution will be treated as a taxable dividend. The
amount of the distribution would not be increased as a
result of SOUTHERN's payment of administrative fees or other
expenses of the Plan. However, should it be determined by
the Internal Revenue Service that SOUTHERN's payment of such
administrative expenses increases the amount of the
distribution, the amount includable in income would be
deductible as an expense incurred for the production of
income by corporations and individuals who itemize
deductions (subject to the two percent of adjusted gross
income limitation under the Tax Reform Act of 1986).
Participants who do not itemize may be liable for additional
taxes including interest on any amount due to the
government.
2. The taxable amount and tax basis of shares acquired
through Plan participation will depend on whether shares are
purchased on the open market, solely by direct purchase from
SOUTHERN, or in some combination thereof. In the event that
shares are purchased by the Independent Agent solely on the
open market by reinvestment of dividends, the taxable amount
and the tax basis of the shares acquired normally will be
equal to the amount of the cash dividend plus the allocable
share of brokerage commissions paid by SOUTHERN. If shares
are purchased solely from SOUTHERN with reinvested
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dividends, the taxable amount and the tax basis of the
shares normally will be the fair market value of the shares
on the dividend payment date (which in all cases will be
equal to the amount of the dividend). The tax treatment of
a stock purchase with reinvested dividends effected through
a combination of open market purchases by the Independent
Agent and direct purchases from SOUTHERN is not clear.
SOUTHERN's position with respect to such combination
purchases is that the taxable amount and the tax basis of
the shares normally will be equal to the weighted average
purchase price of all shares purchased (which in all cases
will be equal to the amount of the dividend), increased by
the allocable share of brokerage commissions paid by
SOUTHERN. The tax basis of shares purchased with an
optional cash payment will be the amount of such optional
cash payment, increased in the case of open market purchases
by the amount of brokerage commissions paid by SOUTHERN.
(See the following charts for a summary.)
TAXABLE AMOUNT RELATED TO SHARES
ACQUIRED THROUGH PLAN PARTICIPATION
Source of Shares Acquired
Solely Solely From SOUTHERN
on Open Market From SOUTHERN and on Open Market
Reinvested Amount of Amount of Amount of dividend
Dividends dividend plus dividend plus brokerage
brokerage commission
commission
Optional Brokerage None Brokerage
Cash Commission Commission
Payments
TAX BASIS OF SHARES
ACQUIRED THROUGH PLAN PARTICIPATION
Source of Shares Acquired
Solely Solely From SOUTHERN
on Open Market From SOUTHERN and on Open Market
Reinvested Amount of Amount of Amount of dividend
Dividends dividend plus dividend plus brokerage
brokerage commission
commission
Optional Amount of Amount of Amount of optional
Cash optional cash optional cash payment plus
Payments payment plus cash payment brokerage
brokerage commission
commission
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3. The holding period of shares acquired directly from
SOUTHERN and shares purchased by the Independent Agent on
the open market will begin the day after such shares are
credited to the Participant's account, which in no event
will be earlier than the dividend payment date.
4. A Participant will not realize any taxable income
when he or she receives certificates for whole shares
credited to his or her account under the Plan, either upon
his or her request for certificates for certain of those
shares or upon withdrawal from or termination of the Plan.
However, a Participant who receives, upon withdrawal from or
termination of the Plan, a cash adjustment for a fractional
share credited to his or her account may realize a gain or
loss (which, for most Participants, should be capital gain
or loss) in respect of such cash adjustment. Gain or loss
may also be realized by a Participant when whole shares are
sold either by Southern Company Services upon the
Participant's request when he or she withdraws from the Plan
or by the Participant after withdrawal from the Plan. The
amount of such gain or loss will be the difference between
the amount the Participant receives for his or her shares or
fractional share and his or her tax basis thereof.
5. In the case of foreign shareholders who elect to
have dividends reinvested and whose dividends are subject to
United States income tax withholding, Southern Company
Services will invest in shares of common stock an amount
equal to the dividends of such foreign Participants which
are to be reinvested, less an amount equal to the tax
required to be withheld. In the case of domestic
shareholders whose dividends are subject to the 31 percent
backup withholding tax, Southern Company Services will
invest in shares of common stock an amount equal to the
dividends less the amount of any tax required to be
withheld.
OTHER INFORMATION
Rights Offering
If SOUTHERN has a rights offering, warrants representing the
rights on all Plan shares registered in the name of Southern
Company Services (or its nominee) will be issued to Southern
Company Services. Southern Company Services will sell such
rights, credit each Participant's account in proportion to the
full and fractional shares held therein on the record date for
such rights, and treat the proceeds as an optional cash payment.
Any Participant who wishes to exercise stock purchase rights on
his or her Plan shares must request, prior to the record date for
any such rights, that Southern Company Services forward to him or
13
<PAGE>
her a certificate for full shares.
Warrants representing rights on shares held directly by
Participants will be mailed directly to them in the same manner
as to shareholders not participating in the Plan.
Stock Dividend or Stock Split
Any stock dividends or split shares distributed by SOUTHERN
on shares credited to the account of a Participant under the Plan
will be added to the Participant's account. Stock dividends or
split shares distributed on shares registered in the name of the
Participant will be mailed in the same manner as to shareholders
who are not participating in the Plan.
Voting of Shares
Whole and fractional shares which are credited to the
account of a Participant will be added to the shares registered
in his or her name, and a proxy for the combined total will be
furnished to the Participant.
If no instructions are received on a returned, properly
signed card, with respect to any item thereon, all of a
Participant's whole and fractional shares will be voted in
accordance with the recommendations of SOUTHERN's Board of
Directors. If the proxy is not returned or is returned unsigned,
none of the Participant's shares will be voted unless the
Participant votes in person or appoints another person as proxy
to vote his or her shares.
Responsibility of SOUTHERN and Southern Company Services
SOUTHERN and Southern Company Services, in administering the
Plan, will not be liable for any act done in good faith or for
any good faith omission to act, including, without limitation,
any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to
receipt of notice in writing of such death.
Southern Company Services reserves the right to discharge
the Independent Agent and to designate another registered broker-
dealer to act in such capacity.
Participants should recognize that neither SOUTHERN nor
Southern Company Services can assure them of a profit or protect
them against a loss on the shares purchased by them under the
Plan.
Modification or Termination of the Plan
SOUTHERN reserves the right to suspend, modify or terminate
14
<PAGE>
the Plan at any time. All Participants will receive notice of
any such suspension, material substantive modification or
termination. Southern Company Services reserves the right to
resign as agent for the Plan at any time upon reasonable notice
to SOUTHERN in writing.
USE OF PROCEEDS
SOUTHERN has no basis for estimating either the number of
shares of common stock that will ultimately be sold by SOUTHERN
pursuant to the Plan or the prices at which such shares will be
sold. However, SOUTHERN proposes to use the net proceeds from
the sale of such shares together with treasury funds to make
additional investments in the common equities of its subsidiaries
and for other corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by
SOUTHERN with the SEC, 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 Reports on Form 8-K dated January 26, 1994,
February 16, 1994, January 25, 1995 and February 15,
1995.
4. The description of SOUTHERN's common stock contained in
Registration No. 33-51433 filed under the Securities Act
of 1933.
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 hereunder shall be
deemed to be incorporated by reference in this Prospectus and to
be made a part hereof from their respective dates of filing.
SEC POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Delaware law gives a corporation power to indemnify its
directors and officers against certain liabilities in certain
circumstances. The By-Laws of SOUTHERN provide for
indemnification of the directors and officers against all
liabilities incurred for any act, omission, step or conduct taken
15
<PAGE>
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. The By-Laws of SOUTHERN further
provide for indemnification of the directors and officers to the
full extent permitted by applicable law. In addition, the Board
of Directors of SOUTHERN has adopted a resolution indemnifying
officers, employees and directors against expenses incurred in
connection with any action relating to this Prospectus or the
Registration Statement, where such action is finally adjudicated
in favor of the indemnified party. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling SOUTHERN
pursuant to the foregoing provisions, SOUTHERN has been informed
that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is therefore
unenforceable.
16
<PAGE>
The Southern Company
_______________________________ ______________________________
INDEX
Dividend Reinvestment and
Stock Purchase Plan
Page
Administration . . . .
Advantages . . . . . .
Changing Investment
Option . . . . . . . Dividend Reinvestment
Cost . . . . . . . . . and
Discontinuation . . . . Stock Purchase Plan
Eligibility . . . . . .
Employee Participation
Enrollment . . . . . .
Federal Tax
Consequences . . . .
Investment Options . .
Issuance of
Certificates . . . .
Modification or
Termination . . . . .
Optional Cash Payments ____________
Purchases . . . . . . .
Purpose . . . . . . . . PROSPECTUS
Reports to Participants ____________
Rights Offering . . . .
Responsibility of
SOUTHERN and Southern
Company Services . .
Stock Dividend . . . .
Stock Split . . . . . .
Transfer of Record
Shares . . . . . . .
Voting of Shares . . . March 3, 1995
Withdrawal from Plan .
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution, other
than brokerage commissions, to be borne by SOUTHERN are as
follows:
Filing fee of Securities and Exchange Commission
relating to registration statement . . . . . . $415,087
Charges of Plan Administrator . . . . . . . . . . 10,000
Listing on New York Stock Exchange . . . . . . . . 240,300
Cost of definitive stock certificates . . . . . . 20,000
Charges of transfer agent and registrar . . . . . 10,000
Printing and preparation of registration
statement, prospectus, etc. . . . . . . . . . . 50,000
Fee of counsel for SOUTHERN, Troutman Sanders . . 8,000
Fee of accountants, Arthur Andersen LLP . . . . . 5,000
Services of Southern Company Services, Inc. . . . 20,000
Miscellaneous . . . . . . . . . . . . . . . . . . 1,613
Total . . . . . . . . . . . . . . . . . . . . . . $780,000
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
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
II-1
<PAGE>
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:
"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,
II-2
<PAGE>
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
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.
II-3
<PAGE>
23 - Consent of Arthur Andersen LLP.
24 - Powers of Attorney and resolution.
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.
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
II-4
<PAGE>
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:
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.
II-5
<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 3rd day of March, 1995.
THE SOUTHERN COMPANY
By: A. W. Dahlberg
Chairman, President and Chief
Executive Officer
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
A. W. Dahlberg Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
W. L. Westbrook Financial Vice President
(Principal Financial
and Accounting Officer)
W. P. Copenhaver )
A. D. Correll )
Paul J. DeNicola )
Jack Edwards )
H. Allen Franklin )
Bruce S. Gordon )
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 March 3, 1995
(Wayne Boston, Attorney-in-Fact)
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<PAGE>
Exhibit 5
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
March 3, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the above-captioned registration statement
and related prospectus proposed to be filed by The Southern
Company ("Southern") with the Securities and Exchange Commission
under the Securities Act of 1933 for the registration of
additional shares of its common stock, par value $5 per share
(the "Stock"), to be offered pursuant to Southern's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). We have also
examined certified copies of Southern's Certificate of
Incorporation, as amended, and of its by-laws and are familiar
with all proceedings relating to the issuance and sale of the
Stock.
We are of the opinion that:
(a) Southern is a corporation duly organized and
existing under the laws of the State of Delaware, is
domesticated under the laws of the State of Georgia,
and is qualified to do business as a foreign
corporation under the laws of the State of Alabama.
(b) Upon compliance with the relevant provisions
of the Securities Act of 1933, upon issuance by the
Securities and Exchange Commission of an appropriate
order or orders under the Public Utility Holding
Company Act of 1935 and upon compliance with the
securities or blue sky laws of any jurisdiction
applicable thereto, Southern may legally issue and sell
the Stock in accordance with the Plan without obtaining
the consent or approval of any other governmental
authority.<PAGE>
The Southern Company
March 3, 1995
Page 2
(c) When the necessary consents or approvals as
referred to in paragraph (b) hereinabove have been
obtained, and when certificates for the Stock have been
executed by Southern, countersigned and registered by
the transfer agent and registrar and delivered for a
consideration in accordance with the provisions of the
Plan, the Stock will be valid and legally issued, fully
paid and nonassessable shares of Southern, and the
holders thereof will be entitled to the rights and
privileges appertaining thereto as set forth in
Southern's Certificate of Incorporation, as amended.
We hereby consent to the filing of this opinion as an
exhibit to the registration statement.
Very truly yours,
/s/Troutman Sanders<PAGE>
Exhibit 23
ARTHUR ANDERSEN LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-3, related to The Dividend Reinvestment and Stock Purchase Plan
of The Southern Company, our report dated February 15, 1995
included in The Southern Company's Form 8-K dated February 15,
1995 and our reports dated February 16, 1994 included in The
Southern Company's Form 10-K for the year ended December 31, 1994
and to all references to our Firm included in this registration
statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
March 1, 1995<PAGE>
Exhibit 24
January 16, 1995
A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm and Wayne Boston
Dear Sirs:
The Southern Company proposes to file or join in the filing
of statements under the Securities Exchange Act of 1934, as
amended, with the Securities and Exchange Commission with respect
to the following: (1) the filing of this Company's Annual Report
on Form 10-K for the year ended December 31, 1994, and (2) the
filing of Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K during 1995.
The Southern Company also proposes to file a registration
statement or statements under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission with respect
to the issuance by this Company of additional shares of its
common stock pursuant to the Dividend Reinvestment and Stock
Purchase Plan.
The Southern Company and the undersigned directors and
officers of said Company, individually as a director and/or as an
officer of the Company, hereby make, constitute and appoint each
of you our true and lawful Attorney for each of us and in each of
our names, places and steads to sign and cause to be filed with
the Securities and Exchange Commission in connection with the<PAGE>
- 2 -
foregoing said Annual Report on Form 10-K and any appropriate
amendment or amendments thereto and any necessary exhibits, said
Quarterly Reports on Form 10-Q and any necessary exhibits, any
Current Reports on Form 8-K and any necessary exhibits, and said
registration statement or statements and appropriate amendment or
amendments (including post-effective amendments) thereto, to be
accompanied by a prospectus or prospectuses and any appropriately
amended or supplemented prospectus or prospectuses and any
necessary exhibits.
Yours very truly,
THE SOUTHERN COMPANY
By /s/A. W. Dahlberg
President<PAGE>
- 3 -
/s/ Edward L. Addison /s/ Elmer B. Harris
/s/ W. P. Copenhaver /s/ Earl D. McLean, Jr.
/s/ A. D. Correll /s/ William A. Parker, Jr.
/s/ A. W. Dahlberg /s/ William J. Rushton, III
/s/ Paul J. DeNicola /s/ Gloria M. Shatto
/s/ Jack Edwards /s/ Herbert Stockham
/s/ H. Allen Franklin /s/ W. L. Westbrook
/s/ Bruce S. Gordon /s/ Tommy Chisholm
/s/ L. G. Hardman III /s/ W. Dean Hudson<PAGE>
Extract from minutes of meeting of the board of directors of The
Southern Company.
- - - - - - - - - -
RESOLVED FURTHER: That for the purpose of signing the
registration statement or statements under the Securities
Act of 1933, as amended, to be filed with the Securities and
Exchange Commission with respect to the issuance and sale by
this Company of additional shares of its common stock and of
remedying any deficiencies with respect thereto by
appropriate amendment or amendments (including post-
effective amendments), this Company, the members of its
board of directors, and its officers, are authorized to give
their several powers of attorney to A. W. Dahlberg, W. L.
Westbrook, Tommy Chisholm, and Wayne Boston.
- - - - - - - - - -
The undersigned officer of The Southern Company does
hereby certify that the foregoing is a true and correct copy of a
resolution duly and regularly adopted at a meeting of the board
of directors of The Southern Company, duly held on January 16,
1995, at which a quorum was in attendance and voting throughout,
and that said resolution has not since been rescinded but is
still in full force and effect.
Dated March 3, 1995 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary<PAGE>
