As filed with the Securities and Exchange Commission on June 21, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
incorporation or organization) Identification No.)
64 Perimeter Center East
Atlanta, Georgia 30346
(Address of principal executive offices)
OUTSIDE DIRECTORS STOCK PLAN
FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
(Full title of the plan)
Tommy Chisholm, Secretary
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(Name and address of agent for service)
(404) 393-0650
(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 5200 NationsBank Plaza
64 Perimeter Center East 600 Peachtree Street, N.E.
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price offering
per share* price *
- -----------------------------------------------------------------
Common
Stock, par
value 1,000,000 $22.375 $22,375,000 $7,716
$5 per shares
share
- ------------------------------------------------------------------
_____________________
* Pursuant to Rule 457(h)(1), these figures are based upon the
average of the high and low prices of the Common Stock on June
14, 1995, as reported in the New York Stock Exchange
consolidated reporting system, and are used solely for the
purpose of calculating the registration fee.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in
this registration statement; and all documents subsequently
filed by The Southern Company ("SOUTHERN" or the "registrant")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part
thereof from the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.
(b) (1) The registrant's Current Reports on Form 8-K dated
January 25, 1995 and February 15, 1995.
(2) The registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995.
(c) The description of the registrant's common stock
contained in registration no. 33-51433 filed under the
Securities Act of 1933.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. 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 produce 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
<PAGE>
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 Bylaws 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 Bylaws described.
The Bylaws of SOUTHERN also provide in pertinent part 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, 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.
The Corporation may purchase and maintain insurance at the
expense of the Corporation on behalf of any person who is or
was a director, officer, employee or agent of the Corporation,
or any person who is or was serving at the request of the
Corporation as a director (or the equivalent), officer,
<PAGE>
employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability or expense (including
attorneys' fees) asserted against him and incurred by him in
any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to
indemnify him against such liability or expense under this
Section or otherwise.
The foregoing rights shall not be exclusive of any other
rights to which any such director or officer may otherwise be
entitled and shall be available whether or not the director or
officer continues to be a director or officer at the time of
incurring any such expenses and liabilities.
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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4(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.)
4(b) - Bylaws 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.)
4(c) - Outside Directors Stock Plan for Subsidiaries of The
Southern Company.
5 - Opinion of Troutman Sanders, counsel to SOUTHERN.
23(a)- The consent of Troutman Sanders is contained in
Exhibit 5.
23(b)- Consent of Arthur Andersen LLP
24 - Power 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 9. Undertakings.
(a) Rule 415 offerings. The undersigned registrant hereby
undertakes:
<PAGE>
(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 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) Filings incorporating subsequent Exchange Act 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.
(c) Filing of registration statement on Form S-8. 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
<PAGE>
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.
<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on
June 21, 1995.
THE SOUTHERN COMPANY
By: A. W. Dahlberg
Chairman of the Board, President and
Chief Executive Officer
By: Wayne Boston
Wayne Boston
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
A. W. Dahlberg Director, Chairman of the Board,
President and Chief Executive
Officer (Principal Executive Officer)
W. L. Westbrook Financial Vice President (Principal
Financial and Accounting Officer)
A. D. Correll )
Paul J. DeNicola )
Jack Edwards )
H. Allen Franklin )
Bruce S. Gordon ) Directors
L. G. Hardman III )
Elmer B. Harris )
William J. Rushton, III )
Herbert Stockham )
By: Wayne Boston June 21, 1995
Wayne Boston
Attorney-in-Fact
EXHIBIT 4(c)
OUTSIDE DIRECTORS STOCK PLAN
FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
Effective January 1, 1995
<PAGE>
OUTSIDE DIRECTORS STOCK PLAN
FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
ARTICLE I - PURPOSE AND ADOPTION OF PLAN
1.1 Adoption. Subject to (a) the approval of the adoption
by the Board of Directors of The Southern Company ("Company") of
the Outside Directors Stock Plan for Subsidiaries of The Southern
Company (the "Plan") by the shareholders of the Company at the
annual meeting thereof to be held on May 24, 1995, and (b) the
Company's receipt of the requisite approval of the issuance of
the Stock pursuant to the Plan by the Securities and Exchange
Commission (the "Commission") under the Public Utility Holding
Company Act of 1935, as amended, and the rules thereunder, The
Southern Company hereby adopts the Outside Directors Stock Plan
for Subsidiaries of The Southern Company, effective January 1,
1995.
1.2 Purpose. The Plan is designed to more closely align
the interests of Directors of the System Companies (defined
herein) with the interests of the shareholders of the Company
through ownership of the Company's common stock, par value $5.00
per share (the "Stock").
<PAGE>
ARTICLE II - DEFINITIONS
2.1 "Affiliated Employer" shall mean any corporation which
is a member of the controlled group of corporations of which The
Southern Company is the common parent corporation.
2.2 "Board of Directors" shall mean the Board of Directors
of each System Company.
2.3 "Commission" shall mean the Securities and Exchange
Commission.
2.4 "Company" shall mean The Southern Company.
2.5 "Director" shall mean any person (a) who serves on the
Board of Directors of one or more System Companies on or after
January 1, 1995; and (b) who is not an active employee of The
Southern Company or an Affiliated Employer.
2.6 "Effective Date" shall mean January 1, 1995.
2.7 "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
2.8 "Market Value" shall mean the average of the high and
low prices of the Stock, as published in the Wall Street Journal
in its report of New York Stock Exchange composite transactions,
on the date such market value is to be determined (or the average
of the high and low sale prices on the trading day immediately
preceding such determination date if the Stock is not traded on
the applicable valuation date).
2.9 "Participant" shall mean each Director on the Board of
Directors of a System Company who meets the requirements of
Section 3.1 of the Plan.
<PAGE>
2.10 "Plan" shall mean the Outside Directors Stock Plan for
Subsidiaries of The Southern Company, as amended from time to
time.
2.11 "Plan Administrator" shall mean the Compensation
Committee of the Board of Directors of The Southern Company.
2.12 "Plan Year" shall mean the calendar year.
2.13 "Retainer Fee" shall mean the annual rate of the fees
paid to a Director for service on the Board of Directors of a
System Company, but excluding reimbursements for expenses and any
fees or compensation for (a) attendance at the meetings of the
Board of Directors or any committee, (b) service on a committee,
and (c) service at the request of the Board of Directors or a
committee.
2.14 "Stock" shall mean the Company's common stock, par
value $5.00 per share.
2.15 "System Company" shall mean any affiliate or subsidiary
of The Southern Company which the Board of Directors of The
Southern Company may from time to time determine to bring under
the Plan and which shall adopt the Plan, and any successor of any
of them. The System Companies that have adopted the Plan are
listed in Schedule A, attached hereto, as such Schedule may be
amended from time to time.
The masculine pronoun shall be construed to include the
feminine pronoun and the singular shall include the plural, where
the context so requires.
<PAGE>
ARTICLE III - ELIGIBILITY
3.1 Eligibility Requirements.
(a) Except as provided in Subsections (b) and (c) below,
each Director who serves on a Board of Directors of a System
Company shall become a Participant in the Plan on the first date
such Director serves on the Board of Directors of a System
Company.
(b) For purposes of the initial Plan Year, a Director who
serves on the Board of Directors of Georgia Power Company or
Alabama Power Company shall become a Participant in the Plan on
the Effective Date, subject to (1) approval of the Plan by the
shareholders of the Company at the annual meeting thereof to be
held on May 24, 1995, and (2) the Company's receipt of the
requisite approval of the Plan by the Commission under the Public
Utility Holding Company Act of 1935, as amended, and the rules
thereunder.
(c) For purposes of the initial Plan Year, a Director who
serves on the Board of Directors of Gulf Power Company,
Mississippi Power Company or Savannah Electric and Power Company
shall become a Participant in the Plan on the later of (1) the
date the Plan is approved by the shareholders of the Company at
the annual meeting thereof to be held on May 24, 1995, and (2)
the Company's receipt of the requisite approval of the Plan by
the Commission under the Public Utility Holding Company Act of
1935, as amended, and the rules thereunder.
<PAGE>
ARTICLE IV - FORM AND TIME OF BENEFIT DISTRIBUTIONS
4.1 Stock Grant. Each Participant shall receive a portion
of his annual Retainer Fee in Stock, with the remainder of such
annual Retainer Fee to be payable, in increments elected by the
Director in accordance with Section 4.2 below, in cash or in
Stock. The portion of the annual Retainer Fee required to be
paid in Stock pursuant to this Section 4.1 shall be stated in
Schedule B, attached hereto, as such Schedule shall be amended
from time to time.
4.2 Election to Determine Percentage or Amount of
Compensation to be Paid in Stock. Each Participant shall have a
one-time opportunity to elect to have the remaining portion of
his Retainer Fee paid in cash or Stock of the Company, or a
combination thereof. Such election shall be made at the time
specified by the Plan Administrator on a form provided to the
Participant by the Plan Administrator, which form shall
acknowledge that once made, such election is irrevocable.
Notwithstanding the foregoing, if, when and as permitted by the
Commission, the Plan Administrator may allow a Participant to
elect to change the amount of their Retainer Fee paid in Stock;
provided that such election shall not affect the dollar amount of
such Participant's required Stock distribution stated in Schedule
B attached hereto. Nothing contained in this Section 4.2 shall
be interpreted in such a manner as would disqualify the Plan from
treatment as a "formula plan" under Rule 16b-3, as promulgated by
<PAGE>
the Commission under the Exchange Act, as that rule may be
amended from time to time.
4.3 Amount and Date of Payment for Stock Compensation.
(a) For any Plan Year in which a Director is a Participant
for the full Plan Year, any Stock compensation due a Participant
pursuant to Sections 4.1 and 4.2 above shall be payable on a
quarterly basis, with the first such quarterly distribution being
made on April 1 and succeeding quarterly distributions being made
on July 1, October 1, and January 1. The amount of Stock to be
distributed to a Participant shall initially be determined by
first dividing the Participant's required and elected dollar
amount of Stock compensation by four (4) and then dividing such
quarterly quotient by the market value of the Stock on the date
one day prior to the date of distribution, with subsequent
distributions based on such quarterly quotient divided by the
market value of the Stock on the date one day prior to the date
of each subsequent distribution.
(b) Notwithstanding the foregoing, for purposes of the 1995
Plan Year, Stock distributions shall be made as follows:
(1) For Participants who are Directors of Alabama
Power Company or Georgia Power Company on January 1, 1995, no
Stock distributions shall be made prior to receipt of the
requisite approval described in Section 1.1; provided, however,
that once the requisite approval of the Plan is received, the
Stock distribution shall be made on the first quarterly date
following such approval and shall include any Stock distributions
<PAGE>
which would have been made had the requisite approval been
obtained on the Effective Date. The Stock distributions to be
made in accordance with this Section 4.3(b)(1) shall be valued in
accordance with the provisions of Section 4.3(a).
(2) For Participants who are Directors of Gulf Power
Company, Mississippi Power Company or Savannah Electric and Power
Company, no Stock distributions shall be made prior to receipt of
the requisite approval described in Section 1.1; provided,
however, that once the requisite approval of the Plan is
received, the Stock distribution to be made to Participants
pursuant to this Section 4.3(b)(2) shall be made on the first
quarterly date following such approval. The Stock distributions
to be made pursuant to this Section 4.3(b)(2) shall not include
any Stock distributions attributable to any calendar quarter
prior to the time the requisite approval is received. The Stock
distributions to be paid in accordance with this Section
4.3(b)(2) shall be valued in accordance with the provisions of
Section 4.3(a).
4.4 Death Benefits. No benefits shall be payable under the
Plan to any beneficiary of a Participant following a
Participant's death.
<PAGE>
ARTICLE V - ADMINISTRATION OF PLAN
5.1 Administrator. The general administration of the Plan
shall be the responsibility of the Compensation Committee of the
Board of Directors of The Southern Company, as Plan
Administrator.
5.2 Powers. The Plan Administrator shall administer the
Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan more
particularly set forth herein. It shall interpret the Plan and
shall have the discretion to determine all questions arising in
the administration, interpretation and application of the Plan,
including any ambiguities contained herein or any questions of
fact. Any such determination by it shall be conclusive and
binding on all persons. It may adopt such regulations as it
deems desirable for the conduct of its affairs. It may appoint
such accountants, counsel, actuaries, specialists and other
persons as it deems necessary or desirable in connection with the
administration of this Plan, and shall be the agent for the
service of process.
5.3 Duties of the Plan Administrator.
(a) The Plan Administrator is responsible for the daily
administration of the Plan. It may appoint other persons or
entities to perform any of its fiduciary functions. The Plan
Administrator and any such appointee may employ advisors and
other persons necessary or convenient to help it carry out its
duties, including its fiduciary duties. The Plan Administrator
<PAGE>
shall have the right to remove any such appointee from his
position. Any person, group of persons or entity may serve in
more than one fiduciary capacity.
(b) The Plan Administrator shall maintain accurate and
detailed records and accounts of Participants and of their rights
under the Plan and of all receipts, disbursements, transfers and
other transactions concerning the Plan. Such accounts, books and
records relating thereto shall be open at all reasonable times to
inspection and audit by persons designated by the Board of
Directors of each System Company.
(c) The Plan Administrator shall take all steps necessary
to ensure that the Plan complies with the law at all times.
These steps shall include such items as the preparation and
filing of all documents and forms required by any governmental
agency; maintaining of adequate Participants' records; recording
and transmission of all notices required to be given to
Participants; the receipt and dissemination, if required, of all
reports and information received from a System Company; securing
of such fidelity bonds as may be required by law; and doing such
other acts necessary for the proper administration of the Plan.
The Plan Administrator shall keep a record of all of its
proceedings and acts, and shall keep all such books of account,
records and other data as may be necessary for proper
administration of the Plan.
5.4 Indemnification. The System Companies shall indemnify
the Plan Administrator against any and all claims, losses,
<PAGE>
damages, expenses and liability arising from any action or
failure to act, except when the same is finally judicially
determined to be due to gross negligence or willful misconduct.
The System Companies may purchase at their own expense sufficient
liability insurance for the Plan Administrator to cover any and
all claims, losses, damages and expenses arising from any action
or failure to act in connection with the execution of the duties
as Plan Administrator.
<PAGE>
ARTICLE VI - MISCELLANEOUS
6.1 Assignment. Neither the Participant nor his legal
representative shall have any rights to sell, assign, transfer or
otherwise convey the right to receive the payment of any benefit
due hereunder, which payment and the right thereto are expressly
declared to be nonassignable and nontransferable. Any attempt to
assign or transfer the right to payment under the Plan shall be
null and void and of no effect.
6.2 Amendment and Termination. The Plan may be wholly or
partially amended or otherwise modified, suspended or terminated
at any time by the Board of Directors of The Southern Company or
by the Compensation Committee with the approval of The Southern
Company Board of Directors, upon execution of a duly authorized
written document; provided, however, that, without the approval
of the shareholders of the Company entitled to vote thereon, no
amendment may be made which would, absent such shareholder
approval, disqualify the Plan for coverage under Rule 16b-3, as
promulgated by the Commission under the Exchange Act, as that
rule may be amended from time to time; and provided further that
the Plan may not be amended more than once every six (6) months
unless such amendment is made in order to comply with changes to
either the Internal Revenue Code of 1986, as amended, or the
Employee Retirement Income Security Act of 1974, as amended, and
the rules thereunder. Notwithstanding the foregoing, no such
amendment or termination shall impair any rights to payments to
<PAGE>
which a Participant may be entitled prior to the effective date
of such amendment or termination.
6.3 No Guarantee of Continued or Future Service on a Board
of Directors. Participation hereunder shall not be construed as
creating a right in any Director to continued service or future
service on the Board of Directors of any System Company.
Participation hereunder does not constitute an employment
contract between any Director and any System Company.
6.4 Construction. This Plan shall be construed in
accordance with and governed by the laws of the State of Georgia,
to the extent such laws are not otherwise superseded by the laws
of the United States.
IN WITNESS WHEREOF, the Board of Directors of The Southern
Company, through its duly authorized officers, has adopted this
Outside Directors Stock Plan for Subsidiaries of The Southern
Company this day of , 1994, to be
effective as provided herein.
THE SOUTHERN COMPANY:
(CORPORATE SEAL)
By:______________________________
Its:
Attest:
By: ________________________
Its:
<PAGE>
OUTSIDE DIRECTORS STOCK PLAN
FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
SCHEDULE A
The System Companies as of January 1, 1995 are:
Alabama Power Company
Georgia Power Company
Gulf Power Company
Mississippi Power Company
Savannah Electric and Power Company
<PAGE>
OUTSIDE DIRECTORS STOCK PLAN
FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
SCHEDULE B
As of January 1, 1995
The portion of a Participant's Retainer Fee required to be
distributed in common stock of The Southern Company shall be
determined in accordance with the following schedule:
Dollar Amount
Company of Required Stock Distribution
Alabama Power Company $3000.00
Georgia Power Company $3000.00
Gulf Power Company $2000.00
Mississippi Power Company $2000.00
Savannah Electric and Power $2000.00
Company
EXHIBIT 5
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
June 21, 1995
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
Re: The Southern Company
Registration Statement on Form S-8
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"), for
issuance pursuant to The Outside Directors Stock Plan for
Subsidiaries of The Southern Company (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 and 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 without obtaining the consent
or approval of any other governmental authority.
(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 in accordance with the Plan, the Stock
will be valid and legally issued, fully paid and non-
assessable 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.
<PAGE>
The Southern Company
June 21, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit
to the registration statement.
Very truly yours,
/s/ Troutman Sanders
TROUTMAN SANDERS
EXHIBIT 23(b)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, related to the Outside
Directors Stock Plan for Subsidiaries of The Southern Company, of our reports
dated February 15, 1995 on the financial statements of The Southern Company and
the related financial statement schedules 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
Atlanta, Georgia
June 20, 1995
EXHIBIT 24
April 17, 1995
A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm and Wayne Boston
Dear Sirs:
The Southern Company 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 Outside Directors Stock Plan for
Subsidiaries of The Southern Company.
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 foregoing
such 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
A. W. Dahlberg
Chairman, President and
Chief Executive Officer
<PAGE>
- 2 -
/s/A. D. Correll _____________________________
A. D. Correll William A. Parker, Jr.
/s/A. W. Dahlberg /s/William J. Rushton, III
A. W. Dahlberg William J. Rushton, III
/s/Paul J. DeNicola _____________________________
Paul J. DeNicola Gloria M. Shatto
/s/Jack Edwards /s/Herbert Stockham
Jack Edwards Herbert Stockham
/s/H. Allen Franklin /s/W. L. Westbrook
H. Allen Franklin W. L. Westbrook
/s/Bruce S. Gordon /s/Tommy Chisholm
Bruce S. Gordon Tommy Chisholm
/s/L. G. Hardman III _____________________________
L. G. Hardman III W. Dean Hudson
/s/Elmer B. Harris
Elmer B. Harris
<PAGE>
- 3 -
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 pursuant to
the Plan 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 resolution duly and regularly
adopted at a meeting of the board of directors of The Southern Company, duly
held on April 17, 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 June 21, 1995 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
