SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
THE SOUTHERN COMPANY
64 Perimeter Center East
Atlanta, Georgia 30346
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of each
applicant or declarant)
Tommy Chisholm, Secretary
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders
The Southern Company 5200 NationsBank Plaza
64 Perimeter Center East 600 Peachtree Street, N.E.
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions
A. The Southern Company ("Southern"), a registered holding
company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), proposes, from time to time through December
31, 2005, to issue up to 1,000,000 shares of its common stock,
par value $5.00 per share ("Common Stock"), pursuant to The
Outside Directors Stock Plan for Subsidiaries of The Southern
Company (the "Plan"), as described herein. The shares for which
authorization is sought herein will be newly issued shares which
have been authorized but unissued as of the date of the
application.
The board of directors of Southern has adopted the Plan,
subject to stockholder approval. The purpose of the Plan is to
provide a mechanism for nonemployee directors of the System
Companies (hereinafter defined) to automatically increase their
ownership of Southern Common Stock and thereby further align
their interests with those of the stockholders of Southern. As
of January 1, 1995, the System Companies, as defined in the Plan,
are Alabama Power Company ("Alabama"), Georgia Power Company
("Georgia"), Gulf Power Company ("Gulf"), Mississippi Power
Company ("Mississippi") and Savannah Electric and Power Company
("Savannah").
The Plan will be administered by the Compensation Committee
of the board of directors of Southern (the "Committee"). The
Committee will have the discretion to interpret the Plan,
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including any ambiguities contained therein and, subject to its
provisions, to make all determinations necessary or desirable for
the Plan's administration.
The Plan provides that any member of the Board of Directors
of a System Company who is not otherwise actively employed by
Southern or any of its subsidiaries or affiliates shall receive a
portion of his or her annual retainer fee, as set forth in the
table below, in unrestricted Common Stock of Southern, with the
remainder of such annual retainer fee to be payable, in
increments elected by the director, in cash or in unrestricted
Common Stock of Southern. Initially, annual retainer fees for
directors of the System Companies are as follows:
Dollar
Amount of
Annual Required Stock
Company Retainer Distribution
Alabama $20,000 $3,000
Georgia $23,000 $3,000
Gulf $12,000 $2,000
Mississippi $12,000 $2,000
Savannah $12,000 $2,000
Outside directors shall have a one-time opportunity,
pursuant to the Plan, to elect the remaining portion of his or
her compensation in excess of the dollar amount of required stock
distribution to be paid in Common Stock. Such election shall be
made on the form provided to the director by the Committee, which
form shall acknowledge that once made, such election is
irrevocable. Notwithstanding the foregoing, if, when and as
permitted by the Commission, the Plan Administrator may allow a
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Participant to elect to change the amount of their Retainer Fee
paid in Stock; provided that such election shall not affect the
dollar amount of such Participant's required Stock distribution.
Any Common Stock due to a nonemployee director will be paid
on a quarterly basis, with the first such quarterly distribution
being made on April 1 of each year and succeeding quarterly
distributions being made on July 1, October 1, and January 1 of
each year. Notwithstanding the foregoing, for purposes of the
1995 calendar year, no stock distributions shall be made prior to
July 1, 1995; provided, however, that for participants who are
directors of Alabama and Georgia the stock distribution to be
made on July 1, 1995 shall include both the April 1, 1995 and
July 1, 1995 quarterly distributions.
The amount of Common Stock to be distributed to a
nonemployee director pursuant to the Plan shall initially be
determined by first dividing the director's required and elected
dollar amount of Common Stock compensation under the Plan by four
(4) and then dividing such quarterly quotient by the market value
of the Common Stock on the date one day prior to the date of
distribution, with subsequent distributions based on such
quarterly quotient divided by the market value of the Common
Stock on the date one day prior to the date of such subsequent
distributions. For purposes of valuing such Common Stock, the
term "market value" shall mean the average of the high and low
prices of the Common Stock, as published in the Wall Street
Journal in its report of New York Stock Exchange composite
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transactions, on the date such market value is to be determined
(or the average of the high and low sale prices on the trading
day immediately preceding such date if the Common Stock is not
traded on the applicable valuation date).
The Plan currently complies with Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and may be wholly or
partially amended or otherwise modified, suspended or terminated
by the Board of Directors of Southern or by the Committee with
the approval of the Board of Directors, upon execution of a duly
authorized written document; provided, however, that, without the
approval of the shareholders of Southern entitled to vote
thereon, no amendment may be made which would, absent such
shareholder approval, disqualify the Plan for coverage under Rule
16b-3 under the Securities Exchange Act of 1934, as amended, as
that rule may be amended from time to time; and provided further
that the Plan may not be amended more than once every six (6)
months unless such amendment is made in order to comply with
changes to either the Internal Revenue Code of 1986, as amended,
or the Employee Retirement Income Security Act of 1974, as
amended, and the rules thereunder. Notwithstanding the
foregoing, no amendment or termination of the Plan will be
permitted where it would impair any rights to payments to which a
nonemployee director may be entitled prior to the effective date
of such amendment or termination.
Southern intends to file with the Securities and Exchange
Commission a Registration Statement on Form S-8 for purposes of
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registering under the Securities Act of 1933, as amended, the
shares of Common Stock to be issued pursuant to the Plan.
Pursuant to prior authorization, shares delivered to a
director in accordance with the Plan may also be acquired on the
open market.
B. Southern further proposes to submit the Plan for
consideration and action by its stockholders at the annual
meeting of such stockholders to be held on May 24, 1995, and in
connection therewith, to solicit proxies from its stockholders.
Such proxy material will be mailed to Southern's shareholders on
or about April 10, 1995. The material to be used in connection
with such solicitation in respect of the Plan will be
substantially as set forth in Exhibits G-1, G-2 and G-3 hereto.
Approval of the Plan requires the affirmative vote of the
holders of a majority of the shares of Common Stock represented
in person or by proxy at the annual meeting.
Item 2. Fees, Commissions and Expenses
The estimated fees and expenses paid or incurred, or to be
paid or incurred, directly or indirectly, in connection with the
proposed transactions including costs associated with the
solicitation of proxies are as follows:
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Form U-1 Filing Fee $ 2,000
Legal Fees 8,000
Printing 75,000
Postage and Mailing 487,000
Services of Southern Company
Services, Inc. (includes
transfer agent and tabulation
expenses) 95,000
Miscellaneous 8,000
Total $675,000
Item 3. Applicable Statutory Provisions
Sections 6(a), 7 and 12(e) of the Act and Rules 23, 24, 62
and 65 are or may be applicable to the proposed transactions.
Item 4. Regulatory Approval
No state commission and no federal commission (other than
the Securities and Exchange Commission) has jurisdiction over the
proposed transactions.
Item 5. Procedure
In order to give Southern sufficient time for the
preparation and mailing of the proxy solicitation material to its
stockholders prior to the annual meeting to be held on May 24,
1995, Southern hereby requests that the Commission issue an order
as soon as practicable, pursuant to Rule 62(d) under the Act,
permitting the solicitation of proxies proposed herein. Southern
further hereby requests that the Commission issue its order with
respect to the Plan as soon as the rules allow.
Southern hereby waives a recommended decision by a hearing
officer or other responsible officer of the Commission, consents
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that the Division of Investment Management may assist in the
preparation of the Commissions's decision and/or order in this
matter, unless such Division opposes the transactions proposed
herein, and requests that there be no 30-day waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
Southern hereby requests that it be permitted to file
certificates of notification on a quarterly basis, within 30 days
after the end of each calendar quarter.
Item 6. Exhibits and Financial Statements
(a) Exhibits
A-1 - The Outside Directors Stock Plan for
Subsidiaries of The Southern Company. (To be
filed by amendment.)
A-2 - Composite Certificate of Incorporation of
Southern reflecting all amendments thereto
through January 5, 1994. (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.)
A-3 - 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.)
B - None.
C - Registration Statement of Southern on Form
S-8 with respect to the Plan. (To be filed
by amendment.)
D - None.
E - None.
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F - Opinion of Troutman Sanders. (To be filed by
amendment.)
G-1 - Draft of notice of annual meeting of
stockholders. (To be filed by amendment.)
G-2 - Draft of statement relating to the Plan to
be included in the proxy statement for the
annual meeting. (To be filed by amendment.)
G-3 - Draft of form of proxy for the annual
meeting. (To be filed by amendment.)
H - Form of Notice and Order permitting the
solicitation of proxies.
Exhibits heretofore filed with the Securities and Exchange
Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
(b) Financial Statements.
Financial statements are omitted since they are not deemed
relevant or necessary for a proper disposition of the proposed
transactions by the Commission.
Item 7. Information as to Environmental Effects
a) In light of the nature of the proposed transactions as
described in Item 1 hereof, the Commission's action in this
matter will not constitute any major federal action significantly
affecting the quality of the human environment.
b) No other federal agency has prepared or is preparing
an environmental impact statement with regard to the proposed
transactions.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: March 17, 1995 THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
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Exhibit H
The Southern Company (70- )
Notice of Proposal to Issue and Sell Common Stock in Connection
with the Adoption of an Outside Directors Stock Plan; Order
Authorizing Proxy Solicitation
The Southern Company ("Southern"), 64 Perimeter Center East,
Atlanta, Georgia 30346, a registered holding company, has filed
a declaration pursuant to Sections 6(a), 7 and 12(e) of the Act
and Rules 62 and 65 thereunder.
Southern proposes to adopt, subject to shareholder approval
at the 1995 annual meeting of shareholders to be held on May 24,
1995 ("1995 Annual Meeting"), The Outside Directors Stock Plan
for Subsidiaries of The Southern Company ("Plan"). Under the
Plan, Southern proposes to issue, from time-to-time through
December 31, 2005, up to one million shares of common stock, par
value of $5 ("Common Stock"). Southern states that the purpose
of the Plan is to provide a mechanism for non-employee directors
to automatically increase their ownership of Southern Common
Stock and thereby further align their interests with those of the
shareholders of Southern.
Common Stock which may be issued under the Plan will be
newly issued shares which have been authorized but unissued
shares or shares that will be acquired on the open market
pursuant to a prior authorization. The Plan provides that any
member of the board of directors of a System Company, as defined
in the Plan (currently, Alabama Power Company, Georgia Power
Company, Gulf Power Company, Mississippi Power Company and
Savannah Electric and Power Company), who is not otherwise
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2
actively employed by Southern or any of its subsidiaries or
affiliates shall receive a portion of the annual retainer fee, as
set forth in the table below, in unrestricted Common Stock, with
the remainder to be payable in increments elected by the
director, in cash or Common Stock. Initially, annual retainer
fees for directors of the System Companies are as follows:
Dollar
Amount of
Annual Required Stock
Company Retainer Distribution
Alabama $20,000 $3,000
Georgia $23,000 $3,000
Gulf $12,000 $2,000
Mississippi $12,000 $2,000
Savannah $12,000 $2,000
In addition, Southern requests authorization to solicit
proxies from its shareholders for approval of the Plan, among
other things, at its 1995 Annual Meeting. Southern requests that
the effectiveness of its declaration with respect to the
solicitation of proxies for voting by its shareholders on the
Plan be permitted to become effective as provided in Rule 62(d).
It appearing to the Commission that the declaration
regarding the proposed solicitation of proxies should be
permitted to become effective forthwith, pursuant to Rule 62:
IT IS ORDERED, that the declaration regarding the proposed
solicitation of proxies, be, and it hereby is, permitted to
become effective forthwith, under Rule 62 and subject to the
terms and conditions prescribed in Rule 24 under the Act.
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