SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 1995
THE SOUTHERN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-3526 58-0690070
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
270 Peachtree Street, N.W., Atlanta, Georgia 30303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 393-0650
64 Perimeter Center East, Atlanta, Georgia 30346
(Former name or former address, if changed since last report.)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The Southern Company ("Southern") hereby amends the following portion of its
Current Report on Form 8-K dated September 18, 1995.
(b) Pro forma financial information.
Pro Forma Condensed Consolidated Balance Sheet
Incorporated herein by reference to The Southern Company and
Subsidiary Companies Condensed Balance Sheet at September 30, 1995
in Form 10-Q for the quarter ended September 30, 1995, in which
South Western Electricity plc ("SWEB") is included. (File No.
1-3526)
Pro Forma Condensed Consolidated Statements of Income
The unaudited pro forma condensed consolidated statements of income
required by Item 7(b) are filed as part of this report. The pro forma
results give effect to the acquisition of SWEB accounted for under the
purchase method of accounting for the nine months ended September 30,
1995 and the twelve months ended December 31, 1994 as if the
transaction had been consummated on January 1, 1994. The results of
Southern for the nine months ended September 30, 1995 include SWEB
activity from the date of acquisition, September 18, 1995. Accordingly,
SWEB's results included in the pro forma statements for the nine months
ended September 30, 1995 are for the period January 1, 1995 through the
date of acquisition. The unaudited pro forma condensed consolidated
statements of income are based upon preliminary fair value allocations
related to the purchase of SWEB. The allocations are subject to
revision after more detailed analyses, appraisals and evaluations are
completed. The pro forma information is presented for illustrative
purposes only and is not necessarily indicative of the operating
results that would have occurred if the SWEB acquisition had taken
place at the beginning of the period specified, nor is it necessarily
indicative of future operating results.
The unaudited pro forma condensed consolidated statements of income
should be read in conjunction with the consolidated financial
statements of Southern and the related notes thereto included in
Southern's Annual Report on Form 10-K for the year ended December 31,
1994 and Southern's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, as well as the audited financial statements of
SWEB, prepared in accordance with generally accepted accounting
principles in the United Kingdom, for the fiscal year ended March 31,
1995 and notes thereto included as Item 7(a) to the Current Report on
Form 8-K amended hereby.
1
<PAGE>
<TABLE>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (A)
(Stated in Thousands of Dollars)
For the Nine Months Ended September 30, 1995
--------------------------------------------
SOUTHERN SWEB Adjustments Pro Forma
-------- ---- ----------- ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 6,871,461 $ 833,049 $ - $ 7,704,510
------------ ------------ ----------- ------------
OPERATING EXPENSES:
Operation--
Fuel 1,660,738 - - 1,660,738
Purchased power 244,180 415,419 - 659,599
Other 1,180,913 116,148 - 1,297,061
Maintenance 465,244 44,666 - 509,910
Depreciation and amortization 672,680 29,493 12,347 (B) 714,520
Amortization of deferred Plant Vogtle expenses, net 90,443 - - 90,443
Taxes other than income taxes 376,875 89,106 - 465,981
Federal and state income taxes 668,556 51,920 (26,307)(D) 694,169
------------ ------------ ------------ ------------
Total operating expenses 5,359,629 746,752 (13,960) 6,092,421
------------ ------------ ------------ ------------
OPERATING INCOME 1,511,832 86,297 13,960 1,612,089
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 5,847 - - 5,847
Interest income 19,132 5,519 - 24,651
Other, net (42,747) 32,554 - (10,193)
Income taxes applicable to other income 13,790 - - 13,790
------------ ------------ ------------ ------------
INCOME BEFORE INTEREST CHARGES 1,507,854 124,370 13,960 1,646,184
------------ ------------ ------------ ------------
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on long-term debt 405,500 11,468 - 416,968
Allowance for debt funds used during construction (14,902) - - (14,902)
Interest on interim obligations 43,892 - 78,292 (C) 122,184
Amortization of debt discount, premium and
expense, net 23,777 - - 23,777
Other interest charges 40,416 7,715 - 48,131
Preferred dividends of subsidiary companies 66,491 - - 66,491
------------ ------------ ------------ ------------
Net interest charges and preferred dividends 565,174 19,183 78,292 662,649
------------ ------------ ------------ ------------
CONSOLIDATED NET INCOME $ 942,680 $ 105,187 $ (64,332) $ 983,535
============ ============ ============ ============
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING (Thousands) 664,279 664,279
EARNINGS PER SHARE OF COMMON STOCK $1.42 $1.48
</TABLE>
The accompanying notes are an integral part of these condensed statements.
2
<PAGE>
<TABLE>
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (A)
(Stated in Thousands of Dollars)
For the Twelve Months Ended December 31, 1994
---------------------------------------------
SOUTHERN SWEB Adjustments Pro Forma
-------- ---- ----------- ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 8,297,387 $ 1,195,700 $ - $ 9,493,087
------------ ------------ ----------- ------------
OPERATING EXPENSES:
Operation--
Fuel 2,058,052 300 - 2,058,352
Purchased power 276,519 620,500 - 897,019
Other 1,505,173 195,500 - 1,700,673
Maintenance 660,273 48,000 - 708,273
Depreciation and amortization 821,500 35,700 21,514 (B) 878,714
Amortization of deferred Plant Vogtle expenses, net 74,888 - 74,888
Taxes other than income taxes 474,768 122,200 - 596,968
Federal and state income taxes 711,063 67,378 (28,650)(D) 749,791
------------ ------------ ------------ ------------
Total operating expenses 6,582,236 1,089,578 (7,136) 7,664,678
------------ ------------ ------------ ------------
OPERATING INCOME 1,715,151 106,122 7,136 1,828,409
OTHER INCOME (EXPENSE):
Allowance for equity funds used during construction 11,455 - - 11,455
Interest income 31,542 9,700 - 41,242
Other, net (47,928) 43,700 - (4,228)
Income taxes applicable to other income 25,752 - - 25,752
------------ ------------ ------------ ------------
INCOME BEFORE INTEREST CHARGES 1,735,972 159,522 7,136 1,902,630
------------ ------------ ------------ ------------
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on long-term debt 567,120 15,200 - 582,320
Allowance for debt funds used during construction (18,123) - - (18,123)
Interest on interim obligations 33,401 - 80,371 (C) 113,772
Amortization of debt discount, premium and
expense, net 29,911 - - 29,911
Other interest charges 46,945 7,629 - 54,574
Preferred dividends of subsidiary companies 87,389 - - 87,389
------------ ------------ ------------ ------------
Net interest charges and preferred dividends 746,643 22,829 80,371 849,843
------------ ------------ ------------ ------------
CONSOLIDATED NET INCOME $ 989,329 $ 136,693 $ (73,235) $ 1,052,787
============ ============ ============ ============
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING (Thousands) 649,927 649,927
EARNINGS PER SHARE OF COMMON STOCK $1.52 $1.62
</TABLE>
The accompanying notes are an integral part of these condensed statements.
3
<PAGE>
Notes to Pro Forma Condensed Consolidated Statements of Income
(A) The pro forma condensed consolidated statements of income for the
periods presented reflect the historical results of operations for
Southern and SWEB with adjustments related to the preliminary
allocation of fair values for assets acquired and liabilities assumed.
The condensed historical statements of income for each company and for
the pro forma combined company have been prepared in accordance with
U.S. generally accepted accounting principles.
(B) To adjust depreciation expense and record goodwill amortization based
on the preliminary estimated fair value of net assets as of the
acquisition date.
(C) To adjust interest expense on existing SWEB debt that reflects market
rates resulting in a reduction in interest for the nine months ended
September 30, 1995 and twelve months ended December 31, 1994 of $1.485
million and $1.782 million, respectively.
To record interest expense for the nine months ended September 30, 1995
and twelve months ended December 31, 1994 of $79.777 million and
$82.153 million, respectively, assuming that SWEB was acquired with
short-term borrowings at Southern's effective average borrowing rate of
6 percent and 4.8 percent, respectively.
(D) To reflect the estimated tax effect of the pro forma adjustments
noted above.
4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SOUTHERN COMPANY
By: /s/Tommy Chisholm
Name: Tommy Chisholm
Title: Secretary
Date: November 20, 1995
5
