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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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filing fee is calculated and state how it was determined):
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[ARTWORK TO BE SUPPLIED]
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[SOUTHERN COMPANY LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS -- MAY 22, 1996
Dear Stockholder:
The Annual Meeting of Stockholders of THE SOUTHERN COMPANY will be held at
the Gwinnett Civic & Cultural Center, 6400 Sugarloaf Parkway, N.W., Duluth,
Georgia on Wednesday, May 22, 1996, at 10:00 a.m. (EDT), for the following
purposes:
(1) Electing 14 members of the board of directors; and
(2) Transacting such other business as may properly come before the meeting
or any adjournments thereof.
Your vote is important. Please mark, date, sign, and promptly return the
enclosed form of proxy in the enclosed postage-paid envelope. If you attend the
annual meeting, you may revoke this proxy by voting in person.
Only stockholders of record at the close of business on March 25, 1996, are
entitled to vote at the meeting.
By Order of the Board of Directors,
Tommy Chisholm
Secretary
Atlanta, Georgia
April 8, 1996
<PAGE> 4
THE SOUTHERN COMPANY
270 PEACHTREE STREET
ATLANTA, GEORGIA 30303
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the accompanying form of proxy are being furnished
to stockholders in connection with the solicitation of proxies by the board of
directors of The Southern Company (the "Company") for use at its 1996 Annual
Meeting of Stockholders to be held on Wednesday, May 22, 1996, at 10:00 a.m.
(EDT) in Duluth, Georgia. It is proposed that this proxy statement and
accompanying form of proxy first will be sent to the Company's stockholders on
or about April 8, 1996.
The shares represented by your proxy will be voted in accordance with your
directions if the proxy is properly signed and returned to the Company before
the meeting. Each share is entitled to one vote, except that voting for
directors may be cumulative (i.e., in voting for directors each stockholder may
multiply the number of shares stated on the form of proxy by the number of
directors to be elected and then cast the resulting number of votes among the
nominees as desired). Your proxy may be revoked by written request that is
received by the secretary of the Company before the annual meeting. If you wish,
you may revoke your proxy at the meeting by voting in person.
At the annual meeting, abstentions will be treated as present for purposes
of determining a quorum and shares held by a broker that the broker fails to
vote will not be treated as present for purposes of a quorum. Abstentions and
broker "nonvotes" will not be counted either for or against any item submitted
for vote.
The board of directors set March 25, 1996, as the record date for the
determination of stockholders entitled to notice of and to vote at the 1996
Annual Meeting of Stockholders. On the record date, there were 670,299,642
outstanding shares of common stock, and, to the knowledge of management, no
person had beneficial ownership of more than five percent of the outstanding
shares.
1. ELECTION OF DIRECTORS
The proxies, named on the enclosed form of proxy, intend to vote each
properly executed proxy for the election of the listed nominees as directors for
the ensuing year or until their successors are elected and qualified, unless you
specify otherwise. If any nominee becomes unable to stand for election, the
proxies will be voted for substitute nominees named by the board and for the
remaining nominees unless the board reduces the number of directors to be
elected. The board of directors has no reason to expect that this will occur.
The affirmative vote of a plurality of shares present and entitled to vote
is required for the election of directors.
JOHN C. ADAMS
Mr. Adams, 56, is chairman, president, and chief executive officer of Russell
Corporation, designers, manufacturers, and marketers of apparel and fabrics. He
served as president and chief operations officer for Russell Corporation from
1991 to 1992 and president and chief executive officer from 1992 to 1993, when
he was appointed to his current position. He is a director of Aliant Bank of
Alexander City, Alabama and Aliant National Corporation. He was elected director
of the Company in 1995.
A. D. CORRELL
Mr. Correll, 54, is chairman of the board and chief executive officer of
Georgia-Pacific Corporation, manufacturers and distributors of building
products, pulp, and paper. He served as executive vice president of
Georgia-Pacific Corporation from 1989 to 1991; president and chief operating
officer of Georgia-Pacific Corporation from 1991 to May 1993; and president and
chief executive officer of Georgia-Pacific Corporation from May 1993 to December
1993, when he was appointed to his current position. He
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is a director of Georgia-Pacific Corporation and SunTrust Banks of Georgia, Inc.
He was elected director of the Company in 1994.
A. W. DAHLBERG
Mr. Dahlberg, 55, is chairman, president and chief executive officer of the
Company and chairman of the executive committee of Southern Company Services,
Inc. He served as president of the Company from 1994 until March 1995. Prior to
1994, he was president and chief executive officer of Georgia Power Company. He
is a director of Equifax, Inc., Protective Life Corporation, and Southern system
companies -- Alabama Power Company, Georgia Power Company, Southern Company
Services, Inc., Southern Electric International, Inc., and Southern Nuclear
Operating Company, Inc., and a nominee for election as a director of SunTrust
Banks, Inc. He was elected director of the Company in 1985.
PAUL J. DENICOLA
Mr. DeNicola, 47, is president and chief executive officer of Southern Company
Services, Inc. and executive vice president of the Company. He was president and
chief executive officer of Mississippi Power Company from May 1989 to April 1991
and executive vice president of Southern Company Services, Inc. from April 1991
to January 1994, when he was appointed to his current position. He is a director
of Southern system companies -- Gulf Power Company, Mississippi Power Company,
Savannah Electric and Power Company, SEI Holdings, Inc., Southern Communications
Services, Inc., Southern Company Services, Inc., Southern Electric
International, Inc., Southern Electric Wholesale Generators, Inc., Southern
Nuclear Operating Company, Inc., and The Southern Development and Investment
Group, Inc. He was elected director of the Company in 1989.
JACK EDWARDS
Mr. Edwards, 67, is a member of Hand Arendall, L.L.C., attorneys. He is a
director of HOLNAM Inc. and Northrop Grumman Corporation. He was elected
director of the Company in 1987.
H. ALLEN FRANKLIN
Mr. Franklin, 51, is president and chief executive officer of Georgia Power
Company, president of Piedmont-Forrest Corporation, and executive vice president
of the Company. Prior to 1994, he was president and chief executive officer of
Southern Company Services, Inc. He is a director of SouthTrust Corporation and
Southern system companies -- Georgia Power Company, Piedmont-Forrest
Corporation, SEI Holdings, Inc., Southern Company Services, Inc., Southern
Electric Generating Company, Southern Electric International, Inc., Southern
Electric Wholesale Generators, Inc., and Southern Nuclear Operating Company,
Inc. He was elected director of the Company in 1988.
BRUCE S. GORDON
Mr. Gordon, 49, is group president of Bell Atlantic Network Services, Inc.,
telecommunications and computer equipment services. Prior to 1993, he served as
senior vice president of marketing and sales of Bell Atlantic Network Services,
Inc. He is a director of Barfield Companies and was elected director of the
Company in 1994.
L. G. HARDMAN, III
Mr. Hardman, 56, is chairman of the board and chief executive officer of First
Commerce Bancorp, Inc.; chairman of the board of The First National Bank of
Commerce, Georgia; and chairman of the board, president, and treasurer of
Harmony Grove Mills, Inc. He is a director of Georgia Power Company and was
elected director of the Company in 1986.
ELMER B. HARRIS
Mr. Harris, 56, is president and chief executive officer of Alabama Power
Company, president of Alabama Property Company and Southern Electric Generating
Company, and executive vice president of the Company. He is a director of
AmSouth Bancorporation and Southern system companies -- Alabama Power Company,
Alabama Property Company, Southern Company Services, Inc., Southern Electric
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Generating Company, and Southern Nuclear Operating Company, Inc. He was elected
director of the Company in 1989.
WILLIAM A. PARKER, JR.
Mr. Parker, 68, is chairman of the board of Seminole Investment Company, L.L.C.,
private investments in land, securities, and warehouses. He is a director of
Georgia Power Company, Atlantic Investment Company, Genuine Parts Company,
Haverty Furniture Companies, Inc., ING North America Insurance Company, Life
Insurance Company of Georgia, and Post Properties, Inc. He was elected director
of the Company in 1973.
WILLIAM J. RUSHTON, III
Mr. Rushton, 66, is chairman emeritus of Protective Life Corporation, an
insurance concern. Prior to 1994, he was chairman of the board of Protective
Life Corporation. He is a director of Alabama Power Company and Protective Life
Corporation. He was elected director of the Company in 1971.
GLORIA M. SHATTO
Dr. Shatto, 64, is president of Berry College, Mount Berry, Georgia. She is a
director of Georgia Power Company, Becton Dickinson & Company, Kmart
Corporation, and Texas Instruments Incorporated. She was elected director of the
Company in 1984.
GERALD J. ST. PE
Mr. St. Pe, 56, is president of Ingalls Shipbuilding, Inc. division of Litton
Industries, Inc., and senior vice president of Litton Industries, Inc. He is a
director of Merchants and Marine Bank and was elected director of the Company in
1995.
HERBERT STOCKHAM
Mr. Stockham, 67, is chairman of the board of Stockham Valves & Fittings, Inc.,
manufacturers of pipe fittings and valves. He is a director of Behavioral Health
Systems, Inc., SouthTrust Corporation, and Stockham Valves & Fittings, Inc. He
was elected director of the Company in 1978.
Each nominee has served in his or her present position for at least the
past five years, unless otherwise noted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED IN PROPOSAL
NO. 1.
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ADDITIONAL INFORMATION
STOCK OWNERSHIP
The following table shows the number of shares of the Company's common
stock and preferred stock of subsidiary companies owned by the directors,
nominees, and executive officers as of December 31, 1995. It is based on
information furnished to the Company by the directors, nominees, and executive
officers. The shares owned by all directors, nominees, and executive officers as
a group constitute less than one percent of the total number of shares of the
respective classes outstanding as of December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
TITLE OF SECURITY OWNED(1)(2)
----------------------------------------------- ----------------
<S> <C> <C>
John C. Adams Southern Company common stock.................. 3,478
Thomas G. Boren Southern Company common stock.................. 16,723
A. D. Correll Southern Company common stock.................. 1,430
A. W. Dahlberg Southern Company common stock.................. 139,108
Paul J. DeNicola Southern Company common stock.................. 62,502
Jack Edwards Southern Company common stock.................. 3,510
H. Allen Franklin Southern Company common stock.................. 86,620
Bruce S. Gordon Southern Company common stock.................. 220
L. G. Hardman, III Southern Company common stock.................. 7,494
Elmer B. Harris Southern Company common stock.................. 138,012
William A. Parker, Jr. Southern Company common stock.................. 26,612
Georgia Power Company preferred stock.......... 2
William J. Rushton, III Southern Company common stock.................. 6,573
Alabama Power Company preferred stock.......... 20
Gloria M. Shatto Southern Company common stock.................. 14,648
Georgia Power Company preferred stock.......... 1,200
Gerald J. St. Pe Southern Company common stock.................. 20,180
Herbert Stockham Southern Company common stock.................. 6,690
Directors, Nominees, and
Executive Officers of the
Company as a Group Southern Company common stock.................. 760,639
(19 persons) Subsidiary companies preferred stock........... 1,222
</TABLE>
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(1) "Beneficial ownership" means the sole or shared power to vote, or to
direct the voting of, a security and/or investment power with respect to a
security.
(2) The shares shown include shares of common stock of which certain
directors and executive officers have the right to acquire beneficial ownership
within 60 days pursuant to The Southern Company Executive Stock Plan, as
follows: Mr. Boren, 6,737 shares; Mr. Dahlberg, 83,184 shares; Mr. DeNicola,
30,918 shares; Mr. Franklin, 64,202 shares; Mr. Harris, 90,131 shares; and all
directors, nominees, and executive officers of the Company as a group, 370,466
shares. Also included are shares of the Company's common stock held by the
spouses of the following directors: Mr. Edwards, 265 shares; Mr. Hardman, 100
shares; Mr. Harris, 310 shares; Mr. Parker, 51 shares; and Dr. Shatto, 11,985
shares. Also included are 1,200 shares of Georgia Power Company preferred stock
owned by Dr. Shatto's spouse. Each director disclaims any interest in these
shares owned by their spouses.
CERTAIN TRANSACTIONS
During 1995, Alabama Power Company paid Hand Arendall, L.L.C. $111,870 for
legal services. Mr. Edwards is a member of Hand Arendall, L.L.C. During 1995,
Southern Company Services, Inc. paid Bell Atlantic Network Services, Inc.
$159,601 for monthly maintenance fees on printers and terminals. Mr. Gordon is
group president of Bell Atlantic Network Services, Inc. The Company believes
that these transactions have been on terms representing competitive market
prices that are no less favorable than those available from others.
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CORPORATE GOVERNANCE
The Southern Company is organized as a holding company managed by a core
group of officers and governed by a board of directors that has been set at 14.
The nominees for election as directors consist of 10 nonemployees and four
officers.
The board of directors met 11 times in 1995. Its four standing committees
met a total of 23 times. The average attendance of all directors for the board
and committee meetings was 93 percent, with Mr. Parker attending less than 75
percent of the board and applicable committee meetings.
All standing committee members and chairmen are nonemployee directors.
CERTAIN COMMITTEES
AUDIT COMMITTEE -- The members of the Audit Committee are Mr. Hardman, chairman,
Mr. Gordon, Mr. Parker, Mr. St. Pe, and Mr. Stockham. The Audit Committee met
six times in 1995. The Audit Committee annually reviews and recommends the
selection of the Company's independent auditor and reviews the auditing firm's
fees and the scope and timing of audits. The committee reviews the independent
auditor's report or opinion on the Company's financial statements, significant
changes in accounting principles and practices, significant proposed
adjustments, and any unresolved disagreements with management concerning
accounting or disclosure matters. The committee also oversees the Company's
internal accounting and financial controls and annual internal audit plan and
activities. The Audit Committee regularly reports its recommendations and
findings to the full board of directors.
COMPENSATION & MANAGEMENT SUCCESSION COMMITTEE -- The members of the
Compensation & Management Succession Committee are Mr. Correll, chairman, Mr.
Edwards, Mr. Hardman, Mr. St. Pe, and Mr. Stockham. The Compensation &
Management Succession Committee met five times in 1995. The Compensation &
Management Succession Committee reviews the performance of the president of the
Company and recommends to the board his compensation under the base salary plan,
the Performance Pay Plan, and the Productivity Improvement Plan for Executive
Officers. It also reviews and makes recommendations to the board on certain
compensation and benefit programs applicable to the Company's subsidiaries and
administers The Southern Company Executive Stock Plan and the Outside Directors
Stock Plans. The committee also reviews the Company's management succession
plans.
GOVERNANCE COMMITTEE -- The members of the Governance Committee are Mr. Rushton,
chairman, Mr. Adams, Mr. Gordon, Mr. Parker, and Dr. Shatto. The Governance
Committee met five times in 1995. This committee identifies and recommends to
the board of directors the nominees for election to the board. The Governance
Committee expects normally to identify from its own resources the names of
qualified nominees but will accept from stockholders recommendations of
individuals to be considered as nominees. Stockholder recommendations, together
with a description of the proposed nominee's qualifications, relevant
biographical information, and the proposed nominee's signed consent to serve,
should be submitted in writing to the secretary of the Company and received by
that office by December 9, 1996. The determination of nominees recommended to
the board by the Governance Committee is within the sole discretion of the
committee, and the final selection of the board's nominees is within the sole
discretion of the board of directors. The committee also reviews and makes
recommendations to the board on directors' compensation and reviews corporate
governance issues.
COMPENSATION OF DIRECTORS
Each nonemployee director of the Company is paid an annual retainer fee of
$30,000 of which at least $5,000 is paid in Company common stock. A meeting fee
of $1,000 is paid for each meeting of the board of directors attended and for
each committee meeting attended. Also, each nonemployee committee chairman is
paid an annual retainer fee of $5,000. All or a portion of the fees payable in
cash may be deferred until membership on the board is terminated. Dr. Shatto
also was paid $1,000 for service on the Southern Company College board of
advisors.
The Company also provides retirement benefits to nonemployee directors who
are credited with a minimum of 60 months of service on the board of directors of
one or more System companies, under The Southern Company Outside Directors
Pension Plan. Eligible directors are entitled to benefits upon retirement from
the board if retirement is within five years of their normal retirement date.
The annual benefit payable is based upon length of service and varies from 75
percent to 100 percent of the annual
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retainer fee, excluding any committee retainer fee, in effect on the date of
retirement. Generally, payments continue for the greater of the lifetime of the
participant or 10 years.
EXECUTIVE COMPENSATION
COMPENSATION & MANAGEMENT SUCCESSION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The following report of the Compensation & Management Succession Committee
(the "committee") discusses generally the committee's executive compensation
objectives and policies and their relationship to corporate performance in 1995.
Also, the report specifically discusses the committee's bases for compensation
in 1995 of the Company's retired chairman of the board and chief executive
officer who served until March 1, 1995 (the "former chairman"), and the
chairman, president and chief executive officer (the "president") as reported in
the Summary Compensation Table following this report.
EXECUTIVE COMPENSATION OBJECTIVES AND POLICIES
The committee's objective is to provide a competitive compensation program
with appropriate incentives for superior corporate performance, thereby
providing a strong and direct link between corporate performance and pay.
Performance is defined in several ways, as more fully discussed below, each of
which has relevance to the Company's success in the short term, long term, or
both. Additionally, executive compensation is variable so that higher
performance leads to higher pay and lower performance results in lower pay.
Total executive compensation (base salary plus incentive compensation) is
compared with that of a group of electric and gas utility companies with similar
market and operating characteristics and within a comparable size range.
Currently, each company in that group has revenues of $3 billion and higher. All
but one of these companies are included in the 24 companies that make up the
Standard & Poor's Electric Utility Index, the peer group in the five-year
performance graph. The committee targets total executive pay levels at the
median of this selected group of companies. This is accomplished through a mix
of base compensation and short- and long-term incentive compensation. Higher
corporate performance, based on various performance measures described below,
can result in increased incentive compensation that in turn results in total
compensation that is higher than the target. Lower performance results in lower
incentive compensation and, therefore, compensation that is lower than the
median level of the selected group of companies. If certain performance
thresholds are not reached, no incentive compensation is paid.
EXECUTIVE COMPENSATION COMPONENTS
Total executive compensation, as reported in the Summary Compensation
Table, consists of three primary components: base salary, short-term incentive
compensation (annual performance bonus), and long-term incentive compensation.
The compensation components of the president of Southern Electric International,
Inc. ("Southern Electric president") are described separately where they differ
from those of the other named executive officers.
BASE SALARY. Base salary levels, including the former chairman's and
president's, are largely determined by comparison with salaries of other gas and
electric utility companies of comparable size, as reported in market surveys
prepared by independent, outside consultants. All but one of these companies are
included in the 24 companies that comprise the Standard & Poor's Electric
Utility Index. A salary range above and below the median salary reported in such
surveys is established. Base salary increases are based on individual job
performance and set within the established competitive salary range. Base salary
also can be increased based on a significant increase in job responsibilities.
The former chairman's base salary level was above the median in 1995; the
president's and named executive officers' base salary levels were at or below
the median.
ANNUAL PERFORMANCE BONUS. All regular employees of the Company's
subsidiaries, except those employed by Southern Electric International, Inc. and
The Southern Development and Investment Group, Inc., not part of a collective
bargaining unit, are eligible to receive an annual performance bonus under the
Company's Performance Pay Plan.
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Amounts paid to executive officers for 1995 performance were based on the
achievement of corporate performance goals and individual objectives. Corporate
performance goals are designed to improve operating results in the areas of
earnings (return on common equity), competitive cost of electricity, and
customer satisfaction. Individual objectives are goals and initiatives that link
the corporate performance goals and the Company's strategic direction. The
committee believes that achievement of these goals is essential for the
Company's continued success and sustained financial performance. The plan
provides, that in the discretion of the chief executive officer of the Company,
extraordinary expenses or income may be excluded for the purpose of calculating
the amount available for the payment of awards.
A target performance level is set for each goal. Awards paid are based on
performance relative to the established target. Performance above the target
level results in proportionately higher payout. Likewise, performance below the
target results in proportionately lower payout. No awards are made if
performance is below a threshold level or if a minimum earnings level is not
achieved. Also, no awards are made if the Company's current earnings are
insufficient to fund its common stock dividend at the same level as the prior
year.
The earnings target requires the Company's return on common equity to rank
in the highest quartile of a large group (approximately 100) of investor-owned
electric utility companies -- the companies with which the Company competes for
investors. All of the companies in the Standard & Poor's electric utility index
are included in this group. The Company's position was in the highest quartile
for 1995. The competitive cost of electricity target requires the Company to
establish and keep cost of service in the lowest quartile of 16 electric
utilities in the southeastern United States -- the primary companies with which
the Company competes for markets -- by 1996. More than one-half of these
companies are included in the Standard & Poor's Electric Utility Index. The
Company continued to cut costs aggressively and moved into the lowest quartile
in 1995. The customer satisfaction target required the Company to rank in the
best quartile among Southeastern utilities. During 1995, the company achieved a
record high rating of 68.3 percent of "very satisfied" customers -- moving the
Company into the best quartile. Corporate performance exceeded the target levels
in all three areas in 1995, resulting in proportionately higher awards. The
weight assigned the achievement of corporate performance goals in determining
annual performance bonuses paid to the executive officers for 1995 performance
averaged 50 percent (with the earnings goal weighted significantly higher) and
the remainder attributable to the achievement of individual performance
objectives.
The president's target annual performance award opportunity for full
achievement of goals was 10 percent of his base salary. Of the annual
performance bonus paid to the president for 1995 performance, 70 percent was
based on the corporate performance goals of return on common equity, customer
satisfaction, and cost of service, with the remainder based on individual
objectives regarding leadership and strategic initiatives designed to strengthen
the Company's performance on a short-term and long-term basis. The committee
found that, under all measurement criteria, performance met or exceeded the
targets established for 1995. This resulted in an award under the plan that
exceeded the target award opportunity. Under the terms of the plan, the former
chairman received a prorated award, based on the same criteria as the
president's award.
LONG-TERM INCENTIVE COMPENSATION. Long-term incentives for executive
officers, including the former chairman and president, are provided through
annual grants of performance awards under the Productivity Improvement Plan and
annual grants of stock options under the Executive Stock Plan. The committee
believes that, together, these plans reflect two primary means of motivating and
rewarding improvement in the long-term performance of the Company. Performance
awards result in additional compensation based on the Company's average return
on common equity performance over a four-year period ranked against a group of
electric utility companies located in the southeastern United States. Stock
options provide gains to executives only if, in the long term, the Company's
common stock price improves over the fair market value of the stock on the date
options are granted.
Productivity Improvement Plan. The named executive officers participating
in the plan are granted a number of units, valued at $1.00 each, equal to 65
percent of their respective salary range midpoint at the beginning of the
four-year performance period. The target award set under the plan of $1.00 per
unit requires the Company's return on equity over the four-year performance
period to rank in the top quartile of the selected group of companies. The value
of the units at the end of the performance period may range from $.50 if the
Company's return on equity is in the second highest quartile to $2.00 if the
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Company's return on equity is the best of the selected group. No awards are paid
if the Company's return on equity is below the median or if the Company's
current earnings are insufficient to fund its common stock dividend at the same
level as the prior year.
For the performance period January 1, 1992, through December 31, 1995, the
Company's return on equity was the second highest of the selected group,
resulting in each unit granted to the executive officers, including the former
chairman and the president, being valued at $1.80.
The Southern Electric president does not participate in the Productivity
Improvement Plan, however, based on the degree of achievement of pre-determined
goals, the Southern Electric president is awarded a bonus, one-half of which is
paid in cash at the end of the year and one-half is deferred under the Southern
Electric International, Inc. Deferred Incentive Compensation Plan. The deferred
portion is awarded in units that are adjusted -- up or down -- based upon the
total return on the Company's common stock and the performance of Southern
Electric's investment projects. The units are payable in cash at the end of a
four-year performance period, unless an election to extend the deferral period
is made by a participant at least 12 months before the scheduled distribution
date. The Southern Electric president's goals for 1995 were related to: (1)
achieving a prescribed net income; (2) contributing positively to the Company's
return on equity; (3) continuing to position Southern Electric for future
growth; and (4) increasing shareholder value of existing projects. Southern
Electric greatly exceeded its targets in 1995 except for the fourth goal.
Shareholder value of existing projects was increased in 1995, but did not reach
the target.
Stock Option Grants. Under the Company's Executive Stock Plan, executive
officers, including the former chairman and the president, are granted stock
options that give them the right to purchase shares of the Company's common
stock at a specified price. Stock option grants are one of the components of
total executive compensation.
As discussed above, total executive compensation is targeted at the median
total compensation paid by the selected group of large electric and gas utility
companies. The estimated annualized value of the stock options granted, if
targeted performance were achieved, represented approximately 10 percent of the
targeted compensation levels for the last fiscal year. Neither the size of prior
option grants nor the number of outstanding grants was considered in determining
the size of the latest grants.
The committee believes that granting stock options aligns the interests of
executives with those of common stockholders in two ways. First, because the
exercise price of all stock options granted under the plan is equal to the fair
market value on the grant date, there must be an appreciation in the price of
the common stock for participants to benefit. Second, long-term performance is
encouraged because options vest annually at a rate of 25 percent on the
anniversary date of the grant.
SUMMARY
The committee's policy in setting executive compensation and in
establishing the appropriate balance among fixed, short-term, and long-term
compensation is designed to clearly link pay and performance. The committee
believes that its executive compensation program rewards executives more as
stockholders are rewarded. Total executive compensation is increasingly weighted
toward long-term incentives and, therefore, toward long-term Company performance
and total shareholder return. To achieve these goals, the committee frequently
reviews the various pay plans and policies and modifies them as it deems
necessary to continue to attract, retain, and motivate talented executives and
to pay them competitively.
MEMBERS OF THE COMPENSATION COMMITTEE:
<TABLE>
<S> <C>
A. D. Correll, Chairman G. J. St. Pe
J. Edwards H. Stockham
L. G. Hardman, III
</TABLE>
9
<PAGE> 12
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the Company's retired
chairman of the board and chief executive officer and the current chairman,
president and chief executive officer, and each of the other four most highly
compensated executive officers of the Company serving as of December 31, 1995.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------------
NUMBER OF
SECURITIES LONG-TERM
ANNUAL COMPENSATION OTHER UNDERLYING INCENTIVE
---------------------------- ANNUAL STOCK PLAN ALL OTHER
SALARY BONUS COMPENSATION OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)(1) ($)(2)
- --------------------------- ---- ------- ------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
E. L. Addison 1995 147,265 0 32,135 0 866,493 95,633
Retired Chairman & CEO, 1994 787,239 162,930 5,227 58,267 425,840 45,012
The Southern Company(3) 1993 734,714 148,118 9,527 47,118 339,714 47,909
A. W. Dahlberg 1995 722,489 120,415 6,577 52,203 866,493 40,755
Chairman, President & CEO, 1994 600,026 120,415 6,579 43,062 306,459 32,630
The Southern Company 1993 477,967 96,331 17,707 30,644 225,406 44,547
T. G. Boren 1995(4) 248,333 298,497(5) 12,579 13,295 0 10,215
President,
Southern Electric
International
P. J. DeNicola 1995 384,845 50,464 3,037 26,297 479,747 21,573
President, 1994 361,618 74,294 3,540 26,569 188,858 21,381
Southern Company Services 1993 313,970 63,641 6,832 14,996 132,986 24,436
H. A. Franklin 1995 456,366 82,935 3,936 31,960 561,024 25,493
President, 1994 415,954 87,763 30,078 31,386 203,201 100,201
Georgia Power Company 1993 365,000 73,584 16,438 23,408 140,650 37,298
E. B. Harris 1995 458,940 74,204 5,956 32,170 494,447 26,058
President, 1994 436,280 96,711 13,882 31,441 236,642 24,467
Alabama Power Company 1993 418,818 117,630 23,469 26,892 198,131 39,388
</TABLE>
- ---------------
(1) Payouts made in 1994, 1995, and 1996 for the four-year performance
periods ending December 31, 1993, 1994, and 1995, respectively.
(2) Company contributions in 1995 to the Employee Savings Plan, Employee
Stock Ownership Plan, and nonpension related accruals under the Supplemental
Benefit Plan (ERISA excess plan under which accruals are made to offset Internal
Revenue Code imposed limitations under the Employee Savings and Stock Ownership
Plans) for the following: Mr. Addison -- $1,406, $1,151, and $14,744; Mr.
Dahlberg -- $7,781, $1,151, and $31,823; Mr. Boren -- $7,650, $1,151, and
$1,414; Mr. DeNicola -- $6,750, $1,151, and $13,672; Mr. Franklin -- $6,750,
$1,151, and $17,592; and Mr. Harris -- $6,750, $1,151, and $18,157. Also
included for Mr. Addison is compensation for unused vacation of $78,332.
(3) Mr. Addison retired effective March 1, 1995.
(4) Mr. Boren did not serve as an executive officer of the Company prior to
1995.
(5) Includes a one-time award of $48,497 under the key contributor program
in recognition of exemplary performance in 1995. The key contributor program
permits an eligible employee's supervisor to make a "spot" award apart from any
other compensation plan to recognize a significant contribution made by the
employee. Mr. Boren received such an award on the recommendation of the
president of The Southern Company.
STOCK OPTION GRANTS
The following table sets forth all stock option grants to the named
executive officers during the year ending December 31, 1995.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF
SECURITIES GRANT DATE VALUE
UNDERLYING % OF TOTAL ----------------
OPTIONS OPTIONS GRANTED EXERCISE OR GRANT DATE
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME (#)(1) FISCAL YEAR(2) ($/SH)(1) DATE(1) ($)(3)
- -------------------------------- ---------- --------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
E. L. Addison................... 0 -- -- -- --
A. W. Dahlberg.................. 52,203 4 21.625 07/17/2005 148,779
T. G. Boren..................... 13,295 1 21.625 07/17/2005 37,891
P. J. DeNicola.................. 26,927 2 21.625 07/17/2005 76,742
H. A. Franklin.................. 31,960 3 21.625 07/17/2005 91,086
E. B. Harris.................... 32,170 3 21.625 07/17/2005 91,685
</TABLE>
- ---------------
(1) Grants were made on July 17, 1995, and vest annually at a rate of 25
percent on the anniversary date of the grant. Grants fully vest upon termination
incident to death, total disability, or
10
<PAGE> 13
retirement. The exercise price is the average of the high and low fair market
value of the Company's common stock on the date granted.
(2) A total of 1,161,174 stock options were granted in 1995 to employees
participating in the Company's Executive Stock Plan.
(3) Based on the Black-Scholes option valuation model. The actual value, if
any, an executive officer may realize ultimately depends on the market value of
the Company's common stock at a future date. This valuation is provided pursuant
to Securities and Exchange Commission disclosure rules. There is no assurance
that the value realized will be at or near the value estimated by the
Black-Scholes model. Assumptions used to calculate this value: price
volatility -- 16.323 percent; risk-free rate of return -- 6.28 percent; dividend
yield -- 5.64 percent; and time to exercise -- 10 years.
AGGREGATED STOCK OPTION EXERCISES IN 1995 AND YEAR-END OPTION VALUES
The following table sets forth information concerning options exercised
during the year ending December 31, 1995, by the named executive officers and
the value of unexercised options held by them as of December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
NUMBER OF YEAR-END(#) YEAR-END($)(2)
SHARES ACQUIRED VALUE REALIZED ------------------------- -------------------------
NAME ON EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------ --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
E. L. Addison..... 207,842 2,346,553 105,385/0 495,528/0
A. W. Dahlberg.... Not exercised 0 83,184/108,379 635,073/450,394
T. G. Boren....... 8,096 49,706 6,737/28,360 30,397/119,706
P. J. DeNicola.... Not exercised 0 30,918/58,398 210,228/247,326
H. A. Franklin.... Not exercised 0 64,202/72,046 519,295/302,725
E. B. Harris...... Not exercised 0 90,131/76,706 756,465/326,944
</TABLE>
- ---------------
(1) The "Value Realized" is ordinary income, before taxes, and represents
the amount equal to the excess of the fair market value of the shares at the
time of exercise above the exercise price.
(2) This column represents the excess of the fair market value of the
Company's common stock of $24.625 per share, as of December 31, 1995, above the
exercise price of the options. One column reports the "value" of options that
are vested and therefore could be exercised; the other the "value" of options
that are not vested and therefore could not be exercised as of December 31,
1995.
LONG-TERM INCENTIVE PLANS -- AWARDS IN 1995
The following table sets forth the long-term incentive plan awards made to
the named executive officers for the performance period January 1, 1995, through
December 31, 1998.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER
PERFORMANCE OR NON-STOCK PRICE BASED PLANS
OTHER PERIOD UNTIL -----------------------------
NUMBER OF MATURATION OR THRESHOLD TARGET MAXIMUM
NAME UNITS(1) PAYOUT ($)(2) ($)(2) ($)(2)
- -------------------------------------- --------- ------------------ --------- ------- -------
<S> <C> <C> <C> <C> <C>
E. L. Addison......................... 0 -- -- -- --
A. W. Dahlberg........................ 481,385 4 years 240,963 481,385 962,770
T. G. Boren(3)........................ 1,500 4 years -- -- --
P. J. DeNicola........................ 266,526 4 years 133,263 266,526 533,052
H. A. Franklin........................ 311,680 4 years 155,840 311,680 623,360
E. B. Harris.......................... 274,693 4 years 137,347 274,693 549,386
</TABLE>
- ---------------
(1) A performance unit is a method of assigning a dollar value to a
performance award opportunity. Under the Productivity Improvement Plan for
Executive Officers of the Company (the "plan") the number of units granted to
named executive officers (except Mr. Boren who does not participate in the plan)
is 65 percent of their base salary range midpoint, with each unit valued at
$1.00. No awards are paid unless the participant remains employed by the Company
through the end of the performance period.
(2) The threshold, target, and maximum value of a unit under the plan is
$0.50, $1.00, and $2.00, respectively, and can vary based on the Company's
return on common equity relative to a selected group of electric and gas
utilities in the southeastern United States. If certain minimum performance
relative to the selected group is not achieved, there will be no payout; nor is
there a payout if the current earnings of the Company are not sufficient to fund
the dividend rate paid in the last calendar year. The plan provides that in the
discretion of the committee extraordinary income may be excluded for purposes of
calculating
11
<PAGE> 14
the amount available for the payment of awards. All awards are payable in cash
at the end of the performance period.
(3) Mr. Boren is awarded a number of units, valued at $100 each, by the
board of directors of Southern Electric International, Inc. under its Deferred
Incentive Compensation Plan. The number of units payable at the end of the
four-year performance period is adjusted by a performance index based on the
return on common equity of Company common stock and the performance of Southern
Electric's investment projects. At the end of the four-year period, the units,
as adjusted, are payable in cash unless the participant elects, 12 months in
advance of the end of the period, to defer receipt of the award. No awards are
paid unless the participant remains employed by the Company through the end of
the performance period.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF ACCREDITED SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000..................... $ 12,750 $ 17,000 $ 21,250 $ 25,500 $ 29,750 $ 34,000
100,000..................... 25,500 34,000 42,500 51,000 59,500 68,000
300,000..................... 76,500 102,000 127,500 153,000 178,500 204,000
500,000..................... 127,500 170,000 212,500 255,000 297,500 340,000
700,000..................... 178,500 238,000 297,500 357,000 416,500 476,000
800,000..................... 204,000 272,000 340,000 408,000 476,000 544,000
</TABLE>
The above table sets forth the estimated combined annual pension benefits
under the pension and supplemental defined benefit plans in effect during 1995.
Employee compensation covered by the pension and supplemental benefit plans for
pension purposes is limited to the average of the highest three of the final 10
years' base salary and wages (reported under column titled "Salary" in the
Summary Compensation Table on page 10). As of December 31, 1995, the applicable
compensation levels for Messrs. Addison, Dahlberg, Boren, DeNicola, Franklin,
and Harris would have been $789,968; $612,108; $230,465; $359,288; $422,496; and
$442,020, respectively. As of December 31, 1995, Messrs. Dahlberg, Boren,
DeNicola, Franklin, and Harris had 35, 26, 25, 24, and 37 years, respectively,
of accredited service.
The amounts shown in the table were calculated according to the final
average pay formula and are based on a single life annuity without reduction for
joint and survivor annuities (although married employees are required to have
their pension benefits paid in one of various joint and survivor annuity forms,
unless the employee elects otherwise with the spouse's consent) or computation
of the Social Security offset that would apply in most cases. This offset
amounts to one-half of the estimated Social Security benefit (primary insurance
amount) in excess of $3,000 per year times the number of years of accredited
service, divided by the total possible years of accredited service to normal
retirement age.
12
<PAGE> 15
FIVE-YEAR PERFORMANCE GRAPH
The following performance graph compares the cumulative total shareholder
return on the Company's common stock with the Standard & Poor's Electric Utility
Index and the Standard & Poor's 500 Index for the past five years. The graph
assumes that the value of the investment in the Company's common stock and each
index was $100 on December 31, 1990, and that all dividends are reinvested. The
shareholder return shown below for the five-year historical period may not be
indicative of future performance.
[GRAPH]
<TABLE>
<CAPTION>
Southern
Measurement Period Company- S&P Electric S&P 500
(Fiscal Year Covered) Common Stock Utility Index Index
<S> <C> <C> <C>
1990 100 100 100
1991 133 130 130
1992 159 138 140
1993 192 155 155
1994 185 135 157
1995 241 177 215
</TABLE>
APPOINTMENT OF INDEPENDENT AUDITORS
The board of directors, upon recommendation of the Audit Committee, has
selected Arthur Andersen LLP as independent auditors for 1996. Representatives
of Arthur Andersen LLP are expected to be present at the annual meeting and will
have an opportunity to make a statement if they desire and to respond to
appropriate questions from stockholders.
2. OTHER BUSINESS
The board of directors is not aware of any other matters to be presented at
the annual meeting for stockholder action. However, the holders of the proxies
intend to vote in their discretion on any properly presented matters.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by the Company and includes
reimbursement to brokers, banks, nominees, and other fiduciaries for forwarding
proxy material to beneficial owners in accordance with regulations of the
Securities and Exchange Commission and the New York Stock Exchange. Officers and
other employees of the Company or its subsidiaries may solicit proxies
personally or by telephone in certain instances in an effort to have larger
representation at the meeting.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
The deadline for the receipt of stockholder proposals for consideration for
inclusion in the Company's proxy statement and form of proxy for the 1997 Annual
Meeting of Stockholders is December 9, 1996.
YOUR VOTE IS IMPORTANT
To save the Company the expense of a second proxy mailing, please mark,
date, sign, and promptly return the enclosed form of proxy.
The Company's 1995 Annual Report to the Securities and Exchange Commission
on Form 10-K will be provided without charge to each stockholder upon written
request to Tommy Chisholm, Secretary, The Southern Company, 270 Peachtree
Street, Suite 2200, Atlanta, Georgia 30303.
13
<PAGE> 16
[ARTWORK TO BE SUPPLIED]
(LOGO)
<PAGE> 17
EXPLANATION OF DIFFERENCES BETWEEN
CIRCULATED DOCUMENT AND ELECTRONIC DOCUMENT
Notice of Annual Meeting and Proxy Statement
1. Company logos appear on the front cover and page 1 of the folio.
2. The back cover contains the phrase "Printed on Recycled Paper" with the
appropriate logo.
3. The front and back cover of the circulated document contains a graphic
that duplicated the cover of the annual report to stockholders - a
medal on a striped ribbon.
<PAGE>
EXHIBIT 21A
This sheet contains your proxy card and ticket to the annual meeting.
As always, we appreciate you voting your proxy and promptly returning it to
us in the envelope provided. Also, mark the appropriate oval on the proxy card
if you plan to attend the annual meeting. A map with directions to the Gwinnett
Civic and Cultural Center is on the other side of this page.
The top half of this sheet is your admission ticket for registration at the
annual meeting. Please bring it with you to the meeting.
DETACH AND MAIL BOTTOM PORTION
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED "FOR" ITEM 1.
MARKING INSTRUCTIONS
. Use a No. 2 pencil or blue or black ink pen only.
. Make solid marks that fill the oval completely.
. Make no stray marks on this form.
. CORRECT MARK __
The Board of Directors recommends a vote "FOR" item 1.
(1) ELECTION OF DIRECTORS: J.C. Adams, A.D. Corell, A.W. Dahlberg, P.J.
DeNicola, J. Edwards, H.A. Franklin, B.S. Gordon, L.G. Hardman, III, E.B.
Harris, W.A. Parker, Jr., W.J. Rushton, III, G.M. Shatto, G.J. St. Pe, H.
Stockham
__ FOR all nominees listed above (except as marked to the contrary to the
right)
__ WITHHOLD authority to vote for all nominees listed above
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
_______________________________
__ Mark here if attending annual meeting.
Please mark, date, and sign exactly as name appears and return this proxy
card promptly in the enclosed envelope to The Southern Company, Stockholder
Services, P.O. Box 105700, Atlanta, Georgia 30352-9870.
Signature(s) _____________________ __________________________
Date ______________________, 1996
<PAGE>
Directions
Traveling north on Interstate 85: Take Exit 42 -- Highway 120, turn left going
west on Highway 120, turn right on Satellite (second traffic light after
exiting), go straight for 0.7 mile to facility entrance on left.
Traveling south on Interstate 85: Take Exit 42 -- Highway 120, turn right going
west on Highway 120, turn right on Satellite (first traffic light after
exiting), go straight for 0.7 mile to facility entrance on left.
DETACH AND MAIL BOTTOM PORTION
PROXY FORM SOUTHERN COMPANY LOGO PROXY FORM
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS MAY 22, 1996
The undersigned hereby appoints A.W. DAHLBERG and W.L. WESTBROOK, or either of
them, proxies with full power of substitution in each, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Stockholders of THE
SOUTHERN COMPANY, to be held at the Gwinnett Civic and Cultural Center, Atlanta,
Georgia at 10:00 a.m. (EDT), and any adjournments thereof, on all matters
legally coming before the meeting including, without limitation, the proposal
listed on the reverse side hereof.
(C) Copyright 1996 by National Computer Systems, Inc. All rights reserved.
<PAGE>
EXHIBIT 21B
This Proxy Is For Your Combined E.S.O.P. and E.S.P. (if any) Shares.
This sheet contains your proxy card and ticket to the annual meeting.
As always, we appreciate you voting your proxy and promptly returning it to
us in the envelope provided. Also, mark the appropriate oval on the proxy card
if you plan to attend the annual meeting. A map with directions to the Gwinnett
Civic and Cultural Center is on the other side of this page.
The top half of this sheet is your admission ticket for registration at the
annual meeting. Please bring it with you to the meeting.
DETACH AND MAIL BOTTOM PORTION
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED "FOR" ITEM 1.
MARKING INSTRUCTIONS
. Use a No. 2 pencil or blue or black ink pen only.
. Make solid marks that fill the oval completely.
. Make no stray marks on this form.
. CORRECT MARK __
The Board of Directors recommends a vote "FOR" item 1.
(1) ELECTION OF DIRECTORS: J.C. Adams, A.D. Corell, A.W. Dahlberg, P.J.
DeNicola, J. Edwards, H.A. Franklin, B.S. Gordon, L.G. Hardman, III, E.B.
Harris, W.A. Parker, Jr., W.J. Rushton, III, G.M. Shatto, G.J. St. Pe, H.
Stockham
__ FOR all nominees listed above (except as marked to the contrary to the
right)
__ WITHHOLD authority to vote for all nominees listed above
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
_______________________________
__ Mark here if attending annual meeting.
Please mark, date, and sign exactly as name appears and return this proxy
card promptly in the enclosed envelope to The Southern Company, Bin 112,
64 Perimeter Center East, Atlanta, Georgia 30346.
Signature(s) _____________________ __________________________
Date ______________________, 1996
<PAGE>
Directions
Traveling north on Interstate 85: Take Exit 42 -- Highway 120, turn left going
west on Highway 120, turn right on Satellite (second traffic light after
exiting), go straight for 0.7 mile to facility entrance on left.
Traveling south on Interstate 85: Take Exit 42 -- Highway 120, turn right going
west on Highway 120, turn right on Satellite (first traffic light after
exiting), go straight for 0.7 mile to facility entrance on left.
DETACH AND MAIL BOTTOM PORTION
PROXY FORM SOUTHERN COMPANY LOGO PROXY FORM
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS MAY 22, 1996
The undersigned hereby appoints A.W. DAHLBERG and W.L. WESTBROOK, or either of
them, proxies with full power of substitution in each, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Stockholders of THE
SOUTHERN COMPANY, to be held at the Gwinnett Civic and Cultural Center, Atlanta,
Georgia at 10:00 a.m. (EDT), and any adjournments thereof, on all matters
legally coming before the meeting including, without limitation, the proposal
listed on the reverse side hereof.
(C) Copyright 1996 by National Computer Systems, Inc. All rights reserved.
<PAGE>
(LOGO)
PROXY EXHIBIT 21-C
<TABLE>
<S> <C>
THE SOUTHERN COMPANY
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
For Annual Meeting of Stockholders May 22, 1996
The undersigned hereby appoints A. W. DAHLBERG and W. L. WESTBROOK, or either of them, proxies with full power of
substitution in each, to vote all shares the undersigned is entitled to vote at the Annual Meeting of Stockholders of
THE SOUTHERN COMPANY, to be held at the Gwinnett Civic and Cultural Center, Atlanta, Georgia, at 10:00 a.m. (EDT), and
any adjournments thereof, on all matters legally coming before the meeting including, without limitation, the proposal
listed on the reverse side hereof.
Please mark, date, and sign exactly as name appears and return
this proxy card promptly in the enclosed envelope to The
Southern Company, Stockholder Services, P.O. Box 105700,
Atlanta, Georgia 30352-9870.
Date_____________________________________________ , 1996
_______________________________________________________
_______________________________________________________
Signature(s)
(CONTINUED ON OTHER SIDE)
</TABLE>
UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED "FOR" ITEM 1.
<TABLE>
<S> <C> <C>
Election of Directors
(1) FOR all nominees listed below / /
J. C. Adams, A. D. Correll, A. W. Dahlberg, P. J. DeNicola, J. Edwards, H. A.
Franklin, B. S. Gordon, L. G. Hardman, III, E. B. Harris, W. A. Parker, Jr., W.
J. Rushton, III, G. M. Shatto, G. J. St. Pe, H. Stockham
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
_______________________________________________________
WITHHOLD vote for all nominees / /
</TABLE>
