As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 33-57951
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE SOUTHERN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 58-0690070
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
770-393-0650
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TOMMY CHISHOLM, Secretary
THE SOUTHERN COMPANY
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
404-506-0540
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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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 LLP
THE SOUTHERN COMPANY 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this post-effective amendment to the
registration statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION
DATE OF ISSUANCE: SEPTEMBER 20, 1996
PROSPECTUS
THE SOUTHERN COMPANY
SOUTHERN INVESTMENT PLAN
The Southern Company (the "Company" or "Southern") is pleased to offer
participation in the Southern Investment Plan (the "Plan"). The Plan, effective
January 1, 1997, provides each shareholder of record of the Company's Common
Stock with a convenient and economical way of purchasing additional shares of
Common Stock through the reinvestment of cash dividends and/or through optional
cash payments. Any shareholder of record is eligible to participate and may
invest a minimum of $25 per payment and up to a maximum of $150,000 per calendar
year. Persons who are not shareholders of record may become participants by
making an initial payment of $250.
The Southern Investment Plan amends and restates in its entirety the
Company's Dividend Reinvestment and Stock Purchase Plan (DRP). If a shareholder
is participating in DRP as of the effective date of the Southern Investment
Plan, the shareholder will be automatically enrolled in the Plan with respect to
all shares of Common Stock registered in his or her DRP account, unless such
shareholder instructs the Plan's Administrator in writing to close the account
or to alter the conditions of participation.
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from newly issued shares or shares purchased on the open market.
Any open market purchases or sales will be effected through a bank or registered
broker-dealer acting as an Independent Agent. The Common Stock is listed on the
New York Stock Exchange.
To the extent required by applicable law in any jurisdiction, shares of
Common Stock, offered under the Southern Investment Plan to persons not
presently shareholders of record of Common Stock, are offered only through a
registered broker-dealer in such jurisdiction.
This Prospectus contains a summary of the material provisions of the
Plan and should be retained by Participants for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ___, 1996
<PAGE>
CONTENTS
Page
AVAILABLE INFORMATION 3
THE COMPANY 4
THE PLAN
Purpose 4
Features 4
Administration 5
Eligibility 6
Enrollment 6
Dividend Options 7
Optional Cash Payments 8
Purchase of Common Stock 9
Plan Shares 10
Sale of Plan Shares 11
Reports to Participants 11
Closing An Account 12
Costs and Expenses 12
Other Information 13
INTERPRETATION OF THE PLAN 14
FEDERAL TAX CONSEQUENCES 14
USE OF PROCEEDS 14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 14
APPENDIX A: Southern Investment Plan Fee Schedule 15
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AVAILABLE INFORMATION
This Prospectus is prepared and distributed by Southern, the issuer of the
securities offered hereby, and is part of a Registration Statement covering
approximately 55,907,615 shares of Southern's common stock, $5 par value,
registered for purchase under the Southern Investment Plan. The principal
executive offices of Southern are located at 270 Peachtree Street, N. W.,
Atlanta, Georgia 30303, and the telephone number is 770/393-0650.
-------------------
No broker, dealer, salesman or other person has been authorized to give any
information or to make any representations not contained or incorporated in this
Prospectus in connection with the offering made hereby and, if given or made,
such information or representations must not be relied upon as having been so
authorized. This Prospectus does not constitute an offer of any securities other
than the registered securities to which it relates, or an offer to sell or a
solicitation of an offer to buy to any person in any jurisdiction in which such
offer or solicitation would be unlawful. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time subsequent to
the date of this Prospectus.
-------------------
Southern is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"SEC"). Such reports, proxy statements and other information can be inspected
and copied at the offices of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Suite 1400, Chicago,
Ill.; and 13th Floor, Seven World Trade Center, New York, N.Y. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants including Southern that file
electronically at http://www.sec.gov. The common stock of Southern is listed on
the New York Stock Exchange, where reports, proxy statements and other
information concerning Southern can be inspected.
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THE SOUTHERN COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
HEREIN UNDER THE CAPTION "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO TOMMY
CHISHOLM, SECRETARY, THE SOUTHERN COMPANY, 270 PEACHTREE STREET, N. W., ATLANTA,
GEORGIA 30303.
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8
THE SOUTHERN COMPANY
Southern was incorporated under the laws of Delaware on November 9,
1945. Southern is domesticated under the laws of Georgia and is qualified to do
business as a foreign corporation under the laws of Alabama. The principal
executive offices of Southern are located at 270 Peachtree Street, N.W.,
Atlanta, Georgia 30303, and the telephone number is (770) 393-0650.
Southern owns all the outstanding common stock of Alabama Power Company
("ALABAMA"), Georgia Power Company ("GEORGIA"), Gulf Power Company ("GULF"),
Mississippi Power Company ("MISSISSIPPI") and Savannah Electric and Power
Company ("SAVANNAH") (ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH being
collectively referred to herein as the "operating affiliates"), each of which is
an operating public utility company, and of Southern Company Services, Inc. (the
system service company). ALABAMA and GEORGIA each owns 50% of the outstanding
common stock of Southern Electric Generating Company ("SEGCO"). The operating
affiliates supply electric service in the states of Alabama, Georgia, Florida,
Mississippi and Georgia, respectively, and SEGCO owns generating units at a
large electric generating station which supplies power to ALABAMA and GEORGIA.
Southern also owns all the outstanding common stock of Southern Electric
International, Inc. ("SEI"), The Southern Development and Investment Group, Inc.
("Southern Development"), Southern Nuclear Operating Company, Inc. ("Southern
Nuclear") and Southern Communications Services, Inc. ("Southern
Communications"). SEI designs, builds, owns and operates power production and
delivery facilities and provides a broad range of technical services to
industrial companies and utilities in the United States and a number of
international markets. Southern Development explores, develops and markets
energy management services and other business lines relating to Southern's core
business of generating and distributing energy. Southern Nuclear provides
services to the Southern electric system's nuclear plants. Southern
Communications provides digital wireless communications services to the
operating affiliates and regional non-affiliates.
THE SOUTHERN INVESTMENT PLAN
PURPOSE
1. What is the purpose of the Southern Investment Plan?
The purpose of the Southern Investment Plan (the Plan) is to provide existing
shareholders with an economical and convenient way to increase their holdings in
Southern Company Common Stock. The Southern Investment Plan is also available to
new investors to make an initial investment in the Common Stock of the Company.
To the extent that shares for the Plan are purchased from the Company, the funds
will be used for general corporate purposes.
The Southern Investment Plan replaces the Company's Dividend Reinvestment and
Stock Purchase Plan (DRP) in its entirety and current DRP participants will be
automatically enrolled in the Southern Investment Plan.
FEATURES
2. What are some of the key features of the Southern Investment Plan?
The Plan has a direct purchase feature that enables persons not presently
owning Southern Company shares to become Participants by making an Initial
Cash Payment of at least $250 for the purchase of Common Stock.
Participants can invest, through Optional Cash Payments, a maximum total
amount of $150,000 per calendar year.
Shares will be purchased with Optional Cash Payments twice a month.
In addition to sending in checks, Participants can also make monthly
Optional Cash Payments via electronic withdrawals (direct debit) from their
bank account.
Participants may acquire additional shares of Common Stock by reinvesting
all or a portion of their dividends in additional shares of Common Stock.
Stock certificates can be deposited into a Participant's Plan account as
book-entry shares.
Participants have the option of receiving or reinvesting the dividends on
book-entry Plan shares.
Dividends can be received by check or electronic deposit to a bank
account.
Plan accounts will be credited with dividends on all whole and fractional
Plan shares.
Plan shares may be sold through the Plan, subject to certain restrictions
and limitations.
Participants may direct the transfer of all or a portion of their Plan
shares, subject to standard transfer rules and requirements.
ADMINISTRATION
3. Who administers the Plan?
The Plan is administered by Southern Company Services, Inc. ("SCS"), the
Company's stock transfer agent, registrar and dividend disbursing agent. As
Administrator, SCS acts as agent for Participants and keeps records, sends
statements and performs other duties relating to the Plan. SCS reserves the
right to resign as Plan Administrator at any time, whereupon Southern would
designate a new administrator.
4. How do I contact the Plan Administrator?
When communicating with the Administrator, Participants should provide their
account number, taxpayer identification number, and a daytime telephone number.
Correspondence/Enrollments: Courier Delivery: Optional Cash Payments Only:
SCS Stockholder Services SCS Stockholder Southern OCP
P.O. Box Services P.O. Box 105894
Atlanta, GA Atlanta, GA Atlanta, GA. 30348-5894
Phone: Internet: E-Mail:
Stockholder Information Line www.southernco.com [email protected]
Toll-free (800) 554-7626 (include E-Mail return
Atlanta ( ) address)
Fax ( )
5. In what form are instructions given to the Administrator?
Instructions from a Participant to the Administrator must be in writing. In the
future, the Administrator may allow certain instructions to be given in other
forms.
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6. Is it important that I stay in contact with the Plan Administrator?
Yes. Many state unclaimed property laws specify that if an account owner does
not initiate "active contact" with an administrator or agent during any
three-year period, the property in the account may be deemed "abandoned". For
accounts that meet a state's definition of "abandoned", the administrator may be
legally required to transfer the property in the account, including shares and
dividends, to the state of the account's last known residence. To prevent this
from occurring to a Plan account, Participants can vote their proxy each year or
periodically contact the Administrator and request their account be updated.
Participants should also notify the Administrator of any change of address.
7. May the Plan be amended, suspended or terminated?
Yes. Southern reserves the right to suspend, modify or terminate the Plan at any
time. All Participants will receive notice of any such suspension, material
substantive modification, or termination.
8. Who purchases and sells stock for the Plan?
The Administrator will appoint a registered broker-dealer or bank as Independent
Agent to purchase and sell stock on behalf of the Plan. The Administrator
reserves the right to change the Independent Agent without notice.
ELIGIBILITY
9. Who is eligible to participate in the Southern Investment Plan?
Any person or legal entity, residing in the United States, whether or not a
Common Stock shareholder of record, is eligible to participate in the Plan.
Citizens or residents of a country other than the United States, its territories
and possessions, are eligible to participate if such participation would not
violate laws applicable to the Company or the Participant.
ENROLLMENT
10. How does an eligible investor request enrollment in the Plan?
Shareholders of Record:
Shareholders of record who are Participants in the Dividend Reinvestment and
Stock Purchase Plan will be automatically enrolled in the Southern Investment
Plan. Other shareholders of record may become participants in the Plan by
sending a completed Enrollment Form to the Administrator. The enrollment fee
does not apply to shareholders of record. The minimum Initial Cash Payment, if
tendered, is $25. No interest will be paid on Initial Cash Payments held for
investment pending the purchase of shares.
Eligible Investors:
Eligible investors may apply for enrollment in the Plan by completing all
required sections of the Enrollment Form and sending it to the Administrator.
The Enrollment Form must be accompanied by an Initial Cash Payment in the form
of a check or money order made payable (in U.S. dollars) to The Southern
Company. The minimum amount for an Initial Cash Payment is $250 and the amount
can not exceed $150,000. A $10 enrollment fee will be deducted from the Initial
Cash Payment. Do not send cash or third party checks. No interest will be paid
on Initial Cash Payments held for investment pending the purchase of shares.
If the Plan account will be in more than one name, all potential Participants
must sign the Enrollment Form. The Administrator reserves the right to limit or
combine Plan accounts with identical taxpayer identification numbers and legal
registrations.
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Employees:
Full or part-time employees of the Company or any of its subsidiaries may apply
for enrollment in the Plan by returning a completed Employee Enrollment Form
which is available from the Administrator. No interest will be paid on Initial
Cash Payments held for investment pending the purchase of shares.
Beneficial Holders:
Beneficial owners of Common Stock whose shares are held in "street-name" or a
name other than their own can become eligible to participate in the Plan by
having shares registered in their name. See enrollment information for
Shareholders of Record above.
11. When will enrollment take effect?
Eligible investors applying for enrollment will become Participants after a
properly completed Enrollment Form has been received and accepted by the
Administrator.
DIVIDEND OPTIONS
Dividend record and payment dates are subject to declaration by the Board of
Directors. Record dates are generally the first Monday of February, May, August,
and November. Payment dates are generally the sixth day of March, June,
September, and December.
12. What are the options for reinvesting or receiving dividends?
Participants have a number of options regarding how their dividends can be
treated under the Plan. Optional Cash Payments may be made no matter which
option is selected.
1. Full Dividend Reinvestment: Reinvest all dividends payable on
Southern Company Common Stock shares including certificated shares
and book-entry Plan shares.
2. Partial Dividend Reinvestment:
a. Receive dividends on all certificated shares and reinvest the
dividends on all book-entry Plan shares.
b. Reinvest the dividends on a specified number of whole shares and
receive dividends on the remaining shares. Shares specified to
reinvest dividends may be made up of a combination of certificated
shares and book-entry Plan shares.
c. Receive dividends on a specified number of whole shares and
reinvest dividends on the remaining shares. Shares specified to
receive dividends may be made up of a combination of certificated
shares and book-entry Plan shares.
3. Cash Dividends: Receive dividends on all shares including
certificated shares and book-entry Plan shares.
Unless otherwise specified, all book-entry Plan shares will be treated as Full
Dividend Reinvestment. A Participant may change a dividend option at any time by
sending written instructions or a revised Dividend Authorization to the
Administrator. No interest will be paid on dividends held for investment pending
the purchase of shares.
When a Participant chooses or changes a dividend option, the Dividend
Authorization must be received on or before a Dividend Record Date to be
effective for the related Dividend Payment Date.
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13. Can I have my cash dividends electronically deposited?
Yes. Participants may request that cash dividends be transmitted to a
predesignated bank account. The account must be at a financial institution that
is a member of the National Automated Clearing House Association. To initiate
this service, Participants must send a completed Electronic Dividend Deposit
Form to the Administrator.
OPTIONAL CASH PAYMENTS
14. What are the minimum and maximum amounts for Optional Cash Payments?
The minimum Optional Cash Payment is $25 per payment and the maximum is
$150,000. The total amount of Optional Cash Payments that can be credited to any
individual account during a calendar year is $150,000, which includes the
Initial Cash Payment. There is no obligation to make an Optional Cash Payment in
any period, and the same amount need not be sent each time. No interest will be
paid on Optional Cash Payments held for investment pending the purchase of
shares.
15. How do I make an Optional Cash Payment?
Participants may send a check or money order payable (in U. S. dollars) to The
Southern Company. Cash or third party checks are not allowed. Checks should be
accompanied by the Optional Cash Payment portion of the Plan Statement and
mailed to the Southern OCP post office box, not the address for Stockholder
Services. If the check or money order representing an Optional Cash Payment does
not have a Plan account number written on it, the check or money order will be
returned.
16. Are there deadlines for receipt of Optional Cash Payments?
Optional Cash Payments must be received at the designated P. O. Box at least
three business days prior to the 10th and 25th of each month. Payments received
after this will be credited to the Participant's account and used to purchase
shares in the next investment period.
17. Can I have Optional Cash Payments automatically withdrawn from my bank
account?
Yes. You can authorize monthly direct withdrawals (direct debit) from an account
at a financial institution that is a member of the National Automated Clearing
House Association. The minimum amount for monthly direct debit is $25. To
initiate this service, Participants must send a completed Direct Debit Form to
the Administrator.
Funds will be withdrawn from the Participant's account on the last banking day
of each month and will be used to purchase Common Stock during the Investment
Period following the date of such debit. To change any aspect of the
instruction, Participants must send a revised Direct Debit Form or written
instructions to the Administrator. Initial set-up or changes to direct debit
instructions will be made as soon as practicable.
18. Can a cash payment be refunded?
Yes. A written request to refund a cash payment must be received by the
Administrator at least three business days prior to the start of an Investment
Period. Refund checks will be issued only after confirmation that the moneys
representing the payment to be refunded have been received by the Administrator.
19. How are payments with "insufficient funds" handled?
If the Administrator does not receive credit for a cash payment because of
insufficient funds or incorrect draft information, the Administrator will
consider the request for such purchase null and void and will immediately remove
from the Participant's account any shares already purchased upon the prior
credit of such funds. The Administrator is entitled to place a hold on the Plan
account until an "insufficient funds" fee is received from the Participant, or
to sell any such shares to satisfy any uncollected amounts. In the event the net
proceeds of the sale of such shares are insufficient to satisfy the balance of
such uncollected amounts, the Administrator is entitled to sell such additional
shares from the Participant's account as are necessary to satisfy the
uncollected balance. (See Appendix A - Fee Schedule).
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PURCHASE OF COMMON STOCK
20. What is the source of Common Stock purchased through the Plan?
At the Company's discretion, Common Stock for the Plan will be purchased on the
open market or purchased directly from the Company.
21. How is Common Stock purchased on the open market?
The Administrator will separately aggregate Participants' dividends for
reinvestment and cash payments and notify the Independent Agent of the amount
available for purchase for the relevant Investment Period. The Independent Agent
has sole control over the time and price at which it purchases Common Stock for
the Plan.
22. How is the purchase price determined?
The price per share for shares purchased on the open market will be the weighted
average price paid by the Independent Agent to acquire the shares, excluding
broker commissions.
The price per share for shares purchased from the Company with dividends will be
equal to the average of the high and low sale prices on the Dividend Payment
Date. For shares purchased from the Company with cash payments, the price per
share will be equal to the average of the high and low sale prices on the 10th
or 25th of the month, as applicable.
When shares are purchased from the Company and the Common Stock is not traded on
the New York Stock Exchange (NYSE) on the days specified above, the price for
shares purchased with dividends will be equal to the average of the high and low
sale prices on the trading days immediately preceding and following the Dividend
Payment Date. For shares purchased with cash payments, the price will be the
average of the high and low sales prices on the trading day immediately
following the 10th or 25th. The price for shares purchased from the Company will
be calculated based on sale prices as reported on the NYSE Composite
Transactions as published by The Wall Street Journal.
The Company will pay the brokerage commission on shares purchased on the open
market. These commissions will be considered as additional income to
Participants for tax purposes and will be reported on year-end tax statements.
There are no commissions on shares purchased from the Company.
23. When are the Investment Periods for the purchase of shares?
Dividends:
There is one Investment Period per quarter for dividends. If shares are to be
purchased on the open market, purchases may begin up to three business days
before the Dividend Payment Date and will generally be completed within thirty
days after the Dividend Payment Date, except where beginning at an earlier date
or completion at a later date is necessary or advisable under applicable federal
regulatory and securities laws.
Cash Payments:
There are two Investment Periods each month for cash payments which start on the
10th or 25th of each month, respectively. If shares are to be purchased on the
open market, purchases can begin at the start of the Investment Period, or if
the NYSE is closed, the next business day. Purchases will usually be completed
before the next Investment Period begins, but no longer than thirty five days
after receipt of cash payments. However, the Independent Agent in its sole
discretion may extend the purchase period if completion at a later date is
necessary or advisable under applicable federal regulatory and securities laws.
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24. When will purchased shares be credited to my account?
Shares purchased on the open market will be credited to Participant accounts in
book-entry form as of the date the Independent Agent notifies the Administrator
that purchases of all shares have settled.
Shares purchased from the Company with dividends will be credited to Participant
accounts in book-entry form on or about the Dividend Payment Date. Shares
purchased from the Company with cash payments will be credited to Participant
accounts in book-entry form on or about the 10th or 25th of the month.
25. Can I request the purchase of a specific number of shares, a specific
purchase price, or a specific purchase date?
No.
PLAN SHARES
26. How do I transfer my book-entry Plan shares?
A Participant may transfer the ownership of all or a portion of the book-entry
shares in a Plan account by sending the Administrator a written transfer request
along with a properly executed "stock power" (may be obtained from the
Administrator, a bank, or a broker). The signatures of all account owners must
be Medallion Guaranteed by a participant in the Medallion Guarantee program,
which includes commercial banks and NYSE member brokers. Plan Participants may
not pledge or assign book-entry shares held in the Plan.
Shares from Plan accounts will be transferred in book-entry form. For transfers
to an existing Plan account, the transfer instructions should specify the
recipient's Plan account number. If the transfer results in the establishment of
a new account, all transferred shares will automatically be enrolled as Full
Dividend Reinvestment. Recipients will be sent Plan information and forms
through which they may make elections with regard to Plan options and services.
27. Can I obtain a stock certificate for my book-entry shares?
Yes. Participants can obtain a certificate for any or all of their whole
book-entry Plan shares by sending a written request to the Administrator.
Certificates are generally issued within three business days of receipt of the
written request. The issuance of Plan shares in certificate form will not change
a Participant's reinvestment instructions unless otherwise directed. Shares
issued from a Plan account in certificate form will be produced in the name(s)
in which the account is registered. A certificate for a fraction of a share will
not be issued under any circumstances.
28. Can I "gift" shares to others?
Shares can be purchased for or transferred to another person, but no provision
is available through the Plan for delaying confirmation of the transaction to
the recipient. Shares of Common Stock may be provided in three ways:
1. By submitting a completed Enrollment Form with a minimum Initial
Cash Payment of $250 to establish a Plan account in the
recipient's name.
2. By submitting an Optional Cash Payment of at least $25 on behalf
of a person who is currently a Participant.
3. By transferring shares from the Participant's account to another
person.
Shares purchased or transferred in any of the above ways will be credited to the
recipient's account in book-entry form. All Plan provisions relating to the
establishment of a new account, processing of cash payments, and the transfer of
shares apply to the above.
29. Can I have my stock certificates deposited to a Plan account?
Yes. Participants may send the Administrator their Common Stock certificates and
request they be deposited in their Plan account. It is suggested that stock
certificates be sent "registered and insured" mail or by some other safe means
as the Participant bears the risk of loss in transit. Signed written
instructions should accompany the certificate(s), which should not be endorsed.
A completed Enrollment Form must also be provided if the account is not already
enrolled in the Plan. Shares deposited in the Plan will be in book-entry form
and will be treated as shares purchased through the Plan. Deposited shares will
be enrolled as Full Dividend Reinvestment unless otherwise instructed.
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SALE OF PLAN SHARES
30. How do I request that my Plan shares be sold?
Participants should send a completed Sell Shares portion of a Plan statement or
a written sales request to the Administrator. The request must be signed by ALL
account owners. Only book-entry shares held in Plan accounts may be sold through
the Plan . Participants may request the sale of all or a specified number of
whole book-entry Plan shares. Certificated shares must first be deposited to a
Plan account as book-entry shares before they can be sold.
To sell shares outside the Plan, Participants should request that a stock
certificate be issued and sent to them.
31. How and when are Plan shares sold?
Sales requests are aggregated and generally processed once per week or within
five business days of receipt. The Administrator forwards sales instructions to
the Independent Agent who will process the order on the open market. The
Participant will receive the proceeds of the sale, less any applicable broker
commission, related service fee, and taxes (see Appendix A - Fee Schedule). A
check for the sale proceeds will be made payable to the registered account
owner(s) and will generally be mailed First Class by the Administrator three
business days after the trade when the sale settles.
32. Is there a time when I can not sell shares in my account through the
Plan?
Shares will not be sold during the dividend posting period which extends from
Ex-Dividend Date to four business days after Dividend Record Date. Any sales
requests received during this period will be processed when the dividend posting
period ends.
33. Can I request the sale of my shares at a specific price or on a
specific date?
No.
REPORTS TO PARTICIPANTS
34. What reports will I receive as a Participant?
The Administrator will send cumulative quarterly statements to shareholders with
any activity in Southern Investment Plan accounts. These statements will reflect
the shares in the Plan account, and provide a record of dividends reinvested,
shares purchased with Initial and Optional Cash Payments, certificates deposited
and shares sold or transferred.
Participants will also receive a year-end statement summarizing all account
activity during the year and IRS Form 1099-DIV showing total dividends paid. If
applicable, IRS Form 1099-B will be provided representing the proceeds of any
stock sale. Each Participant will receive all communications sent to every
record holder of Common Stock.
PARTICIPANTS SHOULD RETAIN ALL YEAR-END STATEMENTS. THESE STATEMENTS PROVIDE
COST BASIS INFORMATION WHICH IS NECESSARY FOR CERTAIN TAX CALCULATIONS.
REQUESTS FOR DUPLICATE COPIES MAY ENTAIL A HANDLING FEE.
10
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CLOSING AN ACCOUNT
35. How do I close my Plan account?
Participants can close their account by sending the Administrator a completed
Close Account portion of the Plan Statement or a signed written request. The
request must be signed by ALL account owners. Based on these instructions, the
Administrator will:
issue and forward a certificate for the book-entry whole shares in the
account and a check for the value of any fractional share (based on the
then current market price, less applicable broker commissions and service
fees); OR
issue and forward a certificate for any portion of the book-entry whole
shares in the account and sell all remaining book-entry shares in the
account and forward a check for the proceeds (based on the then current
market price, less applicable broker commissions and service fees); OR
sell all book-entry shares in the account and forward a check for the
proceeds (based on the then current market price, less applicable broker
commissions and service fees).
A check for the proceeds of a sale will generally be mailed First Class by the
Administrator three business days after the trade when the sale settles. Future
dividends on certificated shares previously enrolled in the Plan will be paid by
check. All Plan provisions relating to the sale of shares through the Plan apply
in closing an account.
If a request to close an account is received after the dividend posting period
ends, but before the related Dividend Payment Date, a dividend check will be
mailed separately to the Participant as soon as practicable following the
Dividend Payment Date.
36. Is there a time when I can not close my account?
Accounts will not be closed during the dividend posting period which extends
from Ex-Dividend Date to four business days after Dividend Record Date. Any
requests to close an account received during this period will be processed when
the dividend posting period ends.
37. Can the Administrator close my Plan account?
Yes. If the book-entry share balance in a Plan account is less than one whole
share, the Administrator reserves the right to close the account. A check for
the value of any fractional share (based on the then current market price, less
applicable broker commissions and service fees) will be sent to the Participant.
COSTS AND EXPENSES
38. Are there any costs to enroll in the Plan?
There is a one time nominal fee to enroll in the Plan for eligible investors
other than shareholders of record and employees of the Company or any of its
subsidiaries. (See Appendix A - Fee Schedule).
39. Are there any costs in connection with my participation or stock
purchases under the Plan?
All costs of administration of the Plan and purchase commissions are paid by the
Company. The Administrator reserves the right to impose certain fees in the
future. Any change in the Fee Schedule will be announced to Participants
approximately 90 days prior to its effective date. Any such change will be
deemed to be accepted by Participants who do not close their account prior to
the effective date of the change.
11
<PAGE>
40. Is there a cost to sell shares through the Plan?
Yes. Participants pay a broker commission/service fee on each share of stock
sold through the Plan (see Appendix A - Fee Schedule).
OTHER INFORMATION
41. What impact will a Stock Dividend or Stock Split have on my account?
Any stock dividends or split shares distributed by the Company on shares in a
Plan account will be added to the Participant's account in book-entry form.
42. How do I vote my Plan Shares?
All Plan shares are voted in the same manner as shares of Common Stock
registered in a Participant's own name. Participants will receive proxy
materials from the Company for each stockholder meeting, including a proxy
statement and a form of proxy covering all book-entry shares credited to a
Participant's Plan account and all shares of stock registered in the
Participant's own name as of the proxy record date. If no instructions are
received on a returned, properly signed proxy card, with respect to any item
thereon, all of a Participant's whole and fractional shares will be voted in
accordance with the recommendations of the Company's Board of Directors. If the
proxy is not returned or is returned unsigned, none of the Participant's shares
will be voted unless the Participant votes in person or appoints another person
as proxy to vote his or her shares.
43. What if Southern has a Rights Offering?
If the Company has a rights offering, warrants representing the rights on all
Plan shares registered in the name of Southern Company Services (or its nominee)
will be issued to Southern Company Services. Southern Company Services will sell
such rights, credit each Participant's account in proportion to the full and
fractional shares held therein on the record date for such rights, and treat the
proceeds as an optional cash payment. The proceeds will not be subject to the
annual $150,000 cash maximum. Any Participant who wishes to exercise stock
purchase rights on his or her Plan shares must request, prior to the record date
for any such rights, that Southern Company Services forward to him or her a
certificate for full shares. Warrants representing rights on shares held
directly by Participants will be mailed directly to them in the same manner as
to shareholders not participating in the Plan.
44. What is the responsibility of the Company and the Administrator under
the Plan?
The Company and Southern Company Services, Inc., in administering the Plan, will
not be liable for any act performed in good faith or for any good faith omission
to act, including, without limitation, any claim of liability arising out of
failure to close a Participant's account upon such Participant's death prior to
receipt of notice in writing of such death.
Participants should recognize that neither the Company nor Southern Company
Services can assure them of a profit or protect them against a loss on the
shares purchased or sold under the Plan.
12
<PAGE>
INTERPRETATION OF THE PLAN
The Company may in its absolute discretion interpret and regulate the Plan as
deemed necessary or desirable in connection with the operation of the Plan and
direct the Administrator with respect to resolving questions or ambiguities
concerning the various provisions of the Plan.
FEDERAL INCOME TAX CONSEQUENCES
Participants are advised to consult their own tax or financial advisor with
respect to the tax consequences of participation in the Plan (including federal,
state, local, and other tax laws and U. S. withholding laws).
In general, the dividends paid on Common Stock, whether the shares are held in
certificate form by the stockholder or held by the Company in book-entry or
through the Plan, are considered taxable income, whether received in cash or
reinvested through the Plan. The information sent to you and the IRS at year-end
will provide the information required to complete your income tax returns.
The tax basis of shares acquired through the reinvestment of dividends will be
equal to the value of dividends reinvested. The tax basis of shares purchased
with cash investments will be equal to the amount of such investments.
Upon the sale of either a portion or all of shares from the Plan, a Participant
may recognize a capital gain or loss based on the difference between the sales
proceeds and the tax basis in the shares sold, including any fractional share.
The capital gain or loss will be long-term if the shares were held for more than
one year.
For participants who are subject to U.S. withholding, or foreign taxes, the
Company will withhold the required taxes from the gross dividends or proceeds
from the sale of shares. The dividends or proceeds received by the Participant,
or dividends reinvested on behalf of the Participant, will be net of the
required taxes.
PARTICIPANTS SHOULD RETAIN ALL YEAR-END STATEMENTS. THESE STATEMENTS PROVIDE
COST BASIS INFORMATION WHICH IS NECESSARY FOR CERTAIN TAX CALCULATIONS.
REQUESTS FOR DUPLICATE COPIES MAY ENTAIL A HANDLING FEE.
USE OF PROCEEDS
The Company will receive proceeds from the purchase of Common Stock pursuant to
the Plan only to the extent that such purchases are made directly from the
Company, and not from open market purchases. Proceeds received by the Company
(which cannot be estimated), if any, will be used for general corporate
purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by Southern with the
SEC, are incorporated by reference in this Prospectus and shall be deemed to be
a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1995.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996.
3. Current Report on Form 8-K dated February 21, 1996.
4. The description of Southern's common stock contained in Registration
No. 333-09077 filed under the Securities Act of 1933, as amended.
All documents subsequently filed by Southern with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be made a part hereof from their respective dates of filing.
13
<PAGE>
APPENDIX A
SOUTHERN INVESTMENT PLAN
Fee Schedule*
January 1, 1997
Item Fee
Enrollment Fee: $10.00 (deducted from Initial Cash
(Non-shareholder/non-employee) Payment)
Sale of Shares: $.06 per share - broker commission/
service fee
Insufficient Funds:
- Check $25 per item
- Direct Debit $25 per item
Replacement Documents:
- IRS Forms No charge
14
- Checks No charge
- DRP Account Statements:
1986 through 1996 No charge
1985 and prior years $15 per request per account
- SIP Account Statements No charge
* Subject to Revision - See Question 39.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution to be borne by
Southern are as follows:
Filing fee of Securities and Exchange Commission
relating to registration statement $415,087
Listing on New York Stock Exchange 240,300
Charges of Plan Administrator 10,000
Charges of transfer agent and registrar 10,000
Printing and preparation of registration statement,
prospectus, etc. 50,000
Fee of counsel for Southern, Troutman Sanders LLP 20,000
Fee of accountants, Arthur Andersen LLP 22,500
Services of Southern Company Services, Inc. 20,000
Miscellaneous 12,113
--------
Total $800,000
Item 15. Indemnification of Directors and Officers.
Section 145 of Title 8 of the Delaware Code gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The same Section also
gives a corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, the Section states that, to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
II-1
<PAGE>
The By-Laws of Southern provide in substance that no present or future
director or officer of Southern shall be liable for any act, omission, step or
conduct taken or had in good faith which is required, authorized or approved by
order issued pursuant to the Public Utility Holding Company Act of 1935, the
Federal Power Act, or any state statute regulating Southern or its subsidiaries
by reason of their being public utility companies or public utility holding
companies, or any amendment to any thereof. In the event that such provisions
are found by a court not to constitute a valid defense, each such director and
officer shall be reimbursed for, or indemnified against, all expenses and
liabilities incurred by him or imposed on him in connection with, or arising out
of, any such action, suit or proceeding based on any act, omission, step or
conduct taken or had in good faith as in such By-Laws described.
The By-Laws of Southern further provide as follows:
"Each person who is or was a director or officer of the Corporation and
who was or is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, 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."
II-2
<PAGE>
Southern has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses and also covering its
officers and directors against certain other liabilities and expenses.
Item 16. Exhibits.
Exhibit
Number
4.1 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.)
4.2 By-Laws of Southern as amended effective October 21, 1991
and presently in effect. (Designated in Form U-1, File No.
70-8181, as Exhibit A-2.)
5.1 Opinion of Troutman Sanders LLP, counsel for Southern.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney and resolution.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission, and which were designated as noted above,
are hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.
Item 17. Undertakings.
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
II-3
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, S-8 or F-3 and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Undertaking related to filings incorporating subsequent
Securities Exchange Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Undertaking related to acceleration of effectiveness:
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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 20th day of September, 1996.
THE SOUTHERN COMPANY
By: A. W. Dahlberg
Chairman of the Board, President
and Chief Executive Officer
By: /s/Wayne Boston
(Wayne Boston, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
A. W. Dahlberg Director and Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
W. L. Westbrook Financial Vice President
(Principal Financial
and Accounting Officer)
John C. Adams )
A. D. Correll )
Paul J. DeNicola )
Jack Edwards )
H. Allen Franklin )
Bruce S. Gordon )
L. G. Hardman III ) Directors
Elmer B. Harris )
William J. Rushton, III)
Gloria M. Shatto )
Gerald J. St. Pe' )
Herbert Stockham )
By: /s/Wayne Boston September 20, 1996
(Wayne Boston, Attorney-in-Fact)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number
4.1 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.)
4.2 By-Laws of Southern as amended effective October 21, 1991
and presently in effect. (Designated in Form U-1, File No.
70-8181, as Exhibit A-2.)
5.1 Opinion of Troutman Sanders LLP, counsel for Southern.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney and resolution.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission, and which were designated as noted above,
are hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.
Exhibit 5.1
Troutman Sanders LLP
600 Peachtree Street
Atlanta, Ga 30308
404-885-3000
September 20, 1996
The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
Re: The Southern Company
Post-Effective Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 33-57951)
Ladies and Gentlemen:
We have examined the above-captioned Post-Effective Amendment No. 1 to
the registration statement and related prospectus proposed to be filed by The
Southern Company ("Southern") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"),
with respect to shares of its common stock, par value $5 per share (the
"Stock"), to be offered pursuant to the Southern Investment Plan (the "Plan").
We have also examined certified copies of Southern's Certificate of
Incorporation, as amended, and of its by-laws and are familiar with all
proceedings relating to the issuance and sale of the Stock. We are of the
opinion that:
(a) Southern is a corporation duly organized and existing
under the laws of the State of Delaware, is domesticated under the laws
of the State of Georgia and is qualified to do business as a foreign
corporation under the laws of the State of Alabama.
(b) Upon compliance with the relevant provisions of the 1933
Act, upon issuance by the Commission of an appropriate order or orders
under the Public Utility Holding Company Act of 1935, as amended, and
upon compliance with the securities or "blue sky" laws of any
jurisdiction applicable thereto, Southern may legally issue and sell
the Stock in accordance with the Plan without obtaining the consent or
approval of any other governmental authority.
(c) When the necessary consents or approvals as referred to in
paragraph (b) hereinabove have been obtained, and when the Stock has
been acquired in accordance with the provisions of 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.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement.
Very truly yours,
/s/Troutman Sanders
TROUTMAN SANDERS LLP
EXHIBIT 23.1
Arthur Andersen LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3, related to the Southern
Investment Plan, of our reports dated February 21, 1996 on the financial
statements of The Southern Company and the related financial statement schedule
included in The Southern Company's Form 10-K for the year ended December 31,
1995 and to all references to our Firm included in this registration statement.
/s/Arthur Andersen LLP
Atlanta, Georgia
September 20, 1996
Exhibit 24.1
July 19, 1996
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, or a post-effective
amendment to the previously filed registration statement (no. 33-57951), with
the Securities and Exchange Commission with respect to the issuance by this
Company of up to 60,000,000 additional shares of its common stock pursuant to a
plan amending and restating the Company's Dividend Reinvestment and Stock
Purchase Plan and tentatively known as the Southern Investment Plan.
The Southern Company and the undersigned directors and officers of said
Company, individually as a director and/or as an officer of the Company, hereby
make, constitute and appoint each of you our true and lawful Attorney for each
of us and in each of our names, places and steads to sign and cause to be filed
with the Securities and Exchange Commission in connection with the foregoing
such registration statement or statements and appropriate amendment or
amendments (including post-effective amendments) thereto, or such post-effective
amendment and appropriate further post-effective amendments to the
aforementioned previously filed registration statement, to be accompanied in
each case 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/ John C. Adams _____________________________
John C. Adams William A. Parker, Jr.
/s/ A. D. Correll /s/ William J. Rushton, III
A. D. Correll William J. Rushton, III
/s/ A. W. Dahlberg /s/ Gloria M. Shatto
A. W. Dahlberg Gloria M. Shatto
/s/ Paul J. DeNicola /s/ Gerald J. St. Pe'
Paul J. DeNicola Gerald J. St. Pe'
/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 or any amendments to such statements (including
post-effective amendments), under the Securities Act of 1933, as amended,
to be filed with the Commission with respect to the issuance by the Company
of shares of its common stock pursuant to the Plan, the Company, the
members of its board of directors, and its officers are authorized to give
their several powers of attorney to A. W. Dahlberg, W. L. Westbrook, Tommy
Chisholm, and Wayne Boston.
- - - - - - - - - - - -
The undersigned officer of The Southern Company does hereby certify
that the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the board of directors of The Southern Company, duly
held on July 19, 1996, 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 September 20, 1996 THE SOUTHERN COMPANY
By /s/ Tommy Chisholm
Tommy Chisholm
Secretary
