-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, B2PpCeOt3j8euaBU+tWvUurUz1+eztcVLUWbEhnuAvllJ29v+gBWm8h/JsgyqQGe 3VrSz+QvArlZH/yyvbZmZA== 0000003153-94-000004.txt : 19940125 0000003153-94-000004.hdr.sgml : 19940125 ACCESSION NUMBER: 0000003153-94-000004 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 35 SEC FILE NUMBER: 070-08277 FILM NUMBER: 94502354 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 U-1/A 1 U-1 AMENDMENT File No. 70-8277 SECURITIES AND EXCHANGE COMMISSION Washington, D. C 20549 Amendment No. 5 to FORM U-1 APPLICATION OR DECLARATION under The Public Utility Holding Company Act of 1935 THE SOUTHERN COMPANY 64 Perimeter Center East Atlanta, Georgia 30346 (Name of company or companies filing this statement and addresses of principal executive offices) THE SOUTHERN COMPANY (Name of top registered holding company parent of each applicant or declarant) Tommy Chisholm, Secretary The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. Westbrook John F. Young Financial Vice President Vice President The Southern Company Southern Company Services, Inc. 64 Perimeter Center East One Wall Street, 42nd Floor Atlanta, Georgia 30346 New York, New York 10005 John D. McLanahan Troutman Sanders 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 INFORMATION REQUIRED The Application or Declaration, as previously amended and restated in its entirety by Amendment No. 3, is further amended, as follows: 1. By adding the following sentence to the end of the final paragraph in section 1.2 of Item 1: "Any funds derived from the sale of the Additional Common Stock invested, or committed to be invested, in any "exempt wholesale generator" or "foreign utility company" would be a part of Southern's "aggregate investment" in such entities, within the meaning of Rule 53(a)(1)(i), at the time so invested or committed." 2. By adding the following sentence to the end of the final paragraph in section 1.3 of Item 1: "The amount of Southern's potential liability under any such Guarantees with respect to the securities of any "exempt wholesale generator" or "foreign utility company" would be a part of Southern's "aggregate investment" in such entities, within the meaning of Rule 53(a)(1)(i), until the expiration or termination thereof without recourse to Southern." 3. By deleting the second sentence in the fourth paragraph under section 1.4 (more particularly, the second sentence of the paragraph relating to Rule 53(a)(3)) and replacing it with the following: "Based on current staffing levels of Southern's domestic operating utility subsidiaries (such companies currently employ, in the aggregate, approximately 27,000 salaried and hourly employees), no more than 540 employees - 2 - of these companies, in the aggregate, determined on full-time- equivalent basis, will be utilized at any one time in rendering services directly or indirectly to "exempt wholesale generators" and "foreign utility companies." Item 6. Exhibits and Financial Statements. (a) Exhibits B - Not Applicable. C - Registration statement of Southern filed pursuant to the Securities Act of 1933, as amended. F - Opinion of Troutman Sanders. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Dated: January 24, 1994 THE SOUTHERN COMPANY By: /s/ Tommy Chisholm Tommy Chisholm, Secretary EX-99 2 EXHIBIT C EXHIBIT C As filed with the Securities and Exchange Commission on December 13, 1993 Subject to Amendment. Registration No. 33-51433 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 THE SOUTHERN COMPANY (Exact name of registrant as specified in its charter) Delaware 58-0690070 (State of other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 64 Perimeter Center East Atlanta, Georgia 30346 404-393-0650 (Address, including zip code, and telephone number, including area code, of agent for service) TOMMY CHISHOLM, Secretary THE SOUTHERN COMPANY 64 Perimeter Center East Atlanta, Georgia 30346 404-668-3575 (Name, address, including zip code, and telephone number, including area code, of agent for service) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. WESTBROOK JOHN F. YOUNG Financial Vice President Vice President THE SOUTHERN COMPANY SOUTHERN COMPANY SERVICES, INC. 64 Perimeter Center East One Wall Street, 42nd Floor Atlanta, Georgia 30346 New York, New York 10005 JOHN D. McLANAHAN, ESQ. TROUTMAN SANDERS 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. _____________________________ 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 CALCULATION OF REGISTRATION FEE Title of each Amount to be Proposed Proposed Amount of class of registered maximum maximum registration securities to offering aggregate fee be registered price per offering unit* price* Common Stock, 10,000,000 $42.50 $425,000,000 $146,552 par value $5 shares per share *These figures are based upon the average of the high and low prices on December 6, 1993, as reported by The Wall Street Journal in its report of NYSE-Composite Transactions, and are used solely for the purpose of calculating the registration fee pursuant to Rule 457(c). 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. ************************************************************************* * 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: DECEMBER 13, 1993 * ************************************************************************* THE SOUTHERN COMPANY Common Stock (Par Value $5 Per Share) _______________________________________________ The Southern Company ("SOUTHERN") may sell up to 10,000,000 shares of its common stock, par value $5 per share, in one or more transactions. This Prospectus may be supplemented by one or more Prospectus Supplements which will reflect the terms of any such transaction or transactions. See "Plan of Distribution." The outstanding shares of common stock of SOUTHERN are listed on the New York Stock Exchange, and the shares of Stock offered hereby are expected to be listed on such Exchange subject to notice of issuance. On December 10, 1993, the last sale price of SOUTHERN's common stock, as reported by The Wall Street Journal, was $43. 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 December __, 1993. 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 or any accompanying Prospectus Supplement in connection with the offering made hereby or thereby and, if given or made, such information or representations must not be relied upon as having been so authorized. This Prospectus and any accompanying Prospectus Supplement do not constitute an offer of any securities other than the registered securities to which they relate, 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 or any accompanying Prospectus Supplement nor any sale made hereunder or thereunder shall, under any circumstances, create any implication that the information herein or therein is correct as of any time subsequent to the respective dates of this Prospectus and any such Prospectus Supplement. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, DEALERS OR AGENTS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF SOUTHERN AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 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 common stock of SOUTHERN is listed on the New York Stock Exchange, where reports, proxy statements and other information concerning SOUTHERN can be inspected. SOUTHERN 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, 64 PERIMETER CENTER EAST, ATLANTA, GEORGIA 30346, (404) 668- 3575. 2 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 64 Perimeter Center East, Atlanta, Georgia 30346, and the telephone number is (404) 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. ("SDIG"), and Southern Nuclear Operating Company, Inc. ("Southern Nuclear"). SEI designs, builds, owns and operates power production facilities and provides a broad range of technical services to industrial companies and utilities in the United States and a number of international markets. SDIG researches and develops new business opportunities. Southern Nuclear provides services to the Southern electric system's nuclear plants. USE OF PROCEEDS Except as may be otherwise described in a Prospectus Supplement, SOUTHERN proposes to use the net proceeds from the sale of the shares of common stock offered hereby (the "Stock"), together with treasury funds and the proceeds from the sales of common stock through operation of its dividend reinvestment and stock purchase plan, its employee savings plan and its employee stock ownership plan, to make additional investments in the common equities of its subsidiaries and for other corporate purposes. DIVIDENDS AND PRICE RANGE Since January 1, 1988, the high and low sales prices of SOUTHERN's common stock, as reported by The Wall Street Journal as NYSE-Composite Transactions, have been as follows: Year High Low By Quarters High Low 1988 24 1/4 20 3/8 1991 1st Quarter 28 3/4 25 3/4 1989 29 3/4 22 2nd Quarter 28 3/4 26 1/8 3rd Quarter 30 1/8 26 3/4 1990 29 3/4 23 4th Quarter 34 3/4 29 3/8 1991 34 3/4 25 3/4 1992 1st Quarter 34 3/4 30 3/8 1992 39 1/8 30 3/8 2nd Quarter 35 3/8 31 1/4 3rd Quarter 38 34 3/4 4th Quarter 39 1/8 35 1/4 1993 1st Quarter 42 3/4 36 7/8 2nd Quarter 45 38 3/4 3rd Quarter 46 1/8 41 1/8 4th Quarter 47 1/4 41 1/2 (through Dec. 10) 3 The last sale price of the common stock on December 10, 1993, as reported by The Wall Street Journal, was $43 per share. The consolidated book value per share of SOUTHERN's common stock at September 30, 1993 was $24.03. Dividends have been paid on the common stock without interruption since 1949 when SOUTHERN was organized. The following table sets forth the dividends paid during the period 1988-1993. Future dividends will depend on future earnings, the financial condition of SOUTHERN and the operating affiliates and other factors. Period Common Dividends Period Common Dividends Per Share Per Share 1988 $2.14 1992 (1st quarter) $.55 (2nd quarter) .55 1989 2.14 (3rd quarter) .55 (4th quarter) .55 1990 2.14 1993 (1st quarter) .57 1991 2.14 (2nd quarter) .57 (3rd quarter) .57 (4th quarter) .57 SOUTHERN has a dividend reinvestment and stock purchase plan pursuant to which registered owners of shares of SOUTHERN's common stock may purchase additional shares by having dividends automatically reinvested, or by making supplemental optional cash purchases (not more than $6,000 per quarter), or both. For information concerning the dividend reinvestment and stock purchase plan, write Southern Company Services, Inc., Stockholder Services Department, P. O. Box 88300, Atlanta, Georgia 30350-8300. DESCRIPTION OF COMMON STOCK The authorized capital stock of SOUTHERN currently consists of 1,000,000,000 shares of common stock, par value $5 per share. As of November 30, 1993, there were 319,914,891 shares of common stock issued and outstanding. All shares of common stock of SOUTHERN participate equally with respect to dividends and rank equally upon liquidation. Each holder is entitled to one vote for each share held and to cumulative voting at elections of directors. The vote of two-thirds of the outstanding common stock is required to authorize or create preferred stock or to effect certain changes in charter provisions affecting the common stock. No stockholder is entitled to preemptive rights. The shares of Stock offered hereby will be fully paid and nonassessable by SOUTHERN. The income of SOUTHERN is derived mainly from equity in earnings of its operating affiliates. At September 30, 1993, $1,606,030,000 of consolidated retained earnings, of a total of $3,032,361,000 at that date, was restricted against the payment by the operating affiliates of cash dividends on common stock under terms of bond indentures or charters. SOUTHERN's investment in subsidiary companies is maintained on the equity method of accounting; however, under the applicable accounting requirements of the SEC, cash dividends are limited to SOUTHERN's retained earnings computed on the cost method of accounting ($343,728,000 at September 30, 1993). The equity in undistributed earnings of subsidiary companies, except for the $1,606,030,000 restricted under the terms of bond indentures or charters, will become available for payment of cash dividends by SOUTHERN as such amounts are paid to SOUTHERN by the subsidiary companies. 4 Certain business combination transactions, including mergers, sales of assets or securities having a fair market value of $100,000,000 or more, liquidations, dissolutions, reclassifications or recapitalizations, between SOUTHERN or any of its subsidiaries and any beneficial owner of more than 5% of the outstanding voting stock of SOUTHERN or any affiliate of such owner must be approved by the holders of 75% of the outstanding voting stock and a majority of the outstanding voting stock held by persons other than such beneficial owner, unless approved by a majority of the "Disinterested Directors" (generally directors not affiliated with such beneficial owner) or certain minimum price and procedural requirements are met. These provisions may have the effect of delaying, deferring or preventing a change in control of SOUTHERN. The transfer agent and registrar for the common stock is Southern Company Services, Inc., Atlanta, Georgia. LEGAL OPINIONS AND EXPERTS The legality of the Stock offered hereby has been passed upon by Troutman Sanders, Atlanta, Georgia, counsel for SOUTHERN. Reid & Priest, New York, New York, will act as counsel for the underwriters, dealers, agents or purchasers and will render an opinion to them upon the legality of the Stock. The consolidated financial statements and schedules of SOUTHERN and its subsidiaries included in SOUTHERN's Annual Report on Form 10-K for the year ended December 31, 1992, incorporated by reference in this Prospectus, have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. Reference is made to said reports, which refer to uncertainties with respect to the actions of the regulators regarding the recoverability of GEORGIA's investment in the Rocky Mountain hydroelectric project and the outcome of a stockholder's suit pending against SOUTHERN. As described in Note (A) to the condensed financial statements included in SOUTHERN's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, such stockholder's suit was settled at no material cost to SOUTHERN. Accordingly, the reports of Arthur Andersen & Co. are no longer qualified with respect to this uncertainty. Statements as to matters of law and legal conclusions in SOUTHERN's Annual Report on Form 10-K for the year ended December 31, 1992, under "Item 1--Business-Competition", "Item 1--Business-Regulation" and "Item 1-- Business-Rate Matters" and under "Item 2--Properties-Titles to Property" relating to titles to property, have been reviewed as to the respective companies by Balch & Bingham, general counsel for ALABAMA and SEGCO, Troutman Sanders, general counsel for GEORGIA, Beggs & Lane, general counsel for GULF, Eaton and Cottrell, P.A., general counsel for MISSISSIPPI, and Bouhan, Williams & Levy, general counsel for SAVANNAH, and such statements insofar as they relate to the respective companies are made upon the authority of such firms as experts. G. Edison Holland, Jr., a partner of Beggs & Lane, is Vice President and Corporate Counsel of GULF. George W. Williams, a Director Emeritus of SAVANNAH, is of counsel to the firm of Bouhan, Williams & Levy, and he and other members of such firm own an aggregate of 9,542 shares of common stock of SOUTHERN. PLAN OF DISTRIBUTION SOUTHERN may sell the Stock at any time or from time to time to or through one or more underwriters or dealers for public offering and sale by them or to investors directly or through agents. To the extent required, any such underwriter, dealer or agent involved in the offer and sale of Stock will be named in an amendment or supplement to this Prospectus. Underwriters may offer and sell the Stock at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at 5 negotiated prices. In connection with sales of the Stock, underwriters may be deemed to have received compensation from SOUTHERN in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the Stock for whom they may act as agent. Underwriters may sell Stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions (which may be changed from time to time) from the underwriters or from the purchasers for whom they may act as agent. The Stock may also be sold directly to dealers acting as principals. A dealer may then resell Stock to the public at varying prices to be determined by such dealer at the time of resale. In addition, the Stock may be sold by SOUTHERN through agents designated by it from time to time, by means of (i) ordinary brokers' transactions, (ii) block transactions (which may involve crosses) in accordance with the rules of the New York Stock Exchange and other exchanges (the "Exchanges"), in which such agents may attempt to sell shares as agent but may position and resell all or a portion of the block as principal, (iii) "fixed price offerings" off the floor of the Exchanges or "exchange distributions" and "special offerings" in accordance with rules of the Exchanges, or (iv) a combination of any such methods of sale, in each case at market prices prevailing at the time of sale in the case of transactions on the Exchanges and at negotiated prices related to prevailing market prices in the case of transactions off the floor of the Exchanges. In connection therewith, distributors' or sellers' commissions may be paid or allowed. The Stock also may be sold directly by SOUTHERN to any purchaser or purchasers. Any compensation paid by SOUTHERN to underwriters, dealers or agents in connection with the offering of Stock and any discounts, concessions or commissions allowed by underwriters to participating dealers, as well as other terms of offering, will be set forth in an amendment or supplement to this Prospectus to the extent required. Underwriters, dealers, agents and any other parties participating in any distribution of the Stock may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the Stock may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended (the "Securities Act"). Underwriters, dealers and agents participating in any distribution of the Stock may be entitled, under agreements entered into with SOUTHERN, to indemnification against certain civil liabilities, including liabilities under the Securities Act. Underwriters, dealers or agents with respect to the offering of the Stock may include one or more of the following: Robert W. Baird & Co. Incorporated; Bear, Stearns & Co. Inc.; J.C. Bradford & Co.; Alex. Brown & Sons Incorporated; Chase Securities Inc.; Chemical Securities, Inc.; Citicorp Securities, Inc.; Dain Bosworth Incorporated; Daiwa Securities America Inc.; Dillon, Read & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation; A.G. Edwards & Sons, Inc.; CS First Boston Corporation; Goldman, Sachs & Co.; Interstate/Johnson Lane Corporation; Raymond James and Associates, Inc.; Edward D. Jones & Co.; Kemper Securities Group, Inc.; Kidder, Peabody & Co. Incorporated; W.R. Lazard; Legg Mason Wood Walker Incorporated; Lehman Brothers Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Keegan & Company, Inc.; J.P. Morgan Securities Inc.; Morgan Stanley & Co. Incorporated; Nomura Securities International, Inc.; PaineWebber Incorporated; Prudential Securities Incorporated; Pryor, McClendon, Counts & Co., Inc.; Rauscher Pierce Refsnes, Inc.; The Robinson-Humphrey Company, Inc.; L.F. Rothschild and Co. Incorporated; Salomon Brothers Inc; Smith Barney Shearson Inc.; Swiss Bank Corporation International Securities Inc.; Thomson McKinnon Securities Inc.; Tucker Anthony Incorporated; UBS Securities Inc.; Wertheim Schroder & Co. Incorporated; and Dean Witter Reynolds Inc. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have heretofore been filed by SOUTHERN with the SEC pursuant to the Exchange Act, are incorporated by reference in this Prospectus and shall be deemed to be a part hereof: 6 1. Annual Report on Form 10-K for the year ended December 31, 1992. 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993 and September 30, 1993. 3. Current Report on Form 8-K dated February 12, 1993. 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 of the Stock shall be deemed to be incorporated by reference in this Prospectus and to be made a part hereof from their respective dates of filing. 7 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The estimated expenses of issuance and distribution, other than underwriting discounts and commissions, to be borne by SOUTHERN are as follows: Each Initial Additional Sale Sale *Filing fee of Securities and Exchange Commission $146,552 $ --- relating to registration statement *Listing on New York Stock Exchange 65,300 --- Cost of definitive stock certificates 5,000 5,000 Charges of transfer agent and registrar 5,000 5,000 Printing and preparation of registration statement, 10,000 10,000 prospectus, etc. Fee of counsel for SOUTHERN, Troutman Sanders 22,000 16,000 Fee of accountants, Arthur Andersen & Co. 40,000 40,000 Services of Southern Company Services, Inc. 20,000 20,000 Miscellaneous, including telephone charges and travel expenses 10,000 8,000 Total $323,852 $104,000 *Each Prospectus Supplement will reflect actual filing and listing fees based upon the amount of the related offering. 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 II-1 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. 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 II-2 entitled to be indemnified by the Corporation." 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 *1 Underwriting Agreement. 3(a) Composite Certificate of Incorporation of SOUTHERN reflecting all amendments to date. (Designated in Registration No. 33-3546 as Exhibit 4(a), in Certificate of Notification, File No. 70-7341, as Exhibit A, and in Certificate of Notification, File No.70-8181, as Exhibit A.) 3(b) By-Laws of SOUTHERN as amended effective May 27, 1987 and presently in effect. (Designated in Form U-1, File No. 70-7477, as Exhibit A-2.) 5 Opinion of Troutman Sanders, counsel for SOUTHERN. 23(a) Consent of Troutman Sanders, counsel for SOUTHERN, is contained in Exhibit 5. 23(b) Consent of Balch & Bingham, general counsel for ALABAMA and SEGCO. 23(c) Consent of Troutman Sanders, general counsel for GEORGIA. 23(d) Consent of Beggs & Lane, general counsel for GULF. 23(e) Consent of Eaton and Cottrell, P.A., general counsel for MISSISSIPPI. 23(f) Consent of Bouhan, Williams & Levy, general counsel for SAVANNAH. 23(g) Consent of Arthur Andersen & Co. 24 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; _______________ * To be subsequently filed or incorporated by reference. II-3 (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 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 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 13th day of December, 1993. THE SOUTHERN COMPANY By: Edward L. Addison, President By: /s/Wayne Boston _____________________________________ (Wayne Boston, Attorney-in-Fact) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date Edward L. Addison Director and President (Principal Executive Officer) W. L. Westbrook Financial Vice President (Principal Financial and Accounting Officer) W. P. Copenhaver ) A. W. Dahlberg ) Paul J. DeNicola ) Jack Edwards ) H. Allen Franklin ) L. G. Hardman, III ) Directors John M. McIntosh ) Earl D. McLean, Jr. ) William A. Parker, Jr. ) William J. Rushton, III ) Herbert Stockham ) Louis J. Willie ) By: /s/Wayne Boston December 13, 1993 -------------------------------- (Wayne Boston, Attorney-in-Fact) II-5 EX-99 3 EXHIBIT F Exhibit F Troutman Sanders 600 Peachtree Street Atlanta, Georgia 30308 404-885-3000 January 24, 1994 Securities and Exchange Commission Washington, D.C. 20549 Re: The Southern Company Statement on Form U-1 File No. 70-8277 Ladies and Gentlemen: We are familiar with the statement on Form U-1 referred to above and are furnishing this opinion with respect to the proposed issuance by The Southern Company ("Southern") of additional shares of its common stock, par value $5 per share (the "Stock"), and the making by Southern of certain guarantees (the "Guarantees") on behalf of certain subsidiaries, all as described in such statement on Form U-1. We are of the opinion that Southern is a validly organized and duly existing corporation under the laws of the State of Delaware and that, upon the issuance of your order or orders herein, and in the event that the proposed transactions are consummated in accordance with such statement on Form U-1 and such order or orders: (a) all state laws applicable to the proposed transactions will have been complied with; (b) upon compliance with the relevant provisions of the Securities Act of 1933, as amended, and the securities or "Blue Sky" laws of any jurisdiction applicable thereto, and when certificates for the Stock have been executed by Southern, countersigned and registered by the transfer agent and registrar and delivered for a consideration in cash equal to or greater than the par value of the Stock in accordance with resolutions duly adopted by the board of directors of Southern, the Stock will be validly issued, fully paid and nonassessable shares of Southern and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the Certificate of Incorporation of Southern, as amended, defining such rights and privileges; Securities and Exchange Commission January 24, 1994 Page 2 (c) assuming that any associate company of Southern with respect to whose securities Southern shall issue any Guarantee is, at the time of the making of such Guarantee, either an "exempt wholesale generator" or a "foreign utility company," as defined in the Public Utility Holding Company Act of 1935, as amended, any such Guarantee will be the valid and binding obligation of Southern; and (d) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by Southern or any associate company thereof. We hereby consent to the use of this opinion in connection with the filing of such statement on Form U-1. Very truly yours, /s/ Troutman Sanders Troutman Sanders -----END PRIVACY-ENHANCED MESSAGE-----