-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WDXkEr6beEV4n1Vvm/dAIl6pmQ9901s8MDPevl2QUNcc46+CaSyImGNaRiu0rmjx TNghQE0/lg8Og0Ku+Ju+Zg== 0000092122-02-000071.txt : 20020812 0000092122-02-000071.hdr.sgml : 20020812 20020812092114 ACCESSION NUMBER: 0000092122-02-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020812 ITEM INFORMATION: Other events ITEM INFORMATION: FILED AS OF DATE: 20020812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 02725812 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 8-K 1 so8kcert_mir.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2002 ------------------------------ THE SOUTHERN COMPANY - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) - ------------------------------------------------------------------------------- Delaware 1-3526 58-0690070 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer Identification of incorporation) Number) No.) 270 Peachtree Street, NW, Atlanta, Georgia 30303 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 506-5000 ----------------------------- N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5 Other Events. As reported in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 of The Southern Company ("Southern") filed on August 12, 2002, Mirant Corporation ("Mirant") recently announced that it is reviewing several accounting issues pertaining to its 2001 financial statements. These issues include potential overstatements of $85 million of gas inventory, $100 million of accounts payable and $68 million of accounts receivable. Mirant also has announced that the Securities and Exchange Commission (the "SEC") has initiated a related informal inquiry. If any issues require adjustments to Mirant's financial statements and relate to periods prior to April 2, 2001, Southern's earnings from discontinued operations and net assets of discontinued operations for such periods would be affected. Mirant's internal investigation and the SEC's inquiry into these issues have not yet been completed and the ultimate outcome cannot now be determined. However, any such issues would have no effect on Southern's 2002 earnings or its future earnings potential. Item 9 Regulation FD Disclosure. The information in this Item 9 of this Current Report on Form 8-K, including the exhibits listed below, is being furnished, not filed, pursuant to Regulation FD. Such information in this report and in such exhibits shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section. Furthermore, such information in this report and in such exhibits shall not be deemed to be incorporated by reference into the filings of Southern under the Securities Act of 1933, as amended. On August 12, 2002, in accordance with Order No. 4-460 and pursuant to Section 21(a)(1) of the Exchange Act, the Chief Executive Officer and the Chief Financial Officer of Southern each executed sworn statements certifying all covered reports. The sworn statements have been submitted to the SEC. Copies of each sworn statement are furnished as Exhibits 99.01 and 99.02 to this Current Report. Also on August 12, 2002, the Chief Executive Officer and the Chief Financial Officer of Southern each furnished to the SEC personal certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of the certifications are furnished as Exhibits 99.03 and 99.04 to this Current Report. Exhibit 99.01 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. Exhibit 99.02 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. -2- Exhibit 99.03 Certification of Chief Executive Officer of Southern, dated August 12, 2002, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.04 Certification of Chief Financial Officer of Southern, dated August 12, 2002, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 12, 2002 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary EX-99.01 3 soex99_02.txt Exhibit 99.02 Gale E. Klappa 270 Peachtree Street NW Chief Financial Officer Suite 2200 Atlanta,Georgia 30303 Southern Company Energy to Serve Your World Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Gale E. Klappa, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The Southern Company, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with The Southern Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of The Southern Company; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Southern Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/Gale E. Klappa Gale E. Klappa Subscribed and sworn to before Executive Vice President, me this 12th day of August 2002. Chief Financial Officer and Treasurer /s/Ethel Spivey Notary Public August 12, 2002 My Commission Expires: Aug. 30, 2002 ETHEL SPIVEY Notary Public, Gwinnett County, Georgia My Commission Expires Aug. 30, 2002 EX-99.02 4 soex99_01.txt Exhibit 99.01 Allen Franklin 270 Peachtree Street NW Chairman, President and Suite 2200 Chief Executive Officer Atlanta,Georgia 30303 Southern Company Energy to Serve Your World Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Allen Franklin, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The Southern Company, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with The Southern Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of The Southern Company; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Southern Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/H. Allen Franklin Allen Franklin Subscribed and sworn to before Chairman, President and me this 12th day of August 2002. Chief Executive Officer /s/Ethel Spivey Notary Public August 12, 2002 My Commission Expires: Aug. 30, 2002 ETHEL SPIVEY Notary Public, Gwinnett County, Georgia My Commission Expires Aug. 30, 2002 EX-99.03 5 soex99_03.txt Exhibit 99.03 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of The Southern Company for the quarter ended June 30, 2002, I, Allen Franklin, Chairman, President and Chief Executive Officer, hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended June 30, 2002, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended June 30, 2002, fairly presents, in all material respects, the financial condition and results of operations of The Southern Company. /s/H. Allen Franklin Allen Franklin Chairman, President and Chief Executive Officer Date: August 12, 2002 EX-99.04 6 soex99_04.txt Exhibit 99.04 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of The Southern Company for the quarter ended June 30, 2002, I, Gale E. Klappa, Executive Vice President, Chief Financial Officer and Treasurer, hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that: (1) such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended June 30, 2002, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in such Quarterly Report on Form 10-Q of The Southern Company for the quarter ended June 30, 2002, fairly presents, in all material respects, the financial condition and results of operations of The Southern Company. /s/Gale E. Klappa Gale E. Klappa Executive Vice President, Chief Financial Officer and Treasurer Date: August 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----