-----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, GqJu8ybJDxdUhXCjxLbNvJPgdmjqtpGdXBtLC4lAQjd5DKyM5deOBMWfslblJH0Y 5tVpfr0bujAxOlL6oR0h9A== 0000092122-06-000182.txt : 20060317 0000092122-06-000182.hdr.sgml : 20060317 20060317163329 ACCESSION NUMBER: 0000092122-06-000182 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 06696362 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 10-K/A 1 southerncoa2.htm SOUTHERN COMPANY
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
 
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from      to
         
Commission   Registrant, State of Incorporation,   I.R.S. Employer
File Number   Address and Telephone Number   Identification No.
 
       
1-3526
  The Southern Company   58-0690070
 
  (A Delaware Corporation)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-5000    
 
       
Securities registered pursuant to Section 12(b) of the Act:1
Each of the following classes or series of securities registered pursuant to Section 12(b) of the Act is listed on the New York Stock Exchange.
     
  Title of each class  
 
   
  Common Stock, $5 par value  
 
   
  Mandatorily redeemable
preferred securities, $25 liquidation amount
 
  7.125% Trust Preferred Securities2  
 
 
Securities registered pursuant to Section 12(g) of the Act: None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No  o
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No  o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ                      Accelerated filer o                      Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
     Aggregate market value of The Southern Company’s common stock held by non-affiliates of The Southern Company at June 30, 2005: $25.9 billion. The number of outstanding shares of The Southern Company’s common stock, Par Value $5 Per Share, at January 31, 2006 was 741,738,001 shares.
     Documents incorporated by reference: specified portions of The Southern Company’s Proxy Statement relating to the 2006 Annual Meeting of Stockholders are incorporated by reference into PART III.
 
1   As of December 31, 2005.
 
2   Issued by Southern Company Capital Trust VI and guaranteed by The Southern Company.
 
 

 


 

EXPLANATORY NOTE
On March 2, 2006, The Southern Company (Southern Company) filed a Form 10-K/A. The certifications of the Chief Executive Officer and the Chief Financial Officer of Southern Company pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 were signed on the date of the filing of the Form 10-K/A but inadvertently were omitted from the EDGAR filing. The purpose of this amendment is to file the certifications. Except as discussed in this Explanatory Note, no other changes have been made to the Form 10-K/A.

 


 

EXHIBIT INDEX
(24) Power of Attorney and Resolution
             
 
  (a)1   -   Power of Attorney and Resolution (Designated in the Form 10-K for the year ended December 31, 2005, File No. 1-3526 as Exhibit 24(a) and incorporated herein by reference).
             
 
  (a)2   -   Power of Attorney for W. Ron Hinson.
(31) Section 302 Certifications
             
 
  (a)1   -   Certificate of Southern Company’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
           
 
  (a)2   -   Certificate of Southern Company’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
  
(32) Section 906 Certifications
             
 
  (a)   -   Certificate of Southern Company’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

1


 

THE SOUTHERN COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
           
     THE SOUTHERN COMPANY    
 
         
 
   By:   David M. Ratcliffe    
 
    Chairman, President and    
 
    Chief Executive Officer    
 
         
 
   By:   /s/ Wayne Boston    
 
    (Wayne Boston, Attorney-in-fact)    
 
         
 
Date:  March 17, 2006    
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
David M. Ratcliffe
Chairman, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Thomas A. Fanning
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
W. Ron Hinson
Comptroller and Chief Accounting Officer
(Principal Accounting Officer)
               Directors:
Juanita P. Baranco       Zack T. Pate
Dorrit J. Bern                J. Neal Purcell
Francis S. Blake            William G. Smith, Jr.
Thomas F. Chapman     Gerald J. St. Pé
Donald M. James
By:   /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
Date: March 17, 2006

2

EX-24.A.2 2 x24a2.htm

Exhibit 24(a)2

 

 

March 17, 2006

 

Patricia L. Roberts and Wayne Boston

 

Ms. Roberts and Mr. Boston:

 

As an officer of The Southern Company, I hereby make, constitute, and appoint each of you my true and lawful Attorney in my name, place, and stead, to sign and cause to be filed with the Securities and Exchange Commission (1) this Company's Quarterly Reports on Form 10-Q during 2006, (2) any Current Reports on Form 8-K, and (3) any necessary or appropriate amendment or amendments to any such reports and any necessary or appropriate amendment or amendments to the Annual Report on Form 10-K for the year ended December 31, 2005, each such report or amendments to such reports to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto.

 

 

Yours very truly,

 

 

 

/s/W. R. Hinson

W. Ron Hinson

Comptroller and Chief Accounting Officer

 

 

 

 

 

EX-31.A.1 3 x31a1.htm

Exhibit 31(a)1

THE SOUTHERN COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, David M. Ratcliffe, certify that:

1.

I have reviewed this annual report on Form 10-K/A of The Southern Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2006

/s/David M. Ratcliffe

David M. Ratcliffe

Chairman, President and Chief Executive Officer

 

 

 

 

EX-31.A.2 4 x31a2.htm

Exhibit 31(a)2

THE SOUTHERN COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Thomas A. Fanning, certify that:

1.

I have reviewed this annual report on Form 10-K/A of The Southern Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2006

/s/Thomas A. Fanning

Thomas A. Fanning

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

EX-32.A 5 x32a.htm

Exhibit 32(a)

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K/A of The Southern Company for the year ended December 31, 2005, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K/A of The Southern Company for the year ended December 31, 2005, 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 Annual Report on Form 10-K/A of The Southern Company for the year ended December 31, 2005, fairly presents, in all material respects, the financial condition and results of operations of The Southern Company.

 

 

 

 

/s/David M. Ratcliffe

David M. Ratcliffe

Chairman, President and

Chief Executive Officer

 

 

 

 

 

/s/Thomas A. Fanning

Thomas A. Fanning

Executive Vice President,

Chief Financial Officer and Treasurer

 

 

 

Date: March 2, 2006

 

 

 

 

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