-----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, lqxLONmxjC7nho0SoNu6heVjuEFTJcJTLMqu1B0qEq5zd4+DNrKRYH9mNo/F17Tq XaLZ95IBAXzEpkMOD+DR2Q== 0000092122-95-000001.txt : 19950111 0000092122-95-000001.hdr.sgml : 19950111 ACCESSION NUMBER: 0000092122-95-000001 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950110 SROS: NYSE 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-51433 FILM NUMBER: 95500857 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on January 10, 1995 Registration No. 33-51433 ====================================================================== 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 ---------------- 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) 64 Perimeter Center East Atlanta, Georgia 30346 404-393-0650 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 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 D. McLANAHAN, ESQ. Financial Vice President TROUTMAN SANDERS THE SOUTHERN COMPANY 600 Peachtree Street, N.E. 64 Perimeter Center East Suite 5200 Atlanta, Georgia 30346 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___ ______________________________ ====================================================================== EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 33-51433), covering shares of common stock, par value $5 per share ("Shares"), of The Southern Company (the "Company"), is filed in accordance with Rule 416(b) under the Securities Act of 1933, as amended, to reflect an increase in the number of Shares registered. Pursuant to said Rule 416(b), the Registration Statement is deemed to cover an additional 7,200,000 Shares (for an aggregate of 14,400,000 Shares remaining unsold) as the result of a two-for-one stock split effected in the form of a stock distribution by the Company on February 28, 1994 with respect to Shares held of record at the close of business on February 7, 1994. This Amendment, which also generally updates the information contained in the prospectus included in the Registration Statement, is filed prior to the offering of such additional Shares. 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: JANUARY 10, 1995 PROSPECTUS THE SOUTHERN COMPANY Common Stock (Par Value $5 Per Share) _______________________________________________ The Southern Company ("SOUTHERN") may sell up to 14,400,000 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 January __, 1995, the last sale price of SOUTHERN's common stock, as reported by The Wall Street Journal, was $__. ---------------------------------------- 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 January __, 1995. 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"), Southern Nuclear Operating Company, Inc. ("Southern Nuclear") and Southern Communications Services, Inc. ("Southern Communications"). 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. Southern Communications, organized in late 1994, will oversee the installation of a wireless digital communications system that will operate as a specialized mobile radio service provider to serve the needs of the operating affiliates and regional non- affiliates. 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. 3 DIVIDENDS AND PRICE RANGE The table below sets forth, for the periods indicated, the high and low sales prices of SOUTHERN's common stock as reported by The Wall Street Journal as NYSE-Composite Transactions. The price range and dividend information included herein reflects the two-for-one stock split effected in the form of a stock distribution by SOUTHERN in February 1994. Year High Low By Quarters High Low 1990 14 5/8 11 1/2 1993 First Quarter 21 3/8 18 3/8 1991 17 3/8 12 7/8 Second Quarter 22 1/2 19 3/8 Third Quarter 23 20 1/2 1992 19 1/2 15 1/8 Fourth Quarter 23 5/8 20 3/4 1993 23 5/8 18 3/8 1994 First Quarter 22 18 1/2 1994 22 17 Second Quarter 20 1/2 17 3/4 Third Quarter 20 17 Fourth Quarter 21 18 1/4 1995 First Quarter (through January__) The last sale price of the common stock on January __, 1995, as reported by The Wall Street Journal, was $___ per share. The consolidated book value per share of SOUTHERN's common stock at September 30, 1994 was $12.45. 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 1990-1994. Future dividends will depend on future earnings, the financial condition of SOUTHERN and the operating affiliates and other factors. 4 Period Common Dividends Period Common Dividends Per Share Per Share 1990 $1.07 1993 (first quarter) $.285 (second quarter) .285 1991 1.07 (third quarter) .285 (fourth quarter) .285 1992 1.10 1994 (first quarter) .295 1993 1.14 (second quarter) .295 (third quarter) .295 1994 1.18 (fourth quarter) .295 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 December 31, 1994, there were 656,528,126 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, 1994, $1,589,203,000 of consolidated retained earnings, of a total of $3,207,850,000 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 5 retained earnings computed on the cost method of accounting ($337,848,000 at September 30, 1994). The equity in undistributed earnings of subsidiary companies, except for the $1,589,203,000 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. 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 LLP, 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, 1993, incorporated by reference in this Prospectus, have been audited by Arthur Andersen LLP, 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 include explanatory paragraphs which refer to an uncertainty with respect to the actions of the regulators regarding the recoverability of GEORGIA's investment in the Rocky Mountain pumped storage hydroelectric project and changes in SOUTHERN's methods of accounting for postretirement benefits other than pensions and for income taxes. Statements as to matters of law and legal conclusions in SOUTHERN's Annual Report on Form 10-K for the year ended December 6 31, 1993, 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 20,633 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 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 7 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.; 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 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. 8 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: 1. Annual Report on Form 10-K for the year ended December 31, 1993. 2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994. 3. Current Report on Form 8-K dated February 16, 1994. 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. 9 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 relating to registration statement $146,552 $ ---- *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, prospectus, etc. 10,000 10,000 Fee of counsel for SOUTHERN, Troutman Sanders 22,000 16,000 Fee of accountants, Arthur Andersen LLP 40,000 40,000 Services of Southern Company Services, Inc. 20,000 20,000 Miscellaneous, including telephone charges and traveling 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 II-1 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. 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: II-2 "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." 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 II-3 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 October 21, 1991 and presently in effect. (Designated in Form U-1, File No. 70-8181, as Exhibit A-2.) 5 Opinion of Troutman Sanders, counsel for SOUTHERN (previously filed). 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 LLP (previously filed). 24 Powers of Attorney and resolution. (Designated in Registration No. 33-23153 as Exhibit 24(a).) ___________________ *To be subsequently filed or incorporated by reference. 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. II-4 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; (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: II-5 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-6 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 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 10th day of January, 1995. THE SOUTHERN COMPANY By: Edward L. Addison, Chairman of the Board By: s/Wayne Boston (Wayne Boston, Attorney-in-Fact) Pursuant to the requirements of the Securities Act of 1933, this amendment to the 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 Chairman of the Board (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 Elmer B. Harris ) Earl D. McLean, Jr. ) William A. Parker, Jr. ) William J. Rushton, III ) Gloria M. Shatto ) Herbert Stockham ) By: s/Wayne Boston January 10, 1995 (Wayne Boston, Attorney-in-Fact) II-7 Exhibit Index 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 October 21, 1991 and presently in effect. (Designated in Form U-1, File No. 70-8181, as Exhibit A-2.) 5 Opinion of Troutman Sanders, counsel for SOUTHERN (previously filed). 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 LLP (previously filed). 24 Powers of Attorney and resolution. (Designated in Registration No. 33-23153 as Exhibit 24(a).) ___________________ *To be subsequently filed or incorporated by reference. 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. EX-23 2 EXHIBIT 23(B) EXHIBIT 23(b) BALCH & BINGHAM P.O. BOX 306 BIRMINGHAM, ALABAMA 35201 (205) 251-8100 January 10, 1995 The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 Re: The Southern Company Post-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 33-51433 Ladies and Gentlemen: We are familiar with the above-captioned post-effective amendment and the related prospectus proposed to be filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have represented Alabama Power Company (the "Company") and Southern Electric Generating Company in connection therewith. In response to your request for our opinion, we advise you that we have reviewed the statements under the captions in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated therein by reference pursuant to Item 12 of Form S-3, as are indicated under the caption "Legal Opinions and Experts" in such prospectus as to matters of law and legal conclusions, and in our opinion such statements are correct. We hereby consent to the filing of this opinion as an exhibit to the above registration statement and to the statements made in regard to our firm under the caption "Legal Opinions and Experts" in such prospectus. Very truly yours, /s/Balch & Bingham BALCH & BINGHAM EX-23 3 EXHIBIT 23(C) EXHIBIT 23(c) TROUTMAN SANDERS 600 PEACHTREE STREET, SUITE 5200 ATLANTA, GEORGIA 30308-2216 (404) 885-3000 January 10, 1995 The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 Re: The Southern Company Post-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 33-51433 Ladies and Gentlemen: We are familiar with the above-captioned post-effective amendment and the related prospectus proposed to be filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have represented Georgia Power Company (the "Company") in connection therewith. In response to your request for our opinion, we advise you that we have reviewed the statements under the captions in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated therein by reference pursuant to Item 12 of Form S-3, as are indicated under the caption "Legal Opinions and Experts" in such prospectus as to matters of law and legal conclusions, and in our opinion such statements are correct. We hereby consent to the filing of this opinion as an exhibit to the above registration statement and to the statements made in regard to our firm under the caption "Legal Opinions and Experts" in such prospectus. Very truly yours, /s/Troutman Sanders TROUTMAN SANDERS EX-23 4 EXHIBIT 23(D) EXHIBIT 23(d) BEGGS & LANE P.O. BOX 12950 PENSACOLA, FLORIDA 32576-2950 (904) 432-2451 January 10, 1995 The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 Re: The Southern Company Post-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 33-51433 Ladies and Gentlemen: We are familiar with the above-captioned post-effective amendment and the related prospectus proposed to be filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have represented Gulf Power Company (the "Company") in connection therewith. In response to your request for our opinion, we advise you that we have reviewed the statements under the captions in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated therein by reference pursuant to Item 12 of Form S-3, as are indicated under the caption "Legal Opinions and Experts" in such prospectus as to matters of law and legal conclusions, and in our opinion such statements are correct. We hereby consent to the filing of this opinion as an exhibit to the above registration statement and to the statements made in regard to our firm under the caption "Legal Opinions and Experts" in such prospectus. Very truly yours, /s/Beggs & Lane BEGGS & LANE EX-23 5 EXHIBIT 23(E) EXHIBIT 23(e) EATON AND COTTRELL, P.A. 1310 TWENTY FIFTH AVENUE GULFPORT, MISSISSIPPI 39501-7748 (601) 864-9900 January 10, 1995 The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 Re: The Southern Company Post-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 33-51433 Ladies and Gentlemen: We are familiar with the above-captioned post-effective amendment and the related prospectus proposed to be filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have represented Mississippi Power Company (the "Company") in connection therewith. In response to your request for our opinion, we advise you that we have reviewed the statements under the captions in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated therein by reference pursuant to Item 12 of Form S-3, as are indicated under the caption "Legal Opinions and Experts" in such prospectus as to matters of law and legal conclusions, and in our opinion such statements are correct. We hereby consent to the filing of this opinion as an exhibit to the above registration statement and to the statements made in regard to our firm under the caption "Legal Opinions and Experts" in such prospectus. Very truly yours, /s/Eaton and Cottrell, P.A. EATON AND COTTRELL, P.A. EX-23 6 EXHIBIT 23(F) EXHIBIT 23(f) BOUHAN, WILLIAMS & LEVY P.O. BOX 2139 SAVANNAH, GEORGIA 31498-1001 (912) 236-2491 January 10, 1995 The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 Re: The Southern Company Post-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 33-51433 Ladies and Gentlemen: We are familiar with the above-captioned post-effective amendment and the related prospectus proposed to be filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have represented Savannah Electric and Power Company (the "Company") in connection therewith. In response to your request for our opinion, we advise you that we have reviewed the statements under the captions in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, incorporated therein by reference pursuant to Item 12 of Form S- 3, as are indicated under the caption "Legal Opinions and Experts" in such prospectus as to matters of law and legal conclusions, and in our opinion such statements are correct. We hereby consent to the filing of this opinion as an exhibit to the above registration statement and to the statements made in regard to our firm under the caption "Legal Opinions and Experts" in such prospectus. Very truly yours, /s/Bouhan, Williams & Levy BOUHAN, WILLIAMS & LEVY -----END PRIVACY-ENHANCED MESSAGE-----