-----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, BAh7F6fs2HrZvCtV+IyhBpd0YuVokf3wakPiV59OMBuHKlIKgBZ1lumTHE4ub25g mUS8358w696kXN/4KparCw== 0000092122-95-000007.txt : 19950607 0000092122-95-000007.hdr.sgml : 19950607 ACCESSION NUMBER: 0000092122-95-000007 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950126 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: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 033-51433 FILM NUMBER: 95502981 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 424B5 1 Filed Pursuant To Rule 424(b)(5) Registration No. 33-51433 PROSPECTUS SUPPLEMENT (To Prospectus Dated January 12, 1995) 5,000,000 SHARES THE SOUTHERN COMPANY COMMON STOCK (PAR VALUE $5 PER SHARE) The outstanding shares of common stock of The Southern Company ("SOUTHERN") are, and the shares of common stock offered hereby ("Stock") will be, listed on the New York Stock Exchange. The reported last sale price of the common stock on the New York Stock Exchange on January 25, 1995 was $20.50 per share. 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 SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - --------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC DISCOUNT SOUTHERN(1) Per Share.............................. $20.6100 $.0516 $20.5584 Total.................................. $103,050,000 $258,000 $102,792,000
- -------------------------------------------------------------------------------- (1) Before deducting expenses payable by SOUTHERN estimated to be $188,000. The Stock is offered subject to receipt and acceptance by the Underwriter, to prior sale and to the Underwriter's right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Stock will be made at the office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or through the facilities of The Depository Trust Company, on or about February 1, 1995. - --------------------------------------------------------- SALOMON BROTHERS INC - -------------------------------------------------------------------------------- The date of this Prospectus Supplement is January 25, 1995. USE OF PROCEEDS The proceeds from the sale of the Stock will be applied by SOUTHERN to repay a portion of its outstanding short-term debt, which aggregated approximately $260,000,000 as of January 25, 1995. RECENT RESULTS OF OPERATIONS Following is a summary of the results of operations (unaudited) for the year ended December 31, 1994. In the opinion of the management of SOUTHERN, the amounts shown reflect all adjustments (which, except for the provision for separation benefits ($61,000,000 after taxes) and the gains of $28,000,000 on the sales of interests relating to certain generating facilities recorded in 1994, included only normal recurring adjustments) necessary to present fairly the results of operations for such period, subject to the effect of such adjustments, if any, as might have been required had the outcome of the uncertainty with respect to the actions of the regulators regarding the recoverability of the investment of Georgia Power Company in the Rocky Mountain pumped storage hydroelectric project been known.
YEAR ENDED DECEMBER 31, 1994 -------------- (UNAUDITED) Operating Revenues........................................................ $8,297,000,000 Income Before Interest Charges............................................ $1,736,000,000 Consolidated Net Income................................................... $989,000,000 Average Number of Shares of Common Stock Outstanding...................... 649,927,000 Earnings per Share of Common Stock........................................ $1.52 Cash Dividends Paid per Share of Common Stock............................. $1.18
On January 16, 1995, the board of directors of SOUTHERN declared a quarterly dividend on the common stock in the amount of $.30 1/2 per share, payable on March 6, 1995 to stockholders of record as of the close of business on February 6, 1995. Future dividends will depend on future earnings, the financial condition of SOUTHERN and its operating affiliates and other factors. Assuming that the Stock offered hereby is offered and sold on or before February 6, 1995 as planned, holders of record of the Stock as of the close of business on February 6, 1995 will be entitled to receive such cash dividend. UNDERWRITING Under the terms and subject to the conditions set forth in the Purchase Contract, Salomon Brothers Inc has agreed to purchase, and SOUTHERN has agreed to sell to Salomon Brothers Inc the Stock. Pursuant to the Purchase Contract and subject to the terms and conditions set forth therein, Salomon Brothers Inc has agreed to purchase all the Stock offered hereby if any such Stock is purchased. Salomon Brothers Inc proposes to offer the Stock to the public initially at the public offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession of $.03 per share. Salomon Brothers Inc may allow and such dealers may reallow a concession not in excess of $.005 per share on sales to certain other dealers. After the initial offering, the public offering price and concession and discount to dealers may be changed. SOUTHERN has agreed to indemnify Salomon Brothers Inc against certain civil liabilities, including certain liabilities under the Securities Act of 1933, as amended. S-2 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 12, 1995, the last sale price of SOUTHERN's common stock, as reported by The Wall Street Journal, was $20 1/4. --------------------- 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 12, 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. 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 20 3/8 19 5/8 (through Jan. 12)
3 The last sale price of the common stock on January 12, 1995, as reported by The Wall Street Journal, was $20 1/4 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.
COMMON DIVIDENDS COMMON DIVIDENDS PERIOD PER SHARE PERIOD 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 (second quarter) .295 1993..................... 1.14 (third quarter) .295 (fourth quarter) .295 1994..................... 1.18
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 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 4 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 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' 5 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.; 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. 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 Reports on Form 8-K dated January 26, 1994 and 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. 6 -----END PRIVACY-ENHANCED MESSAGE-----