-----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, Ln6NlQeXvvMO2hd9SRySoNf5yTgs//C7RZ6UZBMXmiuVTjTuvAGoBcGkbFgBxBY9 Ca5R0aI1zS/2JIOr9ZFr+A== 0000092122-95-000025.txt : 19950612 0000092122-95-000025.hdr.sgml : 19950612 ACCESSION NUMBER: 0000092122-95-000025 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-23153 FILED AS OF DATE: 19950303 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-57951 FILM NUMBER: 95518608 BUSINESS ADDRESS: STREET 1: 64 PERIMETER CTR EAST CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 4043930650 S-3 1 As filed with the Securities and Exchange Commission on March 3,1995. Subject to Amendment. ================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ THE SOUTHERN COMPANY (Exact name of registrant as specified in its charter) Delaware 58-0690070 (State 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. X 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. ______ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of each class Amount maximum maximum Amount of of securities to be offering price aggregate registration to be registered registered per unit* offering price* fee Common Stock, par value $5 per share . . . 60,000,000shs $20.0625 $1,203,750,000 $415,087 *These figures are based on the average of the high low prices on March 2, 1995, as reported by The Wall Street Journal in its report of NYSE-Composite Transactions, and are used solely for the purpose of calculating the registration fee pursuant to Rule 457(c). The within Prospectus contains the information required by Rule 429 of the Commission under the Securities Act of 1933 with respect to shares of common stock of the registrant covered by Registration Statement No. 33-23153. ================================================================= 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: MARCH 3, 1995 PROSPECTUS THE SOUTHERN COMPANY Dividend Reinvestment and Stock Purchase Plan The Dividend Reinvestment and Stock Purchase Plan of The Southern Company (SOUTHERN) provides holders of shares of its common stock with a convenient method of purchasing additional shares without payment of any brokerage commission or service charge. Participants in the Plan may: - have cash dividends on all of their shares automatically reinvested and have the option of investing additional amounts by making cash payments, or - have cash dividends on less than all of their shares automatically reinvested and continue to receive cash dividends on their remaining shares and have the option of investing additional amounts by making cash payments, or - invest by making optional cash payments only of not less than $25 per payment nor more than $6,000 per quarter. Shares of common stock purchased on behalf of Participants will be - at SOUTHERN's discretion - previously issued shares purchased on the open market, newly issued shares purchased directly from SOUTHERN, or a combination thereof. The price to Participants will be the weighted average price paid for the shares. Optional cash payments will be invested quarterly, concurrently with the investment of cash dividends. A complete statement of the Plan is set forth herein under the caption "Dividend Reinvestment and Stock Purchase Plan." ____________________ This Prospectus relates to shares of common stock of SOUTHERN registered for purchase under the Plan. It is suggested that this Prospectus be retained for future reference. ____________________ 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 March 3, 1995 This Prospectus is prepared and distributed by SOUTHERN, the issuer of the securities offered hereby, and is part of a Registration Statement covering approximately 64,386,092 shares of SOUTHERN's common stock, $5 par value, registered for purchase under the Dividend Reinvestment and Stock Purchase Plan of SOUTHERN. The principal executive offices of SOUTHERN are located at 64 Perimeter Center East, Atlanta, Georgia 30346, and the telephone number is (404) 393-0650. ___________________ 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 in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been so authorized. This Prospectus does not constitute an offer of any securities other than the registered securities to which it relates, 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 nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date of this Prospectus. ___________________ 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 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN The provisions of the Dividend Reinvestment and Stock Purchase Plan (the Plan) as restated to reflect all amendments thereto are as follows: PURPOSE The Plan provides eligible holders of common stock of The Southern Company (SOUTHERN) who elect to participate (Participants) with a convenient method of investing cash dividends and cash payments in additional shares of SOUTHERN's common stock without payment of any brokerage commission or service charge (see "Cost"). To the extent that such additional shares of stock are purchased from SOUTHERN, SOUTHERN will receive additional funds needed for the Southern Company system's continuing construction program and for general corporate purposes. INVESTMENT OPTIONS 1. Participants may have cash dividends on all shares of SOUTHERN's common stock registered in their names automatically reinvested in additional shares of SOUTHERN's common stock. 2. Participants may have dividends on less than all of the shares registered in their names automatically reinvested and continue to receive the remainder of their cash dividends. 3. Participants may make optional cash payments (not less than $25 per payment nor more than $6,000 per quarter) for investment in additional shares of common stock, whether or not dividends are being reinvested (see "Optional Cash Payments"). Optional cash payments will be invested quarterly, concurrently with the investment of cash dividends. See "Purchases" for an explanation of how the price of shares will be determined. Also see "Federal Tax Consequences" for tax information. ADVANTAGES - No commission or service charge is paid by a Participant in connection with purchases under the Plan (see "Cost"). - Both full and fractional shares are credited to a Participant's account. 3 - Dividends on full and fractional shares retained in the Plan account are automatically reinvested. - Statements are sent to each Participant at least quarterly, providing simplified record-keeping. ADMINISTRATION Southern Company Services, Inc., the Southern Company system service company (Southern Company Services), is the agent for the Plan and administers the Plan, keeps records, sends statements of accounts to Participants at least quarterly, and performs other duties relating to the Plan. Shares of stock purchased under the Plan will be registered in the name of Southern Company Services (or its nominee), as agent for Participants. Southern Company Services will designate a registered broker-dealer to act as an independent agent (Independent Agent) for the purpose of purchasing shares for Participants on the open market. Correspondence with Southern Company Services should be addressed to Southern Company Services, Inc., Stockholder Services, P.O. Box 88300, Atlanta, Georgia 30356. Correspondence should include the Participant's account number if one has been assigned, and a telephone number at which the Participant may be reached during business hours. Telephone inquiries may be made at (800) 554-7626 or (404) 668-2774. ELIGIBILITY Persons, including brokers, trustees or other nominees, in whose names certificates are registered are eligible to participate in the Plan. Additionally, employees of companies in the Southern Company system who are beneficial owners of SOUTHERN's common stock through participation in the Employee Stock Ownership Plan or the Employee Savings Plan may participate in the Plan. Beneficial owners of shares of SOUTHERN's common stock whose shares are registered in names other than their own (such as a broker or nominee) must become holders of record by having shares transferred into their names, or they may request their holders of record to participate on their behalf in order to participate in the Plan. ENROLLMENT An eligible shareholder may become a Participant in the Plan at any time by checking the investment option box of choice on an Enrollment Card, signing it and returning it to Southern Company Services. An Enrollment Card may be obtained at any time by 4 written request to Southern Company Services, Inc., Stockholder Services, P.O. Box 88300, Atlanta, Georgia 30356 or by calling Stockholder Services at (800) 554-7626 or (404) 668-2774. The Enrollment Card provides for the purchase of SOUTHERN's common stock as set forth under "Investment Options." Regardless of the investment option chosen, all cash dividends on shares purchased through the Plan and retained in the Participant's Plan account are automatically reinvested in additional shares of SOUTHERN's common stock. The Enrollment Card must be received by Southern Company Services on or before the record date for a dividend for that dividend to be reinvested. The record date is normally the first Monday of the calendar month preceding the month of the dividend payment. Dividend payment dates are ordinarily the sixth day of March, June, September and December. For example, to have reinvested the March 6, 1995, dividend, the Enrollment Card must have been received by Southern Company Services on or before February 6, 1995. If the Enrollment Card was received by Southern Company Services after that date, reinvestment of dividends would begin with respect to the dividend payment of the next quarter. Optional cash payments received by Southern Company Services on or before a dividend payment date will be invested with respect to that dividend payment date (see "Optional Cash Payments"). CHANGING INVESTMENT OPTION A Participant may change his or her investment option at any time by notifying Southern Company Services in writing. A change in investment option will be effective for the dividend payment date which follows the record date on or before which the notification is received by Southern Company Services. Those Participants reinvesting dividends on less than all of their shares may change the number of shares on which dividends are reinvested by notifying Southern Company Services in writing. Notice must be received by Southern Company Services no later than five business days before a record date for such a change to be effective for the related dividend payment date. COST Participants will incur no brokerage fees for purchases under the Plan. All costs of administration of the Plan are to be paid by SOUTHERN. However, Participants requesting Southern Company Services to sell their shares upon withdrawal from the Plan will pay a brokerage commission and any transfer tax (see 5 "Withdrawal From Plan"). (A broker, trustee, or other nominee participating in the Plan on behalf of the shareholder whose shares are registered in the name of such broker, trustee, or other nominee may charge such shareholder for participating on such shareholder's behalf. A broker, trustee, or other nominee also may impose terms and conditions which differ from those set forth in the Plan in connection with participation on behalf of a shareholder whose shares are registered in the name of such broker, trustee, or other nominee.) PURCHASES Shares of common stock purchased on behalf of Participants will be, at SOUTHERN's discretion, previously issued shares purchased on the open market, newly issued shares purchased directly from SOUTHERN, or a combination thereof. SOUTHERN will direct Southern Company Services with respect to each dividend payment date as to the extent to which shares are to be purchased on the open market or directly from SOUTHERN. If shares are purchased on the open market, the Independent Agent may, at its sole discretion, begin purchasing shares no earlier than 25 business days prior to the dividend payment date and complete purchasing shares no later than 25 calendar days after the dividend payment date (except where beginning at an earlier date or completion at a later date is necessary or advisable under applicable federal regulatory and securities laws). The price of shares purchased will depend upon whether, with respect to a particular dividend payment date, shares are purchased solely on the open market, solely from SOUTHERN, or in some combination thereof. The price of shares purchased solely on the open market will be equal to the weighted average price, excluding brokers' commissions, paid by the Independent Agent to acquire the shares - the Open Market Price. If no shares are purchased on the open market, the price of shares purchased directly from SOUTHERN will be equal to the average of the high and low sale prices for SOUTHERN's common stock, as published in The Wall Street Journal in its report of NYSE-Composite Transactions, on the dividend payment date (or the average of the high and low sale prices on the trading days immediately preceding and following the dividend payment date, if the common stock is not traded on the New York Stock Exchange on the dividend payment date) - the Direct Purchase Price. If publication by The Wall Street Journal of reports of share transactions does not take place or contains a reporting error, the Direct Purchase Price shall be determined by SOUTHERN on the 6 basis of such market quotations as SOUTHERN deems appropriate. No shares will be purchased directly from SOUTHERN under the Plan at less than the par value of such shares ($5.00). In the event that, with respect to a particular dividend payment date, shares are purchased directly from SOUTHERN and by the Independent Agent on the open market, the price per share will be equal to the weighted average of the Open Market Price and the Direct Purchase Price. The number of shares to be purchased is dependent upon the amount of the Participant's dividends being reinvested, the amount of optional cash payments, and the price of the shares. Each Participant's account will be credited with that number of shares, including fractional shares computed to at least three decimal places, equal to the sum of (i) the total amount of dividends to be reinvested divided by the applicable purchase price and (ii) the total amount of any optional cash payments to be invested divided by the applicable purchase price. No provision is made for ordering the purchase of a specific number of shares. If all shares purchased for a dividend payment date are purchased directly from SOUTHERN, the shares will be credited to each Participant's account as of the dividend payment date. If some or all shares purchased for a dividend payment date are purchased on the open market, the shares, including any shares purchased directly from SOUTHERN, will be credited to each Participant's account on the later of the dividend payment date or the date the Independent Agent notifies Southern Company Services that the purchase of shares is complete. No interest will be paid on dividends held for investment. OPTIONAL CASH PAYMENTS Optional cash payments will be invested quarterly, concurrently with the investment of cash dividends. Optional cash payments may be made at any time and in varying amounts of not less than $25 per payment nor more than a total of $6,000 per quarter. Any broker, trustee or other nominee participating in the Plan on behalf of more than one shareholder whose certificates are registered in the name of such broker, trustee or other nominee may make optional cash payments of not less than $25 per payment nor more than $6,000 per quarter for each such shareholder on whose behalf it is participating. A shareholder may make an optional cash payment when enrolling in the Plan by enclosing a check (made payable to The Southern Company) with the Enrollment Card. Thereafter, optional cash payments may be made through the use of optional cash payment forms sent to Participants by Southern Company Services. Optional cash payments received from a Participant on or 7 prior to a dividend payment date will be invested with respect to the dividend payment date. Optional cash payments received by Southern Company Services after a dividend payment date will be invested with respect to the next dividend payment date. No interest will be paid on optional cash payments held for investment. Therefore, it is suggested that any optional cash payments a Participant wishes to make be sent so as to reach Southern Company Services shortly before a dividend payment date. A shareholder may participate through the investment of optional cash payments without the necessity of reinvesting cash dividends by checking the "Optional Cash Payments Only" box on the Enrollment Card. However, if the "Optional Cash Payments Only" box is checked, all dividends payable on shares purchased with optional cash payments and retained in the Participant's Plan account will be reinvested automatically in additional shares of common stock. See "Purchases" for an explanation of how the price of shares will be determined. EMPLOYEE PARTICIPATION Employees of a company in the Southern Company system who are beneficial owners of SOUTHERN's common stock through participation in the Employee Stock Ownership Plan or the Employee Savings Plan may participate in the Plan by making optional cash payments. Employee Enrollment Cards may be obtained by writing to Southern Company Services, Inc., Stockholder Services, P.O. Box 88300, Atlanta, Georgia 30356 or by calling extension 2774 at Southern Company Services, Inc., Atlanta, Georgia. An eligible employee may enroll in the Plan by completing an Employee Enrollment Card and forwarding it along with the first cash payment to Southern Company Services, Inc., Stockholder Services, P.O. Box 88300, Atlanta, Georgia 30356. Additional optional cash payments may be made through the use of optional cash payment forms sent to Participants by Southern Company Services. REPORTS TO PARTICIPANTS Each Participant in the Plan will be mailed a quarterly statement as soon as practical after the dividend payment date (see "Purchases" for the period of time during which shares may be purchased). The quarterly statements are a Participant's continuing record of the cost of purchases and should be retained for income tax purposes. In addition, each Participant will receive copies of the same communications sent to all other holders of shares of common stock, including tax information for 8 reporting dividends paid. ISSUANCE OF CERTIFICATES Certificates for shares of common stock purchased under the Plan will not be issued to Participants unless requested. The number of shares credited to an account under the Plan will be shown on the Participant's quarterly statement. This convenience protects against loss, theft or destruction of stock certificates. Certificates for any number of whole shares credited to an account under the Plan will be issued upon the written request of a Participant. This request should be mailed to Southern Company Services. Any remaining full shares and fractional share will continue to be credited to the Participant's account. Certificates for fractional shares will not be issued under any circumstances. Accounts under the Plan are in the names in which certificates of the Participants were registered at the time they became Participants or, in the case of employee Participants, in the names in which their accounts in the Employee Stock Ownership Plan and/or the Employee Savings Plan were maintained at the time they became Participants. Certificates for whole shares will be similarly registered when issued. A Participant may direct that shares credited to his or her Plan account be transferred directly to another owner or the Plan account of another Participant. Requests for any transfers of Plan shares must be made in writing to Southern Company Services and must bear the signature of the Participant guaranteed by a commercial bank or a brokerage firm which is a member of the New York Stock Exchange. Those institutions required by law to maintain physical possession of certificates may request a special arrangement with Southern Company Services regarding the issuance of common stock purchased under the Plan. Shares credited to the account of a Participant under the Plan may not be pledged. A Participant who wishes to pledge such shares must request that certificates for such shares be issued in his or her name. Participants may transfer certificates for some or all of their record shares into a Plan account for safekeeping. DISCONTINUATION OF DIVIDEND REINVESTMENT A Participant may discontinue reinvesting dividends on shares registered in his or her name by notifying Southern 9 Company Services in writing. Notices received by Southern Company Services on or before a dividend record date will be effective to discontinue dividend reinvestment for the related dividend payment date. Dividends on shares held in the Participant's Plan account will continue to be reinvested until those shares are withdrawn from the Plan. WITHDRAWAL FROM PLAN A Participant may withdraw from the Plan at any time by making written notification to Southern Company Services. When a Participant withdraws from the Plan or upon termination of the Plan by SOUTHERN, certificates for whole shares held in the Participant's account will be issued, and a cash payment for any remaining fractional share will be mailed directly to the Participant. The cash payment representing any fractional share will be the sale price thereof, less any related brokerage commission and transfer tax. Upon withdrawal from the Plan, a Participant may request in writing that all shares, both whole and fractional, credited to his or her account in the Plan be sold. If the Participant requests such a sale, the sale will be made by Southern Company Services within five trading days after receipt of the written request, except that no sales will be made on a dividend record date or during the period of four business days immediately preceding a dividend record date. The proceeds of the sale, less any brokerage commission expenses and any transfer tax, will be forwarded to the Participant within five business days after the sale. TRANSFER OF RECORD SHARES If a Participant disposes of all shares of common stock registered in his or her name, Southern Company Services will continue to reinvest all dividends on the shares accumulated in the Participant's Plan account unless the Participant notifies Southern Company Services in writing that he or she wishes to withdraw the shares from his or her Plan account. If a Participant who is reinvesting dividends on less than all of the shares of common stock registered in his or her name disposes of a portion of the shares, Southern Company Services will reinvest dividends on the same number of shares as it did before the Participant's disposition of shares, unless the number of shares remaining registered in the Participant's name is less than the number of shares on which Southern Company Services is authorized to reinvest the dividends. Then Southern Company Services will reinvest the dividends on all of the Participant's remaining shares. For example, if a Participant authorized Southern Company Services to reinvest dividends on 50 of the 100 10 shares registered in that Participant's name, and the Participant then disposed of 25 shares, Southern Company Services would continue to reinvest dividends on 50 of the remaining 75 shares; or if such Participant disposes of 75 of such 100 shares, Southern Company Services would continue to reinvest dividends on all of the remaining 25 shares. FEDERAL TAX CONSEQUENCES The Federal income tax consequences that might occur as a result of participation in the Plan are not well established. Therefore, Participants are advised to consult their tax advisors with respect to tax implications that may be applicable to their specific situations. In SOUTHERN's opinion, based upon its interpretation of rulings and other factors with respect to similar plans and circumstances, the following tax implications will occur as a result of participation in the Plan: 1. Under Internal Revenue Service rulings in connection with similar plans, dividends reinvested in additional shares of common stock purchased directly from SOUTHERN or by the Independent Agent on the open market will be treated for Federal income tax purposes as having been received in the form of a cash distribution. The amount of the distribution may be increased by the amount of any brokerage commissions paid by SOUTHERN. To the extent SOUTHERN has earnings and profits for Federal income tax purposes, the distribution will be treated as a taxable dividend. The amount of the distribution would not be increased as a result of SOUTHERN's payment of administrative fees or other expenses of the Plan. However, should it be determined by the Internal Revenue Service that SOUTHERN's payment of such administrative expenses increases the amount of the distribution, the amount includable in income would be deductible as an expense incurred for the production of income by corporations and individuals who itemize deductions (subject to the two percent of adjusted gross income limitation under the Tax Reform Act of 1986). Participants who do not itemize may be liable for additional taxes including interest on any amount due to the government. 2. The taxable amount and tax basis of shares acquired through Plan participation will depend on whether shares are purchased on the open market, solely by direct purchase from SOUTHERN, or in some combination thereof. In the event that shares are purchased by the Independent Agent solely on the open market by reinvestment of dividends, the taxable amount and the tax basis of the shares acquired normally will be equal to the amount of the cash dividend plus the allocable share of brokerage commissions paid by SOUTHERN. If shares are purchased solely from SOUTHERN with reinvested 11 dividends, the taxable amount and the tax basis of the shares normally will be the fair market value of the shares on the dividend payment date (which in all cases will be equal to the amount of the dividend). The tax treatment of a stock purchase with reinvested dividends effected through a combination of open market purchases by the Independent Agent and direct purchases from SOUTHERN is not clear. SOUTHERN's position with respect to such combination purchases is that the taxable amount and the tax basis of the shares normally will be equal to the weighted average purchase price of all shares purchased (which in all cases will be equal to the amount of the dividend), increased by the allocable share of brokerage commissions paid by SOUTHERN. The tax basis of shares purchased with an optional cash payment will be the amount of such optional cash payment, increased in the case of open market purchases by the amount of brokerage commissions paid by SOUTHERN. (See the following charts for a summary.) TAXABLE AMOUNT RELATED TO SHARES ACQUIRED THROUGH PLAN PARTICIPATION Source of Shares Acquired Solely Solely From SOUTHERN on Open Market From SOUTHERN and on Open Market Reinvested Amount of Amount of Amount of dividend Dividends dividend plus dividend plus brokerage brokerage commission commission Optional Brokerage None Brokerage Cash Commission Commission Payments TAX BASIS OF SHARES ACQUIRED THROUGH PLAN PARTICIPATION Source of Shares Acquired Solely Solely From SOUTHERN on Open Market From SOUTHERN and on Open Market Reinvested Amount of Amount of Amount of dividend Dividends dividend plus dividend plus brokerage brokerage commission commission Optional Amount of Amount of Amount of optional Cash optional cash optional cash payment plus Payments payment plus cash payment brokerage brokerage commission commission 12 3. The holding period of shares acquired directly from SOUTHERN and shares purchased by the Independent Agent on the open market will begin the day after such shares are credited to the Participant's account, which in no event will be earlier than the dividend payment date. 4. A Participant will not realize any taxable income when he or she receives certificates for whole shares credited to his or her account under the Plan, either upon his or her request for certificates for certain of those shares or upon withdrawal from or termination of the Plan. However, a Participant who receives, upon withdrawal from or termination of the Plan, a cash adjustment for a fractional share credited to his or her account may realize a gain or loss (which, for most Participants, should be capital gain or loss) in respect of such cash adjustment. Gain or loss may also be realized by a Participant when whole shares are sold either by Southern Company Services upon the Participant's request when he or she withdraws from the Plan or by the Participant after withdrawal from the Plan. The amount of such gain or loss will be the difference between the amount the Participant receives for his or her shares or fractional share and his or her tax basis thereof. 5. In the case of foreign shareholders who elect to have dividends reinvested and whose dividends are subject to United States income tax withholding, Southern Company Services will invest in shares of common stock an amount equal to the dividends of such foreign Participants which are to be reinvested, less an amount equal to the tax required to be withheld. In the case of domestic shareholders whose dividends are subject to the 31 percent backup withholding tax, Southern Company Services will invest in shares of common stock an amount equal to the dividends less the amount of any tax required to be withheld. OTHER INFORMATION Rights Offering If SOUTHERN has a rights offering, warrants representing the rights on all Plan shares registered in the name of Southern Company Services (or its nominee) will be issued to Southern Company Services. Southern Company Services will sell such rights, credit each Participant's account in proportion to the full and fractional shares held therein on the record date for such rights, and treat the proceeds as an optional cash payment. Any Participant who wishes to exercise stock purchase rights on his or her Plan shares must request, prior to the record date for any such rights, that Southern Company Services forward to him or 13 her a certificate for full shares. Warrants representing rights on shares held directly by Participants will be mailed directly to them in the same manner as to shareholders not participating in the Plan. Stock Dividend or Stock Split Any stock dividends or split shares distributed by SOUTHERN on shares credited to the account of a Participant under the Plan will be added to the Participant's account. Stock dividends or split shares distributed on shares registered in the name of the Participant will be mailed in the same manner as to shareholders who are not participating in the Plan. Voting of Shares Whole and fractional shares which are credited to the account of a Participant will be added to the shares registered in his or her name, and a proxy for the combined total will be furnished to the Participant. If no instructions are received on a returned, properly signed card, with respect to any item thereon, all of a Participant's whole and fractional shares will be voted in accordance with the recommendations of SOUTHERN's Board of Directors. If the proxy is not returned or is returned unsigned, none of the Participant's shares will be voted unless the Participant votes in person or appoints another person as proxy to vote his or her shares. Responsibility of SOUTHERN and Southern Company Services SOUTHERN and Southern Company Services, in administering the Plan, will not be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death prior to receipt of notice in writing of such death. Southern Company Services reserves the right to discharge the Independent Agent and to designate another registered broker- dealer to act in such capacity. Participants should recognize that neither SOUTHERN nor Southern Company Services can assure them of a profit or protect them against a loss on the shares purchased by them under the Plan. Modification or Termination of the Plan SOUTHERN reserves the right to suspend, modify or terminate 14 the Plan at any time. All Participants will receive notice of any such suspension, material substantive modification or termination. Southern Company Services reserves the right to resign as agent for the Plan at any time upon reasonable notice to SOUTHERN in writing. USE OF PROCEEDS SOUTHERN has no basis for estimating either the number of shares of common stock that will ultimately be sold by SOUTHERN pursuant to the Plan or the prices at which such shares will be sold. However, SOUTHERN proposes to use the net proceeds from the sale of such shares together with treasury funds to make additional investments in the common equities of its subsidiaries and for other corporate purposes. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have heretofore been filed by SOUTHERN with the SEC, 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, February 16, 1994, January 25, 1995 and February 15, 1995. 4. The description of SOUTHERN's common stock contained in Registration No. 33-51433 filed under the Securities Act of 1933. 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 hereunder shall be deemed to be incorporated by reference in this Prospectus and to be made a part hereof from their respective dates of filing. SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Delaware law gives a corporation power to indemnify its directors and officers against certain liabilities in certain circumstances. The By-Laws of SOUTHERN provide for indemnification of the directors and officers against all liabilities incurred for any act, omission, step or conduct taken 15 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. The By-Laws of SOUTHERN further provide for indemnification of the directors and officers to the full extent permitted by applicable law. In addition, the Board of Directors of SOUTHERN has adopted a resolution indemnifying officers, employees and directors against expenses incurred in connection with any action relating to this Prospectus or the Registration Statement, where such action is finally adjudicated in favor of the indemnified party. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling SOUTHERN pursuant to the foregoing provisions, SOUTHERN has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable. 16 The Southern Company _______________________________ ______________________________ INDEX Dividend Reinvestment and Stock Purchase Plan Page Administration . . . . Advantages . . . . . . Changing Investment Option . . . . . . . Dividend Reinvestment Cost . . . . . . . . . and Discontinuation . . . . Stock Purchase Plan Eligibility . . . . . . Employee Participation Enrollment . . . . . . Federal Tax Consequences . . . . Investment Options . . Issuance of Certificates . . . . Modification or Termination . . . . . Optional Cash Payments ____________ Purchases . . . . . . . Purpose . . . . . . . . PROSPECTUS Reports to Participants ____________ Rights Offering . . . . Responsibility of SOUTHERN and Southern Company Services . . Stock Dividend . . . . Stock Split . . . . . . Transfer of Record Shares . . . . . . . Voting of Shares . . . March 3, 1995 Withdrawal from Plan . PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The estimated expenses of issuance and distribution, other than brokerage commissions, to be borne by SOUTHERN are as follows: Filing fee of Securities and Exchange Commission relating to registration statement . . . . . . $415,087 Charges of Plan Administrator . . . . . . . . . . 10,000 Listing on New York Stock Exchange . . . . . . . . 240,300 Cost of definitive stock certificates . . . . . . 20,000 Charges of transfer agent and registrar . . . . . 10,000 Printing and preparation of registration statement, prospectus, etc. . . . . . . . . . . 50,000 Fee of counsel for SOUTHERN, Troutman Sanders . . 8,000 Fee of accountants, Arthur Andersen LLP . . . . . 5,000 Services of Southern Company Services, Inc. . . . 20,000 Miscellaneous . . . . . . . . . . . . . . . . . . 1,613 Total . . . . . . . . . . . . . . . . . . . . . . $780,000 Item 15. Indemnification of Directors and Officers. Section 145 of Title 8 of the Delaware Code gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The same Section also gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the II-1 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: "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, II-2 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 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. II-3 23 - Consent of Arthur Andersen LLP. 24 - Powers of Attorney and resolution. Exhibits listed above which have heretofore been filed with the Securities and Exchange Commission, and which were designated as noted above, are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith. Item 17. Undertakings. (a) Undertaking related to Rule 415 offering: The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (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 II-4 of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Undertaking related to filings incorporating subsequent Securities Exchange Act of 1934 documents by reference: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-5 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 3rd day of March, 1995. THE SOUTHERN COMPANY By: A. W. Dahlberg Chairman, President and Chief Executive Officer 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 A. W. Dahlberg Chairman, President and Chief Executive Officer (Principal Executive Officer) W. L. Westbrook Financial Vice President (Principal Financial and Accounting Officer) W. P. Copenhaver ) A. D. Correll ) Paul J. DeNicola ) Jack Edwards ) H. Allen Franklin ) Bruce S. Gordon ) 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 March 3, 1995 (Wayne Boston, Attorney-in-Fact) II-6 EX-5 2 Exhibit 5 TROUTMAN SANDERS 600 PEACHTREE STREET, SUITE 5200 ATLANTA, GEORGIA 30308-2216 (404) 885-3000 March 3, 1995 The Southern Company 64 Perimeter Center East Atlanta, Georgia 30346 Re: The Southern Company Registration Statement on Form S-3 Ladies and Gentlemen: We have examined the above-captioned registration statement and related prospectus proposed to be filed by The Southern Company ("Southern") with the Securities and Exchange Commission under the Securities Act of 1933 for the registration of additional shares of its common stock, par value $5 per share (the "Stock"), to be offered pursuant to Southern's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). We have also examined certified copies of Southern's Certificate of Incorporation, as amended, and of its by-laws and are familiar with all proceedings relating to the issuance and sale of the Stock. We are of the opinion that: (a) Southern is a corporation duly organized and existing under the laws of the State of Delaware, is domesticated under the laws of the State of Georgia, and is qualified to do business as a foreign corporation under the laws of the State of Alabama. (b) Upon compliance with the relevant provisions of the Securities Act of 1933, upon issuance by the Securities and Exchange Commission of an appropriate order or orders under the Public Utility Holding Company Act of 1935 and upon compliance with the securities or blue sky laws of any jurisdiction applicable thereto, Southern may legally issue and sell the Stock in accordance with the Plan without obtaining the consent or approval of any other governmental authority. The Southern Company March 3, 1995 Page 2 (c) When the necessary consents or approvals as referred to in paragraph (b) hereinabove have been obtained, and when certificates for the Stock have been executed by Southern, countersigned and registered by the transfer agent and registrar and delivered for a consideration in accordance with the provisions of the Plan, the Stock will be valid and legally issued, fully paid and nonassessable shares of Southern, and the holders thereof will be entitled to the rights and privileges appertaining thereto as set forth in Southern's Certificate of Incorporation, as amended. We hereby consent to the filing of this opinion as an exhibit to the registration statement. Very truly yours, /s/Troutman Sanders EX-23 3 Exhibit 23 ARTHUR ANDERSEN LLP Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3, related to The Dividend Reinvestment and Stock Purchase Plan of The Southern Company, our report dated February 15, 1995 included in The Southern Company's Form 8-K dated February 15, 1995 and our reports dated February 16, 1994 included in The Southern Company's Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP ARTHUR ANDERSEN LLP Atlanta, Georgia March 1, 1995 EX-24 4 Exhibit 24 January 16, 1995 A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm and Wayne Boston Dear Sirs: The Southern Company proposes to file or join in the filing of statements under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 1994, and (2) the filing of Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during 1995. The Southern Company also proposes to file a registration statement or statements under the Securities Act of 1933, as amended, with the Securities and Exchange Commission with respect to the issuance by this Company of additional shares of its common stock pursuant to the Dividend Reinvestment and Stock Purchase Plan. The Southern Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the - 2 - foregoing said Annual Report on Form 10-K and any appropriate amendment or amendments thereto and any necessary exhibits, said Quarterly Reports on Form 10-Q and any necessary exhibits, any Current Reports on Form 8-K and any necessary exhibits, and said registration statement or statements and appropriate amendment or amendments (including post-effective amendments) thereto, to be accompanied by a prospectus or prospectuses and any appropriately amended or supplemented prospectus or prospectuses and any necessary exhibits. Yours very truly, THE SOUTHERN COMPANY By /s/A. W. Dahlberg President - 3 - /s/ Edward L. Addison /s/ Elmer B. Harris /s/ W. P. Copenhaver /s/ Earl D. McLean, Jr. /s/ A. D. Correll /s/ William A. Parker, Jr. /s/ A. W. Dahlberg /s/ William J. Rushton, III /s/ Paul J. DeNicola /s/ Gloria M. Shatto /s/ Jack Edwards /s/ Herbert Stockham /s/ H. Allen Franklin /s/ W. L. Westbrook /s/ Bruce S. Gordon /s/ Tommy Chisholm /s/ L. G. Hardman III /s/ W. Dean Hudson Extract from minutes of meeting of the board of directors of The Southern Company. - - - - - - - - - - RESOLVED FURTHER: That for the purpose of signing the registration statement or statements under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission with respect to the issuance and sale by this Company of additional shares of its common stock and of remedying any deficiencies with respect thereto by appropriate amendment or amendments (including post- effective amendments), this Company, the members of its board of directors, and its officers, are authorized to give their several powers of attorney to A. W. Dahlberg, W. L. Westbrook, Tommy Chisholm, and Wayne Boston. - - - - - - - - - - The undersigned officer of The Southern Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at a meeting of the board of directors of The Southern Company, duly held on January 16, 1995, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect. Dated March 3, 1995 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary -----END PRIVACY-ENHANCED MESSAGE-----