[Federal Register Volume 60, Number 69 (Tuesday, April 11, 1995)]
[Notices]
[Pages 18436-18437]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-8798]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26265]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

April 5, 1995.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by May 1, 1995, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

The Southern Company (70-8595)

Notice of Proposal to Issue Common Stock; Order Authorizing 
Solicitation of Proxies

    The Southern Company (``Southern''), 64 Perimeter Center East, 
Atlanta, Georgia 30346, a registered holding company, has filed a 
declaration under sections 6(a), 7 and 12(e) of the Act and rules 54, 
62 and 65 thereunder.
    Souther proposes, from time to time through December 31, 2005, to 
issue up to one million shares of its common stock, par value $5.00 per 
share (``Common Stock''), pursuant to The Outside Directors Stock Plan 
for Subsidiaries of The Southern Company (``Plan''). The Commons Stock 
to be issued was authorized by order dated November 2, 1993 (HCAR No. 
25917) (``1993 Order''). In addition, the 1993 Order authorizes 
Southern to acquire Common Stock on the open market to deliver to a 
director in accordance with the Plan.
    The Plan provides that any member of the Board of Directors of a 
System Company, defined in the Plan as Alabama Power Company (``Alabama 
Power''), Georgia Power Company (``Georgia Power''), Gulf Power Company 
(``Gulf Power''), Mississippi Power Company (``Mississippi Power'') and 
Savannah Electric and Power Company (``Savannah Electric''), who is not 
otherwise actively employed by Southern or any of its subsidiaries or 
affiliates shall receive a portion of his or her annual retainer fee 
(``Retainer Fee''), as set forth in the table below, in unrestricted 
Common Stock of Southern, with the remainder of the Retainer Fee to be 
payable, in increments elected by the director, in cash or in 
unrestricted Common Stock of Southern. Initially, annual Retainer Fees 
for directors of the System Companies are as follows:

------------------------------------------------------------------------
                                                               Dollar   
                                                   Annual     amount of 
                    Company                       retainer    required  
                                                    fee         stock   
                                                            distribution
------------------------------------------------------------------------
Albama Power...................................    $20,000       $3,000 
Georgia Power..................................     23,000        3,000 
Gulf Power.....................................     12,000        2,000 
Mississippi Power..............................     12,000        2,000 
Savannah Electric..............................     12,000        2,000 
------------------------------------------------------------------------

    The board of directors of Southern has adopted the Plan, subject to 
stockholder approval. The Plan will be administered by the Compensation 
Committee of the board of directors of Southern (``Committee''). The 
Committee will have the discretion to interpret the Plan, including any 
ambiguities contained therein and, subject to its provisions, to make 
all determinations necessary or desirable for the Plan's 
administration.
    Outside directors shall have a one-time opportunity, pursuant to 
the Plan, to elect the remaining portion of his or her compensation in 
excess of the dollar amount of required stock distribution to be paid 
in Common Stock. Such election shall be made on the form provided to 
the director by the Committee, which form shall acknowledge that once 
made, such election is irrevocable. Notwithstanding the foregoing, if, 
when and as permitted by the Commission, the Plan Administrator may 
allow a Participant to elect to change the amount of his or her 
Retainer Fee paid in Common Stock; provided, that such election shall 
not affect the dollar amount of such Participant's required Common 
Stock distribution.
    Any Common Stock due to a nonemployee director will be paid on a 
quarterly basis, with the first such quarterly distribution being made 
on April 1 of each year and succeeding quarterly distributions being 
made on July 1, October 1, and January 1 of each year. Notwithstanding 
the foregoing, for purposes of the 1995 calendar year, no stock 
distributions shall be made prior to July 1, 1995; provided, however, 
that for participants who are directors of Alabama Power and Georgia 
Power the stock distribution to be made on July 1, 1995 quarterly 
distributions.
    The amount of Common Stock to be distributed to a nonemployee 
director pursuant to the Plan shall initially be determined by first 
dividing the director's required and elected dollar amount of Common 
Stock compensation under the Plan by four and then dividing such 
quarterly quotient by the market value of the Common Stock on the date 
one day prior to the date of distribution, with subsequent 
distributions based on such quarterly quotient divided by the market 
value of the Common Stock on the date one day prior to the date of such 
subsequent distributions. For purposes of valuing such Common Stock, 
the term ``market value'' shall mean the average of the high and low 
prices of the Common Stock, as published in the Wall Street Journal in 
its report of New York Stock Exchange composite transactions, on the 
date such market value is to be determined (or the average of the high 
and low sale prices on the trading day immediately preceding such date 
if the Common Stock is not traded on the applicable valuation date).
    Southern further proposes to submit the Plan for consideration and 
action by its stockholders at the annual meeting of such stockholders 
to be held on May 24, 1995, and in connection therewith, to solicit 
proxies from its stockholders. Consequently, Southern requests that the 
effectiveness of its declaration with respect to such solicitation of 
proxies be permitted to become effective as soon as practicable as 
provided in rule 62(d). [[Page 18437]] 
    Furthermore, Southern represents that, pursuant to rule 54, all of 
the criteria of rule 53 (a) and (b) are satisfied.
    It appearing to the Commission that Southern's declaration 
regarding the proposed solicitation of proxies should be permitted to 
become effective forthwith, pursuant to rule 62:
    It Is Ordered, that the declaration regarding the proposed 
solicitation of proxies be, and it hereby is, permitted to become 
effective forth with, pursuant to rule 62 and subject to the terms and 
conditions prescribed in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-8798 Filed 4-10-95; 8:45 am]
BILLING CODE 8010-01-M