[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
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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
