[Federal Register Volume 59, Number 72 (Thursday, April 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-9016]


[[Page Unknown]]

[Federal Register: April 14, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26022]

 

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

April 8, 1994.
    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 
declarant(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 2, 1994 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 (70-8399)

Notice of Proposal To Issue and Sell Common Stock in Connection With 
the Adoption of an Outside Directors Stock Plan; Order Authorizing 
Proxy Solicitation
    The Southern Company (``Southern''), 64 Perimeter Center East, 
Atlanta, Georgia 30346, a registered holding company, has filed a 
declaration pursuant to sections 6(a), 7 and 12(e) of the Act and Rules 
50(a)(5), 62 and 65 thereunder.
    Southern proposes to adopt, subject to shareholder approval at the 
1994 annual meeting of shareholders to be held on May 25, 1994 (``1994 
Annual Meeting''), The Southern Company Outside Directors Stock Plan 
(``Plan''). Under the Plan, Southern proposes to issue, from time-to-
time through December 31, 2004, up to one million shares of common 
stock, par value of $5 (``Common Stock''). Southern states that the 
purpose of the Plan is to provide a mechanism for non-employee 
directors to automatically increase their ownership of Southern Common 
Stock and thereby further align their interests with those of the 
shareholders of Southern.
    Common Stock which may be issued under the Plan will be newly 
issued shares which have been authorized but unissued shares or shares 
that will be acquired on the open market pursuant to a prior 
authorization. The Plan provides that any member of the board of 
directors who is not otherwise actively employed by Southern or any of 
its subsidiaries or affiliates shall receive a portion of the annual 
retainer fee (currently $30,000) equal to $5,000 in unrestricted Common 
Stock, with the remainder of to be payable in increments elected by the 
director, in cash or in Common Stock. Southern requests an exception 
from the competitive bidding requirements of Rule 50 under the Act 
pursuant to subsection (a)(5) in connection with any issuance or sale 
of Common Stock under the Plan.
    In addition, Southern requests authorization to solicit proxies 
from its shareholders for approval of the Plan, among other things, at 
its 1994 Annual Meeting. Southern requests that the effectiveness of 
its declaration with respect to the solicitation of proxies for voting 
by its shareholders on the Plan be permitted to become effective as 
provided in Rule 62(d).
    It appearing to the Commission that the 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 forthwith, under 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. 94-9016 Filed 4-13-94; 8:45 am]
BILLING CODE 8010-01-M