[Federal Register Volume 62, Number 77 (Tuesday, April 22, 1997)]
[Notices]
[Pages 19635-19636]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-10383]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26706]


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

April 16, 1997.
    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 12, 1997, 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 (70-9035)

Notice of Proposal To Issue Securities; Order Authorizing Solicitation 
of Proxies

    The Southern Company (``Southern''), 270 Peachtree Street, N.W., 
Atlanta, Georgia 30303, a registered holding company, has filed a 
declaration pursuant to sections 6(a), 7 and 12(e) of the Act and rules 
62 and 65 thereunder.
    Southern proposes, from time to time through February 17, 2007, to 
grant Incentive Stock Options, Nonqualified Stock Options, Stock 
Appreciation Rights and Restricted Stock (collectively, ``Awards''), 
and to issue up to 40 million shares of its common stock, par value 
$5.00 per share (``Common Stock''), pursuant to the Southern Company 
Performance Stock Plan (``Plan''). The Compensation & Management 
Succession Committee of the Board of Directors of Southern will 
administer the Plan. The Plan permits the Committee to grant, in its 
discretion, Awards to directors of Southern or certain of its 
subsidiaries and those employees, as determined by the Committee, who 
have a significant impact on the long-term performance and success of 
Southern.
    Nonqualified Stock Options entitle the grantee to purchase, not 
more than ten years after the grant, up to the number of shares of 
Common Stock specified in the grant at a price set by the Committee at 
the time the grant is made. The price cannot be less than fair market 
value on the date of grant.
    Stock Options designated by the Committee as Incentive Stock 
Options are intended to comply with section 422 of the Internal Revenue 
Code and may be granted only to employees. The aggregate amount 
(calculated on the basis of the fair market value of Common Stock at 
the time of each grant) of the interest of any grantee in Incentive 
Stock Options that may vest in a calendar year may not exceed $100,000.
    Stock Appreciation Rights may be granted in the sole discretion of 
the Committee in conjunction with an Incentive Stock Option or 
Nonqualified Stock Option and may not be exercised more than ten years 
after the date granted. Stock Appreciation Rights, when exercised, 
entitle the grantee to the appreciation in value (from the date granted 
to the date exercised) of the number of shares of Common Stock 
specified in the grant. Such amount would be payable in cash and/or 
Common Stock, as determined by the Committee.
    Restricted Stock awards are grants of shares of Common Stock held 
by

[[Page 19636]]

Southern for the benefit of the grantee without payment of 
consideration by the grantee. The Committee will establish a 
restriction period of one through ten years for each award. The 
grantee's right to transfer the shares is subject to restrictions, but 
the grantee will be entitled to dividends paid on the Restricted Stock 
and will have the right to vote the shares.
    Southern proposes to make a total of 40 million shares of Common 
Stock available for grants under the Plan. The maximum number of shares 
of Common Stock that may be the subject of any award to a grantee 
during any calendar year is one million.
    The Plan will terminate February 17, 2001, unless terminated sooner 
by the Board of Directors. The Board of Directors of Southern may 
terminate or amend the Plan at any time, but may not, without 
stockholder approval, increase the total number of shares of Common 
Stock available for grants.
    Approval of the Plan requires the affirmative vote of the holders 
of a majority of the shares of Common Stock represented in person or by 
proxy at the annual meeting, scheduled to be held on May 28, 1997. 
Southern may employ professional proxy solicitors to assist in the 
solicitation of proxies, and may pay their expenses and compensation 
for such assistance in an amount not to exceed $30,000.
    Southern proposes to mail the notice of meeting, proxy statement 
and proxy to its shareholders for the annual meeting, and has filed its 
proxy solicitation materials relating to the Plan. It appears to the 
Commission that Southern's declaration, to the extent that it relates 
to the proposed solicitation of proxies, should be permitted to become 
effective forthwith pursuant to rule 62(d).
    It is ordered, that the declaration, to the extent that it relates 
to the proposed solicitation of proxies in connection with proposed 
approval of the Plan be, and it hereby is, permitted to become 
effective forthwith, 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. 97-10383 Filed 4-21-97; 8:45 am]
BILLING CODE 8010-01-M