SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 1998
THE SOUTHERN COMPANY
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(Exact name of registrant as specified in its charter)
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Delaware 1-3526 58-0690070
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
270 Peachtree Street, NW, Atlanta, Georgia 30303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 393-0650
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N/A
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(Former name or former address, if changed since last report.)
2
Item 5. Other Events.
On December 18, 1998, The Southern Company ("Southern"),
Southern Company Capital Funding, Inc. ("Capital") and Southern Company Capital
Trust V (the "Trust") entered into an Underwriting Agreement covering the issue
and sale by the Trust of 6,000,000 6.875% Cumulative Quarterly Income Preferred
Securities (liquidation amount $25 per Preferred Security). Said Preferred
Securities were registered under the Securities Act of 1933, as amended,
pursuant to the registration statement (Registration Statement Nos. 333-64871,
333-64871-01, 333-64871-02, 333-64871-03 and 333-64871-04) of Southern, Capital
and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.3 Underwriting Agreement, dated December 18, 1998,
among Southern, Capital, the Trust and Goldman, Sachs
& Co., as Representative of the Underwriters named in
Schedule I thereto.
4.4 Third Supplemental Indenture dated as of December 23,
1998, providing for the issuance of Capital's Series
E 6.875% Junior Subordinated Notes due December 31,
2028.
4.7-A Amended and Restated Trust Agreement of Southern
Company Capital Trust V.
4.8-A Form of Preferred Security of Southern Company
Capital Trust V (included in Exhibit 4.7-A above).
4.10 Form of Series E 6.875% Junior Subordinated Note
(included in Exhibit 4.4 above).
4.11-A Preferred Securities Guarantee of Southern relating
to the Preferred Securities.
4.12-A Agreement as to Expenses and Liabilities relating to
Southern Company Capital Trust V (included in Exhibit
4.7-A above).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: December 23, 1998 THE SOUTHERN COMPANY
By /s/Patricia Roberts
Patricia Roberts
Assistant Secretary
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 1998
THE SOUTHERN COMPANY
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
-------------------------------------------------------------------------------
Delaware 1-3526 58-0690070
-------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
270 Peachtree Street, NW, Atlanta, Georgia 30303
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 393-0650
-----------------------------
N/A
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
2
Item 5. Other Events.
On December 18, 1998, The Southern Company ("Southern"),
Southern Company Capital Funding, Inc. ("Capital") and Southern Company Capital
Trust V (the "Trust") entered into an Underwriting Agreement covering the issue
and sale by the Trust of 6,000,000 6.875% Cumulative Quarterly Income Preferred
Securities (liquidation amount $25 per Preferred Security). Said Preferred
Securities were registered under the Securities Act of 1933, as amended,
pursuant to the registration statement (Registration Statement Nos. 333-64871,
333-64871-01, 333-64871-02, 333-64871-03 and 333-64871-04) of Southern, Capital
and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.3 Underwriting Agreement, dated December 18, 1998,
among Southern, Capital, the Trust and Goldman, Sachs
& Co., as Representative of the Underwriters named in
Schedule I thereto.
4.4 Third Supplemental Indenture dated as of December 23,
1998, providing for the issuance of Capital's Series
E 6.875% Junior Subordinated Notes due December 31,
2028.
4.7-A Amended and Restated Trust Agreement of Southern
Company Capital Trust V.
4.8-A Form of Preferred Security of Southern Company
Capital Trust V (included in Exhibit 4.7-A above).
4.10 Form of Series E 6.875% Junior Subordinated Note
(included in Exhibit 4.4 above).
4.11-A Preferred Securities Guarantee of Southern relating
to the Preferred Securities.
4.12-A Agreement as to Expenses and Liabilities relating to
Southern Company Capital Trust V (included in Exhibit
4.7-A above).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: December 23, 1998 THE SOUTHERN COMPANY
By /s/Patricia Roberts
Patricia Roberts
Assistant Secretary