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) March 25, 2005
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-3526 The Southern Company 58-0690070
(A Delaware Corporation)
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(404) 506-5000
The address of the registrant has not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
For information concerning the Mirant Corporation ("Mirant") bankruptcy
matter pending in the U.S. Bankruptcy Court in the Northern District of Texas
(the "Bankruptcy Court"), see Note 3 to the financial statements of The Southern
Company ("Southern Company") under "Mirant Related Matters - Mirant Bankruptcy"
in Item 8 of Southern Company's Annual Report on Form 10-K for the year ended
December 31, 2004. Also see MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE
EARNINGS POTENTIAL - "Other Matters - Mirant Related Matters" in Item 7 of
Southern Company's Annual Report on Form 10-K for the year ended December 31,
2004.
In June 2004, Mirant's bankruptcy counsel notified Southern Company
that it was investigating, on behalf of a committee of independent Mirant
directors, potential claims against Southern Company. Southern Company produced
documents in response to related informal requests by Mirant's bankruptcy
counsel and has cooperated in the investigation. On March 25, 2005, Mirant filed
with the Bankruptcy Court a First Amended Disclosure Statement relating to
Mirant's plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. In
the First Amended Disclosure Statement, Mirant disclosed that its board of
directors has authorized litigation against Southern Company to recover certain
transfers made by Mirant to Southern Company from 1999 through 2001. The
transfers disclosed by Mirant include (1) certain dividends in an aggregate
amount of $668 million, (2) the repayment of certain intercompany loans and
accrued interest thereon in an aggregate amount of $1.035 billion, and (3) the
dividend distribution of one share of Series B Preferred Stock and its
subsequent redemption in exchange for Mirant's 80% interest in a holding company
which owned SE Finance Capital Corporation and Southern Company Capital Funding,
Inc., which transfer Mirant asserts is valued at $242 million. Other than
identifying these transfers, the First Amended Disclosure Statement provided no
factual or legal basis for any claim against Southern Company. Southern Company
believes there is no meritorious basis for a claim and intends to vigorously
defend itself in the event Mirant brings an action to recover any amounts in
connection with these transfers. The ultimate outcome of any potential action by
Mirant cannot be determined at this time.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 30, 2005 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary