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) June 16, 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") and other Mirant related matters, 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 and Note (B) under
"Mirant Related Matters" to Southern Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2005. See also 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 and MANAGEMENT'S DISCUSSION AND ANALYSIS - FUTURE EARNINGS POTENTIAL -
"Mirant Related Matters" of Southern Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2005.
On June 16, 2005, Mirant, as a debtor in possession in the Mirant
chapter 11 proceedings, and The Official Committee of Unsecured Creditors of
Mirant Corporation filed a complaint against Southern Company in the Bankruptcy
Court. The complaint alleges that Southern Company caused Mirant to engage in
certain fraudulent transfers and to pay illegal dividends to Southern Company in
1999 and 2000 with actual intent to hinder, delay or defraud creditors or,
alternatively, when Southern Company knew or should have known that Mirant was
allegedly insolvent, undercapitalized or unable to pay its debts. The alleged
fraudulent transfers and/or illegal dividends include: (1) certain dividends
from Mirant to Southern Company in the aggregate amount of $668 million, (2) the
repayment of certain intercompany loans and accrued interest 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 $247.9 million. The complaint also seeks to recharacterize certain advances
from Southern Company to Mirant for investments in energy facilities from debt
to equity. The complaint further alleges that Southern Company is liable to
Mirant's creditors for the full amount of Mirant's liability under an alter ego
theory of liability and that Southern Company caused Mirant to breach its
fiduciary duty of loyalty to its creditors. The complaint seeks monetary damages
in excess of $2 billion plus interest, punitive damages, attorneys fees and
costs. Finally, Mirant objects to Southern Company's claims against Mirant in
the Bankruptcy Court (which, in the aggregate, currently total approximately $70
million) and seeks equitable subordination of Southern Company's claims to the
claims of all other creditors.
Southern Company believes there is no meritorious basis for these
claims and intends to vigorously defend itself in this action. The ultimate
outcome of this matter 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: June 21, 2005 THE SOUTHERN COMPANY
By /s/Patricia L. Roberts
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Patricia L. Roberts
Assistant Secretary