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) October 10, 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
1-3164 Alabama Power Company 63-0004250
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35291
(205) 257-1000
1-6468 Georgia Power Company 58-0257110
(A Georgia Corporation)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
(404) 506-6526
0-2429 Gulf Power Company 59-0276810
(A Maine Corporation)
One Energy Place
Pensacola, Florida 32520
(850) 444-6111
001-11229 Mississippi Power Company 64-0205820
(A Mississippi Corporation)
2992 West Beach
Gulfport, Mississippi 39501
(228) 864-1211
1-5072 Savannah Electric and Power Company 58-0418070
(A Georgia Corporation)
600 East Bay Street
Savannah, Georgia 31401
(912) 644-7171
The addresses of the registrants have not changed since the last report.
This combined Form 8-K is filed separately by six registrants: The Southern
Company, Alabama Power Company, Georgia Power Company, Gulf Power Company,
Mississippi Power Company and Savannah Electric and Power Company. Information
contained herein relating to each registrant is filed by each registrant solely
on its own behalf. Each registrant makes no representation as to information
relating to the other registrants.
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 1.01 Entry Into a Material Definitive Agreement
On October 10, 2005, the Compensation and Management Succession Committee
of the Board of Directors (the "Committee") of The Southern Company ("Southern
Company") modified the terms of certain cash-based awards previously granted in
February 2002, 2003, 2004 and 2005 to approximately 6,000 active and retired
employees, as eligible participants in the Southern Company Omnibus Incentive
Compensation Plan. Eligible participants include executive officers of Southern
Company and its subsidiaries, including Alabama Power Company, Georgia Power
Company, Gulf Power Company, Mississippi Power Company and Savannah Electric and
Power Company.
The cash-based awards provide for the payment of performance-based dividend
equivalents on stock options held by eligible participants, with the amount of
payment based on Southern Company's total shareholder return ranking in a
utility peer group over four-year performance periods ending December 31, 2005,
2006, 2007 and 2008. For each of these performance periods, the dividend
equivalents were to range from 25 percent of Southern Company's common stock
dividend paid during the last year of the performance period if Southern
Company's total shareholder return ranking over the performance period was at
the 30th percentile of the group, to 100 percent of such dividend paid if
Southern Company's total shareholder return ranking reaches the 90th percentile.
The Committee modified the terms of the awards to provide for payment of
dividend equivalents ranging from approximately five percent of such dividend
paid if Southern Company's total shareholder return ranking over the performance
period is in the first position above the 10th percentile to 100 percent of such
dividend paid if Southern Company's total shareholder return ranking reaches the
90th percentile. No dividend equivalents will be paid if the total shareholder
return ranking over the period is at or below the 10th percentile or if Southern
Company's earnings are not sufficient to fund the current common stock dividend.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 12, 2005 THE SOUTHERN COMPANY
By /s/Patricia A. Roberts
Patricia A. Roberts
Assistant Secretary
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary