UNITED STATES
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) November 8, 2005
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Commission File Number |
Registrant, State of Incorporation, Address and Telephone Number |
I.R.S. Employer Identification No. |
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1-3526 |
The Southern Company (A Delaware Corporation) 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (404) 506-5000 |
58-0690070 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 8.01. |
Other Events. |
On November 8, 2005, The Southern Company (“Southern”) and Southern Company Capital Funding, Inc. (“Funding”) entered into an Underwriting Agreement covering the issue and sale by Funding of $250,000,000 aggregate principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the “Series C Senior Notes”) and the guarantee of the Series C Senior Notes by Southern. The Series C Senior Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the shelf registration statement (Registration Statement Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) of Southern and Funding.
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Item 9.01 |
Financial Statements and Exhibits |
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(c) Exhibits |
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1.1 |
Underwriting Agreement, dated November 8, 2005, among Southern, Funding and Lehman Brothers Inc., Wachovia Capital Markets, LLC, Morgan Keegan & Company, Inc., LaSalle Financial Services, Inc., SunTrust Capital Markets, Inc. and Blaylock & Company, Inc., as the Underwriters.
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4.2 |
Third Supplemental Indenture to Senior Note Indenture dated as of November 16, 2005, providing for the issuance of the Series C Senior Notes.
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4.9 |
Form of Series C Senior Note. (included in Exhibit 4.2 above).
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5.1 |
Opinion of Troutman Sanders LLP relating to the Series C SeniorNotes.
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12.1 |
Computation of ratio of earnings to fixed charges | |||
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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.
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Date: November 16, 2005 |
THE SOUTHERN COMPANY |