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 16, 2006
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address And Telephone Number Identification No.
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1-3526 THE SOUTHERN COMPANY 58-0690070
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 16, 2006, the Board of Directors of Southern Company
Services, Inc. ("SCS"), a wholly-owned subsidiary of The Southern Company
("Southern Company"), approved the Southern Company Change in Control Benefits
Protection Plan (the "Amended Plan"), which amended and restated the Southern
Company Change in Control Benefit Plan Determination Policy (the "Original
Plan"). The Amended Plan defines the events that constitute a "change in
control," protects the benefits to be provided to employees under
incentive-based compensation plans upon a change in control and provides for the
transfer of funds from Southern Company and certain of its subsidiaries to the
Southern Company Deferred Compensation Trust (the "Trust") as a reserve for the
payment of deferred compensation and non-qualified retirement benefits following
certain change in control events.
The Amended Plan modifies the terms of the Original Plan primarily with
respect to: (1) the obligation of Southern Company and certain of its
subsidiaries to transfer funds to the Trust in connection with certain change in
control events, (2) the payment of benefits under the Performance Pay Program
(the "PPP") and the Performance Dividend Program (the "PDP") of the Southern
Company Omnibus Incentive Compensation Plan (the "Omnibus Plan") following a
change in control, and (3) the ability of Southern Company to make future
amendments to the Amended Plan.
Under the Amended Plan, Southern Company and certain of its subsidiary
companies are required to transfer funds to the Trust if any business
combination or other transaction involving Southern Company would result in
Southern Company shareholders owning 50% or less of the total voting power of
the surviving company (65% or less under the Original Plan), any person owning
35% or more of the total voting power of the surviving company (20% or more
under the Original Plan) or the incumbent directors of Southern Company not
representing a majority of the board of directors of the surviving company. With
respect to changes in control involving subsidiaries of Southern Company, the
funding obligation will be discretionary unless the subsidiary change in control
involves Alabama Power Company ("Alabama Power"), Georgia Power Company
("Georgia Power"), Gulf Power Company or Mississippi Power Company.
In addition, under the Amended Plan, in the event the PPP is terminated
within two years following a change in control, each participant in the PPP will
receive a pro-rata payment based on the target award for the performance period.
Under the Original Plan, the payout was the greater of the target award or
actual performance during the performance period. With respect to the PDP,
following a change in control, participants will receive a performance dividend
payment based on the greater of 50% of the dividend actually paid or the actual
performance under the PDP for the performance period. Under the Original Plan,
the payment was based on actual performance for the performance period.
Further, the Amended Plan provides that it may not be amended during
the six month period before a "preliminary change in control" through the two
year period following the change in control, unless the amendment increases the
benefits to participants or is immaterial. The Original Plan could be amended at
any time, except that it could not be amended in any material respect so as to
impair the rights of any participant in any benefit that had accrued as a result
of a change in control.
In addition to the approval of the Amended Plan, on November 16, 2006,
each of David M. Ratcliffe, Thomas A. Fanning, Michael D. Garrett, G. Edison
Holland, Jr., and Charles D. McCrary (together, the "Officers") entered into
Amended and Restated Change in Control Agreements (together, the "Amended
Agreements") with SCS and Southern Company (with respect to Messrs.
Ratcliffe, Fanning and Holland), Southern Company and Alabama Power (with
respect to Mr. McCrary) and Southern Company and Georgia Power (with respect
to Mr. Garrett). The Amended Agreements amend and restate Change in Control
Agreements dated June 1, 2004 involving such parties (the "Original
Agreements"). A summary of the principal terms of the Original Agreements is
included in Southern Company's Definitive Proxy Statement on Schedule
14A filed April 13, 2006 under the heading "Executive Compensation -
Employment, Change in Control and Separation Agreements."
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The Amended Agreements modify the terms of the Original Agreements
primarily with respect to payments under the PDP following a change in control
and the circumstances under which an Officer may terminate his employment for
"good reason" following a change in control and receive change in control
benefits. The revisions relating to payments under the PDP following a change in
control are designed to conform to the provisions of the Amended Plan, as
described above. In addition, the principal revisions to the definition of "good
reason" require a material reduction in welfare, retirement and other benefits
made available to an Officer (rather than the elimination of any plan in which
such Officer is a participant) and provide a method for determining whether such
a material reduction has occurred. In addition, each Amended Agreement also
provides that good reason will exist in the case of a subsidiary change in
control if the offer of employment by the acquiring employer does not include an
agreement to enter into a severance agreement substantially in the form attached
to the Amended Agreement.
The preceding summary is qualified in its entirety by reference to the
full text of the Amended Plan and the Amended Agreements, which are attached
hereto as Exhibits 10.1 through 10.6 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
10.1 Southern Company Change in Control Benefits Protection Plan.
10.2 Amended and Restated Change in Control Agreement, dated
November 16, 2006, among David M. Ratcliffe, Southern
Company Services, Inc. and The Southern Company.
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10.3 Amended and Restated Change in Control Agreement, dated
November 16, 2006, among Thomas A. Fanning, Southern Company
Services, Inc. and The Southern Company.
10.4 Amended and Restated Change in Control Agreement, dated
November 16, 2006, among Michael D. Garrett, The Southern
Company and Georgia Power Company.
10.5 Amended and Restated Change in Control Agreement, dated
November 16, 2006, among G. Edison Holland, Jr., Southern
Company Services, Inc., and The Southern Company.
10.6 Amended and Restated Change in Control Agreement, dated
November 16, 2006, among Charles D. McCrary, The Southern
Company and Alabama Power Company.
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: November 22, 2006 THE SOUTHERN COMPANY
By /s/ Patricia L. Roberts
Patricia L. Roberts
Assistant Secretary
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