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) July 24, 2002
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THE SOUTHERN COMPANY
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(Exact name of registrant as specified in its charter)
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Delaware 1-3526 58-0690070
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
270 Peachtree Street, NW, Atlanta, Georgia 30303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 506-5000
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N/A
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(Former name or former address, if changed since last report.)
2
Item 5. Other Events.
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On July 24, 2002, The Southern Company ("Southern"), Southern
Company Capital Funding, Inc. ("Capital") and Southern Company Capital Trust VI
(the "Trust") entered into an Underwriting Agreement covering the issue and sale
by the Trust of 8,000,000 7.125% Trust Preferred Securities (liquidation amount
$25 per Preferred Security). Said Preferred Securities were registered under the
Securities Act of 1933, as amended, pursuant to the registration statement
(Registration Statement Nos. 333-65178, 333-65178-01, 333-65178-02 and
333-65178-03) of Southern, Capital and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1.3 Underwriting Agreement, dated July 24, 2002, among Southern,
Capital, the Trust and Morgan Stanley & Co. Incorporated
and Salomon Smith Barney Inc., as Representatives of the
Underwriters named in Schedule I thereto.
4.4 Fourth Supplemental Indenture dated as of July 31, 2002,
providing for the issuance of Capital's Series F 7.125%
Junior Subordinated Notes due June 30, 2042.
4.7-A Amended and Restated Trust Agreement f Southern Company
Capital Trust VI.
4.8-A Form of Preferred Security of Southern Company Capital Trust
VI (included in Exhibit 4.7-A above).
4.10 Form of Series F 7.125% Junior Subordinated Note
(included in Exhibit 4.4 above).
4.11-A Preferred Securities Guarantee of Southern relating to the
Preferred Securities.
4.12-A Agreement as to Expenses and Liabilities relating
to Southern Company Capital Trust VI (included in
Exhibit 4.7-A above).
5.1 Opinion of Troutman Sanders LLP.
5.2-A Opinion of Richards, Layton & Finger, P.A., relating to
Southern Company Capital Trust VI.
8 Tax Opinion of Troutman Sanders LLP.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges plus
preferred dividend requirements (pre-income tax basis).
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: July 31, 2002 THE SOUTHERN COMPANY
By /s/Patricia Roberts
Patricia Roberts
Assistant Secretary