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) January 29, 2002
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THE SOUTHERN COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-3526 58-0690070
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification 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.)
Item 5. Other Events.
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On January 29, 2002, The Southern Company ("Southern") and
Southern Company Capital Funding, Inc. ("Funding") entered into an Underwriting
Agreement covering the issue and sale by Funding of $400,000,000 aggregate
principal amount of its Series A 5.30% Senior Notes due February 1, 2007 (the
"Series A Senior Notes") and the guarantee of the Series A Senior Notes by
Southern. The Series A 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1 Underwriting Agreement, dated January 29, 2002, among Southern
Funding and Goldman, Sachs & Co., Barclays Capital Inc.,
Commerzbank Capital Markets Corp., First Union Securities, J.P.
Morgan Securities Inc. and The Williams Capital Group, L.P., as
the Underwriters.
4.1 Senior Note Indenture dated as of February 1, 2002, among
Southern, Funding and The Bank of New York, as Trustee.
4.2 First Supplemental Indenture to Senior Note Indenture dated as of
February 1, 2002, providing for the issuance of the Series A
Senior Notes.
4.9 Form of Series A Senior Note. (included in Exhibit 4.2 above).
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: February 1, 2002 THE SOUTHERN COMPANY
By
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Tommy Chisholm
Secretary