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) June 30, 2004
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THE SOUTHERN COMPANY
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(Exact name of registrant as specified in 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)
Item 5. Other Events and Regulation FD Disclosure.
On June 30, 2004, an employee of a subsidiary of The Southern Company
("Southern Company") filed a complaint in the United States District Court for
the Northern District of Georgia alleging violations of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and naming as defendants
Southern Company, Southern Company Services, Inc., the Employee Savings Plan
Committee, the Pension Fund Investment Review Committee, certain current and
former members of those committees, Merrill Lynch Trust Company, FSB and
"Unknown Defendants 1-100." The plaintiff seeks to represent a purported class
of individuals who were participants in or beneficiaries of The Southern Company
Employee Savings Plan (the "Plan") at any time since April 2, 2001 whose Plan
accounts included investments in Mirant Corporation ("Mirant") common stock.
The complaint alleges that the defendants breached their fiduciary
duties under ERISA by, among other things, failing to investigate whether Mirant
stock was an appropriate investment option for the Plan and by failing to inform
Plan participants that Mirant stock was not an appropriate investment for their
retirement assets based on Mirant's alleged improper energy trading and
accounting practices, mismanagement and dire circumstances. The plaintiff seeks
class-wide equitable and monetary relief.
The Plan is a 401(k) defined contribution plan and is one of several
retirement plans that Southern Company provides for substantially all employees.
Participants direct the investment of their Plan account balances into various
available investment options, including Southern Company common stock. Upon the
spin-off of Mirant on April 2, 2001, all holders of Southern Company common
stock, including any Plan participants, received Mirant common stock as a
dividend. The Mirant stock received by Plan participants was held by the Plan's
trust in a "Mirant Stock Fund." The Plan allowed participants five years from
the date of the spin-off to transfer funds out of the Mirant Stock Fund at any
time of their choosing into another Plan fund. Plan participants were not
permitted to make any additional investment in the Mirant Stock Fund or to later
reinvest funds in the Mirant Stock Fund that were previously transferred out of
that Fund.
Southern Company denies any wrongdoing and intends to defend this
action vigorously. The final outcome of this matter cannot now be determined.
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 16, 2004 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary