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) December 22, 2004
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-3526 The Southern Company 58-0690070
(A Delaware Corporation)
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(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 1.01 Entry Into a Material Definitive Agreement
On December 22, 2004, Southern Nuclear Operating Company, Inc.
("Southern Nuclear"), a wholly-owned subsidiary of The Southern Company
("Southern Company"), entered into an employment agreement (the "Employment
Agreement") with William G. Hairston, III. Under the Employment Agreement, Mr.
Hairston will continue his employment as Chairman of Southern Nuclear, a
position he has held since September 1, 2004. Prior to September 1, 2004, Mr.
Hairston served as President and Chief Executive Officer of Southern Nuclear.
The Employment Agreement will terminate on July 1, 2005, unless earlier
terminated by either Southern Nuclear or Mr. Hairston in accordance with its
terms.
Under the Employment Agreement, Mr. Hairston will receive a base salary
of approximately $40,000 per month and will receive benefits under various
Southern Nuclear and Southern Company benefit plans generally provided to
similarly situated employees, including pension, capital accumulation and
welfare benefit plans. The Employment Agreement also includes confidentiality
and non-disclosure provisions that apply during the term of the Employment
Agreement and for periods of time following Mr. Hairston's termination of
employment.
Southern Nuclear and Mr. Hairston also entered into a Release and
Restrictive Covenant Agreement (the "Release") on December 22, 2004, under which
Mr. Hairston will receive a lump sum payment of approximately $1.3 million as
soon as administratively practicable, but in no event later than February 28,
2005. Under the Release, Mr. Hairston released Southern Company and its
subsidiaries from any claims relating to his prior service with Southern Company
and its subsidiaries and agreed to comply with confidentiality and
non-disclosure provisions consistent with those included in the Employment
Agreement, as well as non-competition provisions, for periods of time following
his termination of employment.
The Employment Agreement and the Release Agreement are attached hereto
as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Employment Agreement between Southern Nuclear and
William G. Hairston III, dated
December 22, 2004.
10.2 Release and Restrictive Covenant Agreement
between Southern Nuclear and William G.
Hairston III, dated December 22, 2004.
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.
Date: December 23, 2004 THE SOUTHERN COMPANY
By /s/ Patricia L. Roberts
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Patricia L. Roberts
Assistant Secretary