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 12, 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.)
Item 9. Regulation FD Disclosure.
The information in this Item 9 of this Current Report on Form 8-K
is being furnished, not filed, pursuant to Regulation FD. Such information in
this report shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that Section. Furthermore, such information in
this report shall not be deemed to be incorporated by reference into the filings
of The Southern Company ("SOUTHERN") under the Securities Act of 1933, as
amended.
Reference is made to Note (B) in the "Notes to the Condensed
Financial Statements" of SOUTHERN's Form 10-Q for the quarter ended June 30,
2002. In August 2002, Mirant Corporation ("Mirant") announced that it was
reviewing several accounting issues relating to its 2001 financial statements.
On November 7, 2002, Mirant filed its Form 10-Q for the quarter ended June 30,
2002 and announced that it had identified accounting errors in previously issued
financial statements, primarily related to its risk management and marketing
operations. As a result of these accounting errors, Mirant reported that its net
income for January 1, 1999 through December 31, 2001 was overstated by $51
million. Mirant identified a number of items that contributed to this
overstatement and stated that the specific periods to which certain of these
items apply have not been determined. Mirant also identified certain balance
sheet adjustments for 2000 and 2001. Because SOUTHERN reported Mirant as
discontinued operations, those balance sheet adjustments do not affect
SOUTHERN's financial statements. Mirant further announced that it had requested
its independent auditors to reaudit Mirant's 2000 and 2001 financial statements
to address the accounting errors identified during its review and to comply with
certain new accounting standards. Mirant stated that it did not believe that its
reaudit could be completed until it files its Form 10-K for the year ended
December 31, 2002 (due by March 31, 2003). If Mirant's reaudit of its 2000 and
2001 financial statements results in adjustments that relate to periods prior to
SOUTHERN's spin off of Mirant, SOUTHERN's earnings from discontinued operations
and net assets of discontinued operations for such periods could be affected.
Because any such adjustments would only relate to operations discontinued by
SOUTHERN, they would have no effect on SOUTHERN's 2002 earnings or its future
earnings potential, financial position, liquidity or cash flows. Based on the
nature and amount of Mirant's identified accounting errors, SOUTHERN's
management does not currently anticipate that a reaudit of SOUTHERN's 2000 and
2001 financial statements will be necessary.
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 12, 2002 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
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Tommy Chisholm
Secretary