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<SEC-DOCUMENT>0000092122-01-500058.txt : 20010308
<SEC-HEADER>0000092122-01-500058.hdr.sgml : 20010308
ACCESSION NUMBER:		0000092122-01-500058
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010306
ITEM INFORMATION:		
FILED AS OF DATE:		20010306

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CO
		CENTRAL INDEX KEY:			0000092122
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				580690070
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-03526
		FILM NUMBER:		1562267

	BUSINESS ADDRESS:	
		STREET 1:		270 PEACHTREE ST
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303
		BUSINESS PHONE:		4045065000

	MAIL ADDRESS:	
		STREET 1:		270 PEACHTREE STREET
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>infostatement8k.txt
<TEXT>

                       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)  March 6, 2001
                                                  -----------------------------


                              THE SOUTHERN COMPANY
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                         1-3526                58-0690070
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission             (IRS Employer
     of incorporation)               File Number)          Identification No.)


     270 Peachtree Street, NW, Atlanta, Georgia            30303
- -------------------------------------------------------------------------------
     (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code   (404)    506-5000
                                                    ---------------------------


                                      N/A
         (Former name or former address, if changed since last report.)


<PAGE>


Item 9.       Regulation FD Disclosure.

              On March 6, 2001, The Southern Company mailed to its stockholders
an information statement related to the spin-off of Mirant Corporation. The
purpose of this Form 8-K is to furnish the information statement for
informational purposes only pursuant to Regulation FD. A copy of the information
statement is furnished with this Form 8-K as Exhibit 99.

Exhibit 99 - Information Statement dated March 6, 2001 related to the spin-off
             of Mirant Corporation.



                                    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.

                                                 THE SOUTHERN COMPANY


                                                 By /s/Tommy Chisholm
                                                     Tommy Chisholm
                                                       Secretary

Date:    March 6, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>infostatement8k_x99.txt
<TEXT>

                                                                      Exhibit 99
(Southern Company Logo)

                             INFORMATION STATEMENT

                     -------------------------------------

                         SPIN-OFF OF MIRANT CORPORATION
                   (FORMERLY KNOWN AS SOUTHERN ENERGY, INC.)
                            THROUGH THE DISTRIBUTION
                              BY SOUTHERN COMPANY
                            OF 272,000,000 SHARES OF
                             MIRANT COMMON STOCK TO
                      SOUTHERN COMPANY COMMON STOCKHOLDERS

     This Information Statement is being sent to you because we are spinning off
our Mirant Corporation ("Mirant") subsidiary to the holders of our common stock.
We are effecting this spin-off by distributing approximately .39 of a share of
Mirant common stock as a non-taxable distribution for each outstanding share of
common stock of The Southern Company ("Southern Company"). The total number of
Mirant shares to be distributed is 272,000,000. The Mirant shares will be
distributed as of 5:00 p.m., Eastern Time, on April 2, 2001 (the "Distribution
Date") to holders of record of Southern Company common stock at 5:00 p.m.,
Eastern Time, on March 21, 2001 (the "Record Date").

     Mirant is a global competitive energy company with leading energy marketing
and risk management expertise. The Southern Company Board of Directors has
determined that it would be in the best interests of Southern Company
stockholders to separate Mirant from Southern Company. In September 2000, Mirant
completed an initial public offering of approximately 19.7 percent of its common
stock. Following this spin-off, Southern Company will no longer own any shares
of Mirant, and Mirant will be a fully independent, publicly traded company.

     No vote of Southern Company stockholders is required in connection with the
Mirant spin-off, and you are not required to take any action. This Information
Statement contains details about the terms of the spin-off, certain tax
consequences of the spin-off and Mirant common stock. It is for your information
only. If you have questions after reviewing the Information Statement, please
call the Information Agent at (866) 825-8875.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE APPROVED THE MIRANT COMMON STOCK TO BE ISSUED TO YOU PURSUANT TO
THIS SPIN-OFF OR DETERMINED IF THIS INFORMATION STATEMENT IS ACCURATE OR
ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            THE DATE OF THIS INFORMATION STATEMENT IS MARCH 6, 2001.
<PAGE>


                         INFORMATION ABOUT THE SPIN-OFF

     On February 19, 2001, the Southern Company Board of Directors approved the
spin-off of Mirant to Southern Company's common stockholders. To effect this
spin-off, the Southern Company Board approved the distribution of the
272,000,000 shares of Mirant common stock owned by Southern Company to holders
of record of Southern Company common stock. These shares represent about 80.3
percent of the outstanding shares of Mirant common stock. The Mirant shares will
be distributed as of 5:00 p.m., Eastern Time, on April 2, 2001.

     You will NOT be required to pay any cash or other consideration for the
shares of Mirant common stock distributed to you or to surrender or exchange
your shares of Southern Company common stock to receive the distribution of
Mirant common stock.

THE NUMBER OF SHARES YOU WILL RECEIVE

     The actual number of shares of Mirant common stock that will be distributed
to you will be calculated as of the Record Date. The ratio that will be used to
determine the number of Mirant common shares you will receive for each share of
Southern Company common stock you own on the Record Date is calculated as
follows:

                                  272,000,000
          (which is the total number of shares of Mirant common stock
                       to be distributed in the spin-off)

                                   Divided by

          The total number of shares of Southern Company common stock
           outstanding at 5:00 p.m., Eastern Time, on March 21, 2001

     We cannot now determine the actual number of shares of Mirant common stock
to be distributed to you since that number can not be calculated until 5:00
p.m., Eastern Time, on the Record Date. Based on the number of shares of
Southern Company common stock outstanding as of February 28, 2001, you would
receive approximately .39 of a share of Mirant common stock for each share of
Southern Company common stock that you own on the Record Date.

     Promptly following the Record Date, we will announce the actual ratio
representing the number of shares of Mirant common stock to be distributed in
the spin-off in respect of each share of Southern Company common stock. This
ratio will also be included in the distribution statement that will be mailed to
each registered owner of Southern Company common stock and will be posted on our
website at www.southerncompany.com.

WHEN AND HOW YOU WILL RECEIVE THE MIRANT SHARES

     The Mirant shares will be distributed on April 2, 2001 by releasing our
shares of Mirant common stock to Southern Company Services, Inc. (the
"Distribution Agent"). As of 5:00 p.m., Eastern Time, on April 2, 2001, the
Distribution Agent will cause the shares of Mirant common stock to be registered
in accounts established in the ownership records of Mirant.

                                        2
<PAGE>


     Registered Holders.  If you own shares in registered form (including shares
for which you have certificates and any shares which you hold through the
Southern Investment Plan), the Mirant shares distributed to you will be
registered in your name and you will become the record holder of that number of
shares of Mirant common stock.

     Street Name Holders.  If your shares are held in a brokerage account or
with a nominee, the distribution will be credited to the account of your
brokerage firm or nominee. Your broker/nominee will in turn credit your account
for the Mirant shares that you are entitled to receive. This could take up to
two weeks from the Distribution Date.

     Sale of Fractional Shares.  The Distribution Agent will not deliver any
fractional shares of Mirant common stock in connection with the spin-off.
Instead, the Distribution Agent has been instructed to aggregate the fractional
shares and sell them through an independent broker-dealer on the open market.
Such sales are expected to be made as soon as practicable after the Distribution
Date. Holders who would otherwise receive a fractional Mirant share will receive
instead a cash payment in the amount of a pro-rata share of the proceeds of the
sales, net of commissions and charges.

     Book-Entry Registration.  Mirant common stock will be issued in book-entry
form through the Direct Registration System. Mirant's transfer agent and
registrar, Mellon Investor Services, LLC, will hold your book-entry shares. If
you wish to receive a physical certificate after the Distribution Date, you
should contact Mirant's transfer agent (See page 8 for telephone number and
address).

     Distribution Statement and Fractional Share Check.  Following the
Distribution Date, a distribution statement will be sent to you showing your
ownership interest in Mirant common stock. You will also receive a check
attached to the distribution statement for your pro rata share of the net
proceeds from the sales of any fractional share and a Form 1099B reflecting your
proceeds from the fractional share sales. We currently estimate that it will
take up to 10 days from the Distribution Date to complete the mailings of
distribution statements and checks for any fractional shares.

TRADING IN SOUTHERN COMPANY AND MIRANT STOCK

     Beginning about March 19, 2001, and continuing through market close on
April 2, 2001, the New York Stock Exchange ("NYSE") may establish two markets in
Southern Company common stock, a "regular way" market and a "when-issued"
market. Shares that trade in the "regular way" market will trade WITH the
entitlement to shares of Mirant common stock to be distributed pursuant to the
spin-off. Shares that trade on the "when-issued" market will trade WITHOUT the
entitlement to shares of Mirant common stock to be distributed pursuant to the
spin-off. Therefore, if you own shares of Southern Company common stock at 5:00
p.m., Eastern Time, on the Record Date and sell those shares on the "regular
way" market prior to market close on April 2, 2001, the Distribution Date, you
will ALSO be trading the shares of Mirant common stock that otherwise would have
been distributed to you pursuant to the spin-off.

     Furthermore, beginning about March 19, 2001, and continuing through market
close on April 2, 2001, the NYSE may establish two markets in Mirant common
stock, a "regular way" market and a "when-issued" market. The "regular way"
market will be the same market for Mirant common stock that currently exists.
The "when-issued" market will be a market for shares of Mirant that will be
distributed to Southern Company stockholders on the Distribution Date.

                                        3
<PAGE>


     Contracts made in the "when-issued" markets are contingent on the
distribution of Mirant common shares pursuant to the spin-off. Settlement for
these contracts would occur on April 6, 2001.

     Following the distribution, Southern Company common stock will continue to
be listed and traded on the NYSE under the symbol "SO." As a result of the
distribution, the trading price of Southern Company common stock immediately
following the distribution will likely be lower than the trading price of
Southern Company common stock immediately prior to the distribution.

SALES AND PURCHASES OF SHARES THROUGH THE SOUTHERN INVESTMENT PLAN

     During the period that the NYSE establishes two markets for Southern
Company common stock, "regular way" and "when-issued," the Administrator for the
Southern Investment Plan will suspend the purchase and sale of Southern Company
common stock THROUGH the Plan. Southern Investment Plan participants who have
questions regarding Plan sales and purchases during this period should contact
SCS Stockholder Services.

                      U.S. FEDERAL INCOME TAX CONSEQUENCES

     Tax-Free Status of the Spin-off.  We have received a private letter ruling
from the Internal Revenue Service ("IRS") stating that our distribution of whole
shares of Mirant common stock to our common stockholders in connection with the
spin-off will be tax-free to Southern Company and to our common stockholders for
U.S. federal income tax purposes. This means that for U.S. federal income tax
purposes:

 --  Southern Company common stockholders will not recognize a gain or loss by
     reason of the receipt of whole shares of Mirant common stock as a result of
     the spin-off; and

 --  Southern Company will not recognize a gain or loss by reason of the
     spin-off.

     Although private letter rulings are generally binding on the IRS, our
stockholders and we will not be able to rely on the ruling if any one of the
factual representations or assumptions we made to obtain the ruling is incorrect
in any material respect. We are not aware of any facts or circumstances that
would cause any of these representations or assumptions to be incorrect in any
material respect. Nevertheless, if the IRS subsequently held our spin-off to be
taxable, the above consequences would not apply; and our common stockholders and
we could be subject to tax.

     Subsequent Sale of Stock.  If you sell your shares of Mirant common stock
or Southern Company common stock after the distribution, you will recognize gain
or loss on such sale based on the difference between the proceeds you receive
from the sale and the tax basis allocated to the shares you sold as described
below under "Allocation of Tax Basis." In most cases, this gain or loss will be
a capital gain or loss, assuming that you held such shares as a capital asset,
and will be a long-term or short-term gain or loss based on your holding period
for such shares as described below under "Holding Period."

     Allocation of Tax Basis.  Your tax basis for the Mirant common stock
received in the spin-off will be determined based on your tax basis in the
Southern Company common stock with respect to which your distribution of Mirant
common stock was made. Following the spin-off, your aggregate tax basis in your
shares of Southern Company common stock and Mirant common stock, including any
fractional shares sold for cash as described above, will be the same as your tax
basis in your shares of Southern Company common stock immediately prior to the
spin-off. The aggregate tax basis in your shares of Southern Company common
stock immediately prior to the spin-off will be allocated between your Southern
Company common stock and Mirant common stock in proportion to the fair market
value of Southern Company common stock and Mirant common stock at market close
on April 2, 2001, the last trading day before the distribution.

     Additional Information to Help You Calculate Your New Tax
Basis.  Additional information will be sent to you with the distribution
statement concerning the allocation of your tax basis in Southern Company common
stock between your shares of Southern Company common stock and Mirant common

                                        4
<PAGE>


stock, including fractional shares. This information will also be posted on our
web site at www.southerncompany.com.

     Holding Period.  The holding period for capital gains purposes of shares of
Mirant common stock received in the distribution will include the holding period
of the Southern Company common stock in respect of which the distribution was
made, provided the stockholder holds the Southern Company common stock as a
capital asset on the Distribution Date.

     Treatment of Fractional Shares.  If you receive cash in lieu of a
fractional share of Mirant common stock as part of the spin-off, the cash will
be treated for U.S. federal income tax purposes as paid in exchange for the
fractional share of stock. You will realize a capital gain or loss, provided
that the fractional share is considered to be held as a capital asset, measured
by the difference between the cash you receive for the fractional share and your
tax basis in that fractional share as described above. This capital gain or loss
will be treated as a long-term or short-term gain or loss based on your holding
period for the Southern Company common stock in respect of which you received
your distribution of Mirant common stock.

     State, Local and Foreign Tax Consequences.  You should consult your own tax
advisor regarding the state, local and foreign tax consequences of your receipt
of shares of Mirant common stock and any payment for fractional shares.

     Tax Return Statement.  U.S. Treasury regulations require you to attach to
your U.S. federal income tax return - for the year in which the spin-off
occurs - a detailed statement setting forth certain information regarding the
nature of the spin-off. The information necessary to comply with that
requirement will be enclosed with the distribution statement. THE INFORMATION
STATEMENT TO THE INTERNAL REVENUE SERVICE SHOULD BE COMPLETED AND ATTACHED TO
YOUR 2001 TAX RETURN. This form will also be posted on our web site at
www.southerncompany.com.

     THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR
GENERAL INFORMATION PURPOSES ONLY. STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN
TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE SPIN-OFF,
INCLUDING THE STATE, LOCAL, AND (IF APPLICABLE) FOREIGN TAX CONSEQUENCES.

                                        5
<PAGE>


                            INFORMATION ABOUT MIRANT

BUSINESS OVERVIEW

     Mirant Corporation (formerly Southern Energy, Inc.) is a global competitive
energy company with leading energy marketing and risk-management expertise. With
an integrated business model, Mirant develops, constructs, owns and operates
power plants and sells wholesale electricity, gas and other energy-related
commodity products. Mirant has extensive operations in North America, Europe and
Asia. Mirant has net ownership and leasehold interests in more than 18,000
megawatts (MW) of electric generating capacity around the world, including more
than 12,000 MW in the United States. Currently, Mirant is approximately 80.3
percent owned by Southern Company; however, after the Distribution Date, Mirant
will be a fully independent, publicly traded company.

     In the Americas region, Mirant owns and leases power plants in North
America with a total generation capacity of more than 12,000 MW and controls
more than 2,500 MW of additional generating capacity through management
contracts. Mirant also has projects under development or pending acquisition of
more than 8,000 MW. Mirant Americas owns generation assets in California,
Indiana, Maine, Maryland, Massachusetts, New York, Texas, Virginia and
Wisconsin. Through Mirant Americas Energy Marketing, LP ("MAEM") (formerly
Southern Company Energy Marketing, LP), Mirant markets and trades energy and
energy-linked commodities, including electricity, gas, coal and emission
allowances. MAEM is one of the leading electricity and gas marketers in the
United States. In the Caribbean and South America, Mirant has ownership
interests in electric utilities, power plants and transmission facilities. These
assets are located in the Bahamas, Trinidad and Tobago, Brazil and Chile. Mirant
is pursuing the sale of its Chilean subsidiary.

     In Europe, Mirant has a 49 percent economic interest in Western Power
Distribution, which distributes electricity to approximately 1.4 million
customers in Southwest England, and a 49 percent economic interest in WPD
Limited, which owns and operates the electricity network serving 1 million
customers in South Wales and the water distribution and wastewater treatment
business for all of Wales. WPD Limited is pursuing the sale of its water and
wastewater treatment business. Mirant Europe also owns a 26 percent interest in
Bewag AG, an electric utility serving more than 2 million customers in Berlin,
Germany. Mirant Europe's marketing and risk management business began trading
power in the Nordic energy markets in 1999. Mirant Europe began trading power in
Germany, The Netherlands and Switzerland in 2000 and is currently preparing to
start gas trading in the UK on the IPE (International Petroleum Exchange).
Mirant Europe's other target markets for energy marketing and trading include
Austria, Italy and central Europe.

     In the Asia-Pacific region, Mirant has a net ownership interest in more
than 3,400 MW of generation capacity in the Philippines and China, including 250
MW under construction. Most of Mirant Asia-Pacific's revenues are derived from
long-term contracts with government entities or regional power boards and are
predominantly linked to the U. S. dollar to mitigate foreign currency risk.

                                        6
<PAGE>


BACKGROUND OF THE SEPARATION OF MIRANT FROM SOUTHERN COMPANY

     Mirant was incorporated in Delaware on April 20, 1993 as a wholly owned
subsidiary of Southern Company. In April 2000, Southern Company's Board of
Directors determined that it would be in the best interests of Southern Company
and its stockholders to spin off Mirant into a stand-alone, publicly traded
company.

     Mirant launched an initial public offering of approximately 19.7 percent of
its common stock on September 26, 2000. Upon completion of the initial public
offering, Southern Company owned approximately 80.3 percent of Mirant.

     On February 19, 2001, the Southern Company Board of Directors approved the
distribution of the remaining shares of Mirant common stock. The distribution is
payable to Southern Company common stockholders who own shares of Southern
Company common stock as of 5:00 p.m., Eastern Time, on March 21, 2001, as
described in this Information Statement. After the spin-off, Southern Company
will not own any shares of Mirant common stock, and Mirant will be a fully
independent, publicly traded company.

SOUTHERN COMPANY'S CONTINUED RELATIONSHIP WITH MIRANT

     Southern Company has entered into agreements with Mirant related to the
separation of their respective businesses. These separation agreements govern
interim and ongoing relationships with Mirant. In particular, Southern Company
has entered into an agreement under which Southern Company will continue to
provide various interim services to Mirant, including financial, accounting,
engineering and other services. Effective as of the time of the completion of
the spin-off, executives of Southern Company who have been serving on Mirant's
board of directors will no longer serve both companies.

MIRANT COMMON STOCK

     Under Mirant's Amended and Restated Certificate of Incorporation, the
authorized capital stock of the company is 2,000,000,000 shares of common stock,
$0.01 par value, and 125,000,000 shares of preferred stock, $0.10 par value. As
of February 28, 2001, there were 338,702,139 shares of Mirant common stock
outstanding. Mirant common stock trades on the NYSE under the symbol "MIR." The
CUSIP is 604675 10 8.

     Mirant has a stockholders rights plan. Accordingly, one preferred share
purchase right is attached to each share of Mirant common stock to be
distributed. These rights would cause substantial dilution to any person or
group who attempts to acquire a significant interest in Mirant without advance
approval from Mirant's board of directors and thus could make an acquisition of
control of Mirant more difficult.

MARKET FOR MIRANT COMMON STOCK

     A public market was established for Mirant common stock as a result of
Mirant's initial public offering in September 2000. The following table sets
forth, for the period indicated, the high and low sale prices of Mirant common
stock as reported on the NYSE. We urge you to obtain current quotations for
Mirant common stock.

<TABLE>
<CAPTION>
                                                                 HIGH        LOW
                                                                ------      ------
<S>                                                             <C>         <C>
September 27, 2000 to February 28, 2001.....................    $31.88      $20.56
</TABLE>

                                        7
<PAGE>


MIRANT TRANSFER AGENT

     The transfer agent and registrar for Mirant common stock is Mellon Investor
Services, LLC. After April 2, 2001, the Distribution Date, you may contact the
transfer agent regarding your Mirant account as follows:

<TABLE>
<CAPTION>
PHONE                       CORRESPONDENCE             INTERNET
<S>                         <C>                        <C>
(866) Mirant1 (647-2681)    Mellon Investor Services   www.mellon-investor.com
Outside United States:      85 Challenger Road
(201) 329-8660              Ridgefield Park, NJ 07660
</TABLE>

                      WHERE YOU CAN FIND MORE INFORMATION

     Mirant and Southern Company are each subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended. Accordingly,
each company files registration statements, reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC") including
financial statements. Mirant has been subject to the Securities Exchange Act
reporting requirements for at least 90 days and is current in its reporting. If
you would like more information about Mirant, we urge you to read Mirant's
reports filed with the SEC. You may read and obtain copies (at prescribed rates)
of Mirant's and Southern Company's reports at the Public Reference Section of
the SEC at 450 Fifth Street, NW, Washington, D.C., 20549. You also may obtain
these reports at the SEC's website at http://www.sec.gov. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. You may
also inspect these reports at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.

     Southern Company and Mirant each maintain a website.

 --  Visit Southern Company's website at www.southerncompany.com

 --  Visit Mirant's website at www.mirant.com

          You can also obtain more information about the spin-off from
                   the Information Agent by calling toll-free

                                 (866) 825-8875

                                        8
</TEXT>
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