Shareholders give Southern Company added flexibility

Preferred shareholders of Alabama Power, Georgia Power, Gulf Power and Mississippi Power approved in December an amendment to each company`s charter that will give the companies more flexibility as electricity markets become more competitive.

The amendments eliminate restrictions on each company`s ability to (1) issue unsecured indebtedness, (2) sell assets, merge or consolidate without preferred shareholder approval under certain circumstances, and (3) pay dividends on common stock.

About 17 million shares of preferred stock between the four operating companies were involved in the following tender and consent offers:

· Southern Company offered buy back certain classes of preferred stock (about 3 million shares) at a premium of between 8 percent and 10 percent above the market price if shareholders voted to remove the restrictions.

· Southern Company also offered to pay $1 for each $100 share ownership to holders of other classes of preferred stock (about 14 million shares) if shareholders voted to remove the restrictions.

Each of the four operating companies involved in the transaction needed two-thirds of the preferred stock shares involved to vote in favor of the amendment for it to pass, and each company surpassed that requirement.

In the tender and consent offers combined, the percentage in favor was as follows:
· Alabama Power - 84 percent;
· Georgia Power - 89 percent;
· Gulf Power - 87 percent;
· Mississippi Power - 83 percent.