FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOUTHERN COMPANY CAPITAL TRUST III - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE Applied For - ----------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 270 Peachtree Street, NW, Atlanta, Georgia 30303 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class is to be so registered to be so registered - ------------------------------------------------------------------------------ 7.75% Cumulative Quarterly Income Preferred Securities New York Stock Exchange (liquidation amount $25 per Preferred Security) Securities to be registered pursuant to Section 12(g) of the Act: -None- INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. This Registration Statement relates to the 7.75% Cumulative Quarterly Income Preferred Securities (liquidation amount $25 per Preferred Security) (the "Preferred Securities") of Southern Company Capital Trust III, a Delaware business trust ("Southern Company Capital"). A description of the Preferred Securities is contained in the Registration Statement on Form S-3, as amended, of The Southern Company, Southern Company Capital Funding, Inc., and Southern Company Capital, Registration Nos. 333-28187, 333-28187-01 and 333-28187-02, filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Such description is incorporated herein by this reference. A description of the Preferred Securities will also be included in a form of prospectus subsequently filed by The Southern Company, Southern Company Capital Funding, Inc., and Southern Company Capital pursuant to Rule 424(b) under the Securities Act. Such prospectus shall be deemed to be incorporated by reference herein. Item 2. Exhibits. Exhibit Number 1 -- Registration Statement on Form S-3, as amended, filed by The Southern Company, Southern Company Capital Funding, Inc. and Southern Company Capital (Registration Nos. 333-28187, 333-28187-01 and 333-28187-02) (the "Registration Statement") (incorporated herein by reference). 4(a) -- Certificate of Trust of Southern Company Capital (designated in the Registration Statement as Exhibit 4.4 and incorporated herein by reference). 4(b) -- Form of Amended and Restated Trust Agreement of Southern Company Capital (designated in the Registration Statement as Exhibit 4.6 and incorporated herein by reference). 4(c) -- Form of Subordinated Note Indenture among Southern Company Capital Funding, Inc., The Southern Company and Bankers Trust Company, as trustee (designated in the Registration Statement as Exhibit 4.1 and incorporated herein by reference). - 2 - 4(d) -- Form of First Supplemental Indenture to Subordinated Note Indenture among Southern Company Capital Funding, Inc., The Southern Company and Bankers Trust Company, as trustee (designated in the Registration Statement as Exhibit 4.2 and incorporated herein by reference). Exhibits heretofore filed with the Securities and Exchange Commission and designated as set forth above are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized. Dated June 5, 1997 SOUTHERN COMPANY CAPITAL TRUST III By SOUTHERN COMPANY CAPITAL FUNDING, INC., as Depositor By /s/ Wayne Boston Wayne Boston Assistant Secretary