SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended __________
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the
transition period from
December 31, 2000 to April 30, 2001
Commission File Number 1-3526
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
SOUTHERN ENERGY RESOURCES, INC.
BARGAINING UNIT SAVINGS PLAN
(Plan for Bargaining Unit Employees)
c/o SOUTHERN ENERGY RESOURCES, INC.
1155 Perimeter Center W
Atlanta, Georgia 30338
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
THE SOUTHERN COMPANY
270 Peachtree Street, NW
Atlanta, Georgia 30303
SOUTHERN ENERGY RESOURCES, INC.
BARGAINING UNIT SAVINGS PLAN
FINANCIAL STATEMENTS
APRIL 30, 2001
TABLE OF CONTENTS
Page No.
EXHIBITS 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 4
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits--
April 30, 2001 and December 31, 2000 5
Statement of Changes in Net Assets Available for
Benefits for the Four-Month Period Ended April 30, 2001 6
NOTES TO FINANCIAL STATEMENTS 7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 15
2
Exhibits
A - Consent of Independent Public Accountants. (Contained
herein at Page 15)
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Southern Energy Resources, Inc.
Bargaining Unit Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Southern Energy Resources, Inc. Bargaining Unit Savings Plan as of April
30, 2001 and December 31, 2000 and the related statement of changes in net
assets available for benefits for the four-month period ended April 30, 2001.
These financial statements are the responsibility of the Plan's administrator.
Our responsibility is to express an opinion on the financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
April 30, 2001 and December 31, 2000 and the changes in its net assets available
for benefits for the four-month period ended April 30, 2001 in conformity with
accounting principles generally accepted in the United States.
/s/Arthur Andersen LLP
Atlanta, Georgia
September 4, 2001
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SOUTHERN ENERGY RESOURCES, INC.
BARGAINING UNIT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
APRIL 30, 2001 AND DECEMBER 31, 2000
2001 2000
------ -----------
NET ASSETS AVAILABLE FOR BENEFITS:
Investments, at fair value $0 $11,520,034
====== ===========
The accompanying notes are an integral part of these statements.
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SOUTHERN ENERGY RESOURCES, INC.
BARGAINING UNIT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE FOUR-MONTH PERIOD ENDED APRIL 30, 2001
INVESTMENT INCOME (LOSS):
Net depreciation in fair value of investments (Note 3) $ (903,516)
Dividends 91,247
Interest 9,255
-------------
Total investment loss (803,014)
-------------
CONTRIBUTIONS:
Participants 454,760
Company 177,970
-------------
Total contributions 632,730
-------------
BENEFITS PAID TO PARTICIPANTS OR BENEFICIARIES (114,612)
-------------
TRANSFER TO MERGED PLAN (Note 1) (11,235,138)
-------------
NET DECREASE (11,520,034)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 11,520,034
-------------
End of period $ 0
=============
The accompanying notes are an integral part of this statement.
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SOUTHERN ENERGY RESOURCES, INC.
BARGAINING UNIT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2001 AND DECEMBER 31, 2000
1. PLAN DESCRIPTION
The following description of the Southern Energy Resources, Inc. Bargaining Unit
Savings Plan (the "Plan") provides only general information. Participants should
refer to the plan document for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan sponsored by Southern Energy Resources,
Inc. (the "Company") covering substantially all members of the Steelworkers of
America, AFL-CIO-CLC Local No. 12502 (the "Southern Energy Stateline Bargaining
Unit"). The Plan was amended to permit employees of the Company who are members
of the Utility Workers' Union of America Local No. 392 and 480, previously
employed by Commonwealth Electric Company ("Southern Energy New England
Bargaining Unit"), and members of the International Brotherhood of Electrical
Workers Local No. 503, previously employed by Orange and Rockland Utilities,
Inc. ("Southern Energy New York Bargaining Unit"), to participate in the Plan
effective January 1, 1999 and July 1, 1999, respectively.
The Plan was established to encourage employee savings, supplement retirement
and death benefits, and create a competitive compensation program for employees.
The Company appointed Merrill Lynch Trust Company (the "Trustee") as Trustee to
execute investment transactions for the Plan. The Company serves as plan
administrator. The Plan is subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended.
The Plan has distinct characteristics for the various bargaining units noted
above relative to eligibility and contributions.
On January 19, 2001, the Company announced, as part of its separation from
Southern Company, that the Company was changing its name to Mirant Corporation.
The Company began doing business as Mirant Corporation on January 22, 2001 and
legally changed its name on February 26, 2001.
On May 1, 2001, the Plan's assets merged along with the Southern Energy
Resources, Inc. Savings Plan for Covered Employees into the Mirant Services
Bargaining Unit Employee Savings Plan (the "Mirant Plan") which was originally
established on December 19, 2000. The Company appointed T. Rowe Price as trustee
of the Mirant Plan.
Southern Energy Stateline Bargaining Unit
All employees of the Company who are members of the Southern Energy Stateline
Bargaining Unit are eligible to participate in the Plan upon completion of one
year of service, as defined by the Plan. Participants may enroll in the Plan on
the first day of any month after their completion of eligibility
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requirements. Participants may elect to contribute, on a pretax or an after-tax
basis, in 1% increments up to 16% of their compensation, subject to certain
limitations defined by the Plan, into any investment option offered by the Plan.
Participants may change their contribution percentages at any time. The Company
provides a matching contribution equal to 75% of the participant's contribution
up to a maximum of 6% of the participant's base compensation. Effective January
1, 2000, participants may elect to direct all or a portion of their company
matching contributions to any investment option offered by the Plan once these
contributions have been credited to their accounts.
Southern Energy New England Bargaining Unit
An employee who is a member of the Southern Energy New England Bargaining Unit
and an eligible employee of the Company and has completed one hour of service,
as defined by the Plan, is eligible to participate in the Plan. A temporary
employee, as defined by the Plan, is eligible to participate in the Plan after
completion of a consecutive 12-month period of employment with the Company.
Participants may elect to contribute, on a pretax or an after-tax basis, in 1%
increments up to 16% of their compensation, subject to certain limitations
defined by the Plan, into any investment option offered by the Plan.
Participants may change their contribution percentages at any time. The Company
provides a matching contribution equal to 100% of the participant's contribution
up to a maximum of 4% of the participant's base compensation after one year of
service. Effective January 1, 2000, participants may elect to direct all or a
portion of their company matching contributions to any investment option offered
by the Plan once these contributions have been credited to their account.
Southern Energy New York Bargaining Unit
An employee who is a member of the Southern Energy New York Bargaining Unit, is
an eligible employee of Southern Energy New York, G.P., Inc., and has completed
one year of service with the Company is eligible to participate in the Plan. All
acquisition employees, as defined by the Plan, who participated in the Orange
and Rockland, Inc. Hourly Group Savings Plan ("O&R Plan") on June 30, 1999 were
eligible to participate in the Plan effective July 1, 1999.
Participants may elect to contribute, on a pretax or an after-tax basis, in 1%
increments up to 20% of their compensation, subject to certain limitations
defined by the Plan, into any investment option offered by the Plan.
Participants may change their contribution percentages at any time. The Company
provides a matching contribution equal to 50% of the participant's contribution
up to a maximum of 6% of the participant's base compensation. Effective January
1, 2000, participants may elect to direct all or a portion of their company
matching contributions to any investment option offered by the Plan once these
contributions have been credited to their account.
Participants had the opportunity to transfer their account balances from the O&R
Plan to the Plan. These accounts were transferred into the Merrill Lynch
Retirement Preservation Trust and then were eligible to be invested according to
the participant's investment allocations, as directed under the Plan. Prior to
January 1, 2000, the portion of the transferred account attributable to company
matching contributions, as defined by the O&R Plan, was treated as employer
matching contributions under the Plan. Effective January 1, 2000, transferred
balances relative to company matching contributions, as defined by the O&R Plan,
will not be invested in company stock under the Plan but will be invested at the
participant's direction.
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Participant Accounts and Vesting
Each participant's account is credited with his/her contribution, the Company's
matching contribution, and plan earnings (losses). Participants are immediately
fully vested in their accounts.
Benefit Payments
Upon termination of service, death, or disability, a participant or his/her
beneficiary (upon the death of the participant) may elect to receive an amount
equal to the value of his/her account in a lump-sum distribution. If account
balances are less than $5,000, participants will automatically receive a
lump-sum payment. A participant or beneficiary may elect to have shares of
company stock distributed in common stock. If a participant retires, he/she may
elect to receive a lump-sum distribution or annual installments for a period not
to exceed 20 years or life expectancy.
Rollovers
Participants may roll over a distribution from a qualified retirement plan of a
previous employer to the Plan. The rollover must occur within 18 months from the
date of the participant's employment with the Company.
Investment Options
Participants are offered the following investment options in which they may
invest contributions to their accounts. A description of each investment option
is provided below:
Southern Company Common Stock
This fund invests in Southern Company common stock.
Merrill Lynch Retirement Preservation Trust
This collective trust invests in government agency securities,
guaranteed investment contracts, and money market instruments.
Merrill Lynch Equity Index Trust (Tier III)
This mutual fund invests in certain common stocks that seek to track
the performance of the Standard & Poor's 500 composite stock price
index.
Merrill Lynch Small Cap Fund (Class A)
This mutual fund invests in securities of small market capitalization
companies.
Merrill Lynch Global Allocation Fund (Class A)
This mutual fund invests primarily in U.S. and foreign equities as
well as debt and money market securities.
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Mellon Balanced Portfolio Fund
This mutual fund invests primarily in equity, debt, and cash
equivalents.
PIMCO Total Return Fund (Class A)
This mutual fund primarily invests in a diversified portfolio of
fixed-income securities of varying maturities.
Mercury HW International Value Fund
This mutual fund invests at least 65% of its total assets in equity
securities in at least three non-U.S. markets.
Seligman High-Yield Bond Fund (Class A)
This mutual fund invests its assets in a diversified portfolio of
high-yield, high-risk, medium- and lower-quality corporate bonds and
notes (commonly referred to as junk bonds).
Brinson U.S. Equity Fund (Class N)
This mutual fund invests in a wide range of equity securities of U.S.
companies that are traded on major stock exchanges as well as in the
over-the-counter market.
Massachusetts Investors Trust (Class A)
This mutual fund primarily invests its assets in a conservative
portfolio of equity securities (including common stock, preferred
stock, and convertible securities) selected for their high or improving
investment quality.
Franklin Small-Cap Growth Fund (Class I)
This mutual fund primarily invests in equity securities of small
capitalization companies.
GAM Global Fund (Class A)
This mutual fund invests in securities issued by companies in any
country and will normally invest in securities issued by companies in
the United States, Canada, the United Kingdom, Continental Europe, and
the Pacific Basin.
GAM International Fund (Class A)
This mutual fund invests in securities issued by companies in any
country other than the United States and will normally invest in
securities issued by companies in Canada, the United Kingdom,
Continental Europe, and the Pacific Basin.
Loomis Sayles Small-Cap Value Fund (Administrative Class)
This mutual fund invests primarily in equity securities of small
capitalization companies with good earnings growth potential and which
are believed to be undervalued by the market.
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Putnam Growth Opportunities Fund
This mutual fund invests in equity securities, placing principal
emphasis on those securities that fund management believes will benefit
from the major long-term trends in the economy.
Davis New York Venture Fund (Class A)
This mutual fund invests primarily in equity securities of companies
with market capitalizations of at least $250 million.
Davis Real Estate Fund (Class A)
This mutual fund invests primarily in securities of companies
principally engaged in or related to the real estate industry which own
significant real estate assets or which primarily invest in real estate
financial instruments.
Goal Manager Portfolios
Conservative Portfolio
This portfolio invests 50% of its assets in the Merrill Lynch
Retirement Preservation Trust, 30% in the PIMCO Total Return
Fund, and 20% among the MFS Massachusetts Investors Trust,
Brinson U.S. Equity Fund, Mercury HW International Value Fund,
and the Merrill Lynch Small Cap Fund.
Moderate Portfolio
This portfolio invests 10% of its assets in the Merrill Lynch
Retirement Preservation Trust, 40% in the PIMCO Total Return
Fund, and 50% among the Massachusetts Investors Trust, Brinson
U.S. Equity Fund, Mercury HW International Value Fund, and the
Merrill Lynch Small Cap Fund.
Moderate to Aggressive Portfolio
This portfolio invests 30% of its assets in the PIMCO Total
Return Fund and 70% in the Massachusetts Investors Trust,
Brinson U.S. Equity Fund, Mercury HW International Value Fund,
and the Merrill Lynch Small Cap Fund.
Aggressive Portfolio
This portfolio invests 100% of its assets in the MFS
Massachusetts Investors Trust, Brinson U.S. Equity Fund,
Mercury HW International Value Fund, and the Merrill Lynch
Small Cap Fund.
Loans to Participants
A participant may borrow the lesser of $50,000, less the highest outstanding
loan balance in the previous 12 months, or 50% of his/her vested account
balance, with a minimum loan amount of $1,000. Loans are repayable through
payroll deductions over the respective term of the loan. The interest rate is
determined by the plan administrator based on the prime rate of the prior
quarter and is fixed over the life of the note.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the accrual
method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Plan's management to use
estimates and assumptions that affect the net assets available for benefits and
the changes therein. Actual results could differ from these estimates.
Administrative Expenses
All administrative expenses are paid by the Company.
Investment Valuation
Investments other than investment contracts are valued at quoted market prices.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the year; investments traded in
the over-the-counter market and listed securities for which no sale was reported
on the last day of the plan year are valued at the last reported bid price. The
Plan's investment in the Merrill Lynch Retirement Preservation Trust Fund is
fully benefit-responsive and is stated at contract value (which approximates
fair value) in accordance with Statement of Position 94-4, "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans."
Investment securities, in general, are exposed to various risks, including,
credit, interest, and overall market volatility risks. Due to the level of risk
associated with certain investment securities, it is possible that changes in
values of investment securities will occur and that such changes could
materially affect the amount reported in the statements of net assets available
for benefits.
Net Depreciation in Fair Value of Investments
Net realized gains (losses) and unrealized appreciation (depreciation) are
recorded in the accompanying statement of changes in net assets available for
benefits as net depreciation in fair value of investments.
3. INVESTMENTS
Individual assets that represent 5% or more of the Plan's net assets available
for benefits as of December 31, 2000 are as follows:
Merrill Lynch Retirement Preservation Trust $2,731,135
Massachusetts Investors Trust 946,129
Davis New York Venture Fund 951,413
Southern Company Common Stock 2,501,360
Merrill Lynch Equity Index Trust 947,945
Franklin Small-Cap Growth Fund 1,204,424
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The Plan's investments (including gains and losses on investments bought and
sold as well as held during the year) appreciated (depreciated) as follows for
the four-month period ended April 30, 2001:
Investments, at fair value:
Mutual funds $(367,449)
Common stock (469,665)
Common/collective trust (66,402)
----------
$(903,516)
==========
4. TAX STATUS
The Plan obtained a determination letter dated June 10, 1999 in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code (the
"Code"). The Plan has been amended since receiving the determination letter;
however, the plan administrator believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of the Code.
Therefore, the plan administrator believes that the Plan was qualified and the
related trust was tax-exempt as of the financial statement dates.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this report to be signed by the undersigned thereunto duly
authorized.
SOUTHERN ENERGY RESOURCES, INC.
BARGAINING UNIT SAVINGS PLAN
/s/ Vance Booker
Vance Booker
Senior Vice President
October 29, 2001
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated September 4, 2001 included in this annual report
of Southern Energy Resources, Inc. Bargaining Unit Savings Plan on Form 11-K for
the four-month period ended April 30, 2001 into the Plan's previously filed
Registration Statement No. 333-44127.
/s/ Arthur Andersen LLP
Atlanta, Georgia
October 25, 2001
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