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
GEORGIA POWER CAPITAL TRUST II
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(Exact name of registrant as specified in its charter)
DELAWARE 51-6505001
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(State of incorporation or organization) (IRS Employer Identification No.)
333 Piedmont Avenue, NE, Atlanta, Georgia 30308
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(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
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7.60% Trust 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-
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 7.60% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) (the "Preferred
Securities") of Georgia Power Capital Trust II, a Delaware business trust
("Georgia Power Capital"). A description of the Preferred Securities is
contained in the Registration Statement on Form S-3, as amended, of Georgia
Power Company and Georgia Power Capital, Registration Nos. 333-06037,
333-06037-01, 333-06037-02 and 333-06037-03, 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 supplement subsequently filed by Georgia Power
Company and Georgia Power Capital pursuant to Rule 424(b) under the Securities
Act. Such prospectus supplement 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 Georgia Power Company and Georgia Power
Capital (Registration Nos. 333-06037, 333-06037-01,
333-06037-02, and 333-06037-03) (the "Registration
Statement") (incorporated herein by reference).
4(a) -- Certificate of Trust of Georgia Power Capital
(designated in the Registration Statement as Exhibit
4.3-B and incorporated herein by reference).
4(b) -- Certificate of Amendment to Certificate of Trust of
Georgia Power Capital (designated in the Registration
Statement as Exhibit 4.3-B(1) and incorporated herein
by reference).
4(c) -- Form of Amended and Restated Trust Agreement of
Georgia Power Capital (designated in the Registration
Statement as Exhibit 4.5-B and incorporated herein by
reference).
4(d) -- Form of Subordinated Note Indenture between Georgia
Power Company and The Chase Manhattan Bank, as trustee
(designated in the Registration Statement as Exhibit
4.1 and incorporated herein by reference).
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4(e) -- Form of Supplemental Indenture to Subordinated Note
Indenture between Georgia Power Company and The Chase
Manhattan Bank, as trustee (designated in the
Registration Statement as Exhibit 4.2 and incorporated
herein by reference).
4(f) -- Form of Guarantee Agreement of Georgia Power Company
with respect to the Preferred Securities (designated in
the Registration Statement as Exhibit 4.8-B 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.
ated January 10, 1997 GEORGIA POWER CAPITAL TRUST II
By GEORGIA POWER COMPANY,
as Depositor
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
