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 III
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(Exact name of registrant as specified in its charter)
DELAWARE 51-6505002
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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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7.75% 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-
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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 Georgia Power Capital Trust III, 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.
333-28189 and 333-28189-01, 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 Georgia Power Company and Georgia Power
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 Georgia Power Company and
Georgia Power Capital (Registration Nos. 333-28189
and 333-28189-01) (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-(a) 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) 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 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 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 GEORGIA POWER CAPITAL TRUST III
By GEORGIA POWER COMPANY,
as Depositor
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
