CERTIFICATE OF NOTIFICATION
Filed by
GEORGIA POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated December 15,
1994, January 17, 1996, August 26, 1996, January 14, 1997, January 29, 1997,
February 5, 1997, June 10, 1997, January 16, 1998 and December 7, 1998 in the
matter of File No. 70-8461.
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Georgia Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows with respect to the transactions described
herein:
1. On February 25, 1999, the issuance and sale by Georgia Power Capital
Trust IV (the "Trust"), a Delaware business trust, of 8,000,000 of its 6.85%
Trust Preferred Securities (liquidation amount $25 per Preferred Security) and
all transactions relating thereto were carried out in accordance with the terms
and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
2. The issuance by the Company of $206,185,575 aggregate principal
amount of its Series D 6.85% Junior Subordinated Notes (the "Junior Subordinated
Notes") due March 31, 2029, pursuant to the Second Supplemental Indenture dated
as of February 25, 1999, supplementing the Subordinated Note Indenture dated as
of June 1, 1997, between the Company and The Chase Manhattan Bank, as Trustee,
was carried out in accordance with the terms and conditions of and for the
purposes represented by the application, as amended, and of said orders with
respect thereto.
3. The execution by the Company of the Guarantee Agreement, dated as of
February 1, 1999, providing for the guarantee by the Company of certain
obligations of the Trust in respect of the Trust Preferred Securities, was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
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4. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with respect to
the Trust Preferred Securities, dated February 17,
1999, and accompanying prospectus dated January 15,
1998. (Filed electronically February 19, 1999, in
File Nos. 333-43895, 333-43895-01, 333-43895-02 and
333-43895-03.)
Exhibit B - Underwriting Agreement dated February 17, 1999.
(Designated in Form 8-K dated February 17, 1999, File
No. 1-6468, as Exhibit 1.)
Exhibit C - Amended and Restated Trust Agreement dated as of
February 1, 1999. (Designated in Form 8-K dated
February 17, 1999, File No. 1-6468, as Exhibit
4.7-A.)
Exhibit D - Second Supplemental Indenture to the Subordinated
Note Indenture dated as of February 25, 1999, between
the Company and The Chase Manhattan Bank, as trustee.
(Designated in Form 8-K dated February 17, 1999, File
No. 1-6468, as Exhibit 4.4.)
Exhibit E - Guarantee Agreement, dated as of February 1,
1999, with respect to Trust Preferred Securities.
(Designated in Form 8-K dated February 17, 1999, File
No. 1-6468, as Exhibit 4.11-A.)
Exhibit F - Opinion of Troutman Sanders LLP dated March 1,
1999.
Dated March 1, 1999 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Troutman Sanders LLP
600 Peachtree Street
Atlanta, Georgia 30308
404-885-3000
March 1, 1999
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Georgia Power Company
(herein called the "Company") et al.
File No. 70-8461
Ladies and Gentlemen:
We have read the statement on Form U-1, as amended, referred to above and are
furnishing this opinion with respect to the issuance and sale by Georgia Power
Capital Trust IV (the "Trust") of its Preferred Securities and the related
issuance by the Company of its Guarantee and Junior Subordinated Notes (all as
defined therein).
We are of the opinion that:
(a) the Company is validly organized and duly existing as a
corporation under the laws of the State of Georgia;
(b) the subject transactions have been consummated in accordance
with such statement on Form U-1, as amended;
(c) all state laws applicable to such transactions have been
complied with;
(d) the Company's obligations with respect to the Guarantee and
the Junior Subordinated Notes are valid and binding
obligations of the Company in accordance with their terms; and
(e) the consummation of the transactions did not violate the legal
rights of the holders of any securities issued by the Company
or any associate company thereof.
We hereby give our written consent to the use of this opinion in connection with
the above-mentioned statement on Form U-1 and to the filing thereof with the
Commission at the time of the filing by the Company of its certificate pursuant
to Rule 24.
Very truly yours,
/s/Troutman Sanders LLP
