CERTIFICATE OF NOTIFICATION
Filed by
SAVANNAH ELECTRIC AND 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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Savannah Electric and Power Company (the "Company") hereby certifies to said
Commission, pursuant to Rule 24, as follows with respect to the transactions
described herein:
1. On December 9, 1998, the issuance and sale by Savannah Electric
Capital Trust I , a Delaware statutory business trust (the "Trust"), of
1,600,000 of its 6.85% Trust Preferred Securities (Liquidation amount $25 per
Trust 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 $41,237,125 aggregate principal
amount of its Series A 6.85% Junior Subordinated Notes (the "Junior Subordinated
Notes") due December 31, 2028, pursuant to the First Supplemental Indenture
dated as of December 9, 1998, supplementing the Subordinated Note Indenture
dated as of December 1, 1998, between the Company and The Bank of New York, 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
December 1, 1998, 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 December 3, 1998, and
accompanying prospectus dated February 24, 1998. (Filed
electronically December 4, 1998, in File Nos. 333-46171 and
333-46171-01.)
Exhibit B - Underwriting Agreement dated December 3, 1998. (Designated
in Form 8-K dated December 3, 1998, as Exhibit 1.)
Exhibit C - Amended and Restated Trust Agreement dated as of December
1, 1998. (Designated in Form 8-K dated December 3, 1998, as
Exhibit 4.7.)
Exhibit D - Subordinated Note Indenture between Savannah Electric and
Power Company and The Bank of New York, as Trustee.
(Designated in Form 8-K dated December 3, 1998, as Exhibit
4.3.)
Exhibit E - First Supplemental Indenture to the Subordinated Note
Indenture dated as of December 9, 1998, between the Company
and The Bank of New York, as trustee. (Designated in Form 8-K
dated December 3, 1998, as Exhibit 4.4.)
Exhibit F - Guarantee Agreement, dated as of December 1, 1998, with
respect to Trust Preferred Securities. (Designated in Form 8-K
dated December 3, 1998, as Exhibit 4.11.)
Exhibit G - Opinion of Bouhan, Williams & Levy LLP dated January 4,
1998.
Dated January 4, 1998 SAVANNAH ELECTRIC AND POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit G
Bouhan, Williams & Levy
Savannah, Georgia 31402
912-236-2491
January 4, 1998
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Savannah Electric and Power Company
(herein call 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 Savannah
Electric Capital Trust I (the "Trust") of its Trust 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/Bouhan, Williams & Levy LLP
