File No. 70-8443
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
(Post-Effective No. 2)
to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GEORGIA POWER COMPANY
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Judy M. Anderson
Vice President and Corporate Secretary
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Names and addresses of agents for service)
The Commission is requested to mail signed copies
of all orders, notices and communications to:
W. L. Westbrook John F. Young
Financial Vice President Vice President
The Southern Company Southern Company Services, Inc.
64 Perimeter Center East One Wall Street, 42nd Floor
Atlanta, Georgia 30346 New York, New York 10005
Warren Y. Jobe John D. McLanahan, Esq.
Executive Vice President and Troutman Sanders
Chief Financial Officer 600 Peachtree Street, N.E.
Georgia Power Company Suite 5200
333 Piedmont Avenue, N.E. Atlanta, Georgia 30308-2216
Atlanta, Georgia 30308
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INFORMATION REQUIRED
Item 2. Fees, Commissions and Expenses.
Item 2 is hereby amended as follows:
"The fees and expenses to be paid or incurred by
Georgia, directly or indirectly, in connection with each issuance
of Collateral Bonds (as distinguished from and excluding fees,
commissions and expenses incurred or to be incurred in connection
with the sale of Revenue Bonds by an Authority and in connection
with the determination of the tax status of the Revenue Bonds)
are as follows:
Fee of counsel for Georgia . . . . . . . . . . . . $ 20,000
Fee of accountants, Arthur Andersen & Co . . . . . 35,000
Fee of trustee, including counsel . . . . . . . . . 30,000
Services of Southern Company
Services, Inc. . . . . . . . . . . . . . . . . . 25,000
Miscellaneous, including telephone charges and
traveling expenses . . . . . . . . . . . . . . . 10,000
TOTAL . . . . . . . . . . . . . . . . . . . . $120,000"
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
D-2 - Copy of order of Georgia Public Service
Commission.
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- 2 -
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
GEORGIA POWER COMPANY
Dated: October 17, 1994 By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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GEORIGIA PUBLIC SERVICE COMMISSION
244 WASHINGTON STREET, S.W.
ATLANTA, GEORGIA 30334-5701
LETTER ORDER
Docket No. 4534-U
Mr. Douglas E. Jones
Georgia Power Company
23/333 Piedmont Avenue
Atlanta, Georgia 30308
IN RE: Docket No. 4534-U: Application of Georgia Power
Company for Authority to issue first mortgage bonds or
other long term debt, preferred stock, and to incur
pollution control obligations and term notes or to
enter into other security refunding transactions which
are expressly authorized by the Securities and Exchange
Commission in any combination up to an aggregate of
$1,100,000,000; and to incur pollution control
obligations up to $50,000,000 to finance new pollution
control expenditures.
Dear Mr. Jones:
On May 18, 1993, the Georgia Power Company (the "Company")
filed with the Georgia Public Service Commission (the
"Commission") an application (the "Application") seeking
authority to issue first mortgage bonds or other long term debt
and preferred stock, and to incur pollution control obligations
and term loans or to enter into other security refunding
transactions which are expressly authorized by the Securities and
Exchange Commission (the "SEC") in any combination up to an
aggregate of $1,100,000,000, and to incur pollution control
obligations up to $50,000,000 to finance new pollution control
expenditures, on or prior to December 31, 1994.
The Company represented in its application that it plans to
refund certain of its higher cost securities and replace them
with lower cost securities, to refund maturing debt, to meet
sinking fund obligations, and to retire short term borrowings.
The funds resulting from the sale of securities, $1,100,000,000
of which are the subject of this Application, will be used to
finance such refunding transactions. The Company further
represented that, to the extent it can qualify for new pollution
Docket No. 4534-U
Page 1 of 4
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control financing, the Company proposes to enter into pollution
control arrangements with the Development Authorities of various
counties in Georgia for obligations up to $50,000,000 to finance
new pollution control expenditures.
The Company's application contains evidence which, together
with the Company's Charter and Indenture, statements of its
earnings and expenses, capital stock and bonds and other
obligations outstanding, were previously filed with the
Commission. This evidence included exhibits setting forth the
request for potential refundings; a schedule of first mortgage
bonds and non-collateralized pollution control bonds outstanding
as of May 1, 1993; a schedule of preferred stock outstanding as
of May 1, 1993; a balance sheet as of March 31, 1993; and an
income statement for the twelve (12) months ended March 31, 1993.
FINDINGS OF FACT
The Company asserted and the Commission finds that it is in
the best interest of the Company and its customers for the
Company to refund higher cost securities with lower cost
securities. Such refunding will reduce the Company's risk by
decreasing the amount of its fixed obligation and lowering the
Company's debt and preferred stock interest and dividend costs.
In Application, the Company set out estimated net annual
savings from refundings effected pursuant to the Commission's
Letter Order of March 9, 1993 (Docket No. 4376-U) of
approximately $9.5 million annually and estimated additional
savings from the projected refundings of approximately $32.3
million annually. The savings that are realized by the Company
will result in lower revenue requirements with attendant benefit
to its customers.
The Company further asserted and the Commission finds that
the financing of new pollution control expenditures with
lower-cost, tax exempt pollution control obligations is in the
best interest of the Company and its customers.
CONCLUSIONS OF LAW
Subject to the foregoing findings of fact, the Commission
herewith sets forth its conclusions of law.
The Commission has jurisdiction over this matter pursuant to
O.C.G.A. para. 46-2-28 as interpreted by the courts of Georgia and
other applicable statutes.
After careful consideration of the Application it appears,
and the Commission finds, that the issuance of securities of
which authority is requested is necessary and is reasonably
Docket No. 4534-U
Page 2 of 4
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required for the refunding of, and subsequent replacement of,
higher cost securities, for the refunding of maturing debt, for
the meeting of sinking fund obligations, and for the retiring of
short term borrowings, and with respect to up to $50,000,000 of
pollution control obligations, to finance new pollution control
expenditures. Such refundings will result in cost savings to the
Company and to its customers.
It further appears, and the Commission finds, that
compliance with the competitive bidding requirements of
Rule 515-4-1-.15 in connection with the issuance of any first
mortgage bonds or other long term debt, preferred stock,
pollution control obligations, term loans or other security
refunding transactions expressly authorized by the SEC is not
appropriate or consistent with the public interest.
The Commission, in acting upon this request for approval to
borrow, is making no judgment or decision upon the propriety,
necessity, or reasonableness of any of the capital expenditures
being proposed. The action taken by the Commission does not
address issues relating to whether the financing may be included
in the Company's capital structure in computing future revenue
requirements or whether the investments made with the proceeds of
such financing may be included in rate base. These and other
like issues are not being addressed in this proceeding and has no
effect upon the Commission's ability to address these issues in
any later rate case.
WHEREFORE, it is
ORDERED, that the financing authority sought by the Company
is hereby approved as more specifically set forth below.
ORDERED FURTHER, that the Company shall file with the
Commission a conformed copy of each Supplemental Indenture as
executed with respect to the issuance and sale of up to
$1,100,000,000 principal amount of first mortgage bonds or other
long term debt, preferred stock, pollution control obligations,
term loans and other security refunding transactions expressly
authorized by the SEC in any combination, and up to $50,000,000
of additional pollution control obligations, herein authorized;
and it is
ORDERED FURTHER, that the Company be, and it hereby is,
authorized to issue first mortgage bonds or other long term debt
and preferred stock, and to incur pollution control obligations
and term loans, and to enter into other security refunding
transactions which are expressly authorized by the SEC in any
combination up to an aggregate of $1,100,000,000; provided
further that the sale pursuant to this ordering paragraph is
authorized on or before December 31, 1994; and it is
Docket No. 4534-U
Page 3 of 4
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ORDERED FURTHER, that the Company be, and it hereby is,
authorized to incur pollution control obligations of up to
$50,000,000 for the purpose of financing new pollution control
expenditures; provided further that the incurrence pursuant to
this ordering paragraph is authorized on or before December 31,
1994; and it is
ORDERED FURTHER, that the issuance and sale of first
mortgage bonds or other long term debt, preferred stock,
pollution control obligations and term loans and other security
refunding transactions expressly authorized by the SEC are hereby
exempted from the competitive bidding requirements of
Rule 515-4-1-.15; and it is
ORDERED FURTHER, that it shall not be incumbent upon the
purchasers of the securities herein authorized to see that any of
the provisions of this Order are complied with, but that this
responsibility shall rest solely on the Company; and it is
ORDERED FURTHER, that jurisdiction over this proceeding is
expressly retained for the purpose of entering such further order
or orders as this Commission may deem needed and proper; and it
is
ORDERED FURTHER, that no application for rehearing,
reconsideration or oral argument and no appeal with respect to
this Order shall serve as a supersedeas or shall stay this Order
unless so ordered by the Commission.
The above by action of the Commission in Administrative
Session on June 1, 1993.
s/William J. Buckner s/Mac Barber
William J. Buckner Mac Barber
Executive Secretary Chairman
6/3/93 6/3/93
DATE DATE
Docket No. 4534-U
Page 4 of 4
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