File No. 70-8467
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.1 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
(Name and address of agent 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
John D. McLanahan, Esq.
Troutman Sanders
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
The Application or Declaration heretofore filed in this
proceeding is hereby amended as follows:
1. By amending Item 2 - Fees, Commissions and Expenses, to
read as follows:
"The fees, commissions and expenses paid or incurred, or to
be paid or incurred, in connection with the proposed transactions
are as follows:
Form U-1 Filing Fee.........$ 2,000
Legal Fees:*
Troutman Sanders.......$22,000
Miscellaneous*..............$ 100
Total*.......$25,460
*Estimated "
2. By adding the following at the end of Item 3 - Applicable
Statutory Provisions:
"In this regard, however, Georgia Power does not currently hold
any interest in any "exempt wholesale generator" or "foreign
utility company," and the transaction proposed in this
Application or Declaration does not in any way concern or relate
to an investment in or other involvement with any "exempt
wholesale generator" or "foreign utility company."
Under Rule 54, in determining whether to approve the issue
or sale of a security by a registered holding company for
purposes other than the acquisition of an "exempt wholesale
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generator" or "foreign utility company", or other transactions by
such registered holding company or its subsidiaries other than
with respect to "exempt wholesale generators" or "foreign utility
companies", the Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an "exempt
wholesale generator" or a "foreign utility company" upon the
registered holding company system if Rules 53(a), (b) and (c) are
satisfied. In that regard, assuming the consummation of the
transaction contemplated in this Application or Declaration, all
of the conditions set forth in Rule 53(a) are and will be
satisfied and none of the conditions set forth in Rule 53(b)
exists or, as a result thereof, will exist.
Rule 53(a)(1): Assuming full utilization by The Southern
Company ("Southern") of $500 million of proceeds of the sale of
its common stock (as authorized in HCAR Nos. 25980 and 26098)
and/or the use of up to $500 million of the proceeds of short-
term borrowings and/or commercial paper sales (as authorized in
HCAR No. 26004), to make investments in "exempt wholesale
generators" and "foreign utility companies," and/or the guaranty
by Southern of up to $500 million of securities of any "exempt
wholesale generators" or "foreign utility companies" (as
authorized by HCAR No. 25980), the combination of which may not
exceed $500 million, Southern's "aggregate investment" in such
entities would be approximately 26.9% of "consolidated retained
earnings," as defined in Rule 53(a)(1)(ii), of Southern,
determined as follows: At September 30, 1994, Southern had
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invested, directly or indirectly, an aggregate of $409.5 million
in "exempt wholesale generators" and "foreign utility
companies," 1 and had utilized for this purpose approximately
$97.7 million of the authorized proceeds of common stock, debt
and/or guarantees. The average of the consolidated retained
earnings of Southern reported on Form 10-K or Form 10-Q, as
applicable, for the four consecutive quarters ended September 30,
1994, is $3.019 billion. Accordingly, Southern's "aggregate
investment," on a pro forma basis, expressed as a percentage of
"consolidated retained earnings," is approximately 26.9% ($409.5
million + $402.3 million divided by $3.019 billion).
Rule 53(a)(2): Southern maintains books and records
enabling it to identify investments in and earnings from each
"exempt wholesale generator" and "foreign utility company" in
which it directly or indirectly holds an interest. In addition,
each domestic "exempt wholesale generator" in which Southern
holds an interest maintains its books and records and prepares
its financial statements in conformity with U.S. generally
accepted accounting principles ("GAAP"). The books and records
and financial statements of each "foreign utility company" in
which Southern holds an interest (including those that are
"majority-owned subsidiaries" and those that are not) are
1 These investments were in companies or partnerships that
are "exempt wholesale generators," as defined in Section 32,
operating or constructing facilities in Hawaii and Virginia, and
in "foreign utility companies," as defined in Section 33,
operating in The Grand Bahamas, Chile and Argentina.
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maintained and prepared in conformity with GAAP. All of such
books and records and financial statements will be made available
to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of
Southern's operating utility subsidiaries will, at any one time,
directly or indirectly, render services to "exempt wholesale
generators" and "foreign utility companies." Based on current
staffing levels of Southern's domestic operating utility
subsidiaries (such companies currently employ, in the aggregate,
approximately 27,000 salaried and hourly employees), no more than
540 employees of these companies, in the aggregate, determined on
a full-time-equivalent basis, will be utilized at any one time in
rendering services directly or indirectly to "exempt wholesale
generators" and "foreign utility companies." In a separate
proceeding (File No. 70-7932) certain of Southern's subsidiaries
are requesting authority to render services to "exempt wholesale
generators" and "foreign utility companies," as required by Rule
53(a).
Rule 53(a)(4): Southern is simultaneously submitting a copy
of this Application or Declaration, and will submit copies of any
Rule 24 certificates required hereunder, as well as a copy of
Southern's Form U5S, to the Federal Energy Regulatory Commission
and to the appropriate public service commission(s) having
jurisdiction over the retail rates of Southern's operating
utility subsidiaries.
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In addition, Southern states that the provisions of Rule
53(a) are not made inapplicable to the authorization herein
requested by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither Southern nor any subsidiary of
Southern is the subject of any pending bankruptcy or similar
proceeding.
Rule 53(b)(2): Southern's average consolidated retained
earnings for the four most recent quarterly periods ($3.019
billion) represented an increase of approximately $44 million in
the average consolidated retained earnings for the previous four
quarterly periods ($2.975 billion).
Rule 53(b)(3): In the previous fiscal year, Southern did
not report any operating losses attributable to its direct or
indirect investments in "exempt wholesale generators" and
"foreign utility companies." "
3. By filing herewith the following exhibit listed in
Item 6 -Exhibits and Financial Statements:
F - Opinion of Troutman Sanders, counsel to
Georgia Power.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 1 to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: December 5, 1994
GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston, Assistant Secretary
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Exhibit F
Troutman Sanders
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
404-885-3000
December 5, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: Georgia Power Company - Form U-1 Application or
Declaration (File No. 70-8467)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to
above, as amended, and are furnishing this opinion with respect
to the transactions described therein, pursuant to which Georgia
Power Company proposes to invest an aggregate of up to $10
million from time to time through December 31, 1997, in the
limited partnership units of one or more limited partnerships
formed to construct, own and manage certain qualified low income
housing projects in Georgia.
We are of the opinion that Georgia Power Company is a
validly organized and duly existing corporation under the laws of
the state in which it is organized, and that, upon the issuance
of your order herein, and in the event that the proposed
transactions are consummated in accordance with such statement on
Form U-1 and your order:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) when a limited partnership agreement or agreements
conforming to the form thereof included as Exhibit A to the
statement on Form U-1 have been duly executed and funds
contributed by Georgia Power Company in accordance with the
terms thereof, Georgia Power Company will be entitled to all
of the rights and privileges appertaining thereto set forth
in the partnership agreement or agreements;
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Securities and Exchange Commission
December 5, 1994
Page 2
(c) the consummation of the transactions described
above will not violate the legal rights of the holders of
any securities issued by Georgia Power Company or any
associate company thereof.
We hereby consent to the use of this opinion in connection
with the filing of such statement on Form U-1.
Very truly yours,
/s/Troutman Sanders
Troutman Sanders
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