File No. 70-8193
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
SAVANNAH ELECTRIC AND POWER COMPANY
600 East Bay Street
Savannah, Georgia 31402
(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 Kirby R. Willis
Vice President and Vice President and Chief
Corporate Secretary Financial Officer
Georgia Power Company Savannah Electric and Power Company
333 Piedmont Avenue, N.E. 600 East Bay Street
Atlanta, Georgia 30308 Savannah, Georgia 31402
(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, Financial Vice President
The Southern Company
64 Perimeter Center East
Atlanta, Georgia 30346
John F. Young John D. McLanahan, Esq.
Vice President Troutman Sanders
Southern Company Services, Inc. NationsBank Plaza, Suite 5200
One Wall Street, 42nd Floor 600 Peachtree Street
New York, New York 10005 Atlanta, Georgia 30308
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INFORMATION REQUIRED
The statement on Form U-1 as initially filed herein is hereby
amended and restated in its entirety as follows:
Item 1. Description of Proposed Transactions.
1.1 Georgia Power Company ("GPC") and Savannah Electric and
Power Company ("Savannah") are wholly-owned subsidiaries of The
Southern Company, a registered holding company under the Public
Utility Holding Company Act of 1935. Both GPC and Savannah are
corporations organized and existing under the laws of the State of
Georgia.
1.2 Savannah currently owns real property on which GPC and
Savannah propose to construct eight (8) complete combustion
turbine-generator units ("CTs") to be known as Plant McIntosh CT
Nos. 01, 02, 03, 04, 05, 06, 07 and 08, and up to eight (8)
additional complete combustion turbine-generator units to be known
as Plant McIntosh CT Nos. 09, 10, 11, 12, 13, 14, 15 and 16, any
one of which is also referred to as an Additional Plant McIntosh
CT. Collectively, the sixteen combustion turbine-generators are
referred to as the Plant McIntosh CTs. Initially, GPC is
proposing to develop Plant McIntosh CT Nos. 01 and 02, CT Nos. 03
and 04, and CT Nos. 07 and 08 (the "GPC Plant McIntosh CTs").
Thus, of the eight initial CTs, six are to be developed for GPC
and two for Savannah. The construction costs of such CTs and
associated facilities are estimated to be approximately $182
million for GPC and $61 million for Savannah.
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The eight initial CTs are simple-cycle generators each having
a nominal capacity of 80 megawatts. Such CTs are to burn
primarily natural gas with No. 2 fuel oil available as a backup
fuel supply. In addition to the CT units, other facilities to be
constructed for the project include fuel systems (a storage tank
for No. 2 fuel oil and associated equipment for supplying fuel to
the CTs), water systems (a water storage tank and demineralized
water treatment plant to provide demineralized water for the water
injection emission control process), an extension of existing fire
protection systems, a switchyard, a 230-kv tie line to the
existing Plant McIntosh substation and a service building
containing a control room, maintenance shop and warehouse.
1.3 Pursuant to the Plant McIntosh Combustion Turbine
Purchase and Ownership Participation Agreement dated as of
December 15, 1992 ("Purchase and Ownership Agreement"), Savannah
proposes to sell to GPC, and GPC proposes to purchase, a
percentage undivided ownership interest in certain of the
equipment which will comprise the facilities common to all of the
Plant McIntosh CTs (the "CT Common Facilities"). This ownership
interest will be equivalent to GPC's Pro Forma Ownership Interest,
i.e., the percentage of the Plant McIntosh CTs constructed by GPC,
and will be held by GPC as a tenant in common with Savannah.
The purchase price for the assets to be acquired by GPC
pursuant to the Purchase and Ownership Agreement represents the
original book cost of such assets less depreciation, which, if
calculated as of 12-31-92, is estimated to be $864,947.00.
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1.4 Pursuant to the Purchase and Ownership Agreement, GPC
and Savannah also propose that Savannah lease to GPC (a) a 100%
leasehold interest in the real property on which the GPC Plant
McIntosh CTs will be developed (the "GPC Plant McIntosh CTs
Site"), (b) a percentage undivided interest, equivalent to GPC's
Pro Forma Ownership Interest, in that portion of the CT Common
Facilities which consist of real property (the "CT Common
Facilities Site"), and (c) any related easements or other rights
necessary to develop the GPC Plant McIntosh CTs Site and the CT
Common Facilities Site.
The annual rent for the leasehold interests proposed to be
conveyed to GPC represents the sum of (a) the original book cost
of the GPC Plant McIntosh CTs Site plus (b) the original book cost
of the CT Common Facilities Site times GPC's Pro Forma Ownership
Interest, multiplied by (c) Savannah's weighted cost of pretax
capital as of December 31, 1991.
1.5 Pursuant to the Plant McIntosh Combustion Turbine
Operating Agreement dated as of December 15, 1992 ("Operating
Agreement"), GPC and Savannah propose to make Savannah "Agent" to
act for itself and on behalf of GPC in the procurement,
construction, management, control, operation, maintenance,
renewal, addition, replacement, modification and disposal of the
Plant McIntosh CTs, the CT Common Facilities and the fuel supply
for the Plant McIntosh CTs. The Operating Agreement provides for
the sharing of operating costs and costs of construction by
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Savannah and GPC in accordance with their respective Pro Forma
Ownership Interests.
1.6 The execution and delivery of the ground lease,
described in Item 1.4, is scheduled to take place as soon as all
requisite regulatory approvals have been obtained. The proposed
execution and delivery is subject to GPC's and Savannah's receipt
of all requisite approvals of all applicable regulatory agencies,
including the Securities and Exchange Commission.
1.7 The closing for the proposed purchase by GPC of an
ownership interest in the CT Common Facilities, as described in
Item 1.3, is scheduled to take place on or before October 1, 1994,
or as soon as all requisite regulatory approvals have been
obtained. The proposed purchase is subject to GPC's and
Savannah's receipt of all requisite approvals of all applicable
regulatory agencies, including the Securities and Exchange
Commission.
1.8 Economic analyses performed by GPC and Savannah
identified the Plant McIntosh site to be the best location for
GPC's and Savannah's respective combustion turbine-generators,
primarily due to savings associated with (1) low transmission
connection cost, and (2) existing facilities and staffing
associated with the existing coal plant on the Plant McIntosh
site. The proposed CTs are required to meet GPC's and Savannah's
respective peaking capacity needs. As indicated under Item 4
herein, the Georgia Public Service Commission has issued
certificates of public convenience and necessity for the initial
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eight CTs. GPC and Savannah will finance their respective
construction costs relating to the CTs, as they finance their
current construction programs generally, from internal sources
and, to the extent necessary, external financings (subject to
Commission approval if required.)
Item 2. Fees, Commissions and Expenses.
The fees and expenses to be paid or incurred, directly or
indirectly, in connection with the proposed transactions will be
filed by amendment.
Item 3. Applicable Statutory Provisions.
The proposed transactions may be subject to Sections 9(a)(1),
10, 12(d) and 13(b) of the Act and Rules 43, 44, 86, 90 and 91
thereunder.
The proposed transactions will be carried out in accordance
with the procedures specified in Rule 23 and pursuant to an order
of the Commission in respect thereto. It is expected that the
execution and delivery of the lease described in Item 1.6 and the
purchase by GPC of an ownership interest in the CT Common
Facilities as described in Item 1.3 will be consummated as soon as
practicable after receipt of the order of the Commission.
Item 4. Regulatory Approval.
The proposed transactions are not subject to the jurisdiction
of any state commission except that the Georgia Public Service
Commission (the "GPSC") has approved integrated resource plans for
GPC and Savannah thereby certifying eight of the Plant McIntosh
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CTs, and certification by the GPSC of any Additional Plant
McIntosh CTs will be similarly required. The proposed
transactions are not subject to the jurisdiction of any Federal
commission other than the Securities and Exchange Commission.
Item 5. Procedure.
GPC and Savannah request that the Commission's order be
issued as soon as the rules will allow, and that there be no
thirty-day waiting period between the issuance of the Commission's
order and the date on which it is to become effective. GPC and
Savannah hereby waive a recommended decision by a hearing officer
or other responsible officer of the Commission and hereby consent
that the Division of Investment Management may assist in the
preparation of the Commission's decision and order herein, unless
such Division opposes the matters covered hereby.
Item 6. Exhibits and Financial Statements.
(a) Exhibits
A - None.
B-1 - Plant McIntosh Combustion Turbine Purchase and
Ownership Participation Agreement between GPC
and Savannah. (Designated in Form 10-K for the
year ended December 31, 1993 as Exhibit
10(a)57 and incorporated herein by reference.)
B-2 - Plant McIntosh Combustion Turbine Operating
Agreement between GPC and Savannah.
(Designated in Form 10-K for the year ended
December 31, 1993 as Exhibit 10(a)58 and
incorporated herein by reference.)
C - None.
D - None.
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E - None.
F-1 - Opinion of Troutman Sanders, as counsel for
GPC. (To be filed by amendment.)
F-2 - Opinion of Bouhan, Williams & Levy, as counsel
for Savannah. (To be filed by amendment.)
G - Form of Notice.
(b) Financial Statements.
No financial statements are filed herewith since the
financial condition of the parties is not material to the proposed
transactions.
Item 7. Information as to Environmental Effects.
(a) In view of the nature of the proposed transactions
described in Item 1 hereof, the Commission's action in these
matters will not constitute any major federal action significantly
affecting the quality of the human environment.
(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed
transactions.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
Dated: April 19, 1994
GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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EXHIBIT G
FORM OF NOTICE
Georgia Power Company ("GPC"), 333 Piedmont Avenue, N.E.,
Atlanta, Georgia 30308, and Savannah Electric and Power Company
("Savannah"), 600 East Bay Street, Savannah, Georgia 31402,
electric utility subsidiaries of The Southern Company, a
registered public utility holding company, have filed an
application/declaration on Form U-1 under Sections 9(a)(1), 10,
12(d) and 13(b) of the Act and Rules 43, 44, 86, 90 and 91
thereunder.
Savannah currently owns real property on which GPC and
Savannah propose to construct eight (8) complete combustion
turbine-generator units ("CTs") to be known as Plant McIntosh CT
Nos. 01, 02, 03, 04, 05, 06, 07 and 08, and up to eight (8)
additional complete combustion turbine-generator units to be
known as Plant McIntosh CT Nos. 09, 10, 11, 12, 13, 14, 15 and
16, any one of which is also referred to as an Additional Plant
McIntosh CT. Collectively, the sixteen combustion turbine-
generators are referred to as the Plant McIntosh CTs. Initially,
GPC is proposing to develop Plant McIntosh CT Nos. 01 and 02, CT
Nos. 03 and 04, and CT Nos. 07 and 08 (the "GPC Plant McIntosh
CTs").
Pursuant to the Plant McIntosh Combustion Turbine Purchase
and Ownership Participation Agreement dated as of December 15,
1992 ("Purchase and Ownership Agreement"), Savannah proposes to
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sell to GPC, and GPC proposes to purchase, a percentage undivided
ownership interest in certain of the equipment which will
comprise the facilities common to all of the Plant McIntosh CTs
(the "CT Common Facilities"). This ownership interest will be
equivalent to GPC's Pro Forma Ownership Interest, i.e., the
percentage of the Plant McIntosh CTs constructed by GPC, and will
be held by GPC as a tenant in common with Savannah.
The purchase price for the assets to be acquired by GPC
pursuant to the Purchase and Ownership Agreement represents the
original book cost of such assets less depreciation, which, if
calculated as of 12-31-92, is estimated to be $864,947.00.
Pursuant to the Purchase and Ownership Agreement, GPC and
Savannah also propose that Savannah lease to GPC (a) a 100%
leasehold interest in the real property on which the GPC Plant
McIntosh CTs will be developed (the "GPC Plant McIntosh CTs
Site"), (b) a percentage undivided interest, equivalent to GPC's
Pro Forma Ownership Interest, in that portion of the CT Common
Facilities which consist of real property (the "CT Common
Facilities Site"), and (c) any related easements or other rights
necessary to develop the GPC Plant McIntosh CTs Site and the CT
Common Facilities Site.
The annual rent for the leasehold interests proposed to be
conveyed to GPC represents the sum of (a) the original book cost
of the GPC Plant McIntosh CTs Site plus (b) the original book
cost of the CT Common Facilities Site times GPC's Pro Forma
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Ownership Interest, multiplied by (c) Savannah's weighted cost of
pretax capital as of December 31, 1991.
Pursuant to the Plant McIntosh Combustion Turbine Operating
Agreement dated as of December 15, 1992 ("Operating Agreement"),
GPC and Savannah propose to make Savannah "Agent" to act for
itself and on behalf of GPC in the procurement, construction,
management, control, operation, maintenance, renewal, addition,
replacement, modification and disposal of the Plant McIntosh CTs,
the CT Common Facilities and the fuel supply for the Plant
McIntosh CTs. The Operating Agreement provides for the sharing
of operating costs and costs of construction by Savannah and GPC
in accordance with their respective Pro Forma Ownership
Interests.
It is stated that economic analyses performed by GPC and
Savannah identified the Plant McIntosh site to be the best
location for GPC's and Savannah's respective combustion turbine-
generators, primarily due to savings associated with (1) low
transmission connection cost, and (2) existing facilities and
staffing associated with the existing coal plant on the Plant
McIntosh site.
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