File No. 70-8129
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 5
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
John D. McLanahan, Esq.
Troutman Sanders
600 Peachtree Street, N. E.
Suite 5200
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
Item 1 is hereby amended by adding the following
thereto:
"The special meeting of stockholders contemplated by
this proceeding and HCAR No. 35-25856 (July 16, 1993) herein was
held on September 29, 1993. The first proposal submitted at such
meeting, providing for an amendment to the charter of Georgia
Power, as previously described herein, did not receive the
requisite 66 2/3% vote of the preferred stockholders and,
accordingly, will not be implemented. However, the second
proposal previously described, to authorize Georgia Power to
issue or assume, until July 1, 2003, securities representing
unsecured short-term debt in excess of the existing charter
limitation of 10% of Georgia Power's other capitalization,
received the necessary affirmative vote of a majority of the
total number of shares of preferred stock outstanding. It is
hereby requested, therefore, that the Commission now issue its
order in this matter approving such proposal."
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
F - Opinion of Troutman Sanders.
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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 to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 3, 1994 GEORGIA POWER COMPANY
By:/s/ Wayne Boston
Wayne Boston
Assistant Secretary
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Exhibit F
TROUTMAN SANDERS
Nationsbank Plaza
600 Peachtree Street, N. E. - Suite 5200
Atlanta, Georgia 30308-2216
February 3, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1, as amended,
of Georgia Power Company File No. 70-8129
Ladies and Gentlemen:
We are counsel to Georgia Power Company (the "Company") and
are familiar with the statement on Form U-1, as amended, referred
to above. We are furnishing this opinion with respect to (1) a
proposal to authorize the Company to issue unsecured short-term
debt in excess of the limitation thereon contained in the Charter
of the Company, and (2) the solicitation of proxies from the
holders of the Company's Preferred Stock and Class A Preferred
Stock in connection with such proposal and a related proposed
amendment to the Charter of the Company, all as more fully
described in such statement.
We have examined such records as we have deemed necessary to
express the opinions hereinafter set forth and hereby advise you
that in our opinion, the Company is validly organized and duly
existing as a corporation under the laws of the State of Georgia
and that upon the issuance of your order or orders herein and in
the event that the proposed transactions are consummated in
accordance with the terms of such statement on Form U-1, as
amended, and such order or orders:
(a) all State laws applicable to the proposed
transactions by the Company will have been
complied with;
(b) the holders of the outstanding shares of
Preferred Stock and Class A Preferred Stock
of the Company will continue to be entitled
to their relative rights and privileges as
set forth in the Charter of the Company, as
amended, except that the Company will have
the authority to issue securities
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Securities and Exchange Commission
February 3, 1994
Page two
representing unsecured debt in accordance
with the proposal relating thereto described
in the statement on Form U-1, as amended; and
(c) the consummation of the proposed transactions
by the Company will 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 filing of such statement on Form
U-1.
Yours very truly,
/s/ Troutman Sanders
Troutman Sanders
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