SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 17, 1995
GEORGIA POWER COMPANY
(Exact name of registrant as specified in its charter)
Georgia 1-6468 58-0257110
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 Piedmont Avenue, NE, Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 526-6526
N/A
(Former name or former address, if changed since last report.)<PAGE>
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Item 5. Other Events.
On May 17, 1995, Georgia Power Company (the "Company")
entered into a Purchase Contract covering the issue and sale of
$75,000,000 aggregate principal amount of First Mortgage Bonds,
7.70% Series due May 1, 2025. Said First Mortgage Bonds were
registered under the Securities Act of 1933, as amended, pursuant
to the Company's shelf registration statement (Registration
Statement No. 33-49661).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
1 Form of Proposal for the purchase of
$75,000,000 aggregate principal amount of
First Mortgage Bonds, 7.70% Series due May 1,
2025, dated May 17, 1995, between the Company
and the Purchaser named therein, with Purchase
Contract attached thereto.
4 Supplemental Indenture dated as of May 1,
1995, between the Company and Chemical Bank,
as Trustee.
12 Computation of ratio of earnings to fixed
charges for the five years ended December 31,
1994, and the twelve months ended April 30,
1995.
15 Letter re unaudited interim financial
information.
23(a) Consent of Troutman Sanders.
23(b) Consent of Balch & Bingham.
26(a) Notice of Invitation for Proposals.
26(b) Terms and Conditions Relating to Proposals.<PAGE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: May 19, 1995 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary<PAGE>
Exhibit 1
FORM OF PROPOSAL
For Purchase of
GEORGIA POWER COMPANY
FIRST MORTGAGE BONDS
Dated: May 17, 1995
GEORGIA POWER COMPANY
c/o Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Dear Sirs:
Referring to the terms and conditions dated May 15, 1995 (the "Terms and
Conditions"), relating to proposals for the purchase of First Mortgage Bonds
(the "Bonds") of Georgia Power Company (the "Company"), and the notice dated
the date hereof (the "Notice") given by the Company pursuant thereto, the
persons, firms and corporations named in Exhibit A attached hereto (the
"Bidders") have submitted and confirm herewith the following proposal for the
purchase of $75,000,000 principal amount of the Bonds, as designated by the
Company in the Notice (the "Designated Principal Amount"):
1. The interest rate of the Bonds shall be 7.70% per annum.
2. The price to be paid to the Company for the Bonds shall be
98.646% of the Designated Principal Amount thereof, plus accrued
interest from the first day of the calendar month during which the Bonds
are issued to the date of payment and delivery, each of the Bidders
hereby offering, severally and not jointly, to purchase from the
Company, at said price and upon the terms and conditions set forth in
the form of purchase contract attached hereto as Exhibit B (the
"Purchase Contract"), the principal amount of Bonds set forth opposite
its name in Exhibit A attached hereto, or the principal amount of Bonds
to be set forth opposite its name in Exhibit A attached hereto as
provided in Section 3 of the Terms and Conditions, which together
aggregate the Designated Principal Amount of the Bonds. Exhibit A
attached hereto, when completed, is hereinafter and in the Purchase
Contract called "Exhibit A to the Form of Proposal".
3. In consideration of the agreement of the Company set forth in
the Terms and Conditions that, subject to the provisions thereof, the
Company will accept the proposal which results in the lowest "annual
cost of money" to it for the Bonds, each of the Bidders agrees (a) that
the offer of such Bidder included in this proposal shall be irrevocable
until three hours after the time fixed for the submission of proposals,
unless sooner rejected by the Company; (b) that, if this proposal shall
be accepted in writing by the Company, such Bidder, either in person or<PAGE>
by the Representative(s) on its behalf, will forthwith furnish to the
Company in writing the information referred to in Section 8 of the Terms
and Conditions; and (c) that, if this proposal shall be so accepted by
the Company, the Purchase Contract shall thereupon become effective
without any separate execution thereof and shall constitute the
agreement between the Company and the Bidders and, upon performance by
the Bidders, and the Representative(s), of their obligations under
Sections 3, 4 and 8 of the Terms and Conditions, all rights of the
Company and of the Bidders shall be determined solely in accordance with
the terms thereof, subject, however, to such modifications therein
(including Exhibit A to the Form of Proposal) as may be necessary and as
are contemplated by the Terms and Conditions.
4. This proposal must be accepted or rejected by the Company in
its entirety within three hours after the time fixed for the submission
thereof.
5. This proposal may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
Each of the Bidders acknowledges receipt of a copy of the prospectus in
respect of the Bonds furnished by the Company to the Bidders pursuant to the
last paragraph of Section 5 of the Terms and Conditions.
Very truly yours,
/s/Myles Derieg
J.P. Morgan Securities Inc.
On behalf of and as
Representative(s)
of the persons, firms and
corporations
named in Exhibit A hereto.
60 Wall Street
New York, New York 10260
Address
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Accepted:
GEORGIA POWER COMPANY
By: /s/Wayne Boston
Title: Assistant Secretary
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EXHIBIT A
The names of the Bidders and the respective principal amounts of the
Bonds which they severally offer to purchase are as follows:
Name Principal Amount
J.P. Morgan Securities Inc. $75,000,000
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EXHIBIT B
GEORGIA POWER COMPANY
PURCHASE CONTRACT
For Purchase of First Mortgage Bonds of the Company
AGREEMENT made between Georgia Power Company, a corporation organized
and existing under the laws of the State of Georgia (the "Company"), party of
the first part, and the several persons, firms and corporations (the
"Purchasers") named as Bidders in Exhibit A to the Form of Proposal to which
this agreement is attached as Exhibit B (the "Form of Proposal"), parties of
the second part,
W I T N E S S E T H:
WHEREAS, the Company proposes to issue and sell the Designated Principal
Amount (as defined in the Form of Proposal) of its First Mortgage Bonds (the
"Bonds"), to be issued under and secured by the Indenture dated as of March 1,
1941, as supplemented and as to be supplemented (the "Indenture"), between the
Company and Chemical Bank, as Trustee (the "Trustee"), and to bear interest at
the rate per annum specified in paragraph 1 of the Form of Proposal; and
WHEREAS, the Purchasers have authorized the person or persons signing
the Form of Proposal (the "Representative") to execute the Form of Proposal on
behalf of the respective Purchasers and to act for the respective Purchasers
in the manner provided in this agreement; and
WHEREAS, the Company has prepared and filed, in accordance with the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
with the Securities and Exchange Commission (the "Commission"), a registration
statement and prospectus relating to the Bonds, and such registration
statement has become effective (such registration statement, as it became
effective, including the exhibits thereto and all documents incorporated by
reference in the prospectus at such time pursuant to Item 12 of Form S-3,
being herein called the "Registration Statement"); and
WHEREAS, the prospectus referred to in the last paragraph of the Form of
Proposal (such prospectus, including all documents incorporated therein by
reference pursuant to Item 12 of Form S-3 as of the time of the acceptance of
the Form of Proposal, being herein called the "Bidding Prospectus") is to be
supplemented by a prospectus supplement (the "Prospectus Supplement"),
including certain information relating to the Purchasers, the price and the
terms of offering, the interest rate, maturity date and redemption provisions
of the Bonds (the Bidding Prospectus as supplemented by the Prospectus
Supplement being herein called the "Prospectus").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed between the parties as follows:
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1. Purchase and Sale: Upon the basis of the warranties and
representations and on the terms and subject to the conditions herein set
forth, the Company agrees to sell to the respective Purchasers, severally and
not jointly, and the respective Purchasers, severally and not jointly, agree
to purchase from the Company, at the price specified in paragraph 2 of the
Form of Proposal, plus accrued interest from the first day of the calendar
month during which the Bonds are issued to the date of payment and delivery,
the respective principal amounts of Bonds set opposite their names in Exhibit
A to the Form of Proposal, which together aggregate the Designated Principal
Amount of the Bonds.
2. Payment and Delivery: Payment for the Bonds shall be made to the
Company or its order in federal funds or in other funds which are, as shown by
written evidence satisfactory to the Company, immediately available at the
time of purchase, at the office of Troutman Sanders, 600 Peachtree Street,
N.E., Suite 5200, Atlanta, Georgia (or at such other place as may be agreed
upon by the Representative and the Company), upon the delivery of the Bonds to
the Representative for the respective accounts of the Purchasers against
receipt therefor signed by the Representative on behalf of itself and as agent
for the other Purchasers. Such payment and delivery shall be made at 10 a.m.
New York Time on the eighth day (which shall be a full business day) after
this agreement becomes effective (or at such other time or on such other day
as may be agreed upon by the Representative and the Company), unless postponed
in accordance with the provisions of Section 7 hereof. The time at which
payment and delivery are to be made is herein sometimes called the "time of
purchase".
Delivery of definitive Bonds is expected to be made in registered form
without coupons in denominations of $1,000 and multiples thereof, registered
in such name or names as the Representative may request not later than 10 a.m.
New York Time on the third business day prior to the time of purchase, or, if
no such request is received, in the names of the respective Purchasers in
denominations selected by the Company. If the Representative shall request
that any of the Bonds be registered in a name or names other than that of the
Purchaser agreeing to purchase such Bonds, such Purchaser shall pay any
transfer taxes resulting from such request. The Company agrees to make the
Bonds available for inspection by the Representative at the office of the
Trustee at least 20 hours prior to the time of purchase. In the event that it
becomes necessary to make initial delivery of the Bonds in temporary form,
such Bonds will be exchangeable at said office of the Trustee, upon request,
for definitive fully registered Bonds of authorized denominations without
charge to the holders thereof as soon as is reasonably practicable.
3. Conditions of Purchasers' Obligations: The several obligations of
the Purchasers hereunder are subject to the accuracy of the warranties and
representations on the part of the Company herein contained and to the
following other conditions:
(a) That all legal proceedings to be taken by the Company in
connection with the issue and sale of the Bonds and the legal opinion
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provided for in Section 3(b)(1) hereof shall be satisfactory in form and
substance to Dewey Ballantine, counsel to the Purchasers.
(b) That, at the time of purchase, the Representative shall be
furnished the following opinions and letter and copies or signed
counterparts thereof for each of the Purchasers, with such changes
therein as may be agreed upon by the Company and the Representative with
the approval of Dewey Ballantine:
(1) Opinion of Troutman Sanders, of Atlanta, Georgia,
counsel to the Company, substantially in the form attached hereto
as Exhibit 1.
(2) Opinion of Dewey Ballantine, of New York, New York,
substantially in the form attached hereto as Exhibit 2.
(3) Letter dated the date of payment and delivery from
Arthur Andersen LLP to the effect that: (i) they are independent
public accountants with respect to the Company within the meaning
of the Securities Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the financial
statements audited by them and incorporated by reference in the
Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the related published rules and regulations thereunder; (iii)
on the basis of certain limited procedures performed through a
specified date not more than five business days prior to the date
of such letter, namely, (a) performing the procedures specified by
the American Institute of Certified Public Accountants for a
review of interim financial information as described in Statement
on Auditing Standards No. 71, "Interim Financial Information", on
the unaudited financial statements, if any, of the Company
incorporated in the Prospectus and of the latest available
unaudited financial statements of the Company, if any, as of a
date subsequent to the date of those incorporated in the
Prospectus, (b) reading the minute books of the Company and (c)
making inquiries of certain officials of the Company who have
responsibility for financial and accounting matters regarding such
unaudited financial statements or any specified unaudited amounts
derived therefrom (it being understood that the foregoing
procedures do not constitute an audit performed in accordance with
generally accepted auditing standards and they would not
necessarily reveal matters of significance with respect to the
comments made in such letter, and accordingly that Arthur Andersen
LLP make no representations as to the sufficiency of such
procedures for the several Purchasers' purposes), nothing came to
their attention that caused them to believe that: (A) the
unaudited financial statements, if any, incorporated in the
Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange Act as it
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applies to Form 10-Q and the published rules and regulations
thereunder; (B) any material modifications should be made to such
unaudited financial statements for them to be in conformity with
generally accepted accounting principles; (C) the unaudited
amounts for Operating Revenues, Income Before Interest Charges and
Net Income After Dividends on Preferred Stock and the unaudited
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges
Plus Preferred Dividend Requirements (Pre-Income Tax Basis) set
forth in the Prospectus, including such amounts for the latest
period subsequent to that covered by the financial statements
incorporated in the Prospectus for which such information is
available at the time this agreement becomes effective, which
amounts shall be included in the Prospectus, do not agree with the
amounts set forth in or derived from the unaudited financial
statements for the same period or were not determined on a basis
substantially consistent with that of the corresponding audited
amounts incorporated or included in the Prospectus; (D) as of a
specified date not more than five business days prior to the date
of delivery of such letter, there has been any change in the
capital stock or long-term debt of the Company or any decrease in
net assets as compared with amounts shown in the latest audited
balance sheet incorporated in the Prospectus, except in each case
for changes or decreases (i) which the Prospectus discloses have
occurred or may occur, (ii) which are occasioned by the
declaration of dividends, (iii) which are occasioned by regularly
scheduled payments of long-term debt obligations, (iv) which are
occasioned by the purchase or redemption of bonds or stock to
satisfy mandatory redemption provisions relating thereto or (v)
which are disclosed in such letter; or (E) the unaudited amounts
for Operating Revenues, Income Before Interest Charges and Net
Income After Dividends on Preferred Stock and the unaudited Ratio
of Earnings to Fixed Charges for any period subsequent to those
set forth in (C) above, which if available shall be set forth in
such letter, do not agree with the amounts set forth in or derived
from the unaudited financial statements for the same period or
were not stated on a basis substantially consistent with the
corresponding audited amounts incorporated or included in the
Prospectus.
(c) That no amendment or supplement (including the Prospectus
Supplement) to the registration statement or prospectus filed subsequent
to the time this agreement becomes effective (including any filing made
by the Company pursuant to Section 13 or 14 of the Exchange Act) shall
be unsatisfactory in form to Dewey Ballantine or shall contain
information (other than with respect to an amendment or supplement
relating solely to the activity of any Purchaser or Purchasers) which,
in the reasonable judgment of the Representative, shall materially
impair the marketability of the Bonds.
(d) That, at or before 8 p.m. New York Time on the first business
day after the date this agreement becomes effective, or at such later
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time and date as the Representative may from time to time consent to in
writing or by telephone, confirmed in writing, an appropriate order or
orders of the Georgia Public Service Commission necessary to permit the
issue and sale of the Bonds shall be in effect; and that, prior to the
time of purchase, no stop order with respect to the effectiveness of the
Registration Statement shall have been issued under the Securities Act
by the Commission or proceedings therefor initiated or threatened.
(e) That, prior to the time of purchase, there shall have been no
material adverse change in the business, properties or financial
condition of the Company from that set forth in or contemplated by the
Prospectus, and that the Company shall, at the time of purchase, have
delivered to the Representative a certificate to such effect of an
executive officer of the Company. For the purposes of this condition,
the sale by the Company of, or its failure to sell, any issue of other
securities shall not be deemed to be such a change.
(f) That, at the time of purchase, the Representative shall be
furnished a certificate of the Company, which shall be satisfactory in
form and substance to Dewey Ballantine, evidencing compliance with the
provisions of Rule 52 under the Public Utility Holding Company Act of
1935, as amended, in connection with the issue and sale of the Bonds.
(g) That the Company shall have performed such of its obligations
under this agreement as are to be performed at or prior to the time of
purchase by the terms hereof.
4. Certain Covenants of the Company: In further consideration of the
agreements of the Purchasers herein contained, the Company covenants as
follows:
(a) As soon as practicable after this agreement becomes
effective, and in any event within the time prescribed by Rule 424 under
the Securities Act, to file the Prospectus Supplement with the
Commission and to advise the Representative of such filing and to
confirm such advice in writing.
(b) As soon as the Company is advised thereof, to advise the
Representative and confirm the advice in writing of any request made by
the Commission for amendments to the Registration Statement or
Prospectus, including any amendment to any of the documents incorporated
therein by reference pursuant to Item 12 of Form S-3, or of the issue of
a stop order suspending the effectiveness of the Registration Statement
or of the initiation or threat of any proceedings for that purpose and,
if such a stop order should be issued by the Commission, to make every
reasonable effort to obtain the lifting or removal thereof as soon as
possible.
(c) To deliver to the Purchasers, without charge, as soon as
practicable on or after the date this agreement becomes effective, and
from time to time thereafter during such period of time (not exceeding
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nine months) after this agreement becomes effective as the Purchasers
are required by law to deliver a prospectus, as many copies of the
Prospectus (as supplemented or amended if the Company shall have made
any supplements or amendments thereto) as the Representative may
reasonably request; and, in case any Purchaser is required by law to
deliver a prospectus after the expiration of nine months after the date
this agreement becomes effective, to furnish to such Purchaser, upon
request of the Representative, at the expense of such Purchaser, a
reasonable quantity of a supplemental prospectus or of supplements to
the Prospectus complying with Section 10(a)(3) of the Securities Act.
(d) During such period of time after the date this agreement
becomes effective as the Purchasers are required by law to deliver a
prospectus, to file timely all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the Exchange Act.
(e) To furnish to the Representative, or if such Representative
consists of two or more persons to one of such persons, one copy,
certified by an officer of the Company, of the registration statement as
initially filed with the Commission, all amendments thereto and all
documents incorporated by reference in the Prospectus pursuant to Item
12 of Form S-3 as of the time of purchase (in each case, exclusive of
exhibits), and to furnish to the Representative sufficient plain copies
of said registration statement and all amendments thereto (exclusive of
exhibits) for distribution of two each, and all said documents
incorporated therein as of the time of purchase (exclusive of exhibits)
for distribution of one each, to the other Purchasers.
(f) In the event that the Purchasers constitute "underwriters"
within the meaning of Section 2(11) of the Securities Act, then, for
such period of time (not exceeding nine months) after the date this
agreement becomes effective as they are required by law to deliver a
prospectus, if any event shall have occurred as a result of which it is
necessary to amend or supplement the Prospectus in order to make the
statements therein, in light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, forthwith to amend or
supplement the Prospectus by either (i) preparing and furnishing, at its
own expense, to the Purchasers and to dealers (whose names and addresses
are furnished to the Company by the Representative) to whom Bonds may
have been sold by the Representative on behalf of the Purchasers and,
upon request, to any other dealers making such request, either
amendments to the Prospectus or supplements thereto, or (ii) making an
appropriate filing pursuant to Section 13 or 14 of the Exchange Act
which would supplement or amend the Prospectus, so that the statements
in the Prospectus as so amended or supplemented will not, in the light
of the circumstances when the Prospectus is delivered to a purchaser, be
misleading.
(g) To make generally available to the Company's security
holders, as soon as practicable, an earning statement (which need not be
audited) covering a period of at least twelve months beginning with the
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first day of the month immediately following the effective date of the
Registration Statement as defined in Rule 158(c) under the Securities
Act, which earning statement shall satisfy the provisions of Section
11(a) of the Securities Act.
(h) To use its best efforts to qualify the Bonds for offer and
sale under the securities or blue sky laws of such jurisdictions as the
Representative may designate within six months after the date this
agreement becomes effective and to pay filing fees and disbursements in
connection therewith in an amount not exceeding $3,500 in the aggregate
(including filing fees and disbursements paid or incurred prior to the
date this agreement becomes effective), provided, however, that the
Company shall not be required to qualify as a foreign corporation or to
file a consent to service of process or to file annual reports or to
comply with any other requirements deemed by the Company to be unduly
burdensome.
(i) To pay expenses, fees and taxes (other than transfer taxes)
in connection with (1) the preparation and filing of the Registration
Statement and Prospectus, (2) the preparation, execution, filing and
recording of the new supplemental indenture pursuant to which the Bonds
are to be issued, (3) the issue and delivery of the Bonds to the
Purchasers, and (4) the furnishing of the opinions, letter and
certificates referred to in Section 3 hereof, except that the Company
shall be required to pay the fees and disbursements (other than filing
fees and disbursements referred to in paragraph (h) of this Section 4)
of Dewey Ballantine only in an event provided in paragraph (j) of this
Section 4, the Purchasers hereby agreeing to pay such fees and
disbursements in any other event and, if such fees should be less than
the amount stated by such counsel to the Representative, to repay the
Company the amount of any reduction.
(j) If the Purchasers shall not take up and pay for the Bonds due
to the failure of the Company to comply with any of the conditions
specified in Section 3 hereof, or if this agreement shall be terminated
in accordance with the provisions of Section 7 or 8 hereof, to pay the
reasonable fees and disbursements of Dewey Ballantine, and, if the
Purchasers shall not take up and pay for the Bonds due to the failure of
the Company to comply with any of the conditions specified in Section 3
hereof, to reimburse the Purchasers for their reasonable out-of-pocket
expenses, in an amount not exceeding a total of $10,000, incurred in
connection with the financing contemplated by this agreement.
(k) On and after the date this agreement becomes effective and
through the time of purchase, without the prior written consent of the
Representative, not to issue or sell any first mortgage bonds (other
than the Bonds) or any other long-term debt of the Company having terms
and provisions substantially similar to the Bonds.
5. Warranties of and Indemnity by the Company:
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(a) The Company warrants and represents to each of the Purchasers
that:
(i) The Registration Statement, when it became effective,
did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading and the Bidding
Prospectus, on said date, did not contain any untrue statement of
a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading; when the Prospectus
Supplement is filed with the Commission, and at the time of
purchase, the Registration Statement and the Prospectus, as they
may be amended or supplemented, will comply, or be deemed to
comply, in all material respects with the provisions of the
Securities Act and the rules and regulations of the Commission
thereunder, the Registration Statement, as it may be amended or
supplemented, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and the Prospectus, as it may be amended or
supplemented, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, and all documents incorporated
therein by reference pursuant to Item 12 of Form S-3 as of such
dates complied or will comply in all material respects with the
applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder, and, on said dates, when
read together with the Prospectus, or the Prospectus as it may be
otherwise amended or supplemented, will not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that the Company makes no warranty or representation to any
Purchaser with respect to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by, or through the Representative on behalf
of, any Purchaser for use in the Registration Statement or the
Prospectus, or to any statements in or omissions from that part of
the Registration Statement that shall constitute the Statement of
Eligibility and Qualification under the Trust Indenture Act of
1939, as amended, of the Trustee under the Indenture.
(ii) The consummation of the transactions herein
contemplated and the performance by the Company of the terms of
this agreement will not violate any of the terms, conditions or
provisions of, or constitute a default under, any indenture or
other contract or agreement to which the Company is now a party or
the charter or by-laws of the Company or any order of any court or
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administrative agency entered in any proceedings to which the
Company is now a party.
(b) The Company agrees to indemnify and hold harmless each of the
Purchasers and each person, if any, who controls any such Purchaser
within the meaning of Section 15 of the Securities Act against any and
all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Securities Act or
otherwise, and to reimburse the Purchasers and such controlling person
or persons, if any, for any legal or other expenses incurred by them in
connection with defending any actions, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in a preliminary prospectus (if used prior to the effective
date of the registration statement), or in the Bidding Prospectus (if
used prior to the date this agreement becomes effective), or in the
Registration Statement, or in the Prospectus or, if the Company shall
furnish to the Purchasers any amendments or any supplements to the
Prospectus, or shall make any filings pursuant to Section 13 or 14 of
the Exchange Act which are incorporated therein by reference, in the
Prospectus as so amended or supplemented (provided that, if such
Prospectus or such Prospectus as amended or supplemented is used after
the expiration of the period of time specified in Section 4(f) hereof,
it shall contain such amendments or supplements as the Company deems
necessary to comply with Section 10(a)(3) of the Securities Act), or
arise out of or are based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or actions arise out of or are
based upon any such untrue statement or omission or alleged untrue
statement or omission which was made in such Registration Statement or
Prospectus in reliance upon and in conformity with information furnished
in writing to the Company by, or through the Representative on behalf
of, any Purchaser for use therein and except that this indemnity with
respect to a preliminary prospectus and the Bidding Prospectus, and with
respect to the Prospectus if the Company shall have furnished any
amendment or supplement thereto, shall not inure to the benefit of any
Purchaser (or of any person controlling such Purchaser) on account of
any losses, claims, damages, liabilities or actions arising from the
sale of Bonds to any person if a copy of the Prospectus (exclusive of
documents incorporated therein by reference pursuant to Item 12 of Form
S-3), as the same may then be amended or supplemented, shall not have
been sent or given by or on behalf of such Purchaser to such person with
or prior to the written confirmation of the sale involved. Each
Purchaser agrees, within ten days after the receipt by it of notice of
the commencement of any action in respect of which indemnity may be
sought by it, or by any person controlling it, from the Company on
account of its agreement contained in this Section 5(b), to notify the
Company in writing of the commencement thereof, but the omission of such
Purchaser so to notify the Company of any such action shall not release
the Company from any liability which it may have to such Purchaser or to
-13-<PAGE>
such controlling person otherwise than on account of the indemnity
agreement contained in this Section 5(b). In case any such action shall
be brought against any Purchaser or any such person controlling such
Purchaser and such Purchaser shall notify the Company of the
commencement thereof, as above provided, the Company shall be entitled
to participate in (and, to the extent that it shall wish, including the
selection of counsel, to direct) the defense thereof at its own expense.
In case the Company elects to direct such defense and select such
counsel, any Purchaser or controlling person shall have the right to
employ its own counsel, but, in any such case, the fees and expenses of
such counsel shall be at the expense of such Purchaser or controlling
person unless the employment of such counsel has been authorized in
writing by the Company in connection with defending such action.
The Company's indemnity agreement contained in this Section 5(b), and
its covenants, warranties and representations contained in this agreement,
shall remain in full force and effect regardless of any investigation made by
or on behalf of any Purchaser or controlling person, and shall survive the
delivery of and payment for the Bonds hereunder.
6. Warranties of and Indemnity by Purchasers:
(a) Each Purchaser warrants and represents to the Company, its
directors and such of its officers as shall have signed the Registration
Statement, and to each other Purchaser that the information furnished in
writing to the Company by, or through the Representative on behalf of,
such Purchaser for use in the Registration Statement or the Prospectus
does not contain an untrue statement of a material fact and does not
omit to state a material fact in connection with such information
required to be stated therein or necessary to make such information not
misleading.
(b) Each Purchaser agrees to indemnify and hold harmless the
Company, its directors and such of its officers as shall have signed the
Registration Statement, and each other Purchaser and each person, if
any, who controls the Company or any such other Purchaser within the
meaning of Section 15 of the Securities Act, to the same extent and upon
the same terms as the indemnity agreement of the Company set forth in
Section 5(b) hereof, but only with respect to untrue statements or
omissions or alleged untrue statements or omissions made in the
Registration Statement or the Prospectus, or the Prospectus as amended
or supplemented, in reliance upon and in conformity with information
furnished in writing to the Company by, or through the Representative on
behalf of, such Purchaser for use therein.
The indemnity agreement on the part of each Purchaser contained in this
Section 6(b), and the warranties and representations of such Purchaser
contained in this agreement, shall remain in full force and effect regardless
of any investigation made by or on behalf of the Company or other Purchaser or
controlling person, and shall survive the delivery of and payment for the
Bonds hereunder.
-14-<PAGE>
7. Substitution of Purchasers: If any Purchaser under this agreement
shall fail or refuse (whether for some reason sufficient to justify, in
accordance with the terms hereof, the termination of its obligations to
purchase or otherwise) to purchase the principal amount of the Bonds which it
has agreed to purchase, the Company shall immediately notify the
Representative, and the Representative may, within 24 hours of receipt of such
notice, procure some other responsible party or parties satisfactory to the
Company, who may include one or more of the remaining Purchasers, to purchase
or agree to purchase such principal amount of the Bonds on the terms herein
set forth; and, if the Representative shall fail to procure a satisfactory
party or parties to purchase or agree to purchase such principal amount of the
Bonds on such terms within such period after the receipt of such notice, then
the Company shall be entitled to an additional period of 24 hours within which
to procure another party or parties to purchase or agree to purchase such
principal amount of the Bonds on the terms herein set forth. In any such
case, either the Representative or the Company shall have the right to
postpone the time of purchase for a period not to exceed five full business
days from the date determined as provided in Section 2 hereof, in order that
the necessary changes in the Registration Statement and Prospectus and any
other documents and arrangements may be effected. If the Representative shall
fail to procure a satisfactory party or parties to purchase or agree to
purchase such principal amount of the Bonds, and if the Company also does not
procure another party or parties to purchase or agree to purchase such
principal amount of the Bonds, as above provided, then this agreement shall
terminate. In the event of any such termination, the Company shall not be
under any liability to any Purchaser (except to the extent, if any, provided
in Section 4(j) hereof), nor shall any Purchaser (other than a Purchaser who
shall have failed or refused to purchase Bonds without some reason sufficient
to justify, in accordance with the terms hereof, its termination of its
obligations hereunder) be under any liability to the Company.
8. Termination of Agreement: This agreement may be terminated at any
time prior to the time of purchase by the Representative with the consent of
Purchasers who have agreed to purchase in the aggregate 50% or more of the
Designated Principal Amount of the Bonds, if, after this agreement becomes
effective and prior to the time of purchase, (i) trading in securities on the
New York Stock Exchange shall have been generally suspended, (ii) minimum or
maximum ranges for prices shall have been generally established on the New
York Stock Exchange by the Commission or by the New York Stock Exchange, (iii)
a general banking moratorium shall have been declared by federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of major hostilities in which the United States is involved, any declaration
of war by the United States Congress or any other substantial national or
international calamity or emergency affecting the United States, in any such
case provided for in clauses (i) through (iv) with the result that, in the
reasonable judgment of the Representative, the marketability of the Bonds
shall have been materially impaired.
If the Representative elects to terminate this agreement, as provided in
this Section 8, the Company and each other Purchaser shall be notified
promptly by the Representative by telephone, confirmed in writing. If this
-15-<PAGE>
agreement shall not be carried out by any Purchaser for any reason permitted
hereunder, or if the sale of the Bonds to the Purchasers as herein
contemplated shall not be carried out because the Company is not able to
comply with the terms hereof, the Company shall not be under any obligation
under this agreement and shall not be liable to any Purchaser or to any member
of any selling group for the loss of anticipated profits from the transactions
contemplated by this agreement (except that the Company shall remain liable to
the extent provided in Section 4(j) hereof) and the Purchasers (other than a
defaulting Purchaser) shall be under no liability to the Company nor be under
any liability under this agreement to one another.
9. Notices: All notices hereunder shall, unless otherwise expressly
permitted, be in writing and be delivered at or mailed to the following
addresses: if to the Purchasers or the Representative, to the Representative
at the address set forth following its signature in the Form of Proposal, and,
if to the Company, to the Company, attention Carol A. Falcone, c/o Southern
Company Services, Inc., One Wall Street, 42nd Floor, New York, N. Y. 10005,
and attention of Warren Y. Jobe, Executive Vice President, Treasurer and Chief
Financial Officer, 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308.
10. Parties in Interest: The agreement herein set forth has been and
is made solely for the benefit of the Purchasers and the Company, its
directors and such of its officers as shall have signed the Registration
Statement, and the controlling persons, if any, referred to in Sections 5 and
6 hereof, and their respective successors, assigns, executors and
administrators, and, subject to the provisions of Section 7 hereof, no other
person shall acquire or have any right under or by virtue of this agreement.
11. Definitions of Certain Terms: If there be two or more persons,
firms or corporations named in Exhibit A to the Form of Proposal, the term
"Purchasers", as used herein, shall be deemed to mean the several persons,
firms or corporations so named (including any substitute purchaser or
purchasers procured as provided by Section 7 hereof and the Representative
hereinafter mentioned, if so named), and the term "Representative", as used
herein, shall be deemed to mean the person or persons designated as
representative or representatives of the Purchasers by, or in the manner
authorized by, the Purchasers, who, by signing the Form of Proposal, represent
that it or they have been authorized by the Purchasers to execute the Form of
Proposal on their behalf and to act for them in the manner herein provided.
In the event that all the Purchasers execute the Form of Proposal and no one
or more of them are designated to act as representative or representatives,
then the term "Representative" shall be deemed to mean all the persons signing
the Form of Proposal. If the Representative consists of more than one person,
the Representative may act by any one thereof. All obligations of the
Purchasers hereunder are several and not joint. If there shall be only one
person, firm or corporation named in Exhibit A to the Form of Proposal, the
term "Purchasers" and the term "Representative", as used herein, shall mean
such person, firm or corporation.
-16-<PAGE>
EXHIBIT 1
[Letterhead of Troutman Sanders]
[Date]
and the other several Purchasers under Purchase
Contract effective between
Georgia Power Company and said Purchasers (the
"Purchase Contract") for the purchase of Georgia
Power Company First Mortgage Bonds, % Series
due (the "Bonds")
c/o
Dear Sirs:
We have acted as counsel to Georgia Power Company (the "Company") in
connection with the purchase by you pursuant to the Purchase Contract of $
principal amount of the Bonds, issued under the Indenture dated as of
March 1, 1941, between the Company and Chemical Bank, as trustee (the
"Trustee"), as supplemented and amended by various indentures supplemental
thereto including the Supplemental Indenture dated as of (said
Indenture, as so supplemented and amended, being hereinafter called the
"Indenture").
We have examined the Registration Statement on Form S-3 (File No. 33-
) filed by the Company under the Securities Act of 1933, as amended (the
"Act"), as it became effective under the Act (the "Registration Statement");
the Company's prospectus dated , as supplemented by
the prospectus supplement dated (the "Prospectus"), filed
by the Company pursuant to Rule 424 of the rules and regulations of the
Securities and Exchange Commission (the "Commission") under the Act, which
pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, _____, the Quarterly
Reports on Form 10-Q of the Company for the quarters ended
______________________ and the Current Reports on Form 8-K of the Company
dated ___________________ (the "Exchange Act Documents"), each as filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the
Indenture. In addition, we have examined, and have relied as to matters of
fact upon, the documents delivered to you at the closing (except the Bonds, of<PAGE>
which we have examined a specimen), and we have made such other and further
investigations as we deemed necessary to enable us to express the opinions
hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby advise you that in our opinion:
1. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of
Georgia and has due corporate authority to carry on the public utility
business in which it is engaged and to own and operate the properties
used by it in such business.
2. The Indenture has been duly authorized, executed and delivered
by the Company and duly qualified under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and, assuming due authorization,
execution and delivery thereof by the Trustee, constitutes a valid and
legally binding instrument of the Company enforceable in accordance with
its terms, subject to the qualifications that the enforceability of the
Company's obligations under the Indenture and the Bonds may be limited
by (a) laws of the State of Georgia, where property covered thereby is
located, affecting the remedies for the enforcement of the security
provided for in the Indenture, which laws do not, in our opinion, make
inadequate the remedies necessary for the realization of the benefits of
such security, (b) laws of the States of Alabama, South Carolina and
Tennessee and of the District of Columbia, where property covered
thereby is located, affecting the remedies for the enforcement of the
security provided for in the Indenture, as to which laws we express no
opinion, (c) bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and (d)
general principles of equity.
3. The Indenture (other than the Supplemental Indenture dated as
of , which is in proper form for recordation) has been duly
recorded in all counties in which the property specifically described
therein is located and the Indenture is effective to create the lien
intended to be created thereby.
4. The Bonds have been duly authorized, executed and issued by
the Company and, assuming due authentication thereof by the Trustee and
upon payment and delivery in accordance with the Purchase Contract and
subject to the qualifications set forth in paragraph 2 above, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms and entitled to the benefits
and security of the Indenture equally and ratably with the first
-2-<PAGE>
mortgage bonds of the other series presently outstanding under the
Indenture.
5. The statements made in the Prospectus under the captions
"Description of New Bonds" and "Certain Terms of the New Bonds", insofar
as they purport to constitute summaries of the terms of documents
referred to therein, constitute accurate summaries of the terms of such
documents in all material respects.
6. All orders, consents or other authorizations or approvals of
the Georgia Public Service Commission and the Commission legally
required for the issuance of the Bonds have been obtained; and no other
order, consent or other authorization or approval of any governmental
body (other than in connection or in compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction, as to which we
express no opinion) is legally required for the issuance of the Bonds by
the Company.
7. The Purchase Contract has been duly authorized, executed and
delivered by the Company.
8. Except as otherwise stated under "Item 2-Properties" in the
Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, ____, the Company has good and marketable title in fee
simple to the Company's interests in the principal plants and other
important units of the Company's property therein described, and the
Indenture constitutes, as security for the Bonds, a direct first lien on
substantially all the fixed property and franchises owned by the
Company, used and useful in its public utility business, subject only to
excepted encumbrances, as therein defined, and upon the acquisition
hereafter by the Company of similar property in the State of Georgia,
will create such lien thereon, subject to liens existing thereon at the
time of acquisition and to the due recordation of the Indenture in the
counties in which such property is located, and except as may be limited
by bankruptcy, insolvency, reorganization, moratorium and other laws
relating to or affecting creditors' rights generally and general
principles of equity.
We have not independently verified the accuracy, completeness or
fairness of the statements made or included in the Registration Statement, the
Prospectus or the Exchange Act Documents and take no responsibility therefor,
except as and to the extent set forth in paragraph 5 above and in the
Prospectus in the third paragraph under the caption "Legal Opinions and
Experts". In the course of the preparation by the Company of the Registration
Statement, the Prospectus and the Exchange Act Documents, we participated in
conferences with certain officers and employees of the Company and with
representatives of Arthur Andersen & Co. Based upon our examination of the
Registration Statement, the Prospectus and the Exchange Act Documents, our
investigations made in connection with the preparation of the Registration
Statement, the Prospectus and the Exchange Act Documents and our participation
in the conferences referred to above, (i) we are of the opinion that the
-3-<PAGE>
Registration Statement, as of its effective date, and the Prospectus, as of
, complied as to form in all material respects with the
requirements of the Act, the Trust Indenture Act and the applicable rules and
regulations of the Commission thereunder and that the Exchange Act Documents,
as of their respective dates of filing with the Commission, complied as to
form in all material respects with the relevant requirements of the Exchange
Act and the applicable rules and regulations of the Commission thereunder,
except that in each case we express no opinion as to the financial statements
or other financial or statistical data contained or incorporated by reference
in the Registration Statement, the Prospectus or the Exchange Act Documents,
and (ii) we have no reason to believe that the Registration Statement, as of
its effective date (including the Exchange Act Documents on file with the
Commission as of such date), contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or that the
Prospectus (including the Exchange Act Documents) contains any untrue
statement of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that in each case we express no
opinion or belief with respect to the financial statements or other financial
or statistical data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents.
We are members of the State Bar of Georgia and we do not express any
opinion herein concerning any law other than the law of the State of Georgia
and the federal law of the United States.
This opinion is rendered to you in connection with the above described
transactions. This opinion may not be relied upon by you for any other
purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.
Very truly yours,
TROUTMAN SANDERS
-4-<PAGE>
EXHIBIT 2
[Letterhead of Dewey Ballantine]
[Date]
and the other several Purchasers under Purchase
Contract effective , between
Georgia Power Company and said Purchasers (the
"Purchase Contract") for the purchase of Georgia
Power Company First Mortgage Bonds, % Series
due (the "Bonds")
c/o
Dear Sirs:
We have acted as your counsel in connection with the purchase by you
pursuant to the Purchase Contract of $ principal amount of the Bonds,
issued under the Indenture dated as of March 1, 1941, between Georgia Power
Company (the "Company") and Chemical Bank, as Trustee (the "Trustee"), as
supplemented and amended by various indentures supplemental thereto including
the Supplemental Indenture dated as of (said Indenture, as so
supplemented and amended, being hereinafter called the "Indenture").
We have examined the Registration Statement on Form S-3 (File No. 33-
) filed by the Company under the Securities Act of 1933, as amended (the
"Act"), as it became effective under the Act (the "Registration Statement");
the Company's prospectus dated , as supplemented by the
prospectus supplement dated (the "Prospectus"), filed by the
Company pursuant to Rule 424 of the rules and regulations of the Securities
and Exchange Commission (the "Commission") under the Act, which pursuant to
Form S-3 incorporates by reference the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, ____, the Quarterly Reports on
Form 10-Q of the Company for the quarters ended __________________ and the
Current Reports on Form 8-K of the Company dated ___________ (the "Exchange
Act Documents"), each as filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and the Indenture. In addition, we have
examined, and have relied as to matters of fact upon, the documents delivered
to you at the closing (except the Bonds, of which we have examined a
specimen), and we have made such other and further investigations as we deemed
necessary to enable us to express the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all<PAGE>
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby advise you that in our opinion:
1. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of
Georgia and has due corporate authority to carry on the public utility
business in which it is engaged and to own and operate the properties
used by it in such business.
2. The Indenture has been duly authorized, executed and delivered
by the Company and duly qualified under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and, assuming due authorization,
execution and delivery thereof by the Trustee, constitutes a valid and
legally binding instrument of the Company enforceable in accordance with
its terms, subject to the qualifications that the enforceability of the
Company's obligations under the Indenture and the Bonds may be limited
by (a) laws of the State of Georgia, where property covered thereby is
located, affecting the remedies for the enforcement of the security
provided for in the Indenture, which laws do not, in our opinion, make
inadequate the remedies necessary for the realization of the benefits of
such security, (b) laws of the States of Alabama, South Carolina and
Tennessee and of the District of Columbia, where property covered
thereby is located, affecting the remedies for the enforcement of the
security provided for in the Indenture, as to which laws we express no
opinion, (c) bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and (d)
general principles of equity.
3. The Bonds have been duly authorized, executed and issued by
the Company and, assuming due authentication thereof by the Trustee and
upon payment and delivery in accordance with the Purchase Contract and
subject to the qualifications set forth in paragraph 2 above, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms and entitled to the benefits
and security of the Indenture equally and ratably with the first
mortgage bonds of the other series presently outstanding under the
Indenture.
4. The statements made in the Prospectus under the captions
"Description of New Bonds" and "Certain Terms of the New Bonds", insofar
as they purport to constitute summaries of the terms of documents
referred to therein, constitute accurate summaries of the terms of such
documents in all material respects.
5. All orders, consents or other authorizations or approvals of
the Georgia Public Service Commission and the Commission legally
required for the issuance of the Bonds have been obtained; and no other
order, consent or other authorization or approval of any governmental
-2-<PAGE>
body (other than in connection or in compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction, as to which we
express no opinion) is legally required for the issuance of the Bonds by
the Company.
6. The Purchase Contract has been duly authorized, executed and
delivered by the Company.
All legal proceedings taken by the Company in connection with the
authorization and delivery of the Bonds, and the legal opinion, dated the date
hereof rendered to you by Troutman Sanders, counsel for the Company, pursuant
to the Purchase Contract, are in form satisfactory to us. Insofar as the
opinions expressed herein relate to or are dependent upon matters governed by
the laws of the State of Georgia, we have relied upon the aforesaid opinion of
Troutman Sanders.
We are not passing upon matters relating to the lien of the Indenture on
property now owned or hereafter acquired by the Company, the recordation or
filing of the Indenture or any related financing statements, the title of the
Company to its properties or the franchises of the Company. As to certain of
such matters there is being furnished to you the above-mentioned opinion of
Troutman Sanders.
We have not independently verified the accuracy, completeness or
fairness of the statements made or included in the Registration Statement, the
Prospectus or the Exchange Act Documents and take no responsibility therefor,
except as and to the extent set forth in paragraph 4 above. In the course of
the preparation by the Company of the Registration Statement, the Prospectus
and the Exchange Act Documents, we participated in conferences with certain
officers and employees of the Company, with representatives of Arthur Andersen
& Co. and with counsel for the Company. Based upon our examination of the
Registration Statement, the Prospectus and the Exchange Act Documents, our
investigations made in connection with the preparation of the Registration
Statement and the Prospectus and our participation in the conferences referred
to above, (i) we are of the opinion that the Registration Statement, as of its
effective date, and the Prospectus, as of , complied as to form in
all material respects with the requirements of the Act, the Trust Indenture
Act and the applicable rules and regulations of the Commission thereunder and
that the Exchange Act Documents, as of their respective dates of filing with
the Commission, complied as to form in all material respects with the relevant
requirements of the Exchange Act and the applicable rules and regulations of
the Commission thereunder, except that in each case we express no opinion as
to the financial statements or other financial or statistical data contained
or incorporated by reference in the Registration Statement, the Prospectus or
the Exchange Act Documents, and (ii) we have no reason to believe that the
Registration Statement, as of its effective date (including the Exchange Act
Documents on file with the Commission as of such date), contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading, or that the Prospectus (including the Exchange Act Documents)
contains any untrue statement of a material fact or omits to state any
-3-<PAGE>
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except that
in each case we express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Prospectus or the Exchange Act
Documents.
We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the law of the State of New
York and the federal law of the United States and, to the extent set forth
herein, the laws of the State of Georgia.
This opinion is rendered to you in connection with the above described
transactions. This opinion may not be relied upon by you for any other
purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.
Very truly yours,
DEWEY BALLANTINE
-4-<PAGE>
Exhibit 4
===============================================================
GEORGIA POWER COMPANY
TO
CHEMICAL BANK
(Successor by Merger to Chemical Bank New York
Trust Company and The New York Trust Company),
TRUSTEE
------------
SUPPLEMENTAL INDENTURE
Providing among other things for
FIRST MORTGAGE BONDS
7.70% SERIES DUE MAY 1, 2025
------------
Dated as of May 1, 1995
============================================================<PAGE>
SUPPLEMENTAL INDENTURE, dated as of May 1, 1995, made and
entered into by and between GEORGIA POWER COMPANY, a corporation
organized and existing under the laws of the State of Georgia
with its principal office in Atlanta, Fulton County, Georgia
(hereinafter commonly referred to as the "Company"), and CHEMICAL
BANK (successor by merger to Chemical Bank New York Trust Company
and The New York Trust Company), a corporation organized and
existing under the laws of the State of New York, with its
principal corporate trust office in the Borough of Manhattan, The
City of New York (hereinafter commonly referred to as the
"Trustee"), as Trustee under the Indenture dated as of March 1,
1941 originally entered into between the Company and The New York
Trust Company, as trustee (hereinafter sometimes referred to as
the "Original Indenture" and said The New York Trust Company
being hereinafter sometimes referred to as the "Original
Trustee"), securing bonds issued and to be issued as provided
therein, which Original Indenture has heretofore been
supplemented and amended by various supplemental indentures
(which Original Indenture as so supplemented and amended is
hereinafter sometimes referred to as the "Indenture").
WHEREAS the Company and the Original Trustee have executed
and delivered the Original Indenture for the purpose of securing
an issue of bonds of the 3 1/2% Series due 1971 described therein
and such additional bonds as may from time to time be issued
under and in accordance with the terms of the Indenture, the
aggregate principal amount of bonds to be secured thereby being
presently limited to $5,000,000,000 at any one time outstanding
(except as provided in Section 2.01 of the Indenture), and the
Original Indenture is of record in the public office of each
county in the States of Georgia, Alabama, Tennessee and South
Carolina in which this Supplemental Indenture is to be recorded,
and in the public office of the District of Columbia, and the
Original Indenture is on file at the principal corporate trust
office of the Trustee; and
WHEREAS the Company and the Trustee have executed and
delivered various supplemental indentures for the purpose, among
others, of further securing said bonds and of creating the bonds
of other series described therein, which supplemental indentures
described and set forth additional property conveyed thereby and
are also of record in the public offices of some or all of the
counties in the States of Georgia, Alabama, Tennessee and South
Carolina in which this Supplemental Indenture is to be recorded,
and one of which supplemental indentures is also of record in the
public office of the District of Columbia, and said supplemental
indentures are also on file at the principal corporate trust
office of the Trustee; and<PAGE>
WHEREAS the Company and the Trustee have executed and
delivered the Supplemental Indenture dated as of May 15, 1991, by
which the third paragraph of Section 1.02 of the Indenture was
amended to read as follows:
"The term 'Board of Directors' shall mean the
Board of Directors of the Company or any committee of
the Board of Directors of the Company authorized, with
respect to any particular matter, to exercise the power
of the Board of Directors of the Company."; and
WHEREAS the Indenture provides for the issuance of bonds
thereunder in one or more series and the Company, by appropriate
corporate action in conformity with the terms of the Indenture,
has duly determined to create a series of bonds under the
Indenture to be designated as "7.70% Series due May 1, 2025"
(hereinafter sometimes referred to as the "new Bonds"), each of
which bonds shall also bear the descriptive title "First Mortgage
Bond", the bonds of such series to bear interest at the annual
rate and to mature on the date designated in the title thereof;
and
WHEREAS by a Plan of Merger dated June 11, 1959, effective
September 8, 1959, between The New York Trust Company and
Chemical Corn Exchange Bank, said The New York Trust Company was
merged into said Chemical Corn Exchange Bank which continued
under the name and style of Chemical Bank New York Trust Company;
and by a Plan of Merger dated November 26, 1968, effective
February 17, 1969, among Chemical New York Corporation, Chemical
Bank New York Trust Company and Chemical Bank, said Chemical Bank
New York Trust Company was merged into said Chemical Bank which
continued under the name and style of Chemical Bank; and by
virtue of said mergers Chemical Bank has become successor to The
New York Trust Company and Chemical Bank New York Trust Company,
as Trustee under the Indenture, and has become vested with all of
the title to the mortgaged property and trust estate; and with
the trusts, powers, discretions, immunities, privileges and all
other matters as were vested in said The New York Trust Company
and said Chemical Bank New York Trust Company under the
Indenture, with like effect as if originally named as Trustee
therein;
WHEREAS each of the new Bonds is to be substantially in the
following form, to-wit:
2<PAGE>
[FORM OF NEW BOND]
[FACE]
GEORGIA POWER COMPANY
FIRST MORTGAGE BOND, 7.70% SERIES DUE MAY 1, 2025
No. Dollars
Georgia Power Company, a Georgia corporation (hereinafter
called the "Company"), for value received, hereby promises to pay
to or registered
assigns, the principal sum of Dollars
on May 1, 2025, and to pay to the registered owner hereof
interest on said sum from the latest semi-annual interest payment
date to which interest has been paid on the bonds of this series
preceding the date hereof, unless the date hereof be an interest
payment date to which interest is being paid, in which case from
the date hereof, or unless the date hereof is prior to
November 1, 1995, in which case from May 1, 1995 (or, if this
bond is dated between the record date for any interest payment
date and such interest payment date, then from such interest
payment date, provided, however, that if the Company shall
default in payment of the interest due on such interest payment
date, then from the next preceding semi-annual interest payment
date to which interest has been paid on the bonds of this series,
or if such interest payment date is November 1, 1995, from May 1,
1995), at the rate per annum, until the principal hereof shall
have become due and payable, specified in the title of this bond,
payable on May 1 and November 1 in each year.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the
Indenture of the certificate hereon.
IN WITNESS WHEREOF, Georgia Power Company has caused this
bond to be executed in its name by its President or one of its
Vice Presidents by his signature or a facsimile thereof, and its
corporate seal or a facsimile thereof to be hereto affixed and
attested by its Secretary or one of its Assistant Secretaries by
his signature or a facsimile thereof.
Dated,
GEORGIA POWER COMPANY
By:_____________________
President
Attest:
_________________________
Secretary
3<PAGE>
TRUSTEE'S CERTIFICATE
This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
CHEMICAL BANK,
As Trustee,
By:________________________
Authorized Officer
[REVERSE]
GEORGIA POWER COMPANY
FIRST MORTGAGE BOND, 7.70% SERIES DUE MAY 1, 2025
The interest payable on any May 1 or November 1 will,
subject to certain exceptions provided in the Indenture
hereinafter mentioned, be paid to the person in whose name this
bond is registered at the close of business on the record date,
which shall be the April 15 or October 15, as the case may be,
next preceding such interest payment date, or, if such April 15
or October 15 shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New York,
are authorized to close, the next preceding day which shall not
be a legal holiday or a day on which such institutions are so
authorized to close. The principal of and the premium, if any,
and interest on this bond shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, designated for that purpose, in any coin or currency of
the United States of America which at the time of payment is
legal tender for public and private debts.
This bond is one of the bonds issued and to be issued from
time to time under and in accordance with and all secured by an
indenture of mortgage or deed of trust dated as of March 1, 1941,
given by the Company to The New York Trust Company, to which
Chemical Bank is successor by merger (hereinafter sometimes
referred to as the "Trustee"), as Trustee, and indentures
supplemental thereto, to which indenture and indentures
supplemental thereto (hereinafter referred to collectively as the
"Indenture") reference is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the
security and the rights, duties and immunities thereunder of the
Trustee and the rights of the holders of said bonds and of the
Trustee and of the Company in respect of such security. By the
4<PAGE>
terms of the Indenture the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of
maturity, rate of interest and in other respects as in the
Indenture provided.
Prior to May 1, 2000, the bonds of this series may not be
redeemed by the Company at its option or by operation of the
improvement fund or the replacement fund provisions of the
Indenture or by the use of proceeds of released property.
On or after May 1, 2000, upon notice given by mailing the
same, by first class mail postage prepaid, not less than thirty
nor more than forty-five days prior to the date fixed for
redemption to each registered holder of a bond to be redeemed (in
whole or in part) at the last address of such holder appearing on
the registry books, any or all of the bonds of this series may be
redeemed by the Company, at its option, or by operation of
various provisions of the Indenture, at any time and from time to
time by the payment of the principal amount thereof and accrued
interest thereon to the date fixed for redemption, together (a),
if redeemed otherwise than by the operation of the improvement
fund or the replacement fund provisions of the Indenture or
otherwise than by the use of proceeds of released property, as
more fully set forth in the Indenture, with a premium equal to a
percentage of the principal amount thereof determined as set
forth in the tabulation below under the heading "Regular
Redemption Premium", and (b), if redeemed by the operation of the
improvement fund or the replacement fund provisions of the
Indenture or by the use of proceeds of released property, as more
fully set forth in the Indenture, without premium:
If Redeemed During the Twelve Months' Period
Ending the Last Day of April,
Regular
Redemption
Year Premium
2001 5.19%
2002 4.85%
2003 4.50%
2004 4.16%
2005 3.81%
2006 3.46%
2007 3.12%
2008 2.77%
2009 2.43%
[Table Continued on Next Page]
5<PAGE>
[Table Continued from Previous Page]
Regular
Redemption
Year Premium
2010 2.08%
2011 1.73%
2012 1.39%
2013 1.04%
2014 0.70%
2015 0.35%
and without premium if redeemed on or after May 1, 2015.
In case of certain defaults as specified in the Indenture,
the principal of this bond may be declared or may become due and
payable on the conditions, at the time, in the manner and with
the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture,
to or against any incorporator, stockholder, director or officer,
past, present or future, as such, of the Company, or of any
predecessor or successor company, either directly or through the
Company, or such predecessor or successor company, under any
constitution or statute or rule of law, or by the enforcement of
any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors and officers being waived
and released by the holder and owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of
the Indenture.
This bond is transferable by the registered owner hereof, in
person or by attorney duly authorized, at the principal corporate
trust office of the Trustee, in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate, but only
in the manner prescribed in the Indenture, upon the surrender and
cancellation of this bond, and upon any such transfer a new
registered bond or bonds, without coupons, of the same series and
maturity date and for the same aggregate principal amount, in
authorized denominations, will be issued to the transferee in
exchange herefor. The Company and the Trustee may deem and treat
the person in whose name this bond is registered as the absolute
owner for the purpose of receiving payment of or on account of
the principal, premium, if any, and interest due hereon and for
all other purposes. Registered bonds of this series shall be
6<PAGE>
exchangeable for registered bonds of other authorized
denominations having the same aggregate principal amount, in the
manner and upon the conditions prescribed in the Indenture.
However, notwithstanding the provisions of the Indenture, no
charge shall be made upon any transfer or exchange of bonds of
this series other than for any tax or taxes or other governmental
charge required to be paid by the Company.
AND WHEREAS all acts and things necessary to make the new
Bonds, when authenticated by the Trustee and issued as in the
Indenture and this Supplemental Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute
the Indenture and this Supplemental Indenture valid, binding and
legal instruments for the security thereof, have been done and
performed, and the creation, execution and delivery of the
Indenture and this Supplemental Indenture, and the creation,
execution and issue of bonds subject to the terms hereof and of
the Indenture, have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises, and of the
acceptance and purchase by the holders thereof of the bonds
issued and to be issued under the Indenture, and of the sum of
One Dollar duly paid by the Trustee to the Company, and of other
good and valuable considerations, the receipt whereof is hereby
acknowledged, and for the purpose of further securing the due and
punctual payment of the principal of and premium, if any, and
interest on the bonds issued and now outstanding under the
Indenture, and the $75,000,000 principal amount of new Bonds
proposed to be initially issued and all other bonds which shall
be issued under the Indenture, or the Indenture as supplemented
and amended, and for the purpose of further securing the faithful
performance and observance of all covenants and conditions
therein and in any indenture supplemental thereto set forth, the
Company has given, granted, bargained, sold, transferred,
assigned, hypothecated, pledged, mortgaged, warranted, aliened
and conveyed and by these presents does give, grant, bargain,
sell, transfer, assign, hypothecate, pledge, mortgage, warrant,
alien and convey unto Chemical Bank, as Trustee, as provided in
the Indenture, and its successor or successors in the trust
thereby and hereby created, and to its or their assigns forever,
all the right, title and interest of the Company in and to all
premises, property, franchises and rights of every kind and
description, real, personal and mixed, tangible and intangible,
now owned or hereafter acquired by the Company (excepting,
however, that which is by the Indenture expressly reserved from
the lien and effect thereof), including but not limited to the
property described in Exhibit "A" attached hereto and by this
reference made a part hereof; unless otherwise noted, such
property is located in the State of Georgia and unless otherwise
7<PAGE>
noted, references herein to a county or counties shall mean such
county or counties in the State of Georgia.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in any wise appertaining to the
property, rights and franchises or any thereof, referred to in
the foregoing granting clause, with the reversion and reversions,
remainder and remainders and (subject to the provisions of
Article X of the Indenture) the tolls, rents, revenues, issues,
earnings, income, products and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property, rights and franchises
and every part and parcel thereof.
TO HAVE AND TO HOLD all said property, rights and franchises
hereby conveyed, assigned, pledged or mortgaged, or intended so
to be, unto the Trustee, its successor or successors in trust,
and their assigns forever;
BUT IN TRUST, NEVERTHELESS, with power of sale, for the
equal and proportionate benefit and security of the holders of
all bonds and interest coupons now or hereafter issued under the
Indenture, as supplemented and amended, pursuant to the
provisions thereof, and for the enforcement of the payment of
said bonds and coupons when payable and the performance of and
compliance with the covenants and conditions of the Indenture, as
supplemented and amended, without any preference, distinction or
priority as to lien or otherwise of any bond or bonds over others
by reason of the difference in time of the actual issue, sale or
negotiation thereof or for any other reason whatsoever, except as
otherwise expressly provided in the Indenture, as supplemented
and amended; and so that each and every bond now or hereafter
issued thereunder shall have the same lien; and so that the
principal of and premium, if any, and interest on every such bond
shall, subject to the terms thereof, be equally and
proportionately secured thereby and hereby, as if it had been
made, executed, delivered, sold and negotiated simultaneously
with the execution and delivery of the Original Indenture.
AND IT IS EXPRESSLY DECLARED that all bonds issued and
secured under the Indenture and hereunder are to be issued,
authenticated and delivered, and all said property, rights and
franchises hereby and by the Indenture conveyed, assigned,
pledged or mortgaged, or intended so to be (including all the
right, title and interest of the Company in and to any and all
premises, property, franchises and rights of every kind and
description, real, personal and mixed, tangible and intangible,
thereafter acquired by the Company and whether or not
8<PAGE>
specifically described in the Original Indenture or in any
indenture supplemental thereto, except any therein expressly
excepted), are to be dealt with and disposed of, under, upon and
subject to the terms, conditions, stipulations, covenants,
agreements, trusts and uses and purposes expressed in the
Indenture and herein, and it is hereby agreed as follows:
SECTION 1. There is hereby created a series of bonds
designated as hereinabove in the fourth Whereas clause set forth,
and the form thereof shall be substantially as hereinbefore set
forth. New Bonds shall mature on the date specified in the form
thereof hereinbefore set forth, and the definitive bonds of such
series may be issued only as registered bonds without coupons.
New Bonds shall be in such denominations as the Board of
Directors shall approve, and execution and delivery to the
Trustee for authentication shall be conclusive evidence of such
approval. The serial numbers of new Bonds shall be such as may
be approved by any officer of the Company, the execution thereof
by any such officer to be conclusive evidence of such approval.
New Bonds, until the principal thereof shall have become due
and payable, shall bear interest at the annual rate designated in
the title thereof, payable semi-annually on May 1 and November 1
each year.
The principal of and the premium, if any, and interest on
the new Bonds shall be payable in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts, at the office or agency of
the Company in the Borough of Manhattan, The City of New York,
designated for that purpose.
New Bonds may be transferred at the principal corporate
trust office of the Trustee, in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate. New
Bonds shall be exchangeable for other bonds of the same series,
in the manner and upon the conditions prescribed in the
Indenture, upon the surrender of such bonds at said principal
corporate trust office of the Trustee, or at such other office or
agency of the Company as the Company may from time to time
designate. However, notwithstanding the provisions of Section
2.05 of the Indenture, no charge shall be made upon any transfer
or exchange of new Bonds other than for any tax or taxes or other
governmental charge required to be paid by the Company.
The person in whose name any new Bond is registered at the
close of business on any record date (as hereinbelow defined)
with respect to any interest payment date shall be entitled to
9<PAGE>
receive the interest payable on such interest payment date
notwithstanding the cancellation of such new Bond upon any
transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except if and to the extent
the Company shall default in the payment of the interest due on
such interest payment date, in which case such defaulted interest
shall be paid to the person in whose name such new Bond (or any
bond or bonds issued, directly or after intermediate
transactions, upon transfer or in substitution thereof) is
registered on a subsequent record date for such payment
established as hereinafter provided. A subsequent record date
may be established by the Company by notice mailed to the holders
of new Bonds not less than ten days preceding such record date,
which record date shall be not less than five nor more than
thirty days prior to the subsequent interest payment date. The
term "record date" as used in this Section with respect to any
regular interest payment date shall mean the April 15 or
October 15, as the case may be, next preceding such interest
payment date, or, if such April 15 or October 15 shall be a legal
holiday or a day on which banking institutions in the Borough of
Manhattan, The City of New York, are authorized by law to close,
the next preceding day which shall not be a legal holiday or a
day on which such institutions are so authorized to close.
New Bonds shall be dated as of the date of authentication,
and shall bear interest from the latest semi-annual interest
payment date to which interest has been paid on the new Bonds
preceding the date of authentication, unless such date of
authentication be an interest payment date to which interest is
being paid on the new Bonds, in which case they shall bear
interest from such date of authentication, provided that new
Bonds authenticated prior to the first interest payment date of
the new Bonds shall bear interest from a date six months prior to
such date; provided, further, that, so long as there is no
existing default in the payment of interest on such new Bonds,
the holder of any new Bond authenticated by the Trustee between
the record date for any interest payment date and such interest
payment date shall not be entitled to the payment of the interest
due on such interest payment date and shall have no claim against
the Company with respect thereto; provided, further, that, if and
to the extent the Company shall default in the payment of the
interest due on such interest payment date, then any such new
Bond shall bear interest from the May 1 or November 1, as the
case may be, next preceding the date of such new Bond, to which
interest has been paid or, if the Company shall be in default
with respect to the interest due on November 1, 1995, then from
May 1, 1995.
10<PAGE>
Prior to May 1, 2000, the new Bonds shall not be redeemable
at the option of the Company, or by operation of Section 4 of the
Supplemental Indenture dated as of November 1, 1962 or of Section
2 of this Supplemental Indenture or of the improvement fund
provisions of any other Supplemental Indenture or by the use of
proceeds of released property.
On or after May 1, 2000, any or all of the new Bonds shall
be redeemable at the option of the Company, or by operation of
various provisions of the Indenture and this Supplemental
Indenture, at any time and from time to time prior to maturity,
upon notice given by mailing the same, by first class mail
postage prepaid, not less than thirty nor more than forty-five
days prior to the date fixed for redemption to each registered
holder of a new Bond to be redeemed (in whole or in part) at the
last address of such holder appearing on the registry books, at
the principal amount thereof and accrued interest thereon to the
date fixed for redemption, together (a), if redeemed otherwise
than by the operation of Section 4 of the Supplemental Indenture
dated as of November 1, 1962 or of Section 2 of this Supplemental
Indenture or of the improvement fund provisions of any other
Supplemental Indenture or otherwise than by the use of proceeds
of released property, with a regular redemption premium equal to
a percentage of the principal amount thereof determined as set
forth in the tabulation appearing in the form of the new Bonds
hereinbefore set forth, and (b), if redeemed by the operation of
Section 4 of the Supplemental Indenture dated as of November 1,
1962 or of Section 2 of this Supplemental Indenture or of the
improvement fund provisions of any other Supplemental Indenture
or by the use of proceeds of released property, either (i) with a
special redemption premium, if any, equal to a percentage of the
principal amount thereof determined as set forth in the
tabulation appearing in the form of the new Bonds hereinbefore
set forth or (ii) if no special redemption premium is so set
forth, then without premium.
SECTION 2. The Company covenants and agrees that, so long
as any new Bonds shall be outstanding under the Indenture, it
will on or before June 1 in each year commencing with June 1,
1996:
(a) deposit with the Trustee subject to the provisions
of this Section cash and/or bonds of any series
authenticated under the Indenture then outstanding (taken at
their principal amount) in an amount equal to the
"improvement fund requirement" (which term, as used in this
Section, shall mean for any year an amount equal to one per
centum (1%) of the aggregate principal amount of new Bonds
authenticated and delivered by the Trustee pursuant to the
11<PAGE>
provisions of Articles IV, V and VI of the Indenture and
issued by the Company prior to January 1 of that year, after
deducting from such aggregate principal amount the principal
amount of new Bonds which, prior to January 1 of that year,
have been deposited with the Trustee for cancellation as the
basis for the release of property or for the withdrawal of
cash representing proceeds of released property or have been
purchased or redeemed by the use of proceeds of released
property); or
(b) to the extent that it does not so deposit cash
and/or bonds, certify to the Trustee unfunded net property
additions in an amount equal to one hundred sixty-six and
two-thirds per centum (166 2/3%) of the portion of the
improvement fund requirement not so satisfied.
The term "improvement fund certificate", as used in this
Section, shall mean a certificate filed by the Company with the
Trustee pursuant to this Section, signed by the President or a
Vice President of the Company and a practicing accountant (who
shall be appointed by the Board of Directors and be satisfactory
to the Trustee). Such certificate may be a separate certificate
or it may be combined with an improvement fund certificate or
certificates pursuant to the improvement fund provisions of the
Indenture or of any other indenture or indentures supplemental
thereto. The acceptance by the Trustee of an improvement fund
certificate shall be sufficient evidence that the practicing
accountant signing the same is satisfactory to the Trustee within
the meaning of this Section.
On or before the first day of June in each year beginning
June 1, 1996, so long as any new Bonds are outstanding under the
Indenture, the Company shall deliver to the Trustee an
improvement fund certificate showing the improvement fund
requirement for that year, the amount of cash, if any, and the
principal amount of bonds authenticated under the Indenture then
outstanding, if any, then to be deposited by the Company with the
Trustee and, if the Company elects to satisfy the improvement
fund requirement for that year in whole or in part by the
certification of unfunded net property additions, the amount, if
any, of unfunded net property additions to be certified. The
Company shall, concurrently with the delivery to the Trustee of
such certificate, deposit with the Trustee the amount of cash, if
any, and the principal amount of bonds, if any, shown in such
certificate.
No property additions shall be certified in any improvement
fund certificate pursuant to the provisions of this Section
unless there shall be delivered to the Trustee with such
12<PAGE>
certificate the applicable certificates, opinion of counsel,
instruments and cash, if any, required by paragraphs (3), (4),
(5), (7), (8) and (9) of Section 4.05 of the Indenture, exclusive
of such parts of the opinion of counsel as relate solely to the
authorization of the issuance of bonds by governmental
authorities and by the Company, showing that the Company has
unfunded net property additions equal to the amount so certified.
The Trustee shall hold any cash deposited with it under the
provisions of this Section as a part of the mortgaged and pledged
property until paid out as hereinafter provided. Any cash
deposited with the Trustee under the provisions of this Section
may, upon receipt by the Trustee of the written order of the
Company signed by its President or a Vice President, of a
treasurer's certificate such as is described in paragraph (2) of
Section 4.05 of the Indenture and of an opinion of counsel,
(1) be withdrawn, used or applied by the Company in
accordance with the provisions of paragraph (2), (3) or (4)
of Section 10.05 of the Indenture, except that any premium
required to be paid to purchase or redeem bonds shall be
paid out of funds held by the Trustee under this Section and
the Company shall not be required to furnish the Trustee
with additional funds for such purpose or to reimburse the
Trustee or the improvement fund for moneys so paid out.
Interest and expenses in connection with purchases or
redemptions pursuant to this Section shall be dealt with as
provided in Section 9.05 of the Indenture; or
(2) be withdrawn by the Company to the extent of sixty
per centum (60%) of the amount of unfunded net property
additions certified to the Trustee for such purpose, but
only upon receipt by the Trustee of the applicable
certificates, opinion of counsel, instruments and cash, if
any, required by paragraphs (3), (4), (5), (7), (8) and (9)
of Section 4.05 of the Indenture, exclusive of such parts of
the opinion of counsel as relate solely to the authorization
of the issuance of bonds by governmental authorities and by
the Company, showing that the Company has unfunded net
property additions equal to the amount so certified.
Bonds deposited with the Trustee pursuant to this Section,
or purchased or redeemed by the use of cash deposited pursuant to
this Section, shall be cancelled and shall not be thereafter made
the basis for the authentication of bonds, the withdrawal, use or
application of cash, or the release of property under any of the
provisions of the Indenture, or thereafter be used to satisfy the
requirements of this Section or of any other improvement fund
provided for in the Indenture or in any indenture supplemental
13<PAGE>
thereto or to satisfy any replacement deficit pursuant to Section
4 of the Supplemental Indenture dated as of November 1, 1962.
To the extent that unfunded net property additions are
certified to the Trustee to satisfy any improvement fund
requirement for any year in whole or in part or as a basis for
the withdrawal of cash deposited with the Trustee under the
provisions of this Section, the amount of such unfunded net
property additions shall thereafter be deducted in computing the
amount of unfunded net property additions under Section 1.07 of
the Indenture and in computing gross property additions under
Section 7.07 of the Indenture.
To the extent that the foregoing two paragraphs are
inconsistent with any other provisions of the Indenture or any
indenture supplemental thereto, the provisions of the foregoing
two paragraphs shall control; and adjustments shall be made in
any applicable certificate, opinion of counsel or other document
to reflect compliance with and absence of violation of the
provisions of said two paragraphs.
SECTION 3. The Company covenants that the provisions of
Section 4 of the Supplemental Indenture dated as of November 1,
1962, shall be in full force and effect so long as any new Bonds
shall be outstanding under the Indenture.
The Company covenants that it will not, in any calendar year
subsequent to 1999, redeem any new Bonds through the operation of
Section 4 of the Supplemental Indenture dated as of November 1,
1962, or this Section in a principal amount which would exceed
one per centum (1%) of the aggregate principal amount of new
Bonds initially authenticated and delivered under this
Supplemental Indenture.
SECTION 4. The Company covenants that, so long as any new
Bonds shall be outstanding under the Indenture, it will not
declare or pay any dividends, or make any other distributions
(except (a) dividends payable or distributions made in shares of
common stock of the Company and (b) dividends payable in cash in
cases where, concurrently with the payment of the dividend, an
amount in cash equal to the dividend is received by the Company
as a capital contribution or as the proceeds of the issue and
sale of shares of its common stock), on or in respect of common
stock of the Company, or purchase or otherwise acquire or permit
a subsidiary to purchase or otherwise acquire for a consideration
any shares of common stock of the Company, if the aggregate of
such dividends, distributions and such consideration for purchase
or other acquisition of shares of common stock of the Company
after March 31, 1995, shall exceed
14<PAGE>
(i) the earned surplus of the Company accumulated
after March 31, 1995 (determined in accordance with
generally accepted accounting principles and without
giving effect to charges to earned surplus on account
of such dividends, distributions or acquisitions or on
account of the disposition of any amounts which may
then be classified by the Company on its books as
amounts in excess of the original cost of utility plant
or to charges or credits to earned surplus on account
of items inherent in the balance sheet at March 31,
1995), plus
(ii) the earned surplus of the Company accumulated
prior to April 1, 1995, in an amount not exceeding
$518,000,000, plus
(iii) such additional amount as shall be
authorized or approved, upon application by the
Company, by the Securities and Exchange Commission, or
by any successor commission thereto, under the Public
Utility Holding Company Act of 1935, as amended.
For the purposes of this Section, in determining the earned
surplus of the Company accumulated after March 31, 1995, there
shall be deducted the dividends accruing subsequent to March 31,
1995, on preferred stock of the Company and the total amount, if
any, by which the charges to income or earned surplus since
March 31, 1995, as provision for depreciation of the mortgaged
and pledged property (other than transportation property) shall
have been less than the sum of the amounts equal to the product
of the applicable percentage (as defined in Section 4 of the
Supplemental Indenture dated as of November 1, 1962) and the
mathematical average of the amounts of depreciable property (as
defined in said Section 4) at the opening of business on the
first day and at the close of business on the last day of each
calendar year (and, proportionately, of each period of months
which is less than a calendar year) subsequent to March 31, 1995,
included in the period for which earned surplus is being
determined. The term "consideration", as used in this Section,
shall mean cash or fair value if the consideration be other than
cash, and the term "provision for depreciation", as used in this
Section, shall not be deemed to include provision for the
amortization of any amounts classified by the Company on its
books as amounts in excess of the original cost of utility plant.
The Company covenants and agrees that, so long as any new
Bonds are outstanding under the Indenture, it will file with the
Trustee, concurrently with the filing of the copy of the annual
audit of the Company for the preceding fiscal year required by
15<PAGE>
subsection (2) of Section 8.03 of the Indenture, a certificate of
an independent public accountant selected by the Company and
approved by the Trustee (which certificate may be a separate
certificate or may be combined with the certificate required by
said subsection (2) of said Section 8.03) stating that such
accountant has read this Section 4 and that, so far as appears
therefrom, from the copies of orders, rules and regulations of
any regulatory body furnished to said accountant by the Company
and from the books and records of the Company, the Company has,
in the opinion of said independent public accountant, based upon
an examination of a scope conforming to that usually adopted in
accordance with generally accepted accounting procedure for
purposes of annual audit, during the preceding fiscal year,
complied with the covenants of the Company contained in this
Section 4 which relate to accounting matters.
SECTION 5. As supplemented by this Supplemental Indenture,
the Indenture is in all respects ratified and confirmed, and the
Indenture and this Supplemental Indenture shall be read, taken
and construed as one and the same instrument.
SECTION 6. Nothing in this Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other
than a holder of bonds issued under the Indenture, as
supplemented and amended, the Company and the Trustee any right
or interest to avail himself of any benefit under any provision
of the Indenture or of this Supplemental Indenture.
SECTION 7. The Trustee assumes no responsibility for or in
respect of the validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the Company or for or in
respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Company.
SECTION 8. This Supplemental Indenture may be executed in
several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the
same instrument.
SECTION 9. Although this Supplemental Indenture, for
convenience and for the purposes of reference, is dated as of the
day and year first above written, the actual dates of execution
by the Company and the Trustee are as indicated by their
respective acknowledgments hereto annexed.
16<PAGE>
IN WITNESS WHEREOF, said Georgia Power Company has caused
this Supplemental Indenture to be executed in its corporate name
by its President or one of its Vice Presidents and its corporate
seal to be hereunto affixed and to be attested by its Secretary
or one of its Assistant Secretaries, and said Chemical Bank, to
evidence its acceptance hereof, has caused this Supplemental
Indenture to be executed in its corporate name by one of its Vice
Presidents, Senior Trust Officers or Trust Officers and its
corporate seal to be hereunto affixed and to be attested by one
of its Senior Trust Officers, Trust Officers, Assistant Trust
Officers or Assistant Secretaries, in several counterparts, all
as of the day and year first above written.
GEORGIA POWER COMPANY
By: _______________________
Vice President
Attest:
_________________________
Assistant Secretary
Signed, sealed and delivered this
19th day of May, 1995 by Georgia
Power Company in the County of
Fulton, State of Georgia, in the
presence of
________________________
Unofficial Witness
________________________
Notary Public, Henry County, Georgia
My Commission Expires April 20, 1999
(signatures continued on next page)<PAGE>
CHEMICAL BANK
By: ___________________________
Vice President
Attest:
__________________________
Senior Trust Officer
Signed, sealed and delivered
this 22nd day of May, 1995
by Chemical Bank in the County
of New York, State of New York,
in the presence of
__________________________
Unofficial Witness
__________________________
EMILY FAYAN
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1995<PAGE>
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the 19th day of May, 1995, personally appeared before me
Angela K. Page, a Notary Public in and for the State and County
aforesaid, Jane F. Genske, who made oath and said that she was
present and saw the corporate seal of Georgia Power Company
affixed to the above written instrument, that she saw Judy M.
Anderson, Vice President, with Cherry C. Hudgins, Assistant
Secretary, known to her to be such officers of said corporation
respectively, attest the same, and that she, deponent, with
Angela K. Page, witnessed the execution and delivery of the said
instrument as the free act and deed of said Georgia Power
Company.
Subscribed and sworn to before )
me this 19th day of May, 1995) ____________________________
_____________________________
Notary Public, Henry County, Georgia
My Commission Expires April 20, 1999<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 22nd day of May, 1995, personally appeared before me
Emily Fayan, a Notary Public in and for the State and County
aforesaid, K. Salmini, who made oath and said that he was present
and saw the corporate seal of Chemical Bank affixed to the above
written instrument, that he saw P.J. Gilkeson, Vice President,
with R. Lorenzen, Senior Trust Officer, known to him to be such
officers of said corporation respectively, attest the same, and
that he, deponent, with Emily Fayan, witnessed the execution and
delivery of the said instrument as the free act and deed of said
Chemical Bank.
Subscribed and sworn to before )
me this 22nd day of May, 1995) _____________________________
________________________________
EMILY FAYAN
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1995<PAGE>
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the 19th day of May, in the year one thousand nine
hundred and ninety-five, before me personally came Judy M.
Anderson, to me known, who, being by me duly sworn, did depose
and say that she resides at 199 14th Street, N.E., Atlanta,
Georgia; that she is a Vice President of Georgia Power Company,
one of the corporations described in and which executed the
foregoing instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that she signed her name
thereto by like order.
______________________
Notary Public, Henry
County, Georgia
My Commission Expires
April 20, 1999<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 22nd day of May, in the year one thousand nine
hundred and ninety-five, before me personally came P.J. Gilkeson,
to me known, who, being by me duly sworn, did depose and say that
he resides at 452 Delafield Avenue, Staten Island, New York; that
he is a Vice President of Chemical Bank, one of the corporations
described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.
__________________________
EMILY FAYAN
Notary Public, State of
New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New
York County
Commission Expires
December 31, 1995<PAGE>
STATE OF GEORGIA )
) SS.:
COUNTY OF FULTON )
On the 19th day of May, 1995, before me appeared Judy M.
Anderson, to me personally known, who, being by me duly sworn,
did say that she is a Vice President of Georgia Power Company,
and that the seal affixed to said instrument is the corporate
seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of
Directors, and that said Judy M. Anderson acknowledged said
instrument to be the free act and deed of said corporation.
Given under my hand this 19th day of May, 1995.
_______________________
Notary Public, Henry
County, Georgia
My Commission Expires
April 20, 1999<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 22nd day of May, 1995, before me appeared P.J.
Gilkeson, to me personally known, who, being by me duly sworn,
did say that he is a Vice President of Chemical Bank, and that
the seal affixed to said instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Directors, and that said P.J. Gilkeson acknowledged said
instrument to be the free act and deed of said corporation.
Given under my hand this 22nd day of May, 1995.
_______________________
EMILY FAYAN
Notary Public, State of
New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New
York County
Commission Expires
December 31, 1995<PAGE>
<TABLE>
Exhibit 12
05/19/95
GEORGIA POWER COMPANY
Computation of ratio of earnings to fixed charges for the the five years ended
December 31, 1994 and the twelve months ended April 30, 1995
Twelve
Months
Ended
Year ended December 31, April 30,
1990 1991 1992 1993 1994 1995
-----------------------------------------Thousands of Dollars--------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $ 772,164 $ 1,009,019 $ 1,004,886 $ 1,034,795 $ 927,336 $ 973,293
Federal and state income taxes 99,476 315,507 165,667 266,771 360,380 403,232
Deferred income taxes, net 89,075 52,941 194,748 168,372 34,130 28,366
Deferred investment tax credits (52) (9,524) (5,704) (18,274) (489) (489)
AFUDC - Debt funds 9,559 10,584 8,459 8,294 11,613 12,543
----------- ----------- ----------- ----------- ----------- -----------
Earnings as defined $ 970,222 $ 1,378,527 $ 1,368,056 $ 1,459,958 $ 1,332,970 $ 1,416,945
----------- ----------- ----------- ----------- ----------- -----------
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $ 483,975 $ 462,415 $ 404,854 $ 345,552 $ 308,611 $ 294,038
Interest on interim obligations 8,512 4,906 9,694 15,530 17,529 20,272
Amort of debt disc, premium and
expense, net 5,644 5,784 7,891 14,087 15,776 15,892
Other interest charges 9,404 9,941 12,426 47,393 23,483 21,576
----------- ----------- ----------- ----------- ----------- -----------
Fixed charges as defined $ 507,535 $ 483,046 $ 434,865 $ 422,562 $ 365,399 $ 351,778
----------- ----------- ----------- ----------- ----------- -----------
RATIO OF EARNINGS TO FIXED CHARGES 1.91 2.85 3.15 3.46 3.65 4.03
Note: The above figures have been adjusted to give effect to Georgia
Power Company's 50% ownership of Southern Electric Generating
Company.
</TABLE>
Exhibit 15
ARTHUR ANDERSEN LLP
May 19, 1995
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Ladies and Gentlemen:
We are aware that Georgia Power Company has incorporated by
reference in the Company's previously filed Registration
Statement File No. 33-49661 its Form 10-Q for the quarter ended
March 31, 1995, which includes our report on Georgia Power
Company dated May 5, 1995, covering the unaudited interim
financial information contained therein. Pursuant to Regulation
C of the Securities Act of 1933 (the "Act"), that report is not
considered a part of the Registration Statement prepared or
certified by our firm or a report prepared or certified by our
firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/Arthur Andersen LLP<PAGE>
Exhibit 23(a)
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
May 19, 1995
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Ladies and Gentlemen:
We hereby consent to the reference to our firm under the
caption "Legal Opinions and Experts" in the Prospectus Supplement
of Georgia Power Company (the "Company") dated May 17, 1995,
relating to $75,000,000 aggregate principal amount of First
Mortgage Bonds, 7.70% Series due May 1, 2025, and to the filing
hereof with the Securities and Exchange Commission as an exhibit
to the Company's Current Report on Form 8-K dated May 17, 1995.
Very truly yours,
/s/Troutman Sanders<PAGE>
Exhibit 23(b)
Balch & Bingham
Birmingham, Alabama
May 19, 1995
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
Ladies and Gentlemen:
We hereby consent to the reference to our firm under the
caption "Legal Opinions and Experts" in the Prospectus Supplement
of Georgia Power Company (the "Company") dated May 17, 1995,
relating to $75,000,000 aggregate principal amount of First
Mortgage Bonds, 7.70% Series due May 1, 2025, and to the filing
hereof with the Securities and Exchange Commission as an exhibit
to the Company's Current Report on Form 8-K dated May 17, 1995.
Very truly yours,
/s/Balch & Bingham<PAGE>
Exhibit 26(a)
GEORGIA POWER COMPANY
____________
NOTICE OF INVITATION FOR PROPOSALS
FOR THE PURCHASE OF FIRST MORTGAGE BONDS
AND CLASS A PREFERRED STOCK
GEORGIA POWER COMPANY is inviting proposals for the purchase
from it of its First Mortgage Bonds and Class A Preferred Stock,
without par value but with a stated value of $25 per share,
aggregating up to $185,000,000 in principal amount or stated
value, as the case may be. The Bonds and the Stock each may be
issued and sold by the Company in one or more series. Proposals
are to be submitted to the Company in accordance with such
procedures and at such time or times on such day or days as shall
be designated by the Company by notice to prospective bidders in
writing or by telephone, confirmed in writing, as provided in the
terms and conditions relating to proposals. Such notice or
notices will also designate the principal amount of Bonds or the
number of shares of Stock for which proposals are to be
submitted. Copies of a prospectus relating to the Bonds and the
Stock and of the terms and conditions relating to proposals for
the purchase of the Bonds and the Stock may be obtained at the
office of Southern Company Services, Inc., One Wall Street, 42nd
Floor, New York, N.Y. Proposals will be considered only from
persons who have received copies of such prospectus and only if
made in accordance with and subject to such terms and conditions
and any notice given by the Company pursuant thereto. Prior to
the acceptance of any bid, the bidder will be furnished a copy of
a prospectus which meets the requirements of Section 10(a) of the
Securities Act of 1933 at that time.
GEORGIA POWER COMPANY
By H. ALLEN FRANKLIN,
President and Chief
Executive Officer.
Dated: May 15, 1995.<PAGE>
Exhibit 26(b)
GEORGIA POWER COMPANY
_____________________________
TERMS AND CONDITIONS
Relating to Proposals for the Purchase of
First Mortgage Bonds and Class A Preferred Stock
May 15, 1995
GEORGIA POWER COMPANY (the "Company") hereby invites
proposals, subject to the terms and conditions hereof, for the
purchase from it of its First Mortgage Bonds, to mature on a date
or dates to be determined as provided in Section 4 hereof, and
Class A Preferred Stock, cumulative from the date of issuance by
the Company, without par value but with a stated value of $25 per
share, aggregating up to $185,000,000 in principal amount or
stated value, as the case may be. Such First Mortgage Bonds and
such Class A Preferred Stock (collectively, the "Securities")
each may be issued and sold by the Company in one or more series.
As used herein, the terms "Bonds" and "Stock" mean, respectively,
the First Mortgage Bonds or Class A Preferred Stock of each
series. A brief summary of the terms of the Securities is
contained in the Registration Statement and Prospectus referred
to below.
1. INFORMATION RESPECTING THE COMPANY AND
THE SECURITIES
Prospective bidders may examine, at the office of Southern
Company Services, Inc., One Wall Street, 42nd Floor, New York,
N.Y. 10005, at any time during business hours, the following:
(a) the form of proposed Supplemental Indenture, between the
Company and Chemical Bank, as Trustee, under which the Bonds are
to be issued and secured;
(b) the form of proposed amendment to the Company's charter
creating the Stock;
(c) the Registration Statement (including exhibits) with
respect to the Securities, in the form in which it has become
effective, and the related Prospectus (including the documents
incorporated therein by reference pursuant to Item 12 of Form
S-3);
(d) the separate forms of proposal, to be used by bidders in
offering to purchase the Bonds and the Stock (each a "Form of
Proposal"), which include the forms of contract for the purchase
of the Bonds and the Stock (each a "Purchase Contract");
(e) the form of questionnaire, to be used by prospective
bidders in furnishing information to the Company and the Trustee<PAGE>
and, in the case of a group of bidders, in designating the
Representative of the members of such group, referred to in
Section 2 hereof; and
(f) the order or orders of the Georgia Public Service
Commission with respect to the issuance of the Securities.
Copies of said documents in reasonable quantities (except
certain exhibits to the Registration Statement) will be supplied
on request, so long as available, to prospective bidders. The
Company reserves the right to amend or supplement such
Registration Statement and Prospectus (including the documents
incorporated therein by reference pursuant to Item 12 of Form
S-3) and to make changes in the form of any documents relating to
the issuance of the Securities. The Company will furnish copies
of such amendments, supplements or changes and of any filing
pursuant to Section 13 or 14 of the Securities Exchange Act of
1934 to Dewey Ballantine (referred to in Section 9 hereof) and,
on request, to any prospective bidder who shall have furnished a
questionnaire to the Company as provided in Section 2 hereof, or
to the Representative of any group of prospective bidders
designated as provided in Section 2 hereof.
2. INFORMATION RESPECTING THE BIDDERS
TO BE FURNISHED THE COMPANY
No proposal will be considered unless the bidder (or, in the
case of a group of bidders, each bidder) shall have furnished to
the Company in triplicate, at the office of Southern Company
Services, Inc., One Wall Street, 42nd Floor, New York, N.Y.
10005, not less than two hours prior to the time for submission
of proposals, the form of questionnaire referred to above,
properly filled out and signed. The Company, however, reserves
the right to waive any irregularity in any questionnaire and to
extend, either generally or in specific instances, the time for
furnishing questionnaires and to permit the furnishing of
information required by the form of questionnaire by telegram or
other means of communication satisfactory to it. Notwithstanding
the furnishing of such questionnaires to the Company, any
prospective bidder or group of prospective bidders may thereafter
determine not to bid, or any of the several members of a group
may withdraw therefrom and may thereafter determine not to bid or
determine to bid as a member of some other group. One or more
additional members may be included in a group, with the consent
of the Company, after the time (or any extended time) for
furnishing questionnaires, if the information required by the
form of questionnaire as to each such additional member is
furnished to the Company, at or before the time fixed by the
Company for such purpose, by means of a questionnaire properly
-2-<PAGE>
filled out and signed or by such other means as the Company may
have approved for such purpose.
In the case of a proposal by a group of bidders, the several
bidders in the group shall act through a duly authorized
representative or representatives (the "Representative"), who may
be included in such group, and who shall be designated by each
member of such group in, or in the manner authorized by, the form
of questionnaire furnished by such member. In case the
Representative so designated consists of two or more persons, the
Company shall be entitled to assume in all matters contemplated
hereby that any one of such persons is fully authorized to act on
behalf of the Representative.
3. CONTENTS OF PROPOSALS
Each proposal must be for the purchase of all the Bonds or
Stock, as the case may be, designated by the Company as provided
in Section 4 hereof and may be made by a single bidder or by a
group of bidders. In case the proposal of a group of bidders is
accepted in writing by the Company, the obligations of the
members of the group shall be several, and not joint, to purchase
the respective principal amounts of the Bonds or numbers of
shares of Stock, as the case may be, indicated in the proposal.
No bidder (including in such term for the purpose of this
restriction any and all affiliates of a specified bidder) may
submit or participate in more than one proposal for the purchase
of a particular series of the Securities.
Each proposal for the purchase of Bonds shall specify the
interest rate (which shall be an integral multiple of .01% or 1/8
of 1%) and the price (exclusive of accrued interest) to be paid
to the Company for the Bonds (which shall not be less than 98%,
nor more than 101 3/4%, of the principal amount of the Bonds
proposed to be purchased). Accrued interest from the first day
of the calendar month during which the Bonds are issued to the
date of payment and delivery also will be paid to the Company by
the purchaser or purchasers.
Each proposal for the purchase of Stock shall specify (a)
the dividend rate (which shall be an integral multiple of .01%)
or, if the Company shall have given notice as provided in Section
4 hereof that the Stock will have an adjustable dividend rate,
the Applicable Rate Adjustment (hereinafter defined), (b) the
price to be paid to the Company for the Stock (which shall be not
less than $25 per share nor more than $25.50 per share), which
shall also be the price (exclusive of accrued dividends, if any)
at which the Stock shall be initially offered to the public, and
(c) the amount per share to be paid by the Company as
compensation to the Representative for the accounts of the
-3-<PAGE>
respective purchasers under the Purchase Contract for their
services in purchasing and making a public offering of the Stock.
The "Applicable Rate Adjustment" (which shall be an integral
multiple of .01%) is the premium or discount to be used in
calculating the Applicable Rate (as defined in a supplement to
the Prospectus with respect to the Securities) from time to time
in effect if the Stock will have an adjustable dividend rate.
A proposal confirmed in writing as provided in Section 4
hereof on behalf of a group of bidders shall give the names of
the members in the group but may, at the time of such
confirmation, omit the amounts or numbers of Securities to be
purchased by the members of such group; but, in the case of such
omission, the Representative, on behalf of the successful
bidders, shall, and by the submission of such proposal agrees to,
insert promptly in Exhibit A to the Form of Proposal, prior to
its acceptance in writing by the Company and in any event within
one hour after the time fixed for the submission of proposals,
the respective amounts or numbers of Securities to be purchased
severally by such bidders, all with the same force and effect as
if the same had been included in such proposal at the time of the
submission thereof.
The Representative submitting a successful proposal may,
forthwith upon discovery, correct any error which it has made in
the proposal in specifying the bidders or the amount or number of
Securities to be purchased by any bidder or bidders at a
different amount or number than authorized by such bidder or
bidders; and if, after all such corrections, a proposal is
accepted which provides for the purchase of less than all or more
than all of the Securities, the Representative submitting such
proposal shall be deemed to have increased or decreased, as the
case may be, to the extent of the discrepancy, the amount or
number of Securities offered to be purchased by it. In case such
Representative consists of two or more persons, such increase or
decrease in the amount or number of Securities shall be allocated
between or among them as they shall agree; provided that, if
there shall be no such agreement, then such increase or decrease
shall be allocated between or among them in proportion to the
amount or number of Securities set forth opposite their
respective names in Exhibit A attached to the Form of Proposal.
If in the case of a decrease the discrepancy is greater than the
amount or number of Securities offered to be purchased by the
Representative, then to the extent that the discrepancy is
greater than such amount or number, the amount or number of
Securities offered to be purchased by each other bidder shall be
proportionately reduced. Any correction or adjustment in the
amount or number of Securities or in the specification of any
bidder made or provided for hereunder shall, for all purposes of
-4-<PAGE>
the Purchase Contract, be or be deemed to have been reflected in
Exhibit A attached to the Form of Proposal.
4. SUBMISSION OF PROPOSALS
All proposals must be submitted to the Company in accordance
with such procedures and at such time or times on such day or
days as shall be designated by the Company by notice in writing
or by telephone, confirmed in writing. The Company in its
discretion may, but will not be obligated to, give any such
notice to any prospective bidder who shall have furnished a
questionnaire to the Company as provided in Section 2 hereof, or
to the Representative of any group of prospective bidders
designated as provided in Section 2 hereof, or to any other
prospective bidders. The Company will designate in each such
notice the principal amount of Bonds or the number of shares of
Stock, as the case may be, for which proposals are to be
submitted at such time. Each such notice with respect to Bonds
will also designate the term thereof, which shall be not more
than 40 years. Each such notice with respect to Stock also will
state whether there will be any sinking or purchase fund therefor
and, if so, the terms and conditions thereof; and whether the
Stock will have an adjustable dividend rate and, if so, (a) the
minimum and maximum dividend rates, (b) the "Base Rate" to be
used in calculating the "Initial Dividend Rate" and (c) the date
through which the "Initial Dividend Rate" shall be in effect. In
the event that the Company shall give notice that the Stock will
have an adjustable dividend rate, the "Initial Dividend Rate",
applicable only through the date designated by the Company in
such notice, shall be the "Base Rate" so designated plus or minus
the Applicable Rate Adjustment specified in the successful
proposal.
All proposals must be confirmed in writing on the
appropriate Form of Proposal, signed by the Representative on
behalf of the members of a group of bidders, or in the case of a
single bidder by such bidder with appropriate changes in the text
of the Form of Proposal.
The Company reserves the right in its discretion from time
to time to postpone any time for submission of proposals
designated as provided herein.
In compliance with paragraph (2) of Rule 515-4-1-.15 of the
Utility Rules of the Georgia Public Service Commission applying
to Stock and Bond Applications, prospective bidders are hereby
advised that no bid is invited, nor will any bid be accepted,
from any person who, prior to the submission of bids, has
performed any service for compensation in connection with the
issuance and sale of the Securities or who has received or will
-5-<PAGE>
receive any fee or compensation in connection with the issuance
and sale of the Securities (except as successful bidder), nor is
any bid invited, nor will any bid be accepted, under which
officers or directors of the Company would benefit from or share
in the proceeds from the Securities.
5. ACCEPTANCE OR REJECTION OF PROPOSALS
All proposals will be received by the Company in accordance
with the procedures and at the time or times designated as
provided in Section 4 hereof. Within three hours after each time
designated for the submission of proposals, the Company (subject
to the provisions of the next following paragraph) will by
announcement accept the proposal which results in the lowest
"annual cost of money" to it for the Bonds or Stock, as the case
may be, determined by the Company in accordance with the formulae
set forth in Section 6 hereof, and any proposal not so accepted
within such time shall be deemed to have been rejected. Each
proposal will be accepted or rejected in its entirety. In case
the Company shall receive two or more proposals resulting in an
identical lowest "annual cost of money" for the Bonds or Stock,
as the case may be, the Company (subject to the provisions of the
next following paragraph) will forthwith afford to the bidders
making such identical proposals an opportunity to improve their
bids. Thereupon, if no improved bid shall be made, or if two or
more proposals again result in an identical lowest "annual cost
of money" for the Bonds or Stock, as the case may be, the Company
may accept any one of such proposals in its discretion. If in
the case of identical proposals a bid is not being improved, the
proposal submitted by the bidder or group of bidders making such
proposal need not be resubmitted to be considered.
The Company reserves the right (a) to reject all proposals
at or after the submission thereof, and (b) to reject the
proposal of any bidder or of any group of bidders (i) if such
bidder or any member of such group of bidders is in such
relationship with Chemical Bank or its parent, Chemical Banking
Corporation (formerly Chemical New York Corporation), as would
disqualify said Bank from acting as Trustee under the Company's
Indenture dated as of March 1, 1941, as supplemented, if the
proposal of such bidder or group of bidders should be accepted;
(ii) if the Company, in the opinion of its counsel, may not
lawfully sell the Bonds or Stock, as the case may be, to such
bidder or to any member of such group of bidders and, in either
of such events in the case of a group of bidders, if within one
hour after the time at which the bids are required to be
submitted, the member or members of such group causing such
disqualification or illegality have not withdrawn from the group
and the remaining members, including substituted members, if any,
have not agreed to purchase the Bonds or Stock, as the case may
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be, which such withdrawing member or members had proposed to
purchase; (iii) if, in the opinion of the Company, such bidder or
group of bidders would not be able to comply with the terms of
the Purchase Contract if such proposal were accepted; or (iv) if,
in the opinion of counsel for the Company, the Company would not
be able to comply with the terms of the Purchase Contract if such
proposal were accepted. The proposal of any bidder or group of
bidders rejected by the Company by reason of clause (b) of this
paragraph shall be disregarded solely for the purpose of
determining the proposal which results in the lowest "annual cost
of money" for the Bonds or Stock, as the case may be.
Prior to the acceptance by the Company of any proposal, the
bidder or bidders thereunder will be furnished a copy of a
prospectus relating to the Securities which meets the
requirements of Section 10(a) of the Securities Act of 1933 at
that time.
6. DETERMINATION OF "ANNUAL COST OF MONEY"
The "annual cost of money" to the Company for the Securities
will be determined by the Company, such determination by the
Company to be final, as follows:
The "annual cost of money" with respect to each proposal for
the purchase of Bonds will be determined as twice the semi-annual
rate necessary to discount the semi-annual debt service payments
(interest or interest and principal, as due) to amounts which in
the aggregate equal the purchase price for the Bonds, exclusive
of accrued interest. For this purpose the entire principal
amount of the Bonds shall be deemed to remain outstanding during
the term thereof designated by the Company as provided in Section
4 hereof. The "annual cost of money" for each bid will be
expressed as a percentage and will be rounded to the fourth
decimal place.
The "annual cost of money" with respect to each proposal for
the purchase of Stock shall be determined by dividing the annual
dollar amount of the dividend based upon the dividend rate
specified in such proposal (or, if the Stock will have an
adjustable dividend rate, the annual dollar amount of the
dividend based upon a rate equal to the "Base Rate" designated by
the Company plus or minus the Applicable Rate Adjustment
specified in such proposal) by the price per share specified in
such proposal to be paid to the Company after deducting the
compensation per share to be paid by the Company.
7. DETERMINATION OF REDEMPTION PROVISIONS
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As soon as practicable after the acceptance in writing of a
successful proposal for Bonds, the premiums payable upon
redemption of the Bonds will be determined by the Company, such
determination by the Company to be final, as follows:
(a) The term "redemption period" shall mean the twelve
months' period beginning on the first day of the calendar
month during which the Bonds are issued, beginning with the
calendar year during which the Bonds are issued, and ending
on the last day of the preceding calendar month of the next
succeeding calendar year.
(b) The regular redemption price for the first
redemption period shall be the initial public offering price
of the Bonds (stated as a percentage of their principal
amount) plus a percentage of their principal amount equal to
the interest rate of the Bonds, such redemption price being
hereinafter referred to as the "initial redemption price";
and for each redemption period thereafter, the regular
redemption price, before any adjustment pursuant to
paragraph (d) below, shall be the initial redemption price
decreased for each one of such redemption periods by an
amount equal to the Applicable Fraction (as defined below)
of the excess of the initial redemption price over the
principal amount until the redemption period, if any, for
which the regular redemption price shall be reduced to the
principal amount of the Bonds; provided that, if the regular
redemption price for any redemption period as so calculated
would be less than the special redemption price for the same
redemption period calculated as hereinafter provided (except
for any redemption period for which the regular redemption
price would be reduced to the principal amount of the
Bonds), then the regular redemption price for such period
shall be increased to and shall be the same as the special
redemption price for such period; in each case, together
with accrued interest to the date fixed for redemption;
provided, however, that, except as the Company may otherwise
specify by notice, none of the Bonds shall be redeemed at a
regular redemption price prior to a date five years from the
first day of the calendar month during which the Bonds are
issued if such redemption is for the purpose or in
anticipation of refunding such Bond through the use,
directly or indirectly, of funds borrowed by the Company at
an effective interest cost to the Company (computed in
accordance with generally accepted financial practice) of
less than the effective interest cost to the Company of the
Bonds. The term "Applicable Fraction", as used herein,
means a fraction the numerator of which is one and the
denominator of which is the lesser of (i) 20 and (ii) the
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term of the Bonds minus three; provided, however, that the
denominator shall never be less than four.
(c) The special redemption price for any redemption
period shall be such amount as will produce a yield from the
first day of the period to the date of maturity which will
be equal to the yield to maturity calculated on the initial
public offering price, a term equal to the term of the Bonds
and the interest rate of the Bonds; provided that, if the
yield to maturity, as so computed, does not result in a
multiple of 1/100th of 1%, it shall be reduced to the next
lower such multiple; and except that, for any redemption
period for which the regular redemption price shall be the
principal amount of the Bonds, the special redemption price
for such period shall likewise be the principal amount of
the Bonds; and except that, if the initial public offering
price of the Bonds is the principal amount thereof or less,
the special redemption price during all redemption periods
shall be the principal amount of the Bonds; in each case,
together with accrued interest to the date fixed for
redemption.
(d) For any period in which the excess of the
redemption price over the principal amount is a multiple of
1/100th of 1% (determined by expressing the redemption price
as a percentage and rounding to the fourth decimal place),
the excess shall be the redemption premium; for each other
period the excess increased to the next higher such multiple
of 1/100th of 1% shall be the redemption premium; provided
that the special redemption price shall never be more than
the greater of the principal amount of the Bonds or the
initial public offering price of the Bonds.
The initial public offering price of the Bonds for the
purpose of the above determinations shall be the price (exclusive
of accrued interest) at which the Bonds are to be initially
offered for sale to the public by the successful bidder or
bidders as set forth in the prospectus supplement to be prepared
following the acceptance of a successful bid; provided, however,
that in the event the successful bidder or bidders shall specify
at the time of acceptance of the successful bid that they do not
intend to make a public offering of the Bonds, the initial public
offering price shall, for this purpose, be deemed to be the price
(exclusive of accrued interest) to be paid by the successful
bidder or bidders to the Company.
As soon as practicable after the acceptance in writing of a
successful proposal for Stock, the redemption prices of the Stock
will be determined by the Company, such determination by the
Company to be final, and shall be an amount equal to the initial
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public offering price of the Stock, plus an amount per share
(expressed in dollars and cents) equal to (a) if the Stock will
not have an adjustable dividend rate, the annual dividend if the
date of redemption is on or prior to the fifth anniversary of the
first day of the calendar month during which the Stock is issued
(the "Key Date"), and without premium for redemptions thereafter,
or (b) if the Stock will have an adjustable dividend rate, the
annual dividend calculated based upon the "Initial Dividend Rate"
if the date of redemption is on or prior to the fifth anniversary
of the Key Date, and without premium for redemptions thereafter,
to which shall be added accrued dividends in each case to the
date of redemption; provided, however, that no share of the Stock
shall be redeemed prior to the fifth anniversary of the Key Date,
if such redemption is for the purpose or in anticipation of
refunding such share directly or indirectly through the incurring
of debt, or through the issuance of stock ranking equally with or
prior to the Stock as to dividends or assets, if such debt has an
effective interest cost to the Company (computed in accordance
with generally accepted financial practice) or such stock has an
effective dividend cost to the Company (so computed) of less than
the effective dividend cost to the Company of the Stock (if the
Stock will have an adjustable dividend rate, the effective
dividend cost to the Company of the Stock to be based upon the
"Initial Dividend Rate"). If any redemption price, as so
computed, does not result in a multiple of one cent, it shall be
increased to the next higher such multiple, and, if any
redemption price, as so computed, would result in a redemption
price which is in excess of $28.75 per share, such redemption
price shall be reduced to $28.75 per share.
The initial public offering price of the Stock for the
purpose of the above determinations shall be the price (exclusive
of accrued dividends, if any) at which the Stock is to be
initially offered for sale to the public by the successful bidder
or bidders as set forth in the prospectus supplement to be
prepared following the acceptance of the successful bid.
8. PURCHASE CONTRACT AND PROSPECTUS SUPPLEMENT
Forthwith upon the acceptance in writing of a proposal (a)
the Purchase Contract shall become effective without any separate
execution thereof and shall constitute the agreement between the
Company and the successful bidder or bidders; (b) the successful
bidder, or, in the case of a proposal by a group of bidders, the
Representative on behalf of the successful bidders, shall furnish
to the Company in writing the information regarding the bidders
and the public offering, if any, as is required to complete a
prospectus supplement and any further information regarding the
bidders and the public offering, if any, which may be required by
the Georgia Public Service Commission; and (c) upon performance
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by the successful bidder or bidders, and their Representative, of
their obligations under Sections 3, 4 and 8 hereof, all rights of
the Company and of the successful bidder or bidders under an
accepted proposal shall be determined solely in accordance with
the terms of the Purchase Contract.
9. OPINION OF COUNSEL FOR THE PURCHASERS
Dewey Ballantine, 1301 Avenue of the Americas, New York, New
York, have been selected by the Company as counsel for the
purchasers to give to each successful bidder or bidders an
opinion with respect to the Bonds or Stock, as the case may be,
substantially in the respective forms attached as Exhibit 2 to
the Purchase Contract. Such counsel have participated in the
preparation of certain of the documents under which the
Securities are to be issued and have reviewed or will review the
corporate proceedings with respect to the Securities and the
proceedings before the Georgia Public Service Commission and the
Securities and Exchange Commission and the orders of said
commissions with respect to the Securities. Their compensation
and disbursements are, under the terms of the Purchase Contract,
to be paid by the successful bidder or bidders, except as
otherwise provided in the Purchase Contract. Such counsel will,
on request, advise any prospective bidder, or the Representative
of any group of prospective bidders, of the amount of such
compensation and of the estimated amount of such disbursements to
be paid by the successful bidder or bidders for the Securities.
10. WAIVER OF IRREGULARITIES
The Company reserves the right to waive any failure on the
part of any bidder or group of bidders to comply with the terms
and conditions hereof.
GEORGIA POWER COMPANY
By H. ALLEN FRANKLIN,
President and Chief
Executive Officer.
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