File No. 70-8665
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GEORGIA POWER COMPANY
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Judy M. Anderson, Vice President and Corporate Secretary
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
W. L. Westbrook, Financial Vice President
The Southern Company
270 Peachtree Street, NW
Atlanta, Georgia 30303
John D. McLanahan, Esq.
Troutman Sanders
Suite 5200
NationsBank Plaza
600 Peachtree Street
Atlanta, Georgia 30308-2216
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INFORMATION REQUIRED
Item 3. Applicable Statutory Provisions.
Item 3 is hereby amended by adding the following thereto:
"Rule 54 Analysis. Under Rule 54, in determining whether to
approve the issue or sale of a security by a registered holding
company for purposes other than the acquisition of an "exempt
wholesale generator" or "foreign utility company", or other
transactions by such registered holding company or its
subsidiaries other than with respect to "exempt wholesale
generators" or "foreign utility companies," the Commission shall
not consider the effect of the capitalization or earnings of any
subsidiary which is an "exempt wholesale generator" or a "foreign
utility company" upon the registered holding company system if
the "safe harbor" conditions of Rule 53 are satisfied.
Southern currently meets all of the "safe harbor" conditions
of Rule 53. Southern's "aggregate investment" in "exempt
wholesale generators" and "foreign utility companies" at October
31, 1995 was approximately $1.250 billion, representing
approximately 38.0% of Southern's "consolidated retained
earnings," as defined in Rule 53(a)(1)(ii), for the four quarters
ended September 30, 1995 ($3.292 billion). Furthermore, Southern
has and will continue to comply with the record keeping
requirements of Rule 53(a)(2) concerning affiliated "exempt
wholesale generators" and "foreign utility companies." In
addition, as required by Rule 53(a)(3), no more than 2% of the
employees of Southern's operating utility subsidiaries will, at
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any one time, directly or indirectly, render services to "exempt
wholesale generators" and "foreign utility companies." Finally,
since none of the circumstances described in Rule 53(b) exists,
the provisions of Rule 53(a) are not made inapplicable by Rule
53(b)."
Item 2. Fees, Commission and Expenses.
The fees and expenses to be paid or incurred, directly or
indirectly, in connection with the proposed transactions are as
follows:
Filing Fee . . . . . . $ 2,000
Legal Fees . . . . . . 145,000
Total . . . . . . . . . 147,000
Item 6. Exhibits and Financial Statements.
(a) Exhibits
E - Map showing the interconnection relationship
of the properties of FPC with properties of
GPC. ("p")
F - Opinion of Troutman Sanders LLP.
H - Orders of Federal Energy Regulatory
Commission.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: December 5, 1995 GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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Exhbit F
Troutman Sanders LLP
600 Peachtree Street
Atlanta, GA 30308
404-885-3000
November 22, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Application on Form U-1 (File No. 70-8665) of
Georgia Power Company
Dear Sirs:
We have read and are familiar with the Application on Form
U-1 referred to above and are furnishing this opinion with
respect to certain Georgia Power Company (the "Company")
transactions in connection with the Company's purchase of an
undivided ownership interest in a combustion turbine facility
from Florida Power Corporation.
We are of the opinion that the Company is validly organized
and duly existing as a corporation under the laws of the State of
Georgia and that, upon issuance of your order in this matter
approving the proposed transactions, and in the event that such
proposed transactions are consummated in accordance with such
Application on Form U-1 and such order:
(a) all State laws applicable to the proposed
transactions will have been complied with;
(b) the Company will legally acquire a percentage
undivided ownership interest in the Florida Power
Corporation combustion turbine; and
(c) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by the Company or any associate company
thereof.
We hereby give our consent to the use of this opinion in
connection with the above-mentioned Application on Form U-1.
Very truly yours,
Troutman Sanders LLP
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Exhibit H
UNITED STATES OF AMERICA
FEDERAL ENERGY REGULATORY COMMISSION
Florida Power Corporation Docket No. EC94-28-000
ORDER AUTHORIZING SALE OF FACILITIES
(Issued November 8, 1994)
On September 6, 1994, Florida Power Corporation (Florida
Power) filed an application pursuant to section 203 of the
Federal Power Act (FPA)1 for Commission authorization to sell to
Georgia Power Company (Georgia) a one-third undivided ownership
interest in a step-up transformer to be installed at the site of
a new 147 MW combustion turbine generating unit that is to be
built by Florida Power near Intercession City, Florida. The
transaction is part of a larger sale by Florida Power to Georgia
of a one-third undivided ownership interest in the new generating
unit.2 Pursuant to the Intercession City Siemens Unit Step-Up
Transformers Purchase Agreement dated June 8, 1994, Georgia will
pay one-third of the actual transformer installation costs,
(approximately $621,600) plus an amount to compensate Florida
Power for income taxes payable due to the book/tax basis
differences of the equity component of the allowance for funds
used during construction.
Notice of the application was published in the Federal
Register with comments due on or before September 23, 1994.
Florida Power & Light Company (Florida Power & Light) timely
filed a motion to intervene. Pursuant to Rule 214(c)(1) of the
Commission's Rules of Practice and Procedure (18 C.F.R. section
385.214), Florida Power & Light's unopposed motion serves to make
it a party to this proceeding. Florida Power & Light requests
that the Commission's order state that the acceptance of the
application sets no precedent with respect to the allocation of
interface capability over the Florida-Southern interface.
1 16 U.S.C. section 824(b) (1988).
2 Florida Power concurrently filed, under section 205 of
the FPA, a transmission service agreement to deliver
the output of the new generating unit to Florida
Power's interconnection with Georgia at the Florida-
Georgia border, (Florida-Southern Interface). That
submittal, which was assigned Docket No. ER94-1627-000,
was accepted for filing under delegated authority by
unpublished letter order dated October 5, 1994.
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After consideration, it is concluded that the sale of the
transmission facilities by Florida Power will be consistent with
the public interest and is authorized pursuant to section 203
subject to the following conditions:
Florida Power Corporation -- Docket No. EC94-28-000
conditions and for the purposes set forth in the
application;
(2) The foregoing authorization is without prejudice to the
authority of the Commission or any other regulatory
body with respect to the rates, service, accounts,
valuation, estimates or determinations of costs, or any
other matter whatsoever now pending or which may come
before the Commission, and, in particular, the
foregoing authorization sets no precedent with respect
to the allocation of interface capability;
(3) Nothing in this order shall be construed to imply
acquiescence in any estimate or determination of cost
or any valuation of property claimed or asserted; and
(4) Florida Power shall account for the transaction in
accordance with the provisions of Electric Plant
Instruction No. 5, Account 102, Electric Plant
Purchased or Sold, and Account 421.1, Gain on
Disposition of Property, of the Commission's Uniform
System of Accounts Prescribed for Public Utilities and
Licensees.
Authority to act on this matter is delegated to the
Director, Division of Opinions and Systems Analysis, pursuant to
18 C.F.R. section 375.308. This order constitutes final agency
action. Requests for rehearing by the Commission may be filed within
thirty (30) days of the date of issuance of this order, pursuant
to 18 C.F.R. section 385.713.
Robert E. Cackowski
Director, Division of Opinions
and Systems Analysis
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Bruder, Gentile & Marcoux
Attention: Mr. David E. Goroff
Suite 510 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
Dear Mr. Goroff:
By letter dated September 6, 1994, you submitted for filing
with the Commission, on behalf of Florida Power Corporation (FPC)
a long term transmission service agreement with Georgia Power
Company (GPC). Authority to act on this matter is delegated to
the Director, Division of Applications, under Section 375.308 of
the Commission's Regulations; pursuant to Section 375.308 of the
Commission's Regulations; pursuant to Section 375.308(a)(1), your
submittal is accepted for filing and designated as shown on the
Enclosure.
Notice of your filing was published in the Federal Register
with comments, protests, or interventions due on or before
September 23, 1994. On September 16, 1994, GPC filed a motion to
intervene in support of the filing. On September 23, 1994, the
City of Tallahassee, Florida (Tallahassee), and the Florida Power
& Light Company (FPL) filed motions to intervene. Pursuant to
Rule 214(c)(1) of the Commission's Rules of Practice and
Procedure (18 CFR 385.214), if no answers in opposition to the
motions to intervene are filed within fifteen days after the
motions are filed, the motions serve to make GPC, Tallahassee,
and FPL parties to this proceeding.
FPL notes that FPC will deliver power to GPC across the
Florida-Southern Interface. FPL requests that, if the Commission
grants waiver and accepts FPC's filing, the Commission explicitly
state, as it did in Docket No. ER94-1174-000, that the acceptance
sets no precedent with respect to the allocation of interface
capability.
Good cause is shown for granting waiver of the notice
requirements pursuant to Section 205(d) of the Federal Power Act
and Section 35.11 of the Commission's Regulations thereunder;
therefore, the rate schedule shall become effective upon the date
of closing of the sale to GPC of its share in the Intercession
City generating unit. Please inform the Commission of the
closing date.
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Please be advised that any change in rate from
$1.14/kW/month, as contemplated under Section 6.1(a) to track
changes in your tariff transmission rate, will require a filing
pursuant to Part 35 of the Commission's Regulations, accompanied
by appropriate cost support.
This action does not constitute approval of any service,
rate, charge, classification, or any rule, regulation, contract,
or practice affecting such rate or service provided for in the
filed documents; nor shall such action be deemed as recognition
of any claimed contractual right or obligation affecting or
relating to such service or rate; and such action is without
prejudice to any findings or orders which have been or may
hereafter be made by the Commission in any proceeding now pending
or hereafter instituted by or against Florida Power Corporation.
In particular, this acceptance for filing sets no precedent with
respect to the allocation of interface capability.
This order constitutes final agency action. Requests for
rehearing by the Commission may be filed within 30 days of the
date of issuance of this order, pursuant to 18 CFR 385.713.
This letter terminates Docket No. ER94-1627-000.
Sincerely,
Donald J. Gelinas, Director
Division of Applications
Enclosure
cc: List of Addresses
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Florida Power Corporation
Docket No. ER94-1627-000
Rate Schedule Designations
Designation Description
Rate Schedule FERC No. 150 Transmission Service for
Georgia Power Company's
Entitlement from the
Intercession City Generating
Unit.
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List of Addresses
Troutman Sanders
Attention: Benjamin L. Israel
Suite 640
North Building
601 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Van Ness Feldman
Attention: Ms. Cheryl M. Feik
Seventh Floor
1050 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
Newman, Bouknight & Edgar, PC
Attention: Mr. Steven J. Ross
Suite 1000
1615 L Street N.W.
Washington, D.C. 20036
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