As filed with the Securities and Exchange Commission on June 19, 1995.
Subject to Amendment.
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Georgia Power Company
(Exact name of registrant as specified in its charter)
Georgia 58-0257110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
404-526-6526
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JUDY M. ANDERSON, Vice President and Corporate Secretary
GEORGIA POWER COMPANY
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
404-526-6526
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W. L. WESTBROOK JOHN D. McLANAHAN, Esq.
Executive Vice President TROUTMAN SANDERS
SOUTHERN COMPANY SERVICES, INC. 600 Peachtree Street, N.E.
64 Perimeter Center East Suite 5200
Atlanta, Georgia 30346 Atlanta, Georgia 30308-2216
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier efective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount to maximum maximum Amount of
class of be offering aggregate registration
securities to be registered price offering fee
registered per unit* price*
- -------------------------------------------------------------------------
First Mortgage
Bonds
Class A $190,000,000 100% $190,000,000 $65,518
Preferred Stock
(Stated Value
$25 Per Share)
- --------------------------------------------------------------------------
* These figures have been arbitrarily assumed solely for the purpose of
calculating the registration fee pursuant to Rule 457(o).
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The within Prospectus contains the information required by Rule 429 of the
Commission under the Securities Act of 1933 with respect to $110,000,000 of
First Mortgage Bonds or Class A Preferred Stock of the registrant remaining
unsold under Registration Statement No. 33-49661.
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR +
+ MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF+
+ ANY SUCH STATE. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
DATE OF ISSUANCE: JUNE 19, 1995
PROSPECTUS
Georgia Power Company
a subsidiary of The Southern Company
First Mortgage Bonds
Class A Preferred Stock
(Stated Value $25 Per Share)
Georgia Power Company ("GEORGIA") may sell its First Mortgage Bonds (the
"new First Mortgage Bonds") and Class A Preferred Stock, stated value $25 per
share (the "new Class A Preferred Stock"), aggregating up to $300,000,000 in
principal amount or stated value, as the case may be, in one or more
transactions. See "Plan of Distribution."
An accompanying Prospectus Supplement (the "Prospectus Supplement") will
set forth the original principal amount, maturity date, interest rate
provisions, redemption provisions and other terms of each series of the new
First Mortgage Bonds and the number of shares, dividend rate provisions,
redemption provisions and other terms of each class of the new Class A
Preferred Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
Dated: June __, 1995
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
any accompanying Prospectus Supplement and, if given or made, such information
or representation must not be relied upon as having been authorized. This
Prospectus and any accompanying Prospectus Supplement do not constitute an
offer to sell or a solicitation of an offer to buy any of the securities
offered hereby or thereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus or any accompanying Prospectus Supplement nor any
sale made hereunder or thereunder shall under any circumstances create the
implication that there has been no change in the affairs of GEORGIA since the
respective dates of this Prospectus and any such Prospectus Supplement.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE
SECURITIES HEREBY OFFERED OR OTHER SECURITIES OF GEORGIA AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
GEORGIA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports and other information can be inspected
and copied at the offices of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Suite 1400, Chicago,
Ill.; and 13th Floor, Seven World Trade Center, New York, N.Y. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Certain
securities of GEORGIA are listed on the New York Stock Exchange, and reports
and other information concerning GEORGIA can be inspected at the office of
such Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by GEORGIA
with the SEC pursuant to the Exchange Act, are incorporated by reference in
this Prospectus and shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
3. Current Reports on Form 8-K dated February 15, 1995 and May 17, 1995.
All documents subsequently filed by GEORGIA with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering hereunder shall be deemed to be incorporated by reference in
this Prospectus and to be made a part hereof from their respective dates of
filing.
GEORGIA hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. Requests for such copies should be
directed to Warren Y. Jobe, Executive Vice President, Treasurer and Chief
Financial Officer, Georgia Power Company, 333 Piedmont Avenue, N.E., Atlanta,
Georgia 30308, (404) 526-6526.
<PAGE>
SELECTED INFORMATION
The following material, which is presented herein solely to furnish
limited introductory information regarding GEORGIA, has been selected from, or
is based upon, the detailed information and financial statements appearing in
the documents incorporated herein by reference or elsewhere in this
Prospectus, is qualified in its entirety by reference thereto and, therefore,
should be read together therewith.
<TABLE>
Georgia Power Company
<S> <C>
Business . . . . . . . . . . . . . . . . Generation, transmission, distribution
and sale of electric energy
Service Area . . . . . . . . . . . . . . Approximately 57,200 square miles
comprising most of the State of Georgia
Service Area Population (1990 Census) . . Approximately 6,200,000
Customers at December 31, 1994 . . . . . 1,673,432
Generating Capacity at December 31, 1994
(kilowatts) . . . . . . . . . . . . . . . 13,943,725
Sources of Generation during 1994
(kilowatt-hours) . . . . . . . . . . . . Coal (75%), Nuclear (22%), Hydro (3%),
Oil and Gas (less than 0.5%)
Sources of Generation Estimated for 1995
(kilowatt-hours) . . . . . . . . . . . . Coal (76%), Nuclear (21%), Hydro (2%),
Oil and Gas (1%)
</TABLE>
<TABLE>
Selected Financial Information 12 Months
Ended
Year Ended December 31, May 31,
1995(3)
1990(1) 1991(2) 1992 1993 1994(3) (Unaudited)
(Millions, Except Ratios)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues(4) . . . . . $4,446 $4,301 $4,297 $4,451 $4,162 $4,192
Income Before Interest Charges $769 $1,006 $1,003 $1,033 $925 $979
Net Income After Dividends
on Preferred Stock . . . . . $208 $475 $521 $570 $526 $596
Ratio of Earnings to
Fixed Charges(5) . . . . . . 1.91 2.85 3.15 3.46 3.65 4.10
Ratio of Earnings to Fixed
Charges Plus Preferred
Dividend Requirements
(Pre-Income Tax Basis)(6) . . 1.57 2.36 2.59 2.88 2.99 3.33
</TABLE>
<TABLE>
Capitalization as of
March 31, 1995
Actual As Adjusted(7)
(Millions Except
Percentages)
<S> <C> <C> <C>
Common Stock Equity . . . . . . . . . . . . . . . . . . $4,144 $4,144 48.5%
Cumulative Preferred Stock . . . . . . . . . . . . . . 693 768 9.0
Guaranteed Interest in Preferred Securities of
Partnership . . . . . . . . . . . . . . . . . . . . . . 100 100 1.2
Long-Term Debt . . . . . . . . . . . . . . . . . . . . 3,508 3,532 41.3
----- ----- ----
Total, excluding amounts due within one year of
$790 million . . . . . . . . . . . . . . . . . . . . . $8,445 $8,544 100.0%
====== ====== =====
</TABLE>
<PAGE>
(1) Reflects a write-off of certain costs of Plant Vogtle, a two-unit
nuclear generating facility, recorded in 1990 in the after-tax amount of
$218,000,000.
(2) "Income Before Interest Charges" and "Net Income After Dividends on
Preferred Stock" for the year ended December 31, 1991 reflect (i) an
increase of approximately $89,000,000 as the result of the consummation
of a settlement with Gulf States Utilities Company of litigation arising
out of certain power sales contracts and (ii) a charge of approximately
$33,000,000 after taxes relating to benefits provided pursuant to a
voluntary work force reduction program announced in late 1991.
(3) See "Recent Results of Operations" herein. "Income Before Interest
Charges" and "Net Income After Dividends on Preferred Stock" for the
year ended December 31, 1994 and the twelve months ended May 31, 1995
reflect charges of approximately $55,000,000 and $3,000,000,
respectively, after taxes relating to benefits provided pursuant to work
force reduction programs announced in the first quarter of 1994.
(4) "Operating Revenues" for the year ended December 31, 1990 includes
amounts relating to certain energy sales (including sales to affiliates)
that formerly were classified as purchased and interchanged power, net.
Such amounts were reclassified to "Operating Revenues" effective
December 31, 1991 in accordance with current accounting requirements of
the Federal Energy Regulatory Commission.
(5) This ratio is computed as follows: (i) "Earnings" have been calculated
by adding to "Income Before Interest Charges" all income taxes deducted
therefrom and the debt portion of allowance for funds used during
construction; and (ii) "Fixed Charges" consist of "Net Interest Charges"
plus the debt portion of allowance for funds used during construction.
(6) In computing this ratio, "Preferred Dividend Requirements" represent the
before income tax earnings necessary to pay such dividends, computed at
the effective tax rates for the applicable periods.
(7) Reflects (i) the sale in April 1995 of $73,535,000 principal amount of
Pollution Control Revenue Bonds, 6.10% Series due April 1, 2025, and
$75,000,000 principal amount of Pollution Control Revenue Bonds,
Variable Rate Series due April 1, 2025, and the redemption in June 1995
of $148,535,000 principal amount of Pollution Control Revenue Bonds, 10
1/8% Series due June 1, 2015; (ii) the sale in May 1995 of $75,000,000
principal amount of First Mortgage Bonds, 7.70% Series due May 1, 2025;
(iii) the repurchase in May 1995 of $15,500,000 principal amount of
First Mortgage Bonds, 8 3/4% Series due April 1, 2022, $4,000,000
principal amount of First Mortgage Bonds, 8 5/8% Series due June 1,
2022, and $20,856,000 principal amount of First Mortgage Bonds, 9.23%
Series due December 1, 2019; (iv) the redemption in July 1995 of
$84,500,000 principal amount of First Mortgage Bonds, 8 3/4% Series due
April 1, 2022, $35,632,000 principal amount of First Mortgage Bonds, 8
5/8% Series due June 1, 2022, $15,301,000 principal amount of First
Mortgage Bonds, 9.23% Series due December 1, 2019, and $100,000,000
principal amount of First Mortgage Bonds, Variable Rate Remarketed
Series due July 1, 2032; and (v) the sale of the new First Mortgage
Bonds and new Class A Preferred Stock, assuming amounts of $225,000,000
and $75,000,000, respectively, and no corresponding redemptions or other
retirements of outstanding securities.
GEORGIA POWER COMPANY
GEORGIA is a wholly-owned subsidiary of The Southern Company, a holding
company registered under the Public Utility Holding Company Act of 1935.
GEORGIA was incorporated under the laws of the State of Georgia on June 26,
1930. It is engaged in the generation and purchase of electric energy and the
transmission, distribution and sale of such energy within the State of Georgia
at retail in over 600 communities (including Athens, Atlanta, Augusta,
Columbus, Macon, Rome and Valdosta), as well as in rural areas, and at
wholesale currently to 39 electric cooperative associations through Oglethorpe
Power Corporation, a corporate cooperative of electric membership corporations
in Georgia, and to 50 municipalities, 47 of which are served through the
Municipal Electric Authority of Georgia, a public corporation and an
instrumentality of the State of Georgia. GEORGIA and one of its affiliates,
Alabama Power Company, each owns 50% of the common stock of Southern Electric
Generating Company ("SEGCO"). SEGCO owns electric generating units near
Wilsonville, Alabama. The principal executive offices of GEORGIA are located
at 333 Piedmont Avenue, N.E., Atlanta, Georgia 30308, and the telephone number
is (404) 526-6526.
USE OF PROCEEDS
Except as may be otherwise described in a Prospectus Supplement, the
proceeds from the sale of the new First Mortgage Bonds and the new Class A
Preferred Stock will be used to pay a portion of GEORGIA's construction
program and for other general corporate purposes.
<PAGE>
RECENT RESULTS OF OPERATIONS
For the twelve months ended May 31, 1995, "Operating Revenues", "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $4,192,000,000, $979,000,000 and $596,000,000, respectively. In the
opinion of the management of GEORGIA, the above amounts for the twelve months
ended May 31, 1995 reflect all adjustments (which were only normal recurring
adjustments) necessary to present fairly the results of operations for such
period, subject to the effect of such adjustments, if any, as might have been
required had the outcome of the uncertainty with respect to the actions of the
regulators regarding the recoverability of GEORGIA's investment in the Rocky
Mountain pumped storage hydroelectric project been known. The "Ratio of
Earnings to Fixed Charges" and the "Ratio of Earnings to Fixed Charges Plus
Preferred Dividend Requirements (Pre-Income Tax Basis)" for the twelve months
ended May 31, 1995 were 4.10 and 3.33, respectively.
For information regarding the uncertainty referred to in the preceding
paragraph, reference is made to "Item 1 - Business - Construction Programs" in
GEORGIA's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated herein by reference.
DESCRIPTION OF NEW BONDS
The new First Mortgage Bonds may be issued and sold by GEORGIA in one or
more series. In the following description, references to the "new Bonds" and
the "new Supplemental Indenture" (as hereinafter defined) are to new First
Mortgage Bonds of the particular series referred to in the Prospectus
Supplement and the new Supplemental Indenture pursuant to which such series is
issued.
General: The new Bonds are to be issued under the Indenture dated as of
March 1, 1941, between GEORGIA and Chemical Bank, as Trustee, as supplemented
by various supplemental indentures and as to be further supplemented by a
supplemental indenture to be dated (except as otherwise indicated in the
Prospectus Supplement) as of the first day of the calendar month during which
the new Bonds are issued (the "new Supplemental Indenture"), all of which are
exhibits to the registration statement or incorporated by reference therein
and are collectively referred to as the "Mortgage". The statements herein
concerning the new Bonds and the Mortgage are an outline and do not purport to
be complete descriptions thereof. They make use of defined terms and are
qualified in their entirety by express reference to the cited sections and
articles of the Mortgage.
The new Bonds will mature on the date shown in their title set forth in
the Prospectus Supplement.
New Bonds in definitive form will be issued only as registered bonds
without coupons in denominations of $1,000 or authorized multiples thereof, or
in such other denominations as set forth in the Prospectus Supplement. New
Bonds will be exchangeable for a like aggregate principal amount of new Bonds
of other authorized denominations, and will be transferable, at the principal
corporate trust office of the Trustee in New York City, or at such other
office or agency of GEORGIA as GEORGIA may from time to time designate,
without payment of any charge other than for any tax or taxes or other
governmental charge.
Any proposed listing of the new Bonds on a securities exchange will be
described in the Prospectus Supplement.
Except as otherwise may be indicated in the Prospectus Supplement, there
are no provisions of the Mortgage which are specifically intended to afford
holders of the new Bonds protection in the event of a highly leveraged
transaction involving GEORGIA.
Interest Rate Provisions: The Prospectus Supplement will set forth the
interest rate provisions of the new Bonds, including the payment dates, the
record dates and the rate or rates, or the method of determining the rate or
rates (which may involve periodic interest rate settings through remarketing
or auction procedures or pursuant to one or more formulae, as described in the
Prospectus Supplement).
<PAGE>
Redemption Provisions: The redemption provisions applicable to the new
Bonds will be described in the Prospectus Supplement.
Priority and Security: The new Bonds will rank equally as to security
with the bonds of other series presently outstanding under the Mortgage, which
is a direct first lien on substantially all GEORGIA's fixed property and
franchises, used or useful in its public utility business, subject only to
excepted encumbrances, as defined in the Mortgage (Section 1.02).
The Mortgage permits, within certain limitations specified in Section
7.05, the acquisition of property already subject to prior liens. Under
certain conditions specified in Section 7.14, additional indebtedness secured
by such prior liens may be issued to the extent of 60% of the cost to GEORGIA
or the fair value at date of acquisition, whichever is less, of the net
property additions made by GEORGIA to the property subject to such prior lien.
Improvement Fund Requirement: Pursuant to the new Supplemental Indenture
and similar provisions of the supplemental indentures creating other series of
bonds currently outstanding under the Mortgage (other than 31 series of bonds
aggregating $1,026,970,000 in principal amount issued and outstanding at
March 31, 1995, as collateral security for certain pollution control
obligations), the annual improvement fund requirement applicable to the new
Bonds and the bonds of each such other series, which must be satisfied on or
before June 1 in each year, is equal to 1% of the principal amount of bonds of
each such series authenticated prior to the preceding January 1 (less bonds of
such series retired directly or indirectly as a result of the release of
property). The improvement fund requirements may be satisfied in cash or in
principal amount of bonds authenticated under the Mortgage or to the extent of
60% of the cost or fair value, whichever is less, of unfunded net property
additions. Any cash so deposited is to be used by the Trustee for the
redemption at their then special redemption prices or other retirement of
bonds of such series as may be designated by GEORGIA (subject to such
limitation, if any, as to the new Bonds as set forth in the Prospectus
Supplement and except as to limitations which have been or may be established
in the supplemental indentures creating other series of bonds) or may be
withdrawn by GEORGIA against the deposit of bonds or to the extent of 60% of
unfunded net property additions.
Replacement Requirement: By Section 4 of the Supplemental Indenture
dated as of November 1, 1962, GEORGIA is required to certify to the Trustee
unfunded net property additions or to deposit with the Trustee cash or bonds
in an amount equal to the amount by which annual expenditures for renewals and
replacements of the mortgaged property are less than 2.25% of the average
annual amount of depreciable mortgaged property or such revised percentage as
shall be authorized or approved by the SEC, or any successor commission, under
the Public Utility Holding Company Act of 1935. Any available replacement
credit may be carried forward and deposited cash or bonds may be withdrawn,
used or applied in accordance with the provisions of such section.
Any limitation on the right of GEORGIA to redeem new Bonds through the
operation of the replacement provisions of the Mortgage will be described in
the Prospectus Supplement.
The Mortgage (Section 7.17) provides for an examination of the mortgaged
property by an independent engineer at least once in every five years. GEORGIA
covenants to make good any maintenance deficiency shown by the certificate of
such engineer and to record retirements as called for thereby.
Issuance of Additional Bonds: Additional bonds may be issued under the
Mortgage (a) under Article IV to the extent of 60% of the cost or fair value
at date of acquisition, whichever is less, of unfunded net property additions,
as defined in the Mortgage (Section 1.07), or (b) under Article V against the
retirement of other bonds theretofore outstanding under the Mortgage, or
(c) under Article VI against the deposit of cash equal to the principal amount
<PAGE>
of bonds to be issued. However, such additional bonds may be issued, except in
certain cases when issued under Article V, only if, for any period of 12
consecutive calendar months within the 15 preceding calendar months, GEORGIA's
net earnings, as defined in the Mortgage (Section 1.09, as amended), shall
have been at least twice the annual interest charges on all bonds outstanding,
including the additional bonds applied for and all outstanding prior lien
bonds and other indebtedness of the character described in the Mortgage. Such
net earnings are computed, in effect, after deducting (i) all operating
expenses other than taxes measured by income and (ii) the amount, if any, by
which the charges for depreciation are less than 2.25% of the average of the
amounts of depreciable property on the first and last days of such period.
Cash deposited as the basis for the issuance of bonds may be applied to
the retirement of bonds or be withdrawn against the deposit of bonds or be
withdrawn to the extent of 60% of the cost or fair value, whichever is less,
of unfunded net property additions (Article VI).
Section 2.01 of the Mortgage, as amended by Section 1 of the
Supplemental Indenture dated as of October 25, 1972, as further amended by
Section 5 of the First Supplemental Indenture dated as of April 1, 1978 and as
further amended by Section 5 of the Supplemental Indenture dated as of
October 1, 1982, provides that the aggregate principal amount of bonds which
may be secured thereby shall be such aggregate principal amount as may now or
hereafter from time to time be authenticated and delivered under the
provisions thereof, provided, however, that until an indenture or indentures
supplemental thereto shall be executed and delivered by GEORGIA to the Trustee
pursuant to authorization by the Board of Directors and stockholders of
GEORGIA and filed for record in all counties in which the mortgaged property
is located, increasing or decreasing the amount of future advances and other
indebtedness and sums which may be secured thereby, the Mortgage may secure
future advances and other indebtedness and sums not to exceed in the aggregate
$5,000,000,000. Said Section 2.01, as amended, also provides that such a
supplemental indenture shall be executed and delivered by GEORGIA and the
Trustee upon the delivery by GEORGIA to the Trustee of evidence conforming to
the requirements of the Mortgage of the due authorization thereof by the Board
of Directors and stockholders of GEORGIA. No action by bondholders is
required.
Release and Substitution of Property: The Mortgage (Article X) provides
that, subject to various limitations, property may be released from the lien
thereof when sold or exchanged, upon the basis of cash deposited with the
Trustee, bonds or purchase money obligations delivered to the Trustee, prior
lien bonds delivered to the Trustee or reduced or assumed, or property
additions certified to the Trustee or acquired in exchange for the property
released.
The Mortgage (Section 10.05) permits the cash proceeds of released
property and other funds to be withdrawn upon a showing that unfunded net
property additions exist or against the deposit of bonds, or to be applied to
the retirement of bonds.
Restrictions on Common Stock Dividends: By Section 4 of the Supplemental
Indenture dated as of May 1, 1995, so long as any of the bonds issued
thereunder are outstanding, cash dividends may not be paid or distributions be
made on Common Stock (except where an equal amount is concurrently repaid as a
capital contribution or as the purchase price of Common Stock) or Common Stock
be purchased in an aggregate amount which would exceed earned surplus
accumulated after March 31, 1995, plus earned surplus accumulated prior to
April 1, 1995 in an amount not exceeding $518,000,000, plus such additional
amount as shall be authorized or approved by the SEC, or any successor
commission, under the Public Utility Holding Company Act of 1935. There are
various other dividend restrictions in the Mortgage which remain in effect so
long as bonds of other series are outstanding.
Any restrictions on dividends and distributions on Common Stock in the
new Supplemental Indenture will be set forth in the Prospectus Supplement.
See also "Description of New Stock -- Restrictions on Common Stock
Dividends" herein.
<PAGE>
Modification of the Mortgage: By Section 5(f) of the Supplemental
Indenture dated as of June 1, 1981, after the bonds of all series created
prior to June 1, 1981 have been retired, the Mortgage may be modified with the
consent of the holders of not less than a majority in principal amount of the
bonds at the time outstanding which would be affected by the action proposed
to be taken. However, the bondholders shall have no power (i) to extend the
fixed maturity of any bonds, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof, without the
express consent of the holder of each bond which would be so affected, or
(ii) to reduce the aforesaid percentage of bonds, the holders of which are
required to consent to any such modification, without the consent of the
holders of all bonds outstanding, or (iii) to permit the creation by GEORGIA
of any mortgage or pledge or lien in the nature thereof, not otherwise
permitted under the Mortgage, ranking prior to or equal with the lien of the
Mortgage on any of the mortgaged and pledged property, or (iv) to deprive the
holder of any bond outstanding under the Mortgage of the lien thereof on any
of the mortgaged and pledged property. The Trustee shall not be obligated to
enter into a supplemental indenture which would affect its own rights, duties
or immunities under the Mortgage or otherwise.
Regarding the Trustee: Chemical Bank is Trustee under the Mortgage. Such
bank is a depositary of GEORGIA, and GEORGIA and affiliates of GEORGIA from
time to time make borrowings from such bank.
Enforcement Provisions: The Mortgage (Section 11.05) provides that, upon
the occurrence of certain events of default, the Trustee or the holders of not
less than 20% in principal amount of outstanding bonds may declare the
principal of all outstanding bonds immediately due and payable, but that, upon
the curing of any such default, the holders of a majority in principal amount
of outstanding bonds may waive such default and its consequences.
The holders of a majority in principal amount of outstanding bonds may
direct the time, method and place of conducting any proceedings for the
enforcement of the Mortgage (Section 11.12). No holder of any bond has any
right to institute any proceedings to enforce the Mortgage or any remedy
thereunder, unless such holder shall previously have given to the Trustee
written notice of a default, and unless such holder or holders shall have
tendered to the Trustee indemnity against costs, expenses and liabilities, and
unless the holders of not less than 20% in principal amount of outstanding
bonds shall have tendered such indemnity and requested the Trustee to take
action and the Trustee shall have failed to take action within 60 days
(Section 11.14).
Defaults: By Section 11.01 of the Mortgage, the following events are
defined as "defaults": failure to pay principal; failure for 60 days to pay
interest; failure for 90 days to pay any sinking or other purchase fund
installment; certain events in bankruptcy, insolvency or reorganization; and
failure for 90 days after notice to perform other covenants. By Section 9.03
of the Mortgage, a failure by GEORGIA to deposit or direct the application of
money for the redemption of bonds called for redemption also constitutes a
default.
Evidence as to Compliance with Conditions and Covenants: The Mortgage
requires GEORGIA to furnish to the Trustee, among other things, a certificate
of officers and an opinion of counsel as evidence of compliance with
conditions precedent provided for therein; a certificate of an engineer (who,
in certain instances, must be an independent engineer) with respect to the
fair value of property certified or released; and a certificate of an
accountant (who, in certain instances, must be an independent public
accountant) as to compliance with the earnings, improvement fund and
replacement requirements. Various certificates and other documents are
required to be filed periodically or upon the happening of certain events.
DESCRIPTION OF NEW STOCK
The new Class A Preferred Stock may be issued and sold by GEORGIA in one
or more classes (constituting series of Class A Preferred Stock). In the
following description, references to the "new Stock" are to new Class A
Preferred Stock of the particular class referred to in the Prospectus
Supplement.
<PAGE>
General: The new Stock is to be created by amendment to the charter of
GEORGIA. The statements herein concerning the new Stock are an outline and do
not purport to be complete descriptions thereof. They make use of defined
terms and are qualified in their entirety by express reference to the cited
provisions of the charter and amendments thereto, copies of which are filed as
exhibits to the registration statement or incorporated by reference therein.
In addition to the Class A Preferred Stock, which is without par value
but which has a stated value of $25 per share, GEORGIA has authorized and
there are also outstanding shares of Preferred Stock without par value but
which have a stated value of $100 per share. The Class A Preferred Stock ranks
on a parity as to dividends and assets with the outstanding Preferred Stock
and has the same rights and preferences as the outstanding Preferred Stock. As
more fully stated below, on all matters submitted to a vote of the holders of
the Preferred Stock and the Class A Preferred Stock (other than a change in
the rights and preferences of only one, but not the other, such kind of
stock), both kinds of stock vote together as a single class, each share of
Preferred Stock being counted as one and each share of Class A Preferred Stock
being counted as one-quarter.
The new Stock will not be subject to further calls or to assessment by
GEORGIA. Of the consideration to be received therefor, $25 per share will be
credited to Preferred Capital Stock Account and any amount received in excess
of $25 per share will be credited to Premium on Preferred Stock Account.
The new Stock will be transferable at the office of Southern Company
Services, Inc., 64 Perimeter Center East, Atlanta, Georgia 30346. The
registrar will be Southern Company Services, Inc.
Any proposed listing of the new Stock on a securities exchange will be
described in the Prospectus Supplement.
Dividend Rights and Provisions: The holders of the Preferred Stock and
the Class A Preferred Stock of each class are entitled to receive cumulative
dividends, payable when and as declared by the Board of Directors, at the
rates determined for the respective classes, before any dividends may be
declared or paid on the Common Stock. Dividends on the Preferred Stock and the
Class A Preferred Stock must have been or be contemporaneously declared and
set apart for payment, or paid, on the Preferred Stock and the Class A
Preferred Stock of all classes for all dividend periods terminating on the
same or on an earlier date (General Provisions a and b).
The Prospectus Supplement will set forth the dividend rate provisions of
the new Stock, including the payment dates and the rate or rates, or the
method of determining the rate or rates (which may involve periodic dividend
rate settings through remarketing or auction procedures or pursuant to one or
more formulae, as described in the Prospectus Supplement). Dividends payable
on the new Stock will be cumulative from the date of original issue.
Restrictions on Common Stock Dividends: GEORGIA's charter limits cash
dividends on Common Stock to 50% of net income available for such stock during
a prior period of 12 months if, calculated on a corporate basis, the ratio of
Common Stock equity to total capitalization, including surplus, adjusted to
reflect the payment of the proposed dividend, is below 20%, and to 75% of such
net income if such ratio is 20% or more but less than 25% (General
Provisions b).
See also "Description of New Bonds -- Restrictions on Common Stock
Dividends" herein.
Redemption Provisions: The redemption provisions applicable to the new
Stock will be described in the Prospectus Supplement.
The charter provides that, so long as any shares of the Preferred Stock
originally issued after December 31, 1952 or any shares of the Class A
Preferred Stock are outstanding, GEORGIA shall not redeem, purchase or
otherwise acquire any shares of the Preferred Stock or Class A Preferred
Stock, if, at the time of such redemption, purchase or other acquisition,
<PAGE>
dividends payable on the Preferred Stock or Class A Preferred Stock of any
class shall be in default in whole or in part, unless, prior to or
concurrently with such redemption, purchase or other acquisition, all such
defaults shall be cured or unless such redemption, purchase or other
acquisition shall have been ordered, approved or permitted by the SEC, or by
any successor commission thereto, under the Public Utility Holding Company Act
of 1935 (General Provisions d).
Voting Rights: Except as otherwise provided by law or in the charter,
the exclusive right to vote is vested in the holders of the Common Stock;
provided, however, that, if and so long as four quarterly dividends payable on
the Preferred Stock or Class A Preferred Stock of any class shall be in
default, the holders of the Preferred Stock and Class A Preferred Stock of all
classes will have the exclusive right, voting separately from any other kind
of stock and as a single class (each share of Preferred Stock being counted as
one and each share of Class A Preferred Stock being counted as one-quarter),
to elect the smallest number of directors which shall constitute a majority of
the then authorized number of directors and one vote per share for each share
of Preferred Stock and one-quarter vote per share for each share of Class A
Preferred Stock on all other matters (Voting Powers).
The affirmative vote of 66 % of the total number of shares of Preferred
Stock and Class A Preferred Stock at the time outstanding (each share of
Preferred Stock being counted as one and each share of Class A Preferred Stock
being counted as one-quarter) is required to authorize the issuance (within
180 days after such vote) of any kind of stock preferred as to dividends or
assets over the Preferred Stock or the Class A Preferred Stock or any security
convertible into any such kind of stock, or to adopt a charter amendment which
would either authorize or create any kind of stock preferred as to dividends
or assets over the Preferred Stock or the Class A Preferred Stock or change
any of the rights and preferences of the outstanding Preferred Stock or Class
A Preferred Stock in any manner so as to affect adversely the holders thereof;
provided, however, that, if any such change would adversely affect the holders
of only one, but not the other, such kind of stock, only the vote of the
holders of at least 66 % of the outstanding shares of the kind so affected
would be required (General Provisions e).
The affirmative vote of a majority of the total number of shares of
Preferred Stock and Class A Preferred Stock at the time outstanding (each
share of Preferred Stock being counted as one and each share of Class A
Preferred Stock being counted as one-quarter) is required for --
(1) a disposition of substantially all of GEORGIA's property or a merger
or consolidation, unless such action has been approved by the SEC, or by
any successor commission thereto, under the Public Utility Holding
Company Act of 1935;
(2) the issue or assumption of securities representing unsecured debt
(other than for the purpose of refunding or renewing outstanding
unsecured securities resulting in equal or longer maturities or
redeeming or otherwise retiring all outstanding shares of the Preferred
Stock and Class A Preferred Stock or of any senior or equally ranking
stock) if immediately after such issue or assumption (i) the total
outstanding principal amount of all securities representing unsecured
debt will thereby exceed 20% of the aggregate of all existing secured
debt and the capital stock, premiums thereon, and surplus, as stated on
the books, or (ii) the total outstanding principal amount of all
securities representing unsecured debt of maturities of less than ten
years will thereby exceed 10% of such aggregate. For the purpose of this
provision, the payment due upon the maturity of unsecured debt having an
original single maturity in excess of ten years or the payment due upon
the final maturity of any unsecured serial debt which had original
maturities in excess of ten years shall not be regarded as unsecured
debt of a maturity of less than ten years until such payment shall be
required to be made within three years; or
(3) the issue of shares of Preferred Stock if the total number of shares
thereof to be outstanding would exceed 548,439 shares, or the issue of
any shares of Class A Preferred Stock, or the issue of any stock ranking
equally with the Preferred Stock and Class A Preferred Stock, or the
<PAGE>
reissue of any shares of Preferred Stock or Class A Preferred Stock or
equally ranking stock which have been redeemed, purchased or otherwise
acquired by GEORGIA, unless (a) net income available for dividends for a
period of 12 consecutive calendar months within the 15 preceding
calendar months is at least equal to two times annual dividend
requirements on all shares of Preferred Stock and Class A Preferred
Stock and senior or equally ranking stock to be outstanding; (b) gross
income available for interest for a period of 12 consecutive calendar
months within the 15 preceding calendar months is at least equal to one
and one-half times the aggregate of annual interest requirements and
annual dividend requirements on all shares of Preferred Stock and
Class A Preferred Stock and senior or equally ranking stock to be
outstanding; and (c) the aggregate of Common Stock capital and surplus
is not less than the aggregate amount payable upon involuntary
liquidation on all shares of Preferred Stock and Class A Preferred Stock
and senior or equally ranking stock to be outstanding (General
Provisions f).
With respect to the limitations described in (2) above, pursuant to the
affirmative vote in favor thereof of a majority of the total number of
outstanding shares of Preferred Stock and Class A Preferred Stock at a special
meeting of the holders thereof held on September 29, 1993, GEORGIA is
authorized, notwithstanding such limitations, to issue or assume until July 1,
2003 securities representing unsecured short-term debt in excess of 10% of
capital, surplus and secured debt, provided that (a) none of such additional
short-term debt outstanding on July 1, 2003 shall mature on or after January
1, 2004, and (b) GEORGIA's total indebtedness represented by unsecured
securities shall at no time exceed 20% of capital, surplus and secured debt.
Liquidation Rights: Upon voluntary or involuntary liquidation, the
holders of the Preferred Stock and Class A Preferred Stock of each class,
without preference between kinds or classes of stock, are entitled to receive
the amount specified to be payable on the shares of such class (which, in the
case of the new Stock, is $25 per share on involuntary liquidation or an
amount equivalent to the then current regular redemption price per share on
voluntary liquidation, plus accrued dividends in each case) before any
distribution of assets may be made to the holders of the Common Stock.
Available assets, if insufficient to pay such amounts to the holders of the
Preferred Stock and Class A Preferred Stock, are to be distributed pro rata to
the payment, first of $100 per share on each outstanding share of Preferred
Stock and of $25 per share on each outstanding share of Class A Preferred
Stock, second of accrued dividends, and third of any premium (General
Provisions c).
Sinking Fund: The terms and conditions of a sinking or purchase fund, if
any, for the benefit of the holders of the new Stock will be set forth in the
Prospectus Supplement.
Other Rights: The holders of the new Stock do not have any pre-emptive
or conversion rights, except as otherwise described in the Prospectus
Supplement.
LEGAL OPINIONS AND EXPERTS
Troutman Sanders, Atlanta, Georgia, general counsel for GEORGIA, will
render an opinion as to the legality of the new First Mortgage Bonds and the
new Class A Preferred Stock. A separate firm may act as counsel for the
underwriters or purchasers and render an opinion to them as to the legality of
the new First Mortgage Bonds and the new Class A Preferred Stock.
The financial statements and schedules of GEORGIA included in GEORGIA's
Annual Report on Form 10-K for the year ended December 31, 1994, incorporated
by reference in this Prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports. Reference
is made to said reports, which include explanatory paragraphs which refer to
an uncertainty with respect to the actions of the regulators regarding the
recoverability of GEORGIA's investment in the Rocky Mountain pumped storage
hydroelectric project and to the changes in the methods of accounting for
postretirement benefits other than pensions and for income taxes. With
respect to the GEORGIA unaudited interim financial information for the periods
<PAGE>
ended March 31, 1995 and 1994 included in GEORGIA's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995, and incorporated by reference
herein, Arthur Andersen LLP has applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report thereon states that they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the degree of
reliance on their report on that information should be restricted in light of
the limited nature of the review procedures employed. In addition, the
accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Act.
Statements as to matters of law and legal conclusions in GEORGIA's
Annual Report on Form 10-K for the year ended December 31, 1994, relating to
titles to property of GEORGIA and SEGCO under "Item 2--Properties--Titles to
Property", relating to GEORGIA and SEGCO under "Item 1--Business--Regulation"
and relating to GEORGIA under "Item 1--Business--Competition" and "Item
1--Business--Rate Matters", have been reviewed as to GEORGIA by Troutman
Sanders, general counsel for GEORGIA, and as to SEGCO by Balch & Bingham,
general counsel for SEGCO, and such statements are made, respectively, upon
the authority of such firms as experts.
PLAN OF DISTRIBUTION
GEORGIA may sell the new First Mortgage Bonds and new Class A Preferred
Stock in one or more transactions. Purchasers of the new First Mortgage Bonds
and new Class A Preferred Stock from GEORGIA may include underwriters, dealers
or purchasers acting for themselves. A Prospectus Supplement will set forth
the purchase price of the new First Mortgage Bonds and new Class A Preferred
Stock with respect to which an agreement of sale has been entered into by
GEORGIA, the proceeds to GEORGIA from such sale, and the terms of any re-
offering, including the names of any underwriters, any underwriting discounts
and other items consisting of underwriters' compensation, any fixed public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers. Any fixed public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If underwriters are involved in the sale, new First Mortgage Bonds or
new Class A Preferred Stock will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Unless otherwise set forth in a
Prospectus Supplement, the obligations of the underwriters to purchase new
First Mortgage Bonds or shares of new Class A Preferred Stock will be subject
to certain conditions precedent, and the underwriters will be obligated to
purchase all such new First Mortgage Bonds or shares of new Class A Preferred
Stock if any are purchased.
New First Mortgage Bonds and new Class A Preferred Stock may be sold
directly by GEORGIA or through agents designated by GEORGIA from time to time.
A Prospectus Supplement will set forth the name of any agent involved in any
such offer or sale, as well as any commissions payable by GEORGIA to such
agent. Unless otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its appointment.
The Prospectus Supplement will set forth the name or names and terms of
appointment of any remarketing agent or agents or any auction agent or agents
which may be appointed by GEORGIA in connection with any remarketing
procedures or auction procedures, as the case may be, that may be applicable
as described in the Prospectus Supplement.
GEORGIA may agree to indemnify underwriters and purchasers of the new
First Mortgage Bonds and new Class A Preferred Stock, and any agents
designated by GEORGIA as aforesaid, against certain civil liabilities,
including liabilities under the Securities Act of 1933.
<PAGE>
Underwriters or purchasers of the new Class A Preferred Stock may
include one or more of the following: Robert W. Baird & Co. Incorporated;
Bear, Stearns & Co. Inc.; J.C. Bradford & Co.; Alex. Brown & Sons
Incorporated; Chase Securities Inc.; Chemical Securities, Inc.; Citicorp
Securities, Inc.; Dain Bosworth Incorporated; Daiwa Securities America Inc.;
Dillon, Read & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation;
A.G. Edwards & Sons, Inc.; CS First Boston Corporation; Goldman, Sachs & Co.;
Interstate/Johnson Lane Corporation; Raymond James and Associates, Inc.;
Edward D. Jones & Co.; Kemper Securities Group, Inc.; W.R. Lazard; Legg Mason
Wood Walker Incorporated; Lehman Brothers Inc.; Merrill Lynch, Pierce, Fenner
& Smith Incorporated; Morgan Keegan & Company, Inc.; J.P. Morgan Securities
Inc.; Morgan Stanley & Co. Incorporated; Nomura Securities International,
Inc.; PaineWebber Incorporated; Prudential Securities Incorporated; Pryor,
McClendon, Counts & Co., Inc.; Rauscher Pierce Refsnes, Inc.; The Robinson-
Humphrey Company, Inc.; L.F. Rothschild and Co. Incorporated; Salomon Brothers
Inc; Smith Barney Inc.; Swiss Bank Corporation International Securities Inc.;
Thomson McKinnon Securities Inc.; Tucker Anthony Inc.; UBS Securities Inc.;
Wertheim Schroder & Co. Incorporated; and Dean Witter Reynolds Inc.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution, other the
underwriting discounts and commissions, to be borne by GEORGIA are as follows:
<TABLE>
New Bonds New Stock
Each Each
Initial Additional Initial Additional
Sale Sale Sale Sale
<S> <C> <C> <C> <C>
*Filing fees -- Securities and Exchange
Commission -- Registration statement . . $65,510 $ - $ - $ -
Charges of trustee (including counsel). . 12,000 12,000 - -
Charge of transfer agent and registrar. . - - 5,000 5,000
Cost of definitive bond and stock
certificates . . . . . . . . . . . . . . 5,000 5,000 5,000 5,000
*Listing stock on New York Stock Exchange. - - - -
Printing and preparation of registration
statement, prospectus, etc. . . . . . . 20,000 10,000 20,000 10,000
Rating fees --
Moody's Investors Service, Inc. . . . . . 40,000 40,000 15,000 15,000
Standard & Poor's Ratings Group . . . . 36,250 36,250 10,000 10,000
Duff and Phelps, Inc. . . . . . . . . . . 10,000 10,000 10,000 10,000
Services of Southern Company Services, Inc. 20,000 10,000 20,000 10,000
Fees of counsel, Troutman Sanders . . . . 32,000 22,000 28,000 22,000
Fees of accountants, Arthur Andersen LLP . 42,000 24,000 42,000 24,000
Miscellaneous, including telephone charges
and traveling expenses . . . . . . . . . 6,240 5,750 5,000 4,000
-------- -------- -------- --------
Total . . . . . . . . . . . . . . .$289,000 $175,000 $160,000 $115,000
======== ======== ======== ========
_______________
* The Prospectus Supplement will reflect actual filing and listing fees based
upon the amount of the related offering.
Item 15. Indemnification of Directors and Officers.
The applicable statutes of the State of Georgia provide that a
corporation may indemnify or obligate itself to indemnify an individual made a
party to a proceeding because he is or was a director of the corporation or is
or was serving at the corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or another
enterprise against liability incurred in the proceeding if he acted in a
manner he believed in good faith to be in or not opposed to the best interest
of the corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. However, a corporation
generally may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to
the corporation, or in connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was improperly received by
him. In addition, unless limited by its articles of incorporation, to the
extent that a director has been successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party, or in defense of any claim,
issue or matter therein, because he is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by him in connection therewith. Also, unless a corporation's articles
of incorporation provide otherwise, an officer of the corporation who is not a
director is entitled to mandatory indemnification to the same extent as a
director, and a corporation may also indemnify an officer, employee or agent
<PAGE>
who is not a director to the extent, consistent with public policy, that may
be provided by its articles of incorporation, by-laws, general or specific
action of its board of directors, or contract.
Section 41 of the By-laws of GEORGIA provides in pertinent part as follows:
Each person who is or was a director or officer of the Company or is or
was an employee of the Company holding one or more positions of
management through and inclusive of department managers (but not
positions below the level of department managers) (such positions being
hereinafter referred to as "Management Positions") and who was or is a
party or was or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he
is or was a director or officer of the Company or is or was an employee
of the Company holding one or more Management Positions, or is or was
serving at the request of the Company as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall be indemnified
by the Company as a matter of right against any and all expenses
(including attorneys' fees) actually and reasonably incurred by him and
against any and all claims, judgments, fines, penalties, liabilities and
amounts paid in settlement actually incurred by him in defense of such
claim, action, suit or proceeding, including appeals, to the full extent
permitted by applicable law. The indemnification provided by this
Section shall inure to the benefit of the heirs, executors and
administrators of such person.
Expenses (including attorneys' fees) incurred by a director or officer
of the Company or employee of the Company holding one or more Management
Positions with respect to the defense of any such claim, action, suit or
proceeding may be advanced by the Company prior to the final disposition
of such claim, action, suit or proceeding, as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on
behalf of such person to repay such amount unless it shall ultimately be
determined that such person is entitled to be indemnified by the Company
under this Section or otherwise; provided, however, that the advancement
of such expenses shall not be deemed to be indemnification unless and
until it shall ultimately be determined that such person is entitled to
be indemnified by the Company.
The Company may purchase and maintain insurance at the expense of the
Company on behalf of any person who is or was a director, officer,
employee, or agent of the Company, or any person who is or was serving
at the request of the Company as director (or the equivalent), officer,
employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any
liability or expense (including attorneys' fees) asserted against him
and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Company would have the power to indemnify
him against such liability or expense under this Section or otherwise.
Without limiting the generality of the foregoing provisions, no present
or future director or officer of the Company, or his heirs, executors,
or administrators, shall be liable for any act, omission, step, or
conduct taken or had in good faith, which is required, authorized, or
approved by any order or orders issued pursuant to the Public Utility
Holding Company Act of 1935, the Federal Power Act, or any federal or
state statute or municipal ordinance regulating the Company or its
parent by reason of their being holding or investment companies, public
utility companies, public utility holding companies, or subsidiaries of
public utility holding companies. In any action, suit, or proceeding
based on any act, omission, step, or conduct, as in this paragraph
described, the provisions hereof shall be brought to the attention of
the court. In the event that the foregoing provisions of this paragraph
are found by the court not to constitute a valid defense on the grounds
of not being applicable to the particular class of plaintiff, each such
director and officer, and his heirs, executors and administrators,
shall be reimbursed for, or indemnified against, all
expenses and liabilities incurred by him or imposed on him,
<PAGE>
in connection with, or arising out of, any such action,
suit, or proceeding based on any act, omission, step, or
conduct taken or had in good faith as in this paragraph
described. Such expenses and liabilities shall include, but
shall not be limited to, judgments, court costs, and
attorneys' fees.
The foregoing rights shall not be exclusive of any other rights to which
any such director or officer or employee may otherwise be entitled and
shall be available whether or not the director or officer or employee
continues to be a director or officer or employee at the time of
incurring any such expenses and liabilities.
GEORGIA has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.
Item 16. Exhibits.
Exhibit
Number
*1 --Underwriting Agreement.
4(a)-(1) --Indenture dated as of March 1, 1941, between GEORGIA and
Chemical Bank, as Trustee, and indentures supplemental thereto
dated as of March 1, 1941, March 3, 1941 (3 indentures), March 6,
1941 (139 indentures), March 1, 1946 (88 indentures) and December
1, 1947, through May 1, 1995. (Designated in Registration Nos. 2-
4663 as Exhibits B-3 and B-3(a), 2-7299 as Exhibit 7(a)-2, 2-61116
as Exhibits 2(a)-3 and 2(a)-4, 2-62488 as Exhibit 2(a)-3, 2-63393
as Exhibit 2(a)-4, 2-63705 as Exhibit 2(a)-3, 2-68973 as Exhibit
2(a)-3, 2-70679 as Exhibit 4(a)-(2), 2-72324 as Exhibit 4(a)-2, 2-
73987 as Exhibit 4(a)-(2), 2-77941 as Exhibits 4(a)-(2) and 4(a)-
(3), 2-79336 as Exhibit 4(a)-(2), 2-81303 as Exhibit 4(a)-(2), 2-
90105 as Exhibit 4(a)-(2), 33-5405 as Exhibit 4(a)-(2), 33-14367
as Exhibits 4(a)-(2) and 4(a)-(3), 33-22504 as Exhibits 4(a)-(2),
4(a)-(3) and 4(a)-(4), 33-32420 as Exhibit 4(a)-(2), 33-35683 as
Exhibit 4(a)-(2), in GEORGIA s Form 10-K for the year ended
December 31, 1990, File No. 1-6468, as Exhibit 4(a)(3), in Form
10-K for the year ended December 31, 1991, File No. 1-6468, as
Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit 4(a)-(2),
in Form 8-K dated August 26, 1992, File No. 1-6468, as Exhibit
4(a)-(3), in Form 8-K dated September 9, 1992, File No. 1-6468, as
Exhibits 4(a)-(3) and 4(a)-(4), in Form 8-K dated September 23,
1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-A dated
October 12, 1992, as Exhibit 2(b), in Form 8-K dated January 27,
1993, File No. 1-6468, as Exhibit 4(a)-(3), in Registration No.
33-49661 as Exhibit 4(a)-(2), in Form 8-K dated July 26, 1993,
File No. 1-6468, as Exhibit 4, in Certificate of Notification,
File No. 70-7832, as Exhibit M, in Certificate of Notification,
File No. 70-7832, as Exhibit C, in Certificate of Notification,
File No. 70-7832, as Exhibits K and L, in Certificate of
Notification, File No. 70-8443, as Exhibit C, in Certificate of
Notification, File No. 70-8443, as Exhibit C, in Certificate of
Notification, File No. 70-8443, as Exhibit E, in Certificate of
Notification, File No. 70-8443, as Exhibit E, in Certificate of
Notification, File No. 70-8443, as Exhibit E, in GEORGIA's Form
10-K for the year ended December 31, 1994, File No. 1-6468, as
Exhibits 4(c)2 and 4(c)3, in Certificate of Notification, File No
70-8443, as Exhibit C, in Certificate of Notification, File No.
70-8443, as Exhibit C and in Form 8-K dated May 17, 1995, File No.
1-6486, as Exhibit 4.)
*4(a)-(2) --New Supplemental Indenture between GEORGIA and Chemical Bank, as
Trustee, relating to the new Bonds.
4(b)-(1) --Charter of GEORGIA and amendments thereto through October 25,
1993. (Designated in Registration Nos. 2-63392 as Exhibit 2(a)-2,
2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), 2-93039 as Exhibit
4(a)-(2), 2-96810 as Exhibit 4(a)-2, 33-141 as Exhibit 4(a)-(2),
<PAGE>
33-1359 as Exhibit 4(a)(2), 33-5405 as Exhibit 4(b)(2), 33-14367
as Exhibits 4(b)-(2) and 4(b)-(3), 33-22504 as Exhibits 4(b)-(2),
4(b)-(3) and 4(b)-(4), in GEORGIA s Form 10-K for the year ended
December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and
4(a)(3), in Registration No. 33-48895 as Exhibits 4(b)-(2) and
4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468, as
Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as
Exhibit 4(b) and in Form 8-K dated October 20, 1993, File No. 1-
6468, as Exhibit 4(b).)
*4(b)-(2) --Petition of GEORGIA for Amendment to its charter relating to the
new Stock.
*4(b)-(3) --Amendment to the charter of GEORGIA relating to the new Stock.
4(c) --By-laws of GEORGIA as amended effective July 18, 1990 and
presently in effect. (Designated in GEORGIA's Form 10-K for the
year ended December 31, 1990, File No. 1-6468, as Exhibit 3.)
5 --Opinion of Troutman Sanders.
12(a) --Computation of ratio of earnings to fixed charges.
12(b) --Computation of ratio of earnings to fixed charges plus preferred
dividend requirements.
15 --Letter re unaudited interim financial information.
23(a) --Consent of Balch & Bingham. (The consent of Troutman Sanders is
contained in Exhibit 5.)
23(b) --Consent of Arthur Andersen LLP.
24 --Powers of Attorney and resolution.
25 --Statement on Form T-1 of Chemical Bank, as Trustee.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were designated as noted above
are hereby incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
_______________
* To be subsequently filed or incorporated by reference.
Item 17. Undertakings.
(a) Undertaking related to Rule 415 offering:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
<PAGE>
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Undertaking related to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Undertaking related to acceleration of effectiveness:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the
19th day of June, 1995.
GEORGIA POWER COMPANY
By: H. ALLEN FRANKLIN, President and Chief
Executive Officer
By WAYNE BOSTON
(Wayne Boston, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
H. ALLEN FRANKLIN President and Chief Executive
Officer and Director (Principal
Executive Officer)
WARREN Y. JOBE Executive Vice President,
Treasurer and Chief Financial
Officer and Director (Principal
Financial Officer)
C. B. HARRELD Vice President and Comptroller
(Principal Accounting Officer)
BENNETT A. BROWN
A. W. DAHLBERG
WILLIAM A. FICKLING, JR.
L. G. HARDMAN III
JAMES R. LIENTZ, JR.
WILLIAM A. PARKER, JR.
G. JOSEPH PRENDERGAST Directors
HERMAN J. RUSSELL
GLORIA M. SHATTO
WILLIAM JERRY VEREEN
CARL WARE
THOMAS R. WILLIAMS
June 19, 1995
By WAYNE BOSTON
</TABLE>
EXHIBIT 5
TROUTMAN SANDERS
600 Peachtree Street, NE, Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3000
June 16, 1995
Georgia Power Company
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
RE: Georgia Power Company
Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 and related
prospectus proposed to be filed by Georgia Power Company (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933 to
effect the registration of an aggregate of $190,000,000 of (a) First Mortgage
Bonds (the "new Bonds") and (b) Class A Preferred Stock, without par value but
with a stated value of $25 per share (the "new Stock"), proposed to be created
by amendment or amendments to the charter of the Company. The new Bonds are
proposed to be issued in one or more series under the Indenture dated as of
March 1, 1941, between the Company and Chemical Bank, as Trustee, as heretofore
supplemented and amended and as to be further supplemented by a supplemental
indenture to be dated as of the first day of the month during which each series
of the new Bonds is issued (the "new supplemental indenture") (said Indenture,
as so supplemented and amended, being hereinafter called the "Mortgage"). We are
also familiar with all proceedings relating to the issuance and sale of the new
Bonds and new Stock.
We are of the opinion that, upon compliance with the pertinent
provisions of the Securities Act of 1933, the Trust Indenture Act of 1939 (in
the case of the new Bonds) and the Public Utility Holding Company Act of 1935,
upon compliance with applicable securities or blue sky laws of various
jurisdictions, upon the adoption of appropriate resolutions by the Board of
Directors of the Company or a duly authorized committee thereof, and when the
new Bonds and new Stock have been issued and sold upon the terms specified in an
appropriate order or orders of the Georgia Public Service Commission and, to the
extent required, the Securities and Exchange Commission:
<PAGE>
Georgia Power Company
June 16, 1995
Page 2
1. When the respective new supplemental indenture has been duly
executed and delivered by the proper officers of the Company and the Trustee,
and when the new Bonds have been executed, authenticated and delivered in
accordance with the terms of the Mortgage and the new supplemental indenture,
the new Bonds will be valid, binding and legal obligations of the Company, the
holders and owners thereof will be entitled to all the rights and security
afforded by the Mortgage and the new Bonds will rank equally as to security with
the bonds of other series presently outstanding under the Mortgage, which is, in
our opinion, a direct first lien on substantially all the Company's fixed
property and franchises, used or useful in its public utility business, subject
only to excepted encumbrances, as defined in the Mortgage.
2. Upon the granting by the Secretary of State of the State of Georgia
of an appropriate amendment or amendments to the charter of the Company creating
the new Stock, and when certificates for the new Stock have been executed,
countersigned and registered in accordance with such resolutions of the Board of
Directors or duly authorized committee and the By-laws of the Company, the
shares of new Stock will be legally issued, fully paid and nonassessable shares
of the Company and the holders and owners thereof will be entitled to all rights
and preferences set forth in the charter of the Company, as amended.
We also advise you that we have reviewed the statements under the
captions in the Company's Annual Report on Form 10-K for the year ended December
31, 1994 as are indicated under the caption "Legal Opinions and Experts" in such
prospectus as to matters of law and legal conclusions and, in our opinion, such
statements are correct in all material respects.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned registration statement and to the statements with respect to our
firm under the caption "Legal Opinions and Experts" in the prospectus.
Very truly yours,
/s/Troutman Sanders
<TABLE>
Exhibit 12(a)
6/16/95
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 May 31, 1995
Twelve
Months
Ended
Year ended December 31, May 31,
1990 1991 1992 1993 1994 1995
-----------------------------------------Thousands of Dollars--------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
<S> <C> <C> <C> <C> <C> <C>
Income Before Interest Charges $ 772,164 $1,009,019 $1,004,886 $1,034,795 $ 927,336 $ 981,691
Federal and state income taxes 99,476 315,507 165,667 266,771 360,380 388,641
Deferred income taxes, net 89,075 52,941 194,748 168,372 34,130 49,619
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 12,517
---------- ---------- ---------- ---------- ---------- ----------
Earnings as defined $ 970,222 $1,378,527 $1,368,056 $1,459,958 $1,332,970 $1,431,979
---------- ---------- ---------- ---------- ---------- ----------
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 $ 290,969
Interest on interim obligations 8,512 4,906 9,694 15,530 17,529 20,856
Amort of debt disc, premium and
expense, net 5,644 5,784 7,891 14,087 15,776 15,949
Other interest charges 9,404 9,941 12,426 47,393 23,483 21,514
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges as defined $ 507,535 $ 483,046 $ 434,865 $ 422,562 $ 365,399 $ 349,288
---------- ---------- ---------- ---------- ---------- ----------
RATIO OF EARNINGS TO FIXED CHARGES 1.91 2.85 3.15 3.46 3.65 4.10
---- ---- ---- ---- ---- ----
Note: The above figures have been adjusted to give effect to Georgia Power Company's 50% ownership of
Southern Electric Generating Company.
</TABLE>
<TABLE>
Exhibit 12(b)
6/16/95
GEORGIA POWER COMPANY
Computation of ratio of earnings to fixed charges plus preferred
dividend requirements for the five years ended December 31, 1994
and the twelve months ended May 31, 1995
Twelve
Months
Ended
Year ended December 31, May 31,
1990 1991 1992 1993 1994 1995
-----------------------------------------Thousands of Dollars--------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
<S> <C> <C> <C> <C> <C> <C>
Income Before Interest Charges $ 772,164 $1,009,019 $1,004,886 $1,034,795 $ 927,336 $ 981,691
Federal and state income taxes 99,476 315,507 165,667 266,771 360,380 388,641
Deferred income taxes, net 89,075 52,941 194,748 168,372 34,130 49,619
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 12,517
---------- ---------- ---------- ---------- ---------- ----------
Earnings as defined $ 970,222 $1,378,527 $1,368,056 $1,459,958 $1,332,970 $1,431,979
---------- ---------- ---------- ---------- ---------- ----------
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 $ 290,969
Interest on interim obligations 8,512 4,906 9,694 15,530 17,529 20,856
Amort of debt disc, premium and
expense, net 5,644 5,784 7,891 14,087 15,776 15,949
Other interest charges 9,404 9,941 12,426 47,393 23,483 21,514
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges as defined 507,535 483,046 434,865 422,562 365,399 349,288
Tax deductible preferred dividends 1,805 1,804 1,804 1,753 1,753 1,753
---------- ---------- ---------- ---------- ---------- ----------
509,340 484,850 436,669 424,315 367,152 351,041
---------- ---------- ---------- ---------- ---------- ----------
Non-tax deductible preferred dividends 64,318 59,897 56,138 48,921 46,253 46,998
Ratio of net income before taxes to
net income x 1.687 x 1.669 x 1.613 x 1.672 x 1.687 x 1.679
---------- ---------- ---------- ---------- ---------- ----------
Pref dividend requirements before
income taxes 108,504 99,968 90,551 81,796 78,029 78,910
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges plus pref dividend
requirements $ 617,844 $ 584,818 $ 527,220 $ 506,111 $ 445,181 $ 429,951
---------- ---------- ---------- ---------- ---------- ----------
RATIO OF EARNINGS TO FIXED CHARGES PLUS
PREFERRED DIVIDEND REQUIREMENTS 1.57 2.36 2.59 2.88 2.99 3.33
---------- ---------- ---------- ---------- ---------- ----------
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
ARTHUR ANDERSEN & CO, SC
Arthur Andersen LLP
Suite 2500
133 Peachtree Street NE
Atlanta GA 30303-1846
404 658 1776
June 16, 1995
Georgia Power Company
333 Piedmont Avenue, NE
Atlanta, GA 30308
Ladies and Gentlemen:
We are aware that Georgia Power Company has incorporated by reference in this
Registration Statement 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
EXHIBIT 23(a)
BALCH & BINGHAM
POST OFFICE BOX 306
BIRMINGHAM, ALABAMA 35201
(205) 251-8100
June 16, 1995
Southern Electric Generating Company
600 North 18th Street
Birmingham, Alabama 35291
Ladies and Gentlemen:
We have examined the registration statement and prospectus proposed to be filed
by Georgia Power Company with the Securities and Exchange Commission under the
Securities Act of 1933 with reference to the issuance of an additional
$190,000,000 principal amount of securities, and we have represented you in
connection therewith.
We advise you that we have reviewed the statements under the captions in Georgia
Power Company's Annual Report on Form 10-K incorporated in such prospectus by
reference as are indicated under the caption "Legal Opinions and Experts" in
such prospectus as to matters of law and legal conclusions, and, in our opinion,
such statements are correct.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned registration statement and to the statements with respect to our
firm under the caption "Legal Opinions and Experts" in the prospectus.
Very truly yours,
/s/Balch & Bingham
EXHIBIT 23(b)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 (relating to the sale of
Georgia Power Company First Mortgage Bonds and Class A Preferred Stock) of our
reports on Georgia Power Company dated February 15, 1995 included in Georgia
Power Company's Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this Registration Statement.
/s/Arthur Andersen LLP
Atlanta, Georgia
June 16, 1995
EXHIBIT 24
May 17, 1995
W. L. Westbrook and Wayne Boston
Dear Sirs:
Georgia Power Company proposes to file with the Securities and Exchange
Commission a registration statement or statements on Form S-3 under the
Securities Act of 1933 covering up to an aggregate of $800 million of its class
A preferred stock and first mortgage bonds or other debt securities, as well as
its guarantee with respect to preferred securities of a special purpose
subsidiary or subsidiaires, in any combination.
Georgia Power Company and the undersigned directors and officers of
said Company, individually as a director and/or as an officer of the Company,
hereby make, constitute and appoint each of you our true and lawful Attorney
(with full power of substitution) for each of us and in each of our names,
places and steads to sign and cause to be filed with the Securities and Exchange
Commission the aforementioned registration statement or statements and
appropriate amendment or amendments thereto (including post-effective
amendments), to be accompanied in each case by a prospectus and any
appropriately amended prospectus or supplement thereto and any necessary
exhibits.
Georgia Power Company hereby authorizes you or any one of you to
execute said registration statement or statements and any amendments thereto
(including post-effective amendments) on its behalf as attorney-in-fact for it
and its authorized officers, and to file the same as aforesaid.
The undersigned directors and officers of Georgia Power Company hereby
authorize you or any one of you to sign said registration statement or
statements on their behalf as attorney-in-fact and to amend, or remedy any
deficiencies with respect to, said registration statement or statements by
appropriate amendment or amendments (including post-effective amendments) and to
file the same as aforesaid.
Yours very truly,
GEORGIA POWER COMPANY
By /s/H. Allen Franklin
H. Allen Franklin
President and
Chief Executive Officer
<PAGE>
- 2 -
/s/Bennett A. Brown /s/G. Joseph Prendergast
/s/A. W. Dahlberg /s/Herman J. Russell
/s/William A. Fickling, Jr. /s/Gloria M. Shatto
/s/H. Allen Franklin /s/William Jerry Vereen
/s/L. G. Hardman III /s/Carl Ware
/s/Warren Y. Jobe /s/Thomas R. Williams
/s/James R. Lientz, Jr. /s/C. B. Harreld
/s/William A. Parker, Jr. /s/Judy M. Anderson
<PAGE>
- 3 -
Extract from minutes of meeting of the board of directors of Georgia Power
Company.
- - - - - - - - - - - -
RESOLVED: That for the purpose of signing a registration statement or
statements to be filed with the Securities and Exchange Commission, pursuant to
the Securities Act of 1933, as amended, covering up to an aggregate of
$800,000,000 of the Company's class A preferred stock and first mortgage bonds
or other debt securities, as well as its guarantee with respect to preferred
securities of a special purpose subsidiary or subsidiaries, in any combination
thereof, and of remedying any deficiencies with respect thereto by appropriate
amendment or amendments (both before and after such statement or statements
become effective), this Company, its officers and the members of its Board of
Directors are authorized to grant their several powers of attorney to W. L.
Westbrook and Wayne Boston.
- - - - - - - - - - - -
The undersigned officer of Georgia Power Company does hereby certify
that the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the Board of Directors of Georgia Power Company, duly
held on May 17, 1995, at which a quorum was in attendance and voting throughout,
and that said resolution has not since been rescinded but is still in full force
and effect.
Dated June 16, 1995 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------------
GEORGIA POWER COMPANY
(Exact name of obligor as specified in its charter)
Georgia 58-0257110
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
333 Piedmont Avenue
Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
-------------------------------------------
First Mortgage Bonds, _____% Series Due
(Title of the indenture securities)
-----------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, State
House, Albany, New York 12110. Board of Governors of the Federal
Reserve System, Washington, D.C., 20551 Federal Reserve Bank of
New York, District No. 2, 33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 14th day of June, 1995.
CHEMICAL BANK
By /s/ R. Lorenzen
R. Lorenzen
Senior Trust Officer
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1995, in accordance with a call made by
the Federal Reserve Bank of this District pursuant to the provisions of the
Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .............................. $ 5,797
Interest-bearing balances ...................... 5,523
Securities: ........................................
Held to maturity securities.......................... 6,195
Available for sale securities........................ 17,785
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .............................. 2,493
Securities purchased under agreements to resell . 50
Loans and lease financing receivables:
Loans and leases, net of unearned income $68,937
Less: Allowance for loan and lease losses 1,898
Less: Allocated transfer risk reserve ... 113
Loans and leases, net of unearned income,
allowance, and reserve ............................ 66,926
Trading Assets ......................................... 37,294
Premises and fixed assets (including capitalized
leases)............................................ 1,402
Other real estate owned ................................ 99
Investments in unconsolidated subsidiaries and
associated companies............................... 148
Customer's liability to this bank on acceptances
outstanding ....................................... 1,051
Intangible assets ...................................... 512
Other assets ........................................... 6,759
---------
TOTAL ASSETS ........................................... $149,034
=========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices .............................. $44,882
Noninterest-bearing .........................$14,690
Interest-bearing ............................ 30,192
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 32,537
Noninterest-bearing .........................$ 146
Interest-bearing ............................ 32,391
Federal funds purchased and securities sold under
agreements to repurchase in
domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 10,587
Securities sold under agreements to repurchase ..... 3,083
Demand notes issued to the U.S. Treasury ................ 464
Trading liabilities ..................................... 31,358
Other Borrowed money:
With original maturity of one year or less ......... 7,527
With original maturity of more than one year ............ 914
Mortgage indebtedness and obligations under capitalized
leases ............................................. 20
Bank's liability on acceptances executed and outstanding 1,054
Subordinated notes and debentures ....................... 3,410
Other liabilities ....................................... 5,986
TOTAL LIABILITIES ....................................... 141,822
-------
EQUITY CAPITAL
Common stock ............................................ 620
Surplus ................................................. 4,501
Undivided profits and capital reserves .................. 2,558
Net unrealized holding gains (Losses)
on available-for-sale securities ........................ (476)
Cumulative foreign currency translation adjustments ..... 9
TOTAL EQUITY CAPITAL .................................... 7,212
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ........................... $149,034
=========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority
and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
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