File No. 70-8193
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GEORGIA POWER COMPANY
333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308
SAVANNAH ELECTRIC AND POWER COMPANY
600 East Bay Street
Savannah, Georgia 31402
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Judy M. Anderson Kirby R. Willis
Vice President and Corporate Secretary Vice President and Chief
Georgia Power Company Financial Officer
333 Piedmont Avenue, N.E. Savannah Electric and Power Company
Atlanta, Georgia 30308 600 East Bay Street
Savannah, Georgia 31402
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all
orders, notices and communications to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders
The Southern Company NationsBank Plaza, Suite 5200
64 Perimeter Center East 600 Peachtree Street
Atlanta, Georgia 30346 Atlanta, Georgia 30308
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Item 2. Fees, Commissions and Expenses.
The fees and expenses to be paid or incurred, directly or
indirectly, in connection with the proposed transactions are as
follows:
Form U-1 filing fee . . . . . . . . . $ 2,000
Legal Fees
Troutman Sanders
(to be paid by GPC) . . . . . . . . 130,000
Bouhan, Williams and Levy
(to be paid by Savannah) . . . . . 10,000
Miscellaneous . . . . . . . . . . . . 3,000
--------
Total . . . . . . . . . . . . . . . . $145,000
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Item 6. Exhibits and Financial Statements.
(a) Exhibits
F-1 - Opinion of Troutman Sanders, as counsel for
GPC.
F-2 - Opinion of Bouhan, Williams & Levy, as counsel
for Savannah.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
Dated: March 8, 1995 GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
-2-
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Exhibit F-1
Troutman Sanders
600 Peachtree Street, 52nd Floor
Atlanta, Ga 30306
404-885-3000
March 8, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Georgia Power Company
Savannah Electric and Power Company
Statement on Form U-1
File No. 70-8193
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended,
referred to above and are representing Georgia Power Company (the
"Company") in connection with the proposed transactions described
therein.
We are of the opinion that the Company is a validly
organized and duly existing corporation under the laws of the
State of Georgia and that, upon the issuance of your order or
orders herein, and in the event that the proposed transactions
are consummated in accordance with such statement on Form U-1 and
such order or orders:
(a) all state laws applicable to the proposed
transactions by the Company will have been complied with;
(b) the obligations of the Company incurred in
connection with such proposed transactions will be valid and
binding obligations of the Company; and
(c) the consummation of the proposed transactions by
the Company will not violate the legal rights of the holders
of any securities issued by the Company or any associate
company thereof.
<PAGE>
Securities and Exchange Commission
March 8, 1995
Page 2
We hereby consent to the use of this opinion in connection
with the filing of such statement on Form U-1.
Very truly yours,
/s/Troutman Sanders
Troutman Sanders
<PAGE>
Exhibit F-2
Bouhan, Williams & Levy
Savannah, Georgia
912-236-2491
March 8, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Georgia Power Company
Savannah Electric and Power Company
Statement on Form U-1
File No. 70-8193
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended,
referred to above and are representing Savannah Electric and
Power Company (the "Company") in connection with the proposed
transactions described therein.
We are of the opinion that the Company is a validly
organized and duly existing corporation under the laws of the
State of Georgia and that, upon the issuance of your order or
orders herein, and in the event that the proposed transactions
are consummated in accordance with such statement on Form U-1 and
such order or orders:
(a) all state laws applicable to the proposed
transactions by the Company will have been complied with;
(b) the obligations of the Company incurred in
connection with such proposed transactions will be valid and
binding obligations of the Company; and
(c) the consummation of the proposed transactions by
the Company will not violate the legal rights of the holders
of any securities issued by the Company or any associate
company thereof.
<PAGE>
Securities and Exchange Commission
March 8, 1995
Page 2
We hereby consent to the use of this opinion in connection
with the filing of such statement on Form U-1.
Very truly yours,
/s/Bouhan, Williams & Levy
Bouhan, Williams & Levy
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