GEORGIA POWER CO
U-1/A, 1995-09-13
ELECTRIC SERVICES
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                                                       File No. 70-8665




                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                   Amendment No. 1
                                          to
                                       Form U-1

                              APPLICATION OR DECLARATION

                                        under

                    The Public Utility Holding Company Act of 1935

                                GEORGIA POWER COMPANY
                              333 Piedmont Avenue, N.E.
                                Atlanta, Georgia 30308

                 (Name of company or companies filing this statement 
                    and addresses of principal executive offices)


                                 THE SOUTHERN COMPANY

                    (Name of top registered holding company parent
                           of each applicant or declarant)

               Judy M. Anderson, Vice President and Corporate Secretary
                                Georgia Power Company
                              333 Piedmont Avenue, N.E.
                                Atlanta, Georgia 30308

                     (Names and addresses of agents for service)

               The Commission is requested to mail signed copies of all
          orders, notices and communications to:

                      W. L. Westbrook, Financial Vice President
                                 The Southern Company
                               64 Perimeter Center East
                                Atlanta, Georgia 30346

                               John D. McLanahan, Esq.
                                   Troutman Sanders
                                      Suite 5200
                                  NationsBank Plaza
                                 600 Peachtree Street
                             Atlanta, Georgia 30308-2216
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                                 INFORMATION REQUIRED

          Item 1.  Description of Proposed Transaction.

               Item 1 is hereby amended by adding the following thereto:

               "FPC is not an "Associate company" nor an "Affiliate", as

          defined in the Act, of GPC."


          Item 3.  Applicable Statutory Provisions.

               Item 3 is hereby amended by adding the following thereto:

               "Rule 54 Analysis.  Under Rule 54, in determining whether to

          approve the issue or sale of a security by a registered holding

          company for purposes other than the acquisition of an "exempt

          wholesale generator" or "foreign utility company", or other

          transactions by such registered holding company or its

          subsidiaries other than with respect to "exempt wholesale

          generators" or "foreign utility companies," the Commission shall

          not consider the effect of the capitalization or earnings of any

          subsidiary which is an "exempt wholesale generator" or a "foreign

          utility company" upon the registered holding company system if

          the "safe harbor" conditions of Rule 53 are satisfied.

                    Southern currently meets all of the "safe harbor"

          conditions of Rule 53.  Southern's "aggregate investment" in

          "exempt wholesale generators" and "foreign utility companies" at

          September 1, 1995 was approximately $927.5 million, representing 

          approximately 29% of Southern's "consolidated retained earnings,"

          as defined in Rule 53(a)(1)(ii), for the four quarters ended June

          30, 1995 ($3.213 billion).  Furthermore, Southern has and will

          continue to comply with the record keeping requirements of Rule
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          53(a)(2) concerning affiliated "exempt wholesale generators" and

          "foreign utility companies."  In addition, as required by Rule

          53(a)(3), no more than 2% of the employees of Southern's

          operating utility subsidiaries will, at any one time, directly or

          indirectly, render services to "exempt wholesale generators" and

          "foreign utility companies."  Finally, since none of the

          circumstances described in Rule 53(b) exists, the provisions of

          Rule 53(a) are not made inapplicable by Rule 53(b)."


                                      SIGNATURE


                    Pursuant to the requirements of the Public Utility


          Holding Company Act of 1935, the undersigned company has duly


          caused this amendment to be signed on its behalf by the


          undersigned thereunto duly authorized.


          Date:  September 13, 1995         GEORGIA POWER COMPANY


                                            By: /s/Wayne Boston
                                                      Wayne Boston
                                                  Assistant Secretary















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