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Filed pursant to Rule 424b5
Registration No. 33-49661
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 14, 1993)
GEORGIA POWER COMPANY
$75,000,000
First Mortgage Bonds, 7.70% Series due May 1, 2025
Interest payable May 1 and November 1
ISSUE PRICE: 99.217%
The new Bonds will bear interest from May 1, 1995, at the rate of 7.70% per
annum, payable semi-annually on May 1 and November 1, commencing November 1,
1995. The new Bonds will not be redeemable prior to May 1, 2000. On or after May
1, 2000, the new Bonds will be redeemable at the option of Georgia Power Company
("GEORGIA") in whole or in part at any time upon not less than 30 days' notice
at the regular redemption prices and, under certain circumstances, at the
special redemption price as described herein. See "Certain Terms of the New
Bonds -- Redemption Provisions" herein.
Reference is made to "Certain Terms of the New Bonds -- Redemption Provisions"
herein for the terms of a covenant prohibiting, in any calendar year subsequent
to 1999, the redemption of new Bonds by operation of the replacement provisions
of the Mortgage in a principal amount exceeding $750,000.
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 THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) GEORGIA(1)(3)
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<S> <C> <C> <C>
Per Bond 99.217% .571% 98.646%
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Total $74,412,750 $428,250 $73,984,500
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(1) Plus accrued interest from May 1, 1995.
(2) GEORGIA has agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by GEORGIA estimated at $215,000.
The new Bonds are offered, subject to prior sale, when, as and if accepted by
the Underwriter and subject to approval of certain legal matters by Dewey
Ballantine, counsel for the Underwriter. It is expected that delivery of the new
Bonds will be made on or about May 24, 1995, at the office of J.P. Morgan
Securities Inc., New York, New York, against payment therefor in immediately
available funds.
J.P. MORGAN SECURITIES INC.
May 17, 1995
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES
OFFERED HEREBY OR OTHER SECURITIES OF GEORGIA AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The proceeds from the sale of the new Bonds will be used by GEORGIA to
repay a portion of its outstanding short-term debt which aggregated
approximately $411,000,000 as of May 16, 1995.
RECENT RESULTS OF OPERATIONS
For the twelve months ended April 30, 1995, "Operating Revenues", "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $4,163,000,000, $971,000,000 and $585,000,000, respectively. In the opinion
of the management of GEORGIA, the above amounts for the twelve months ended
April 30, 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 hydroelectric project been known. The "Ratio of Earnings to Fixed
Charges" for the twelve months ended April 30, 1995 was 4.03. The "Ratios of
Earnings to Fixed Charges" for the years ended December 31, 1993 and 1994 were
3.46 and 3.65, 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.
CERTAIN TERMS OF THE NEW BONDS
The following description of certain terms of the new Bonds offered hereby
supplements, and should be read together with, the statements under "Description
of New Bonds" in the accompanying Prospectus.
GENERAL: The new Bonds will mature on the date shown in their title. They
will bear interest from May 1, 1995 at the rate per annum shown in their title,
payable on May 1 and November 1 in each year. Interest will, subject to certain
exceptions, be paid to registered holders of record at the close of business on
the April 15 or October 15, as the case may be, next preceding the interest
payment date.
Settlement by the purchasers of new Bonds will be made in immediately
available funds. The new Bonds will initially be issued in the form of one or
more fully registered securities, representing the aggregate principal amount of
the new Bonds, that will be deposited with, or on behalf of, The Depository
Trust Company ("DTC"), and registered in the name of CEDE & Co., the nominee of
DTC. All payments to DTC of principal and interest on the new Bonds will be made
in immediately available funds.
REDEMPTION PROVISIONS: The new Bonds will not be redeemable prior to May
1, 2000. On or after May 1, 2000, the new Bonds will be redeemable by GEORGIA in
whole or in part at any time upon not less than 30 nor more than 45 days'
notice, at regular redemption prices equal to the principal amount and accrued
interest, plus the Regular Redemption Premiums set forth below, if such new
Bonds are redeemed otherwise than by operation of the improvement fund or the
replacement provisions of the Mortgage or by the use of proceeds of released
property. New Bonds also will be redeemable by GEORGIA on or after May 1, 2000,
on like notice, by operation of the improvement fund or the replacement
provisions of the Mortgage or by the use
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of proceeds of released property at the special redemption price equal to the
principal amount thereof and accrued interest, without premium.
(If redeemed during the 12 months' period ending on the last day of April
of the year stated)
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REGULAR
REDEMPTION
YEAR PREMIUM
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2001.......................................................... 5.19%
2002.......................................................... 4.85
2003.......................................................... 4.50
2004.......................................................... 4.16
2005.......................................................... 3.81
2006.......................................................... 3.46
2007.......................................................... 3.12
2008.......................................................... 2.77
2009.......................................................... 2.43
2010.......................................................... 2.08
2011.......................................................... 1.73
2012.......................................................... 1.39
2013.......................................................... 1.04
2014.......................................................... .70
2015.......................................................... .35
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The regular redemption price shall be without premium for redemptions on or
after May 1, 2015.
GEORGIA will covenant in Section 3 of the new Supplemental Indenture that
it will not, in any calendar year subsequent to 1999, redeem new Bonds through
the operation of the replacement provisions of the Mortgage in a principal
amount which would exceed 1% of the initial aggregate principal amount of the
new Bonds, i.e., $750,000. See "Description of New Bonds -- Replacement
Requirement" in the accompanying Prospectus.
RESTRICTIONS ON COMMON STOCK DIVIDENDS: By Section 4 of the new
Supplemental Indenture, so long as any of the new Bonds 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 Securities and Exchange Commission, or any successor commission, under the
Public Utility Holding Company Act of 1935, as amended.
ISSUANCE OF NEW BONDS: The new Bonds will be issued under Article V of the
Mortgage against the retirement of other bonds heretofore outstanding under the
Mortgage.
LEGAL OPINIONS AND EXPERTS
Troutman Sanders, Atlanta, Georgia, general counsel for GEORGIA, will
render an opinion as to the legality of the new Bonds. Dewey Ballantine, New
York, New York, will act as counsel for the Underwriter and will render an
opinion to it as to the legality of the new Bonds.
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 the accompanying 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
recoverability of GEORGIA's investment in the Rocky Mountain pumped storage
hydroelectric project and to the changes
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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 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 applied.
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 Southern Electric Generating Company ("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.
UNDERWRITING
Subject to the terms and conditions set forth in the Purchase Contract
dated the date hereof, GEORGIA has agreed to sell to J.P. Morgan Securities Inc.
(the "Underwriter"), and the Underwriter has agreed to purchase, the entire
principal amount of the new Bonds.
Under the terms and conditions of the Purchase Contract, the Underwriter is
obligated to take and pay for all of the new Bonds if any are taken.
The Underwriter initially proposes to offer the new Bonds directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and to certain dealers at such price less a concession not
in excess of .500% of the principal amount of the new Bonds. The Underwriter may
allow, and such dealers may reallow, a concession not in excess of .250% of the
principal amount of the new Bonds to certain other dealers. After the initial
public offering, the public offering price and such concessions may be changed.
GEORGIA does not intend to apply for listing of the new Bonds on a national
securities exchange, but has been advised by the Underwriter that it intends to
make a market in the new Bonds. The Underwriter is not obligated, however, to
make a market in the new Bonds and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the new Bonds.
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