SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GEORGIA POWER COMPANY
333 Piedmont Ave, 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 Ave, 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 the above agent for service and to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders LLP
The Southern Company 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
<PAGE>
INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
1.1 Georgia Power Company ("Georgia"), a wholly-owned subsidiary of The
Southern Company, a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), proposes to issue and sell from
time to time, prior to January 1, 2003, short-term and/or term-loan notes to
lenders, commercial paper to or through dealers and/or issue non-negotiable
promissory notes to public entities for their revenue anticipation notes in an
aggregate principal amount at any one time outstanding of up to $1,700,000,000.
At November 30, 1995, the maximum aggregate principal amounts of unsecured
short-term borrowings permissible under Georgia's charter and pursuant to the
exemption from the provisions of Section 6(a) of the Act afforded by the first
sentence of Section 6(b) of the Act were $1,669,710,550 and $221,542,385,
respectively. In no circumstances will Georgia have unsecured borrowings
outstanding at any one time that exceed applicable charter limitations.
In view of the restriction on the amount of unsecured short-term debt
that Georgia may have outstanding under the terms of its charter, it is proposed
that any borrowings pursuant to authority granted hereunder may be, and any such
borrowings in excess of such restricted amount of short-term unsecured debt
would be, secured by a subordinated lien on certain assets of Georgia. To the
extent required, Georgia hereby requests authority therefor pursuant to Section
12(d) of the Act and Rule 44 thereunder.
1.2 Georgia proposes to effect borrowings from certain banks or other
lending institutions up to such amounts as will be indicated on the list of such
institutions to be filed by amendment hereto. Such institutional borrowings will
be evidenced by notes to be dated as of the date of such borrowings and to
mature in not more than seven years after the date of issue, or by "grid" notes
evidencing all outstanding borrowings from each lender to be dated as of the
date of the initial borrowing and to mature not more than seven years after the
date of issue. Georgia proposes that it may provide that any note evidencing
such borrowings may not be prepayable, or that it may be prepaid with payment of
a premium that is not in excess of the stated interest rate on the borrowing to
be prepaid, which premium in the case of a note having a maturity of more than
one year may thereafter decline to the date of the note's final maturity. The
form of note applicable to this paragraph will be filed by amendment as Exhibit
A-1.
Borrowings from the listed institutions will be at the lender's
prevailing rate offered to corporate borrowers of similar quality. Such rates
will not exceed the prime rate or (i) LIBOR plus up to 3/4 of 1%, (ii) the
lender's certificate of deposit rate plus up to 1%, or (iii) a rate not to
exceed the prime rate to be established by bids obtained from the lenders prior
to a proposed borrowing; provided, however, that with respect to borrowings with
a maturity in excess of one year, the rate will not exceed the yield for a
comparable maturity Treasury note plus 1%.
Compensation for the credit facilities may be provided by fees of up to
1/2 of 1% per annum of the amount of the facility. Compensating balances may be
used in lieu of fees to compensate certain of the lenders.
The list of proposed lending institutions, setting forth the maximum
amount to be borrowed from each, will be filed by amendment as Exhibit A-2.
Borrowings pursuant to the authority hereby sought will be effected among the
listed institutions up to the respective principal amounts so listed. In
connection with borrowings in excess of such listed amounts or from any
institution not listed therein, a revised list in each case will be filed
pursuant to Rule 24.
1.3 Georgia also may effect short-term borrowings hereunder in
connection with the financing of certain pollution control facilities through
the issuance by public entities of their revenue bond anticipation notes. Under
an agreement with each such public entity, the entity would effectively loan to
Georgia the proceeds of the sale of such revenue bond anticipation notes, having
a maturity of not more than one year after date of issue, and Georgia may issue
its non-negotiable promissory note therefor. Such note would provide for
payments thereon to be made at times and in amounts which shall correspond to
the payments with respect to the principal of, premium, if any, and interest,
which shall not exceed the prime rate, on such revenue bond anticipation notes,
whenever and in whatever manner the same shall become due, whether at stated
maturity, upon redemption or declaration or otherwise.
Georgia requests that the Commission reserve jurisdiction over the
issuance by Georgia of its non-negotiable promissory notes pursuant to this Item
1.3 pending completion of the record with respect thereto.
1.4 Georgia also proposes that it will have authority to issue and sell
commercial paper to or through dealers from time to time prior to January 1,
2003. Such commercial paper will be in the form of promissory notes with varying
maturities not to exceed nine months. Actual maturities will be determined by
market conditions, the effective interest costs and Georgia's anticipated cash
flow, including the proceeds of other borrowings, at the time of issuance. The
commercial paper notes will be issued in denominations of not less than $100,000
and will not by their terms be prepayable prior to maturity. The form of
commercial paper note will be filed by amendment as Exhibit A-3.
The commercial paper will be sold by Georgia directly to or through a
dealer or dealers (the "dealer"). The discount rate (or the interest rate in the
case of interest-bearing notes), including any commissions, will not be in
excess of the discount rate per annum (or equivalent interest rate) prevailing
at the date of issuance for commercial paper of comparable quality of the
particular maturity sold by issuers thereof to commercial paper dealers.
No commission or fee will be payable in connection with the issuance
and sale of commercial paper, except for a commission not to exceed 1/8 of 1%
per annum payable to the dealer in respect of commercial paper sold through the
dealer as principal. The dealer will reoffer such commercial paper at a discount
rate of up to 1/8 of 1% per annum less than the prevailing interest rate to
Georgia or at an equivalent cost if sold on an interest-bearing basis.
Each certificate under Rule 24 with respect to the issue and sale of
commercial paper will include the name or names of the commercial paper dealers,
the amount of commercial paper outstanding as of the end of each quarter and
information with respect to the discount rate and interest rate.
1.5 Pursuant to orders of the Commission, Georgia has authority to
effect short-term borrowings prior to April 1, 1996 as set forth in Commission
File No. 70-7937 (HCAR No. 35-25507, dated March 31, 1992, HCAR No. 35-25932,
dated November 30, 1993, HCAR No. 35-25989, dated February 16, 1994 and HCAR No.
35-26348, dated August 2, 1995). At January 12, 1996, borrowings in an aggregate
principal amount of approximately $400,329,851 were outstanding pursuant to such
authorization. Georgia proposes that the authorization sought in this file would
supersede and replace, with respect to Georgia, authorizations in File No.
70-7937 effective immediately upon the date of the Commission's order herein.
1.6 The proceeds from the proposed borrowings will be used by Georgia
for working capital purposes, including the financing in part of its
construction program.
None of the proceeds from any borrowing or from the sale of any of the
notes authorized herein will be used by Georgia, directly or indirectly, for the
acquisition of any interest in an "exempt wholesale generator" or a "foreign
utility company".
1.7 Except as may be otherwise authorized by the Commission, any
short-term borrowings of Georgia outstanding hereunder after December 31, 2002
will be retired from internal cash resources, the proceeds of equity financings,
or the proceeds of long-term debt.
1.8 With respect to the financing transactions authorized hereunder,
Georgia hereby requests authority to file certificates of notification under
Rule 24 on a quarterly basis (within 45 days following the close of each
calendar quarter).
Item 2. Fees, Commissions and Expenses.
The fees, commissions, and expenses paid or incurred or to be paid or
incurred in connection with the proposed transactions (in addition to those
described in Item 1 hereof) of this Application or Declaration are estimated not
to exceed $10,000, including the Commission's $2,000 filing fee.
Item 3. Applicable Statutory Provisions.
3.1 Georgia considers that the issuance and sale of the short-term
notes and commercial paper notes are currently exempt to the extent set forth
above from the provisions of Sections 6(a) and 7 of the Act under the first
sentence of Section 6(b) and that upon the granting of this application will be
so exempt to the extent of the maximum aggregate principal amounts of the
short-term notes and commercial paper notes which it proposes to issue. Any note
or other evidence of debt described herein that is payable more than 12 months
after the date of issuance has been or will have been authorized by the Georgia
Public Service Commission and, therefore, is exempt from the provisions of
Section 6(a) of the Act and rules thereunder pursuant to Rule 53.
3.2 The proposed transactions will be carried out in accordance with
the procedure specified in Rule 23 and pursuant to an order of the Commission
with respect thereto.
3.3 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 January 31, 1996 was approximately
$1,231,236,316, representing approximately 37.4% of Southern's "consolidated
retained earnings", as defined in Rule 53(a)(1)(ii), for the four quarters ended
September 30, 1995. Furthermore, Southern has complied and will continue to
comply with the record keeping requirements of Rule 53(a)(2) concerning
affiliated "exempt wholesale generators" and "foreign utility companies". In
addition, as required by Rule 53(a)(3), no more than 2% of the employees of
Southern's operating utility subsidiaries will, at any one time, directly or
indirectly, render services to "exempt wholesale generators" and "foreign
utility companies". Finally, since none of the circumstances described in Rule
53(b) exists, the provisions of Rule 53(a) are not made inapplicable by Rule
53(b).
Item 4. Regulatory Approval.
The proposed issuance by Georgia of term notes will have been expressly
authorized by the Georgia Public Service Commission, which has jurisdiction over
the issuance of certain securities (other than short-term debt) by public
utility companies operating in Georgia. See Item 3.1 hereof.
Such transactions are not subject to the jurisdiction of any federal
commission other than the Commission.
Item 5. Procedure.
Georgia hereby requests that the Commission issue its order with
respect to these transactions as soon as the rules allow and requests that there
be no 30-day waiting period between the issuance of the Commission's order and
the date on which it is to become effective. Georgia hereby waives a recommended
decision by a hearing officer or other responsible officer of the Commission and
hereby consents that the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order in this matter unless such
Division opposes the matters covered hereby.
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A-1 - Form of note. (To be filed by amendment.)
A-2 - List of lending institutions, setting forth
the maximum amount to be borrowed from each.
(To be filed by amendment.)
A-3 - Form of commercial paper note.
(To be filed by amendment.)
A-4 - 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), 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).)
A-5 - By-Laws of Georgia as amended effective July
18, 1990, and as presently in effect.
(Designated in Form 10-K for the year ended
December 31, 1990, File No. 1-6468, as Exhibit
3.)
B - None.
C - None.
D-1 - Petition of Georgia to the Georgia Public
Service Commission. (To be filed by amendment.)
D-2 - Order of the Georgia Public Service Commission.
(To be filed by amendment.)
E - None.
F - Opinion of Troutman Sanders LLP, counsel for
Georgia. (To be filed by amendment.)
G - Estimated sources of funds for plant additions
of Georgia. (To be filed by amendment.)
H - Form of Notice.
Exhibits heretofore filed with the Commission designated as set forth
above are hereby incorporated herein by reference and made a part hereof with
the same effect as if filed herewith.
(b) Financial Statements.
Balance sheet of Georgia at September 30, 1995. (Designated
in Georgia's Form 10-Q for the quarter ended September 30,
1995, File No. 1-6468.)
Statement of income and statements of earnings retained in
the business and other paid-in capital of Georgia for the
twelve months ended September 30, 1995. (Designated in
Georgia's Form 10-Q for the quarter ended September 30,
1995, File No. 1-6468.)
Proforma journal entries for Georgia relating to the Balance
Sheet and Statement of Income. (To be filed by amendment.)
Since September 30, 1995, there have been no material changes, not in
the ordinary course of business, in the financial condition of Georgia from that
set forth in or contemplated by the foregoing financial statements.
Item 7. Information as to Environmental Effects.
(a) As described in Item 1, the proposed transactions are of a
routine and strictly financial nature in the ordinary course of business.
Accordingly, the Commission's action in this matter will not constitute any
major federal action significantly affecting the quality of the human
environment.
(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this statement to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated February 7, 1996 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit H
Georgia Power Company (70- )
Georgia Power Company ("Georgia"), 333 Piedmont Avenue, N.E., Atlanta,
Georgia 30308, a wholly-owned subsidiary of The Southern Company, a registered
holding company, has filed an application-declaration under sections 6(a), 6(b),
7 and 12(d) of the Act and rules 23, 42, 44 and 53 thereunder.
Georgia proposes to issue and sell from time to time, prior to January
1, 2003, short-term and/or term-loan notes to lenders, commercial paper to or
through dealers and/or issue non-negotiable promissory notes to public entities
for their revenue anticipation notes in an aggregate principal amount at any one
time outstanding of up to $1,700,000,000.
Georgia states that any proposed borrowings proposed herein may be, and
any such borrowings in excess of its charter limits on short-term unsecured debt
would be, secured by a subordinated lien on certain assets of Georgia. In no
circumstances will Georgia have unsecured borrowings outstanding at any one time
that exceed applicable charter limitations.
Georgia proposes to borrow from certain banks or other lending
institutions. Such institutional borrowings will be evidenced by notes to be
dated as of the date of such borrowings and to mature in not more than seven
years after the date of issue, or by "grid" notes evidencing all outstanding
borrowings from each lender to be dated as of the date of the initial borrowing
and to mature not more than seven years after the date of issue. Georgia
proposes that any note evidencing such borrowings may not be prepayable, or that
it may be prepaid with payment of a premium that is not in excess of the stated
interest rate on the borrowing to be prepaid, which premium in the case of a
note having a maturity of more than one year may thereafter decline to the date
of the note's final maturity.
Borrowings will be at the lender's prevailing rate offered to corporate
borrowers of similar quality. Such rates will not exceed the prime rate or (i)
LIBOR plus up to 3/4 of 1%, (ii) the lender's certificate of deposit rate plus
up to 1%, or (iii) a rate not to exceed the prime rate to be established by bids
obtained from the lenders prior to a proposed borrowing; provided, however, that
with respect to borrowings with a maturity in excess of one year, the rate will
not exceed the yield for a comparable maturity Treasury note plus 1%.
Compensation for the credit facilities may be provided by fees of up to 1/2 of
1% per annum of the amount of the facility. Compensating balances may be used in
lieu of fees to compensate certain of the lenders.
Georgia also may effect short-term borrowings hereunder in connection
with the financing of certain pollution control facilities through the issuance
by public entities of their revenue bond anticipation notes. Under an agreement
with each such public entity, the entity would effectively loan to Georgia the
proceeds of the sale of such revenue bond anticipation notes, having a maturity
of not more than one year after date of issue, and Georgia may issue its
non-negotiable promissory note therefor. Such note would provide for payments
thereon to be made at times and in amounts which shall correspond to the
payments with respect to the principal of, premium, if any, and interest, which
shall not exceed the prime rate, on such revenue bond anticipation notes,
whenever and in whatever manner the same shall become due, whether at stated
maturity, upon redemption or declaration or otherwise.
Georgia also proposes issue and sell commercial paper to or through
dealers from time to time prior to January 1, 2003. Such commercial paper will
be in the form of promissory notes with varying maturities not to exceed nine
months. The commercial paper notes will be issued in denominations of not less
than $100,000 and will not by their terms be prepayable prior to maturity.
Pursuant to prior Commission orders in File No. 70-7937 (HCAR No.
35-25507, dated March 31, 1992, HCAR No. 35-25932, dated November 30, 1993,
HCAR No. 35-25989, dated February 16, 1994 and HCAR No. 35-26348, dated August
2, 1995) Georgia may effect short-term borrowings through April 1, 1996.
Georgia proposes that the authorization sought in this file would supersede and
replace, with respect to Georgia, authorizations in File No. 70-7937 effective
immediately upon the date of the Commission's order herein.
The proceeds from the proposed borrowings will be used by Georgia for
working capital purposes, including the financing in part of its construction
program. None of the proceeds from any borrowing or from the sale of any of the
notes authorized herein will be used by Georgia, directly or indirectly, for the
acquisition of any interest in an "exempt wholesale generator" or a "foreign
utility company".
