File No. 70-8795
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 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
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Item 1. Description of Proposed Transactions.
Item 1.2 is hereby amended to read in its entirety as follows:
1.2 Georgia proposes to effect borrowings 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 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 is filed herewith as Exhibit A-1.
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.
Item 1.4 is hereby amended to read in its entirety as follows:
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 is filed herewith as Exhibit A-2.
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. Item 6.
Exhibits and Financial Statements.
(a) Exhibits.
A-1 - Form of note.
A-2 - Form of commercial paper note.
F - Opinion of Troutman Sanders LLP, counsel for Georgia.
H - Form of Notice. (Previously filed.)
(b) Financial Statements.
Balance sheet of Georgia at December 31, 1995. (Designated
in Georgia's Form 8-K dated February 21, 1996, 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 December 31, 1995. (Designated in
Georgia's Form 8-K dated February 21, 1996, File No.
1-6468.)
Since December 31, 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.
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SIGNATURES
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.
Dated March 13, 1996 GEORGIA POWER COMPANY
By____ /s/Wayne Boston___________
Wayne Boston
Assistant Secretary
Exhibit A-1
COMPANY
PROMISSORY NOTE
Dated:
FOR VALUE RECEIVED, COMPANY, a corporation (herein
called the "Company"), hereby promises to pay to the order of (the "Bank),
the principal sum of
million dollars ($ )or, if less, the aggregate unpaid principal
balance of all borrowings by the Company from the Bank under this Note as
indicated on the grid attached hereto, and to pay interest (calculated on the
basis of a year of 360 days and the actual number of days elapsed) on the unpaid
principal balance from the date of each borrowing hereunder until paid in full
at such rate or rates and payable on such date or dates as the Company and the
Bank shall mutually agree upon. The unpaid principal of this Note shall be due
and payable on such date or dates as the Company and the Bank shall mutually
agree upon. Any principal not paid when due shall bear interest from maturity
until paid in full at a floating rate per annum equal to 110% of that rate of
interest from time to time announced by the Bank at its principal office as its
reference rate, such interest to be payable on demand and upon payment in full
of such principal.
Payment of principal and interest on this Note shall be made in lawful
money of the United States of America to the account of the Bank at its
principal office in , or at such other place within the United States of America
as the Bank may from time to time designate on not less than ten days notice in
writing to the Company. If any such payment of principal or interest would be
otherwise due and payable on a Saturday, Sunday or other day on which commercial
banks in are authorized by law to close, such payment shall be due and payable
on the next succeeding business day and such extension of time shall in such
case be included in computing interest, if any, in connection with such payment.
The principal of this Note may not be prepaid by the Company.
The Bank shall endorse all borrowings made by the Company under this
Note and all payments of principal of such borrowings on the grid attached
hereto and made a part hereof but no failure to make or any error in making such
endorsement shall affect the obligations of the Company hereunder.
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If any of the following events of default shall occur and be
continuing:
(a) the Company fails to make or cause to be made any payment of
principal of this Note when due; or
(b) the Company fails to make or cause to be made any payment of
interest on this Note within five (5) days of when due; or
(c) a receiver, liquidator or trustee of the Company or of all or
a substantial part of its assets is appointed by court order
and such order remains in effect for more than 60 days; or a
petition is filed against the Company under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, and is not dismissed or stayed
within 60 days after such filing; or
(d) the Company files a petition in voluntary bankruptcy or
seeking relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment or debt,
dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, or consents to the filing of any
petition against it under any such law; or
(e) the Company makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts
generally as they become due, or consents to the appointment
of a receiver, trustee or liquidator of the Company, or of all
or a substantial part of its assets;
then the Bank may exercise any right, power or remedy permitted to it by law and
shall have, in particular, without limiting the generality of the foregoing, the
right, by written notice given to the Company, to declare the unpaid principal
and all interest accrued on this note then outstanding to be, and the same shall
thereupon become, forthwith due and payable without any presentment, demand,
protest or further notice of any kind, all of which are expressly waived.
The Bank may from time to time enter into participation agreements and
pursuant thereto assign its rights under this Note. All amounts payable by the
Company under this Note shall be determined as if the Bank had not entered into
any such participation agreement. The Bank may furnish any information
concerning the
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-3-
Company in the possession of the Bank from time to time to participants and
prospective participants.
Such information will be limited to that which has been customarily provided to
the Bank for credit decisions.
This Note shall be governed by and construed in accordance with the
laws of the State of .
COMPANY
By:
Title:
Attest:
Title:
Exhibit A-2
FORM OF COMMERCIAL PAPER NOTE
(Name of Company)
$_________________________ No.________________
On_______________________for value received we promise to pay to the order of
bearer the sum of_____________________________DOLLARS payable at the principal
office of ________________________New York, N.Y.
Date Issued_________________________
Countersigned (Name of Company)
as agent
By____________________ By___________________
(Title) (Title)
--------------------
(Title)
Exhibit F
TROUTMAN SANDERS LLP
600 PEACHTREE STREET
ATLANTA, GA 30303
404-885-3000
March 13, 1996
Securities and Exchange Commission
Washington, DC 20549
Re: Statement on Form U-1 of
Georgia Power Company
File No. 70-8795
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above and are
furnishing this opinion with respect to the proposed borrowing on a short-term
basis, from time to time prior to January 1, 2003, by Georgia Power Company
("Georgia") of an aggregate principal amount not to exceed $1,700,000,000 at any
one time outstanding to be evidenced by notes payable to lenders or commercial
paper in the form of promissory notes.
We are of the opinion that Georgia is a validly organized and duly existing
corporation under the laws of the State of Georgia and that upon the issuance of
your order herein and in the event that the proposed transactions by Georgia are
consummated in accordance with such statement on Form U-1 and such order:
(a) all State laws applicable to such proposed transactions by Georgia
will have been complied with;
(b) the notes to lenders and the commercial paper notes evidencing such
borrowings will be valid and binding obligations of Georgia in
accordance with their terms; and
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(c) the consummation of such proposed transactions by Georgia will not
violate the legal rights of the holders of any securities issued by
Georgia or any associate company thereof.
We hereby consent to the use of this opinion in connection with the
above-mentioned statement on Form U-1.
Very truly yours,
/s/ TROUTMAN SANDERS LLP
