File No. 70-9437
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
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
(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 Secretary
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
(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
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
Wayne T. Dahlke John McLanahan, Esq.
Power Delivery Senior Vice President Troutman Sanders LLP
Georgia Power Company 600 Peachtree Street, N.E.
241 Ralph McGill Boulevard, N.E. Suite 5200
Atlanta, Georgia 30308-3374 Atlanta, Georgia 30308
<PAGE>
INFORMATION REQUIRED
Item 1. Description of Proposed Transactions.
The entire second and third paragraphs of Item 1, Description of
Proposed Transactions, which begins "Georgia Power proposes, pursuant to an
Agreement of Exchange" and ends "1% of Georgia Power's substation facilities
(based on original cost)" is hereby deleted, and in lieu thereof, the following
is added:
"Georgia Power proposes, pursuant to an Agreement of Exchange
("Exchange Agreement") with GTC, to convey to GTC all of Georgia Power's right,
title and interest in and to the real and personal property comprising up to 30
of Georgia Power's distribution and transmission substation facilities which are
listed on Schedule 1 attached hereto and by this reference incorporated herein
(the "Georgia Power Substation Facilities"), in exchange for all of GTC's right,
title and interest in and to the real and personal property comprising up to 4
of GTC's distribution and transmission substation facilities which are listed on
Schedule 2 attached hereto and by this reference incorporated herein (the "GTC
Substation Facilities"). The estimated exchange value of the GTC Substation
Facilities represents GTC's book cost1 of the GTC Substation Facilities,
including land, incurred through the date of closing. The estimated exchange
value of the Georgia Power Substation Facilities represents Georgia Power's book
cost of the Georgia Power Substation Facilities, including land, incurred
through the date of closing plus an additional amount in order to insure that
Georgia Power does not incur any after-tax loss on the exchange. A payment to
equalize the value of the Georgia Power Substation Facilities and the GTC
Substation Facilities will be made by GTC to Georgia Power at the closing. This
- --------
1 The term "book cost" as used in this U-1 means the accumulated historical cost
of all property comprising the substation.
<PAGE>
payment is expected to equal approximately 4.37 million dollars2. The difference
between the net book value3 of the Georgia Power Substation Facilities and the
net book value of the GTC Substation Facilities is approximately 1.73 million
dollars. No market value studies have been performed for the Georgia Power
Substation Facilities. Under the Revised and Restated Integrated Transmission
System Agreement, dated as of November 12, 1990 (the "System Agreement"),
between Georgia Power and GTC as assignee of Oglethorpe Power Corporation (An
Electric Membership Corporation), the parties have the responsibility to
maintain a pro rata investment level in integrated transmission system ("ITS")
investments and pay carrying costs to a party carrying more than its pro rata
share of ITS investment. Such determinations are made based on book value and
therefore any transfers of assets between ITS participants are made at book
value. The result is that the total ITS investment does not change and the
effect on each party's pro rata share of the total investment is equal in
magnitude.
Currently, the Georgia Power Facilities primarily serve GTC's load
and vice-versa. Under the System Agreement, the owner of ITS assets is
responsible for the operation and maintenance of those assets. This exchange
will realign Georgia Power and GTC's interests so that GTC is responsible for
the operation and maintenance payments for facilities which principally serve
GTC's load and Georgia Power is responsible for the operation and maintenance
for facilities which principally serve Georgia Power's load. The 30 substations
being disposed of by Georgia Power represent less than 1% of Georgia Power's
total substation facilities (based on book cost)."
- --------
2 Georgia Power book value $6,175,237
- - GTC book value 2,366,406
- ------------------------------------------------------ ------------
Difference in book values $3,808,831
+ Amount to ensure no after-tax loss to GPC 560,000
- ------------------------------------------------------ ------------
Total Payment to Georgia Power $4,368,831
3 The term "net book value" as used in this U-1 means the book cost less
accumulated depreciation.
<PAGE>
Item 4. Regulatory Approval.
After the single sentence in Item 4, Regulatory Approval, the
following sentence is added:
"The Commission has granted similar authority for sales or exchanges of Georgia
Power substations at book cost in Rel. Nos. 35-25207 and 20958."
Item 6. Exhibits and Financial Statements.
(a) Exhibits
H - Form of Notice.
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 15, 1999
GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit H
The Southern Company
Proposed Notice of Proceedings
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Georgia Power Company ("Georgia Power"), a wholly-owned subsidiary of
The Southern Company ("Southern"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), has filed an
application-declaration (the "Application") under Sections 9(a) and 12(d) of the
Act and Rules 44 and 23 thereunder. Georgia Power is sometimes hereinafter
referred to as the "Applicant."
Georgia Power seeks authorization to convey to Georgia Transmission
Corporation ("GTC") all of Georgia Power's right, title and interest in and to
the real and personal property, including engineering drawings, comprising up to
30 of Georgia Power's distribution and transmission substation facilities (the
"Georgia Power Substation Facilities"), in exchange for all of GTC's right,
title and interest in and to the real and personal property comprising up to 4
of GTC's distribution and transmission substation facilities (the "GTC
Substation Facilities"). The estimated exchange value of Georgia Power's
Substation Facilities and the GTC Substation Facilities are equal to the book
cost of the facilities, including land, incurred through the date of closing.
GTC will also pay an additional amount to insure that Georgia Power does not
incur any after-tax loss on the exchange. A payment to equalize the value of the
Georgia Power Substation Facilities and the GTC Substation Facilities will be
paid by GTC to Georgia Power at the closing.
Currently, the Georgia Power Facilities primarily serve GTC's load and
vice versa. This exchange will realign Georgia Power and GTC's interests so that
Georgia Power and GTC are responsible for the operation and maintenance payments
for facilities which serve their respective loads. The 30 substations being sold
by Georgia Power represent less than 1% of Georgia power's total substation
facilities (based on book cost). To the extent that the facilities to be
exchanged are currently part of the integrated transmission system operated by
Georgia Power and GTC, they will remain a part of such integrated transmission
system and thus will remain available for the use of Georgia Power and GTC
without charge in accordance with the provisions of the Revised and Restated
Integrated Transmission System Agreement, dated as of November 12, 1990, between
Georgia Power and GTC as assignee of Oglethorpe Power Corporation (An Electric
Membership Corporation).
The closing for the proposed exchange is scheduled to take place at the
later of May 1, 1999 or as soon as all requisite regulatory approvals have been
obtained; however, Georgia Power is requesting authority to consummate the
transaction on or before December 31, 1999. The closing is subject to Georgia
Power's receiving the requisite approval of the Commission.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
