SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 18, 1995
SAVANNAH ELECTRIC AND POWER COMPANY
(Exact name of registrant as specified in its charter)
Georgia 1-5072 58-0418070
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Bay Street, East, Savannah, Georgia 31401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (912)232-7171
N/A
(Former name or former address, if changed since last report.)
<PAGE>
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Item 5. Other Events.
On May 18, 1995, Savannah Electric and Power Company (the "Company")
entered into a Purchase Contract covering the issue and sale of $15,000,000
aggregate principal amount of First Mortgage Bonds, 7 7/8% Series due May 1,
2025. Said First Mortgage Bonds were registered under the Securities Act of
1933, as amended, pursuant to the Company's shelf registration statements
(Registration Statement Nos. 33-45757 and 33-52509).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Form of Proposal for the Purchase of $15,000,000
aggregate principal amount of First Mortgage
Bonds, 7 7/8% Series due May 1, 2025, dated May 18,
1995, between the Company and the Purchaser named
therein, with Purchase Contract attached thereto.
4 Supplemental Indenture, dated as of May 1, 1995,
between the Company and NationsBank of Georgia,
National Association, as Trustee.
12 Computation of ratio of earnings to
fixed charges for the five years ended
December 31, 1994, and the twelve months
ended April 30, 1995.
23 Consent of Bouhan, Williams & Levy.
26(a) Notice of Invitation for Proposals.
26(b) Terms and Conditions Relating to Proposals.
<PAGE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 19, 1995 SAVANNAH ELECTRIC AND POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit 1
FORM OF PROPOSAL
For Purchase of
SAVANNAH ELECTRIC AND POWER COMPANY
FIRST MORTGAGE BONDS
Dated: May 18, 1995
SAVANNAH ELECTRIC AND POWER COMPANY
c/o Southern Company Services, Inc.
64 Perimeter Center East
Atlanta, Georgia 30346
Dear Sirs:
Referring to the terms and conditions dated May 10, 1995
(the "Terms and Conditions"), relating to proposals for the
purchase of First Mortgage Bonds (the "Bonds") of Savannah
Electric and Power Company (the "Company"), and the notice dated
the date hereof (the "Notice") given by the Company pursuant
thereto, the persons, firms and corporations named in Exhibit A
attached hereto (the "Bidders") have submitted and confirm
herewith the following proposal for the purchase of $15,000,000
principal amount of the Bonds, as designated by the Company in
the Notice (the "Designated Principal Amount"):
1. The interest rate of the Bonds shall be 7.875% per
annum.
2. The price to be paid to the Company for the Bonds
shall be 98.723% of the Designated Principal Amount thereof,
plus accrued interest from the first day of the calendar
month during which the Bonds are issued to the date of
payment and delivery, each of the Bidders hereby offering,
severally and not jointly, to purchase from the Company, at
said price and upon the terms and conditions set forth in
the form of purchase contract attached hereto as Exhibit B
(the "Purchase Contract"), the principal amount of Bonds set
forth opposite its name in Exhibit A attached hereto, or the
principal amount of Bonds to be set forth opposite its name
in Exhibit A attached hereto as provided in Section 3 of the
Terms and Conditions, which together aggregate the
Designated Principal Amount of the Bonds. Exhibit A
attached hereto, when completed, is hereinafter and in the
Purchase Contract called "Exhibit A to the Form of
Proposal".<PAGE>
3. In consideration of the agreement of the Company
set forth in the Terms and Conditions that, subject to the
provisions thereof, the Company will accept the proposal
which results in the lowest "annual cost of money" to it for
the Bonds, each of the Bidders agrees (a) that the offer of
such Bidder included in this proposal shall be irrevocable
until three hours after the time fixed for the submission of
proposals, unless sooner rejected by the Company; (b) that,
if this proposal shall be accepted in writing by the
Company, such Bidder, either in person or by the
Representative(s) on its behalf, will forthwith furnish to
the Company in writing the information referred to in
Section 8 of the Terms and Conditions; and (c) that, if this
proposal shall be so accepted by the Company, the Purchase
Contract shall thereupon become effective without any
separate execution thereof and shall constitute the
agreement between the Company and the Bidders and, upon
performance by the Bidders, and the Representative(s), of
their obligations under Sections 3, 4 and 8 of the Terms and
Conditions, all rights of the Company and of the Bidders
shall be determined solely in accordance with the terms
thereof, subject, however, to such modifications therein
(including Exhibit A to the Form of Proposal) as may be
necessary and as are contemplated by the Terms and
Conditions.
4. This proposal must be accepted or rejected by the
Company in its entirety within three hours after the time
fixed for the submission thereof.
5. This proposal may be executed in any number of
counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same instrument.
Each of the Bidders acknowledges receipt of a copy of the
prospectus in respect of the Bonds furnished by the Company to
the Bidders pursuant to the last paragraph of Section 5 of the
Terms and Conditions.
Very truly yours,
Donaldson, Lufkin & Jenrette
Securities Inc.
On behalf of and as Representative(s)
of the persons, firms and corporations
named in Exhibit A hereto.
140 Broadway
New York, New York 10005
<PAGE>
Address
Accepted:
SAVANNAH ELECTRIC AND POWER COMPANY
By: /s/K. R. Willis
Title: Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT A
The names of the Bidders and the respective principal
amounts of the Bonds which they severally offer to purchase are
as follows:
Name Principal Amount
Donaldson, Lufkin & Jenrette
Securities Corporation $15,000,000
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EXHIBIT B
SAVANNAH ELECTRIC AND POWER COMPANY
PURCHASE CONTRACT
For Purchase of First Mortgage Bonds of the Company
AGREEMENT made between Savannah Electric and Power Company,
a corporation organized and existing under the laws of the State
of Georgia (the "Company"), party of the first part, and the
several persons, firms and corporations (the "Purchasers") named
as Bidders in Exhibit A to the Form of Proposal to which this
agreement is attached as Exhibit B (the "Form of Proposal"),
parties of the second part,
W I T N E S S E T H:
WHEREAS, the Company proposes to issue and sell the
Designated Principal Amount (as defined in the Form of Proposal)
of its First Mortgage Bonds (the "Bonds"), to be issued under and
secured by the Indenture of Mortgage dated as of March 1, 1945,
as supplemented and as to be supplemented (the "Indenture"),
between the Company and NationsBank of Georgia, National
Association, as Trustee (the "Trustee"), and to bear interest at
the rate per annum specified in paragraph 1 of the Form of
Proposal; and
WHEREAS, the Purchasers have authorized the person or
persons signing the Form of Proposal (the "Representative") to
execute the Form of Proposal on behalf of the respective
Purchasers and to act for the respective Purchasers in the manner
provided in this agreement; and
WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), with the Securities and Exchange
Commission (the "Commission"), a registration statement or
statements and prospectus or prospectuses relating to the Bonds,
and such registration statement or statements has or have become
effective (such registration statement or statements, as it or
they became effective, including the exhibits thereto and all
documents incorporated by reference in the prospectus or
prospectuses at such time or times pursuant to Item 12 of Form S-
3, each being herein called the "Registration Statement"); and
WHEREAS, the prospectus referred to in the last paragraph of
the Form of Proposal (such prospectus, including all documents
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incorporated therein by reference pursuant to Item 12 of Form S-3
as of the time of the acceptance of the Form of Proposal, being
herein called the "Bidding Prospectus") is to be supplemented by
a prospectus supplement (the "Prospectus Supplement"), including
certain information relating to the Purchasers, the price and the
terms of offering, the interest rate, maturity date and
redemption provisions of the Bonds (the Bidding Prospectus as
supplemented by the Prospectus Supplement being herein called the
"Prospectus").
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the
parties as follows:
1. Purchase and Sale: Upon the basis of the warranties and
representations and on the terms and subject to the conditions
herein set forth, the Company agrees to sell to the respective
Purchasers, severally and not jointly, and the respective
Purchasers, severally and not jointly, agree to purchase from the
Company, at the price specified in paragraph 2 of the Form of
Proposal, plus accrued interest from the first day of the
calendar month during which the Bonds are issued to the date of
payment and delivery, the respective principal amounts of Bonds
set opposite their names in Exhibit A to the Form of Proposal,
which together aggregate the Designated Principal Amount of the
Bonds.
2. Payment and Delivery: Payment for the Bonds shall be
made to the Company or its order in federal funds or in other
funds which are, as shown by written evidence satisfactory to the
Company, immediately available at the time of purchase, at the
office of Troutman Sanders, 600 Peachtree Street, N.E., Suite
5200, Atlanta, Georgia (or at such other place as may be agreed
upon by the Representative and the Company), upon the delivery of
the Bonds to the Representative for the respective accounts of
the Purchasers against receipt therefor signed by the
Representative on behalf of itself and as agent for the other
Purchasers. Such payment and delivery shall be made at 10 a.m.
New York Time on the eighth day (which shall be a full business
day) after this agreement becomes effective (or at such other
time or on such other day as may be agreed upon by the
Representative and the Company), unless postponed in accordance
with the provisions of Section 7 hereof. The time at which
payment and delivery are to be made is herein sometimes called
the "time of purchase".
Delivery of definitive Bonds is expected to be made in
registered form without coupons in denominations of $1,000 and
multiples thereof, registered in such name or names as the
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Representative may request not later than 10 a.m. New York Time
on the third business day prior to the time of purchase, or, if
no such request is received, in the names of the respective
Purchasers in denominations selected by the Company. If the
Representative shall request that any of the Bonds be registered
in a name or names other than that of the Purchaser agreeing to
purchase such Bonds, such Purchaser shall pay any transfer taxes
resulting from such request. The Company agrees to make the
Bonds available for inspection by the Representative at the
office of the Trustee at least 20 hours prior to the time of
purchase. In the event that it becomes necessary to make initial
delivery of the Bonds in temporary form, such Bonds will be
exchangeable at said office of the Trustee, upon request, for
definitive fully registered Bonds of authorized denominations
without charge to the holders thereof as soon as is reasonably
practicable.
3. Conditions of Purchasers' Obligations: The several
obligations of the Purchasers hereunder are subject to the
accuracy of the warranties and representations on the part of the
Company herein contained and to the following other conditions:
(a) That all legal proceedings to be taken by the
Company in connection with the issue and sale of the Bonds
and the legal opinions provided for in Sections 3(b)(1) and
(2) hereof shall be satisfactory in form and substance to
Dewey Ballantine, counsel to the Purchasers.
(b) That, at the time of purchase, the Representative
shall be furnished the following opinions and letter and
copies or signed counterparts thereof for each of the
Purchasers, with such changes therein as may be agreed upon
by the Company and the Representative with the approval of
Dewey Ballantine:
(1) Opinion of Bouhan, Williams & Levy, of
Savannah, Georgia, general counsel to the Company,
substantially in the form attached hereto as Exhibit 1.
(2) Opinion of Troutman Sanders, of Atlanta,
Georgia, counsel to the Company, substantially in the
form attached hereto as Exhibit 2.
(3) Opinion of Dewey Ballantine, of New York, New
York, substantially in the form attached hereto as
Exhibit 3.
(4) Letter dated the date of payment and delivery
from Arthur Andersen LLP to the effect that: (A) they
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are independent public accountants with respect to the
Company within the meaning of the Securities Act and
the applicable published rules and regulations
thereunder; (B) in their opinion, the financial
statements and schedules audited by them and
incorporated by reference in the Prospectus comply as
to form in all material respects with the applicable
accounting requirements of the Securities Act and the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the related published rules and
regulations; (C) they have performed certain limited
procedures through a specified date not more than five
business days prior to the date of such letter, namely
(i) reading the minute books of the Company; (ii)
reading the unaudited financial statements, if any, of
the Company incorporated in the Prospectus and agreeing
the amounts therein with the Company's accounting
records; (iii) making inquiries of certain officials of
the Company who have responsibility for financial and
accounting matters regarding whether the unaudited
financial statements, if any, incorporated in the
Prospectus (a) are in conformity with generally
accepted accounting principles applied on a basis
substantially consistent with that of the audited
financial statements incorporated in the Prospectus and
(b) comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act
and the related published rules and regulations; (iv)
reading the unaudited amounts for Operating Revenues,
Income Before Interest Charges and Net Income After
Dividends on Preferred Stock and the unaudited Ratios
of Earnings to Fixed Charges set forth in the
Prospectus, which amounts shall include such amounts
for the latest period subsequent to that covered by the
financial statements incorporated by reference in the
Prospectus for which such amounts are available at the
time this agreement becomes effective; (v) reading the
unaudited financial statements from which the amounts
and ratios described in (iv) were derived and agreeing
the amounts therein to the Company's accounting
records; (vi) making inquiries of certain officials of
the Company who have responsibility for financial and
accounting matters regarding whether (a) the unaudited
amounts and ratios referred to in (iv) above and the
unaudited financial statements referred to in (v) above
are stated on a basis substantially consistent with
that of the corresponding audited amounts or ratios
included or incorporated by reference in the Prospectus
and (b) as of a specified date not more than five
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business days prior to the date of delivery of such
letter, there has been any change in the capital stock
or long-term debt of the Company or any decrease in net
assets as compared with amounts shown in the latest
audited balance sheet incorporated in the Prospectus,
except in each case for changes or decreases which (I)
the Prospectus discloses have occurred or may occur,
(II) are occasioned by the declaration of dividends,
(III) are occasioned by draw-downs under existing
pollution control financing arrangements, (IV) are
occasioned by draw-downs and regularly scheduled
payments of capitalized lease obligations, (V) are
occasioned by the purchase or redemption of bonds or
stock to satisfy mandatory or optional redemption
provisions relating thereto, or (VI) are disclosed in
such letter; (vii) reading the unaudited amounts for
Operating Revenues, Income Before Interest Charges and
Net Income After Dividends on Preferred Stock and the
unaudited Ratio of Earnings to Fixed Charges for any
period subsequent to those set forth in (iv) above,
which if available shall be set forth in such letter;
(viii) reading the unaudited financial statements from
which the amounts and ratios described in (vii) above
were derived and which will be attached to such letter
and agreeing the amounts therein to the Company's
accounting records; and (ix) making inquiries of
certain officials of the Company who have
responsibility for financial and accounting matters
regarding whether the unaudited amounts and ratios
referred to in (vii) above and the unaudited financial
statements referred to in (viii) above are stated on a
basis substantially consistent with that of the
corresponding audited amounts or ratios included or
incorporated by reference in the Prospectus; and (D)
reporting their findings as a result of performing the
limited procedures set forth in (C) above. It is
understood that the foregoing procedures do not
constitute an audit performed in accordance with
generally accepted auditing standards and they would
not necessarily reveal matters of significance with
respect to the comments made in such letter, and
accordingly that Arthur Andersen LLP make no
representations as to the sufficiency of such
procedures for the several Purchasers' purposes.
(c) That no amendment or supplement (including the
Prospectus Supplement) to the registration statement or
prospectus filed subsequent to the time this agreement
becomes effective (including any filing made by the Company
-9-<PAGE>
pursuant to Section 13 or 14 of the Exchange Act) shall be
unsatisfactory in form to Dewey Ballantine or shall contain
information (other than with respect to an amendment or
supplement relating solely to the activity of any Purchaser
or Purchasers) which, in the reasonable judgment of the
Representative, shall materially impair the marketability of
the Bonds.
(d) That, at or before 8 p.m. New York Time on the
first business day after the date this agreement becomes
effective, or at such later time and date as the
Representative may from time to time consent to in writing
or by telephone, confirmed in writing, an appropriate order
or orders of the Georgia Public Service Commission and (if
required) of the Commission under the Public Utility Holding
Company Act of 1935, as amended, necessary to permit the
issue and sale of the Bonds shall be in effect; and that,
prior to the time of purchase, no stop order with respect to
the effectiveness of the Registration Statement shall have
been issued under the Securities Act by the Commission or
proceedings therefor initiated or threatened.
(e) That, prior to the time of purchase, there shall
have been no material adverse change in the business,
properties or financial condition of the Company from that
set forth in or contemplated by the Prospectus, and that the
Company shall, at the time of purchase, have delivered to
the Representative a certificate to such effect of an
executive officer of the Company. For the purposes of this
condition, the sale by the Company of, or its failure to
sell, any issue of other securities shall not be deemed to
be such a change.
(f) That, at the time of purchase, the Representative
shall be furnished a certificate of the Company, which shall
be satisfactory in form and substance to Dewey Ballantine,
evidencing compliance with the provisions of Rule 52 under
the Public Utility Holding Company Act of 1935, as amended,
in connection with the issue and sale of the Bonds.
(g) That the Company shall have performed such of its
obligations under this agreement as are to be performed at
or prior to the time of purchase by the terms hereof.
4. Certain Covenants of the Company: In further
consideration of the agreements of the Purchasers herein
contained, the Company covenants as follows:
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(a) As soon as practicable after this agreement
becomes effective, and in any event within the time
prescribed by Rule 424 under the Securities Act, to file the
Prospectus Supplement with the Commission and to advise the
Representative of such filing and to confirm such advice in
writing.
(b) As soon as the Company is advised thereof, to
advise the Representative and confirm the advice in writing
of any request made by the Commission for amendments to the
Registration Statement or Prospectus, including any
amendment to any of the documents incorporated therein by
reference pursuant to Item 12 of Form S-3, or of the issue
of a stop order suspending the effectiveness of the
Registration Statement or of the initiation or threat of any
proceedings for that purpose and, if such a stop order
should be issued by the Commission, to make every reasonable
effort to obtain the lifting or removal thereof as soon as
possible.
(c) To deliver to the Purchasers, without charge, as
soon as practicable on or after the date this agreement
becomes effective, and from time to time thereafter during
such period of time (not exceeding nine months) after this
agreement becomes effective as the Purchasers are required
by law to deliver a prospectus, as many copies of the
Prospectus (as supplemented or amended if the Company shall
have made any supplements or amendments thereto) as the
Representative may reasonably request; and, in case any
Purchaser is required by law to deliver a prospectus after
the expiration of nine months after the date this agreement
becomes effective, to furnish to such Purchaser, upon
request of the Representative, at the expense of such
Purchaser, a reasonable quantity of a supplemental
prospectus or of supplements to the Prospectus complying
with Section 10(a)(3) of the Securities Act.
(d) During such period of time after the date this
agreement becomes effective as the Purchasers are required
by law to deliver a prospectus, to file timely all documents
required to be filed with the Commission pursuant to Section
13 or 14 of the Exchange Act.
(e) To furnish to the Representative, or if such
Representative consists of two or more persons to one of
such persons, one copy, certified by an officer of the
Company, of the registration statement as initially filed
with the Commission, all amendments thereto and all
documents incorporated by reference in the Prospectus
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pursuant to Item 12 of Form S-3 as of the time of purchase
(in each case, exclusive of exhibits), and to furnish to the
Representative sufficient plain copies of said registration
statement and all amendments thereto (exclusive of exhibits)
for distribution of two each, and all said documents
incorporated therein as of the time of purchase (exclusive
of exhibits) for distribution of one each, to the other
Purchasers.
(f) In the event that the Purchasers constitute
"underwriters" within the meaning of Section 2(11) of the
Securities Act, then, for such period of time (not exceeding
nine months) after the date this agreement becomes effective
as they are required by law to deliver a prospectus, if any
event shall have occurred as a result of which it is
necessary to amend or supplement the Prospectus in order to
make the statements therein, in light of the circumstances
when the Prospectus is delivered to a purchaser, not
misleading, forthwith to amend or supplement the Prospectus
by either (i) preparing and furnishing, at its own expense,
to the Purchasers and to dealers (whose names and addresses
are furnished to the Company by the Representative) to whom
Bonds may have been sold by the Representative on behalf of
the Purchasers and, upon request, to any other dealers
making such request, either amendments to the Prospectus or
supplements thereto, or (ii) making an appropriate filing
pursuant to Section 13 or 14 of the Exchange Act which would
supplement or amend the Prospectus, so that the statements
in the Prospectus as so amended or supplemented will not, in
the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading.
(g) To make generally available to the Company's
security holders, as soon as practicable, an earning
statement (which need not be audited) covering a period of
at least twelve months beginning with the first day of the
month immediately following the effective date of the
Registration Statement as defined in Rule 158(c) under the
Securities Act, which earning statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
(h) To use its best efforts to qualify the Bonds for
offer and sale under the securities or blue sky laws of such
jurisdictions as the Representative may designate within six
months after the date this agreement becomes effective and
to pay filing fees and disbursements in connection therewith
in an amount not exceeding $3,500 in the aggregate
(including filing fees and disbursements paid or incurred
prior to the date this agreement becomes effective),
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provided, however, that the Company shall not be required to
qualify as a foreign corporation or to file a consent to
service of process or to file annual reports or to comply
with any other requirements deemed by the Company to be
unduly burdensome.
(i) To pay expenses, fees and taxes (other than
transfer taxes) in connection with (1) the preparation and
filing of the Registration Statement and Prospectus, (2) the
preparation, execution, filing and recording of the new
supplemental indenture pursuant to which the Bonds are to be
issued, (3) the issue and delivery of the Bonds to the
Purchasers, and (4) the furnishing of the opinions, letter
and certificates referred to in Section 3 hereof, except
that the Company shall be required to pay the fees and
disbursements (other than filing fees and disbursements
referred to in paragraph (h) of this Section 4) of Dewey
Ballantine only in an event provided in paragraph (j) of
this Section 4, the Purchasers hereby agreeing to pay such
fees and disbursements in any other event and, if such fees
should be less than the amount stated by such counsel to the
Representative, to repay the Company the amount of any
reduction.
(j) If the Purchasers shall not take up and pay for
the Bonds due to the failure of the Company to comply with
any of the conditions specified in Section 3 hereof, or if
this agreement shall be terminated in accordance with the
provisions of Section 7 or 8 hereof, to pay the reasonable
fees and disbursements of Dewey Ballantine, and, if the
Purchasers shall not take up and pay for the Bonds due to
the failure of the Company to comply with any of the
conditions specified in Section 3 hereof, to reimburse the
Purchasers for their reasonable out-of-pocket expenses, in
an amount not exceeding a total of $10,000, incurred in
connection with the financing contemplated by this
agreement.
(k) On and after the date this agreement becomes
effective and through the time of purchase, without the
prior written consent of the Representative, not to issue or
sell any first mortgage bonds (other than the Bonds) or any
other long-term debt of the Company having terms and
provisions substantially similar to the Bonds.
5. Warranties of and Indemnity by the Company:
(a) The Company warrants and represents to each of the
Purchasers that:
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(i) The Registration Statement, when it became
effective, did not contain any untrue statement of a
material fact or omit to state a material fact required
to be stated therein or necessary to make the
statements therein not misleading and the Bidding
Prospectus, on said date, did not contain any untrue
statement of a material fact or omit to state a
material fact necessary to make the statements therein,
in the light of the circumstances under which they were
made, not misleading; when the Prospectus Supplement is
filed with the Commission, and at the time of purchase,
the Registration Statement and the Prospectus, as they
may be amended or supplemented, will comply, or be
deemed to comply, in all material respects with the
provisions of the Securities Act and the rules and
regulations of the Commission thereunder, the
Registration Statement, as it may be amended or
supplemented, will not contain any untrue statement of
a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and the Prospectus,
as it may be amended or supplemented, will not contain
any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading, and all documents
incorporated therein by reference pursuant to Item 12
of Form S-3 as of such dates complied or will comply in
all material respects with the applicable provisions of
the Exchange Act and the rules and regulations of the
Commission thereunder, and, on said dates, when read
together with the Prospectus, or the Prospectus as it
may be otherwise amended or supplemented, will not
contain an untrue statement of a material fact or omit
to state a material fact necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, except that
the Company makes no warranty or representation to any
Purchaser with respect to any statements or omissions
made in reliance upon and in conformity with
information furnished in writing to the Company by, or
through the Representative on behalf of, any Purchaser
for use in the Registration Statement or the
Prospectus, or to any statements in or omissions from
that part of the Registration Statement that shall
constitute the Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939, as
amended, of the Trustee under the Indenture.
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(ii) The consummation of the transactions herein
contemplated and the performance by the Company of the
terms of this agreement will not violate any of the
terms, conditions or provisions of, or constitute a
default under, any indenture or other contract or
agreement to which the Company is now a party or the
charter or by-laws of the Company or any order of any
court or administrative agency entered in any
proceedings to which the Company is now a party.
(b) The Company agrees to indemnify and hold harmless
each of the Purchasers and each person, if any, who controls
any such Purchaser within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act or
otherwise, and to reimburse the Purchasers and such
controlling person or persons, if any, for any legal or
other expenses incurred by them in connection with defending
any actions, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in a preliminary prospectus (if used prior to
the effective date of the registration statement), or in the
Bidding Prospectus (if used prior to the date this agreement
becomes effective), or in the Registration Statement, or in
the Prospectus or, if the Company shall furnish to the
Purchasers any amendments or any supplements to the
Prospectus, or shall make any filings pursuant to Section 13
or 14 of the Exchange Act which are incorporated therein by
reference, in the Prospectus as so amended or supplemented
(provided that, if such Prospectus or such Prospectus as
amended or supplemented is used after the expiration of the
period of time specified in Section 4(f) hereof, it shall
contain such amendments or supplements as the Company deems
necessary to comply with Section 10(a)(3) of the Securities
Act), or arise out of or are based upon any omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses,
claims, damages, liabilities or actions arise out of or are
based upon any such untrue statement or omission or alleged
untrue statement or omission which was made in such
Registration Statement or Prospectus in reliance upon and in
conformity with information furnished in writing to the
Company by, or through the Representative on behalf of, any
Purchaser for use therein and except that this indemnity
with respect to a preliminary prospectus and the Bidding
Prospectus, and with respect to the Prospectus if the
-15-<PAGE>
Company shall have furnished any amendment or supplement
thereto, shall not inure to the benefit of any Purchaser (or
of any person controlling such Purchaser) on account of any
losses, claims, damages, liabilities or actions arising from
the sale of Bonds to any person if a copy of the Prospectus
(exclusive of documents incorporated therein by reference
pursuant to Item 12 of Form S-3), as the same may then be
amended or supplemented, shall not have been sent or given
by or on behalf of such Purchaser to such person with or
prior to the written confirmation of the sale involved.
Each Purchaser agrees, within ten days after the receipt by
it of notice of the commencement of any action in respect of
which indemnity may be sought by it, or by any person
controlling it, from the Company on account of its agreement
contained in this Section 5(b), to notify the Company in
writing of the commencement thereof, but the omission of
such Purchaser so to notify the Company of any such action
shall not release the Company from any liability which it
may have to such Purchaser or to such controlling person
otherwise than on account of the indemnity agreement
contained in this Section 5(b). In case any such action
shall be brought against any Purchaser or any such person
controlling such Purchaser and such Purchaser shall notify
the Company of the commencement thereof, as above provided,
the Company shall be entitled to participate in (and, to the
extent that it shall wish, including the selection of
counsel, to direct) the defense thereof at its own expense.
In case the Company elects to direct such defense and select
such counsel, any Purchaser or controlling person shall have
the right to employ its own counsel, but, in any such case,
the fees and expenses of such counsel shall be at the
expense of such Purchaser or controlling person unless the
employment of such counsel has been authorized in writing by
the Company in connection with defending such action.
The Company's indemnity agreement contained in this Section
5(b), and its covenants, warranties and representations contained
in this agreement, shall remain in full force and effect
regardless of any investigation made by or on behalf of any
Purchaser or controlling person, and shall survive the delivery
of and payment for the Bonds hereunder.
6. Warranties of and Indemnity by Purchasers:
(a) Each Purchaser warrants and represents to the
Company, its directors and such of its officers as shall
have signed the Registration Statement, and to each other
Purchaser that the information furnished in writing to the
Company by, or through the Representative on behalf of, such
-16-<PAGE>
Purchaser for use in the Registration Statement or the
Prospectus does not contain an untrue statement of a
material fact and does not omit to state a material fact in
connection with such information required to be stated
therein or necessary to make such information not
misleading.
(b) Each Purchaser agrees to indemnify and hold
harmless the Company, its directors and such of its officers
as shall have signed the Registration Statement, and each
other Purchaser and each person, if any, who controls the
Company or any such other Purchaser within the meaning of
Section 15 of the Securities Act, to the same extent and
upon the same terms as the indemnity agreement of the
Company set forth in Section 5(b) hereof, but only with
respect to untrue statements or omissions or alleged untrue
statements or omissions made in the Registration Statement
or the Prospectus, or the Prospectus as amended or
supplemented, in reliance upon and in conformity with
information furnished in writing to the Company by, or
through the Representative on behalf of, such Purchaser for
use therein.
The indemnity agreement on the part of each Purchaser
contained in this Section 6(b), and the warranties and
representations of such Purchaser contained in this agreement,
shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or other
Purchaser or controlling person, and shall survive the delivery
of and payment for the Bonds hereunder.
7. Substitution of Purchasers: If any Purchaser under this
agreement shall fail or refuse (whether for some reason
sufficient to justify, in accordance with the terms hereof, the
termination of its obligations to purchase or otherwise) to
purchase the principal amount of the Bonds which it has agreed to
purchase, the Company shall immediately notify the
Representative, and the Representative may, within 24 hours of
receipt of such notice, procure some other responsible party or
parties satisfactory to the Company, who may include one or more
of the remaining Purchasers, to purchase or agree to purchase
such principal amount of the Bonds on the terms herein set forth;
and, if the Representative shall fail to procure a satisfactory
party or parties to purchase or agree to purchase such principal
amount of the Bonds on such terms within such period after the
receipt of such notice, then the Company shall be entitled to an
additional period of 24 hours within which to procure another
party or parties to purchase or agree to purchase such principal
amount of the Bonds on the terms herein set forth. In any such
-17-<PAGE>
case, either the Representative or the Company shall have the
right to postpone the time of purchase for a period not to exceed
five full business days from the date determined as provided in
Section 2 hereof, in order that the necessary changes in the
Registration Statement and Prospectus and any other documents and
arrangements may be effected. If the Representative shall fail
to procure a satisfactory party or parties to purchase or agree
to purchase such principal amount of the Bonds, and if the
Company also does not procure another party or parties to
purchase or agree to purchase such principal amount of the Bonds,
as above provided, then this agreement shall terminate. In the
event of any such termination, the Company shall not be under any
liability to any Purchaser (except to the extent, if any,
provided in Section 4(j) hereof), nor shall any Purchaser (other
than a Purchaser who shall have failed or refused to purchase
Bonds without some reason sufficient to justify, in accordance
with the terms hereof, its termination of its obligations
hereunder) be under any liability to the Company.
8. Termination of Agreement: This agreement may be
terminated at any time prior to the time of purchase by the
Representative with the consent of Purchasers who have agreed to
purchase in the aggregate 50% or more of the Designated Principal
Amount of the Bonds, if, after this agreement becomes effective
and prior to the time of purchase, (i) trading in securities on
the New York Stock Exchange shall have been generally suspended,
(ii) minimum or maximum ranges for prices shall have been
generally established on the New York Stock Exchange by the
Commission or by the New York Stock Exchange, (iii) a general
banking moratorium shall have been declared by federal or New
York State authorities or (iv) there shall have occurred any
outbreak or escalation of major hostilities in which the United
States is involved, any declaration of war by the United States
Congress or any other substantial national or international
calamity or emergency affecting the United States, in any such
case provided for in clauses (i) through (iv) with the result
that, in the reasonable judgment of the Representative, the
marketability of the Bonds shall have been materially impaired.
If the Representative elects to terminate this agreement, as
provided in this Section 8, the Company and each other Purchaser
shall be notified promptly by the Representative by telephone,
confirmed in writing. If this agreement shall not be carried out
by any Purchaser for any reason permitted hereunder, or if the
sale of the Bonds to the Purchasers as herein contemplated shall
not be carried out because the Company is not able to comply with
the terms hereof, the Company shall not be under any obligation
under this agreement and shall not be liable to any Purchaser or
to any member of any selling group for the loss of anticipated
-18-<PAGE>
profits from the transactions contemplated by this agreement
(except that the Company shall remain liable to the extent
provided in Section 4(j) hereof) and the Purchasers (other than a
defaulting Purchaser) shall be under no liability to the Company
nor be under any liability under this agreement to one another.
9. Notices: All notices hereunder shall, unless otherwise
expressly permitted, be in writing and be delivered at or mailed
to the following addresses: if to the Purchasers or the
Representative, to the Representative at the address set forth
following its signature in the Form of Proposal, and, if to the
Company, to the Company, attention Carol A. Falcone, c/o Southern
Company Services, Inc., One Wall Street, 42nd Floor, New York, N.
Y. 10005, and attention of Kirby R. Willis, Vice President,
Treasurer and Chief Financial Officer, 600 East Bay Street,
Savannah, Georgia 31401.
10. Parties in Interest: The agreement herein set forth
has been and is made solely for the benefit of the Purchasers and
the Company, its directors and such of its officers as shall have
signed the Registration Statement, and the controlling persons,
if any, referred to in Sections 5 and 6 hereof, and their
respective successors, assigns, executors and administrators,
and, subject to the provisions of Section 7 hereof, no other
person shall acquire or have any right under or by virtue of this
agreement.
11. Definitions of Certain Terms: If there be two or more
persons, firms or corporations named in Exhibit A to the Form of
Proposal, the term "Purchasers", as used herein, shall be deemed
to mean the several persons, firms or corporations so named
(including any substitute purchaser or purchasers procured as
provided by Section 7 hereof and the Representative hereinafter
mentioned, if so named), and the term "Representative", as used
herein, shall be deemed to mean the person or persons designated
as representative or representatives of the Purchasers by, or in
the manner authorized by, the Purchasers, who, by signing the
Form of Proposal, represent that it or they have been authorized
by the Purchasers to execute the Form of Proposal on their behalf
and to act for them in the manner herein provided. In the event
that all the Purchasers execute the Form of Proposal and no one
or more of them are designated to act as representative or
representatives, then the term "Representative" shall be deemed
to mean all the persons signing the Form of Proposal. If the
Representative consists of more than one person, the
Representative may act by any one thereof. All obligations of
the Purchasers hereunder are several and not joint. If there
shall be only one person, firm or corporation named in Exhibit A
to the Form of Proposal, the term "Purchasers" and the term
-19-<PAGE>
"Representative", as used herein, shall mean such person, firm or
corporation.
-20-<PAGE>
EXHIBIT 1
[Letterhead of Bouhan, Williams & Levy]
[Date]
as the several Purchasers under Purchase
Contract effective between
Savannah Electric and Power Company and said Purchasers (the
"Purchase Contract") for the purchase of Savannah Electric and
Power Company First Mortgage Bonds, % Series
due (the "Bonds")
c/o
Ladies and Gentlemen:
We have acted as counsel to Savannah Electric and Power
Company (the "Company") in connection with the purchase by you
pursuant to the Purchase Contract of $ principal
amount of the Bonds, issued under the Indenture of Mortgage dated
as of March 1, 1945, between the Company and NationsBank of
Georgia, National Association, as trustee (the "Trustee"), as
supplemented and modified by various indentures supplemental
thereto including the Supplemental Indenture dated as of
(said Indenture of Mortgage, as so supplemented and
modified, being hereinafter called the "Indenture").
We have examined the Registration Statement on Form S-3
(File No. 33- ) filed by the Company under the Securities
Act of 1933, as amended (the "Act"), as it became effective under
the Act (the "Registration Statement"); the Company's prospectus
dated , as supplemented by the
prospectus supplement dated (the
"Prospectus"), filed by the Company pursuant to Rule 424 of the
rules and regulations of the Securities and Exchange Commission
(the "Commission") under the Act, which pursuant to Form S-3
incorporates by reference the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, _____, the
Quarterly Reports on Form 10-Q of the Company for the quarters
ended ___________________ and the Current Reports on Form 8-K of<PAGE>
the Company dated ___________________ (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and the Indenture. In
addition, we have examined, and have relied as to matters of fact
upon, the documents delivered to you at the closing (except the
Bonds, of which we have examined a specimen), and we have made
such other and further investigations as we deemed necessary to
enable us to express the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we hereby advise you that in our
opinion:
1. The Company has been duly incorporated and is
validly existing and in good standing as a corporation under
the laws of the State of Georgia and has due corporate
authority to carry on the public utility business in which
it is engaged and to own and operate the properties used by
it in such business.
2. The Indenture has been duly authorized, executed
and delivered by the Company and duly qualified under the
Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and, assuming due authorization, execution
and delivery thereof by the Trustee, constitutes a valid and
legally binding instrument of the Company enforceable in
accordance with its terms, subject to the qualifications
that the enforceability of the Company's obligations under
the Indenture and the Bonds may be limited by (a) laws of
the State of Georgia, where the property covered thereby is
located, affecting the remedies for the enforcement of the
security provided for in the Indenture, which laws do not,
in our opinion, make inadequate the remedies necessary for
the realization of the benefits of such security, (b)
bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally
and (c) general principles of equity.
3. The Indenture has been duly recorded in all
counties in which the property specifically described
therein is located and the Indenture is effective to create
the lien intended to be created thereby.
-2-<PAGE>
4. The Bonds have been duly authorized, executed and
issued by the Company and, assuming due authentication
thereof by the Trustee and upon payment and delivery in
accordance with the Purchase Contract and subject to the
qualifications set forth in paragraph 2 above, will
constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms and
entitled to the benefits and security of the Indenture
equally and ratably with the first mortgage bonds of the
other series presently outstanding under the Indenture.
5. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the New Bonds", insofar as they purport to constitute
summaries of the terms of documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
6. All orders, consents or other authorizations or
approvals of the Georgia Public Service Commission and the
Commission legally required for the issuance of the Bonds
have been obtained; and no other order, consent or other
authorization or approval of any governmental body (other
than in connection or in compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction, as to
which we express no opinion) is legally required for the
issuance of the Bonds by the Company.
7. The Purchase Contract has been duly authorized,
executed and delivered by the Company.
8. Except as otherwise stated under "Item
2-Properties" in the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, ____, the
Company has good and marketable title in fee simple to the
Company's interests in the principal plants and other
important units of the Company's property therein described,
and the Indenture constitutes, as security for the Bonds, a
direct first lien on substantially all the fixed property
and franchises owned by the Company, used and useful in its
public utility business, subject only to permitted
encumbrances, as therein defined, and upon the acquisition
hereafter by the Company of similar property in the State of
Georgia, will create such lien thereon, subject to liens
existing thereon at the time of acquisition and to the due
recordation of the Indenture in the counties in which such
property is located, and except as may be limited by
bankruptcy, insolvency, reorganization, moratorium and other
-3-<PAGE>
laws relating to or affecting creditors' rights generally
and general principles of equity.
We have not independently verified the accuracy,
completeness or fairness of the statements made or included in
the Registration Statement, the Prospectus or the Exchange Act
Documents and take no responsibility therefor, except as and to
the extent set forth in paragraph 5 above and in the Prospectus
in the third paragraph under the caption "Legal Opinions and
Experts". In the course of the preparation by the Company of the
Registration Statement, the Prospectus and the Exchange Act
Documents, we participated in conferences with certain officers
and employees of the Company, with other counsel for the Company
and with representatives of Arthur Andersen LLP. Based upon our
examination of the Registration Statement, the Prospectus and the
Exchange Act Documents, our investigations made in connection
with the preparation of the Registration Statement, the
Prospectus and the Exchange Act Documents and our participation
in the conferences referred to above, (i) we are of the opinion
that the Registration Statement, as of its effective date, and
the Prospectus, as of , complied as to form in
all material respects with the requirements of the Act, the Trust
Indenture Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of
their respective dates of filing with the Commission, complied as
to form in all material respects with the relevant requirements
of the Exchange Act and the applicable rules and regulations of
the Commission thereunder, except that in each case we express no
opinion as to the financial statements or other financial or
statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act
Documents, and (ii) we have no reason to believe that the
Registration Statement, as of its effective date (including the
Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary in order to make the statements therein not
misleading, or that the Prospectus (including the Exchange Act
Documents) contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except that in each case we
express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or
incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.
-4-<PAGE>
We are members of the State Bar of Georgia and we do not
express any opinion herein concerning any law other than the law
of the State of Georgia and the federal law of the United States.
This opinion is rendered to you in connection with the above
described transactions. This opinion may not be relied upon by
you for any other purpose, or relied upon by, or furnished to,
any other person, firm or corporation without our prior written
consent.
Very truly yours,
BOUHAN, WILLIAMS & LEVY
-5-<PAGE>
EXHIBIT 2
[Letterhead of Troutman Sanders]
[Date]
as the several Purchasers under Purchase
Contract effective between
Savannah Electric and Power Company and said Purchasers (the
"Purchase Contract") for the purchase of Savannah Electric and
Power Company First Mortgage Bonds, % Series
due (the "Bonds")
c/o
Ladies and Gentlemen:
We have acted as counsel to Savannah Electric and Power
Company (the "Company") in connection with the purchase by you
pursuant to the Purchase Contract of $ principal
amount of the Bonds, issued under the Indenture of Mortgage dated
as of March 1, 1945, between the Company and NationsBank of
Georgia, National Association, as trustee (the "Trustee"), as
supplemented and modified by various indentures supplemental
thereto including the Supplemental Indenture dated as of
(said Indenture of Mortgage, as so supplemented and
modified, being hereinafter called the "Indenture").
We have examined the Registration Statement on Form S-3
(File No. 33- ) filed by the Company under the Securities
Act of 1933, as amended (the "Act"), as it became effective under
the Act (the "Registration Statement"); the Company's prospectus
dated , as supplemented by the
prospectus supplement dated (the
"Prospectus"), filed by the Company pursuant to Rule 424 of the
rules and regulations of the Securities and Exchange Commission
(the "Commission") under the Act, which pursuant to Form S-3
incorporates by reference the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, _____, the
Quarterly Reports on Form 10-Q of the Company for the quarters
ended ______________________ and the Current Reports on Form 8-K<PAGE>
of the Company dated ___________________ (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and the Indenture. In
addition, we have examined, and have relied as to matters of fact
upon, the documents delivered to you at the closing (except the
Bonds, of which we have examined a specimen), and we have made
such other and further investigations as we deemed necessary to
enable us to express the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we hereby advise you that in our
opinion:
1. The Company has been duly incorporated and is
validly existing and in good standing as a corporation under
the laws of the State of Georgia and has due corporate
authority to carry on the public utility business in which
it is engaged and to own and operate the properties used by
it in such business.
2. The Indenture has been duly authorized, executed
and delivered by the Company and duly qualified under the
Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and, assuming due authorization, execution
and delivery thereof by the Trustee, constitutes a valid and
legally binding instrument of the Company enforceable in
accordance with its terms, subject to the qualifications
that the enforceability of the Company's obligations under
the Indenture and the Bonds may be limited by (a) laws of
the State of Georgia, where the property covered thereby is
located, affecting the remedies for the enforcement of the
security provided for in the Indenture, which laws do not,
in our opinion, make inadequate the remedies necessary for
the realization of the benefits of such security, (b)
bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally
and (c) general principles of equity.
3. The Bonds have been duly authorized, executed and
issued by the Company and, assuming due authentication
thereof by the Trustee and upon payment and delivery in
accordance with the Purchase Contract and subject to the
-2-<PAGE>
qualifications set forth in paragraph 2 above, will
constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms and
entitled to the benefits and security of the Indenture
equally and ratably with the first mortgage bonds of the
other series presently outstanding under the Indenture.
4. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the New Bonds", insofar as they purport to constitute
summaries of the terms of documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
5. All orders, consents or other authorizations or
approvals of the Georgia Public Service Commission and the
Commission legally required for the issuance of the Bonds
have been obtained; and no other order, consent or other
authorization or approval of any governmental body (other
than in connection or in compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction, as to
which we express no opinion) is legally required for the
issuance of the Bonds by the Company.
6. The Purchase Contract has been duly authorized,
executed and delivered by the Company.
We are not passing upon matters relating to the lien of the
Indenture on property now owned or hereafter acquired by the
Company, the recordation or filing of the Indenture or any
related financing statements, the title of the Company to its
properties or the franchises of the Company. As to certain of
such matters there is being furnished to you the opinion, dated
the date hereof, of Bouhan, Williams & Levy, general counsel for
the Company.
We have not independently verified the accuracy,
completeness or fairness of the statements made or included in
the Registration Statement, the Prospectus or the Exchange Act
Documents and take no responsibility therefor, except as and to
the extent set forth in paragraph 4 above. In the course of the
preparation by the Company of the Registration Statement, the
Prospectus and the Exchange Act Documents, we participated in
conferences with certain officers and employees of the Company,
with other counsel for the Company and with representatives of
Arthur Andersen LLP. Based upon our examination of the
Registration Statement, the Prospectus and the Exchange Act
Documents, our investigations made in connection with the
preparation of the Registration Statement, the Prospectus and the
-3-<PAGE>
Exchange Act Documents and our participation in the conferences
referred to above, (i) we are of the opinion that the
Registration Statement, as of its effective date, and the
Prospectus, as of , complied as to form in all
material respects with the requirements of the Act, the Trust
Indenture Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of
their respective dates of filing with the Commission, complied as
to form in all material respects with the relevant requirements
of the Exchange Act and the applicable rules and regulations of
the Commission thereunder, except that in each case we express no
opinion as to the financial statements or other financial or
statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act
Documents, and (ii) we have no reason to believe that the
Registration Statement, as of its effective date (including the
Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary in order to make the statements therein not
misleading, or that the Prospectus (including the Exchange Act
Documents) contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except that in each case we
express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or
incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.
We are members of the State Bar of Georgia and we do not
express any opinion herein concerning any law other than the law
of the State of Georgia and the federal law of the United States.
This opinion is rendered to you in connection with the above
described transactions. This opinion may not be relied upon by
you for any other purpose, or relied upon by, or furnished to,
any other person, firm or corporation without our prior written
consent.
Very truly yours,
TROUTMAN SANDERS
-4-<PAGE>
EXHIBIT 3
[Letterhead of Dewey Ballantine]
[Date]
as the several Purchasers under Purchase
Contract effective , between
Savannah Electric and Power Company and said Purchasers (the
"Purchase Contract") for the purchase of Savannah Electric and
Power Company First Mortgage Bonds, % Series
due (the "Bonds")
c/o
Ladies and Gentlemen:
We have acted as your counsel in connection with the
purchase by you pursuant to the Purchase Contract of $
principal amount of the Bonds, issued under the Indenture of
Mortgage dated as of March 1, 1945, between Savannah Electric and
Power Company (the "Company") and NationsBank of Georgia,
National Association, as Trustee (the "Trustee"), as supplemented
and modified by various indentures supplemental thereto including
the Supplemental Indenture dated as of (said Indenture of
Mortgage, as so supplemented and modified, being hereinafter
called the "Indenture").
We have examined the Registration Statement on Form S-3
(File No. 33- ) filed by the Company under the Securities
Act of 1933, as amended (the "Act"), as it became effective under
the Act (the "Registration Statement"); the Company's prospectus
dated , as supplemented by the prospectus
supplement dated (the "Prospectus"), filed by
the Company pursuant to Rule 424 of the rules and regulations of
the Securities and Exchange Commission (the "Commission") under
the Act, which pursuant to Form S-3 incorporates by reference the
Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, ____, the Quarterly Reports on Form 10-Q of
the Company for the quarters ended __________________ and the
Current Reports on Form 8-K of the Company dated ___________ (the
"Exchange Act Documents"), each as filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and the
Indenture. In addition, we have examined, and have relied as to
matters of fact upon, the documents delivered to you at the
closing (except the Bonds, of which we have examined a specimen),<PAGE>
and we have made such other and further investigations as we
deemed necessary to enable us to express the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we hereby advise you that in our
opinion:
1. The Company has been duly incorporated and is
validly existing and in good standing as a corporation under
the laws of the State of Georgia and has due corporate
authority to carry on the public utility business in which
it is engaged and to own and operate the properties used by
it in such business.
2. The Indenture has been duly authorized, executed
and delivered by the Company and duly qualified under the
Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and, assuming due authorization, execution
and delivery thereof by the Trustee, constitutes a valid and
legally binding instrument of the Company enforceable in
accordance with its terms, subject to the qualifications
that the enforceability of the Company's obligations under
the Indenture and the Bonds may be limited by (a) laws of
the State of Georgia, where the property covered thereby is
located, affecting the remedies for the enforcement of the
security provided for in the Indenture, which laws do not,
in our opinion, make inadequate the remedies necessary for
the realization of the benefits of such security, (b)
bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally
and (c) general principles of equity.
3. The Bonds have been duly authorized, executed and
issued by the Company and, assuming due authentication
thereof by the Trustee and upon payment and delivery in
accordance with the Purchase Contract and subject to the
qualifications set forth in paragraph 2 above, will
constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms and
entitled to the benefits and security of the Indenture
-2-<PAGE>
equally and ratably with the first mortgage bonds of the
other series presently outstanding under the Indenture.
4. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the New Bonds", insofar as they purport to constitute
summaries of the terms of documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
5. All orders, consents or other authorizations or
approvals of the Georgia Public Service Commission and the
Commission legally required for the issuance of the Bonds
have been obtained; and no other order, consent or other
authorization or approval of any governmental body (other
than in connection or in compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction, as to
which we express no opinion) is legally required for the
issuance of the Bonds by the Company.
6. The Purchase Contract has been duly authorized,
executed and delivered by the Company.
All legal proceedings taken by the Company in connection
with the authorization and delivery of the Bonds, and the legal
opinions dated the date hereof rendered to you by Bouhan,
Williams & Levy and Troutman Sanders, counsel for the Company,
pursuant to the Purchase Contract, are in form satisfactory to
us. Insofar as the opinions expressed herein relate to or are
dependent upon matters governed by the laws of the State of
Georgia, we have relied upon the aforesaid opinions of Bouhan,
Williams & Levy and Troutman Sanders.
We are not passing upon matters relating to the lien of the
Indenture on property now owned or hereafter acquired by the
Company, the recordation or filing of the Indenture or any
related financing statements, the title of the Company to its
properties or the franchises of the Company. As to certain of
such matters there is being furnished to you the above-mentioned
opinion of Bouhan, Williams & Levy.
We have not independently verified the accuracy,
completeness or fairness of the statements made or included in
the Registration Statement, the Prospectus or the Exchange Act
Documents and take no responsibility therefor, except as and to
the extent set forth in paragraph 4 above. In the course of the
preparation by the Company of the Registration Statement, the
Prospectus and the Exchange Act Documents, we participated in
conferences with certain officers and employees of the Company,
-3-<PAGE>
with representatives of Arthur Andersen LLP and with counsel for
the Company. Based upon our examination of the Registration
Statement, the Prospectus and the Exchange Act Documents, our
investigations made in connection with the preparation of the
Registration Statement and the Prospectus and our participation
in the conferences referred to above, (i) we are of the opinion
that the Registration Statement, as of its effective date, and
the Prospectus, as of , complied as to form in all
material respects with the requirements of the Act, the Trust
Indenture Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of
their respective dates of filing with the Commission, complied as
to form in all material respects with the relevant requirements
of the Exchange Act and the applicable rules and regulations of
the Commission thereunder, except that in each case we express no
opinion as to the financial statements or other financial or
statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act
Documents, and (ii) we have no reason to believe that the
Registration Statement, as of its effective date (including the
Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary in order to make the statements therein not
misleading, or that the Prospectus (including the Exchange Act
Documents) contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except that in each case we
express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or
incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.
We are members of the Bar of the State of New York and we do
not express any opinion herein concerning any law other than the
law of the State of New York and the federal law of the United
States and, to the extent set forth herein, the laws of the State
of Georgia.
This opinion is rendered to you in connection with the above
described transactions. This opinion may not be relied upon by
you for any other purpose, or relied upon by, or furnished to,
any other person, firm or corporation without our prior written
consent.
Very truly yours,
-4-<PAGE>
DEWEY BALLANTINE
-5-<PAGE>
Exhibit 4
SAVANNAH ELECTRIC AND POWER COMPANY
to
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION
Trustee.
____________________
Twenty-eighth Supplemental Indenture
Dated as of May 1, 1995
____________________
Supplementing and Modifying Indenture of Mortgage
dated as of March 1, 1945
and
Creating First Mortgage Bonds,
7 7/8% Series due May 1, 2025
<PAGE>
THIS TWENTY-EIGHTH SUPPLEMENTAL INDENTURE dated as of May 1,
1995, made by SAVANNAH ELECTRIC AND POWER COMPANY (its federal
identification number being 58-0418070), a Georgia corporation
(hereinafter called the "Company"), party of the first part, and
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, formerly The
Citizens and Southern National Bank of Savannah, Georgia, a
national banking association duly organized and existing under
the laws of the United States of America (its federal
identification number being 58-0193243), and having its principal
corporate trust office in the City of Atlanta in the State of
Georgia (hereinafter sometimes called the "Trustee"), party of
the second part.
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture of Mortgage dated as of March 1, 1945
(hereinafter called the "Original Indenture"), to secure, as
provided therein, its bonds (in the Original Indenture and herein
sometimes called the "Bonds"), to be designated generally as its
"First Mortgage Bonds", and to be issued in one or more series as
provided in the Original Indenture; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee a First Supplemental Indenture dated as of March
1, 1948, a Second Supplemental Indenture dated as of December 1,
1953, a Third Supplemental Indenture dated as of October 1, 1954,
a Fourth Supplemental Indenture dated as of May 1, 1956, a Fifth
Supplemental Indenture dated as of November 1, 1957, a Sixth
Supplemental Indenture dated as of June 1, 1960, a Seventh
Supplemental Indenture dated as of April 1, 1964, an Eighth
Supplemental Indenture dated as of November 1, 1970, a Ninth
Supplemental Indenture dated as of March 31, 1973, a Tenth
Supplemental Indenture dated as of November 1, 1974, an Eleventh
Supplemental Indenture dated as of March 1, 1975, a Twelfth
Supplemental Indenture dated as of October 15, 1975, a Thirteenth
Supplemental Indenture dated as of July 15, 1976, a Fourteenth
Supplemental Indenture dated as of February 1, 1978, a Fifteenth
Supplemental Indenture dated as of December 1, 1978, a Sixteenth
Supplemental Indenture dated as of July 1, 1981, a Seventeenth
Supplemental Indenture dated as of December 1, 1981, an
Eighteenth Supplemental Indenture dated as of April 1, 1982, a
Nineteenth Supplemental Indenture dated as of January 15, 1983,
as amended, a Twentieth Supplemental Indenture dated as of May 1,
1985, a Twenty-first Supplemental Indenture dated as of June 1,
1986, a Twenty-second Supplemental Indenture dated as of October
1, 1989, a Twenty-third Supplemental Indenture dated as of July
1, 1991, a Twenty-fourth Supplemental Indenture dated as of
February 1, 1992, a Twenty-fifth Supplemental Indenture dated as
of July 1, 1992, a Twenty-sixth Supplemental Indenture dated as
of January 1, 1993, and a Twenty-seventh Supplemental Indenture
as of July 1, 1993, in each case supplementing and, in certain
instances, modifying the Original Indenture, and each of which
indentures provided for the creation of one or more new series of
<PAGE>
First Mortgage Bonds; and
WHEREAS, pursuant to the Original Indenture, as so
supplemented and modified, there have been executed,
authenticated, delivered and issued and there are now outstanding
First Mortgage Bonds of series and in principal amounts as
follows:
Title Issued Outstanding
9 3/8% Series due 2021 30,000,000 29,400,000
6 3/4% Pollution Control
Series due 2022 13,870,000 13,870,000
8.30% Series due 2022 30,000,000 30,000,000
Pollution Control Series
due 2016 4,085,000 4,085,000
6 3/8% Series due 2003 20,000,000 20,000,000
7.40% Series due 2023 25,000,000 25,000,000
and
WHEREAS, the Company desires to execute and deliver this
Twenty-eighth Supplemental Indenture, in accordance with the
provisions of the Original Indenture, for the purpose of better
assuring, mortgaging, conveying and confirming unto the Trustee
certain additional property acquired by the Company since the
execution and delivery of the Twenty-seventh Supplemental
Indenture which by the terms of the Original Indenture is or is
intended to be subject to the lien thereof, for the purpose of
adding to the covenants and agreements of the Company contained
in the Original Indenture other covenants and agreements
hereafter to be observed by the Company, and for the purpose of
providing for the creation of a new series of Bonds to be
designated, "First Mortgage Bonds, 7 7/8% Series due May 1, 2025"
(hereinafter sometimes called the "Bonds of the 2025 Series")
(the new Bonds of the 2025 Series being hereinafter sometimes
referred to as the "new Bonds") (the Original Indenture as
heretofore supplemented and/or modified by the aforesaid twenty-
seven supplemental indentures and as supplemented and modified by
this Twenty-eighth Supplemental Indenture being herein sometimes
called the "Indenture"); and
WHEREAS, all acts and proceedings required by law and by the
charter and by-laws of the Company necessary to make the
$15,000,000.00 principal amount of Bonds of the 2025 Series
proposed to be initially issued, when executed by the Company,
authenticated and delivered by the Trustee and duly issued, the
valid, binding and legal obligations of the Company,
respectively, and to constitute the Indenture a valid and binding
mortgage and deed of trust for the security of all of the Bonds,
in accordance with its and their terms, have been done and taken;
-2-
<PAGE>
and the execution and delivery of this Twenty-eighth Supplemental
Indenture have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to
secure the payment of the principal of and premium, if any, and
interest on all Bonds at any time issued and outstanding under
the Indenture according to their tenor, purport and effect, and
to secure the performance and observance of all the covenants and
conditions in said Bonds and in the Indenture contained and for
and in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Bonds
of the 2025 Series, by the registered owners thereof, and of the
sum of $1.00 lawful money of the United States of America duly
paid to the Company by the Trustee at or before the ensealing and
delivery hereof, and for other valuable considerations, the
receipt whereof is hereby acknowledged, Savannah Electric and
Power Company has executed and delivered this Twenty-eighth
Supplemental Indenture, and has granted, bargained, sold,
warranted, aliened, conveyed, assigned, transferred, mortgaged,
pledged, hypothecated, set over and confirmed, and by these
presents does grant, bargain, sell, warrant, alien, convey,
assign, transfer, mortgage, pledge, hypothecate, set over and
confirm, unto NationsBank of Georgia, National Association, as
Trustee, and to its successors in the trust, and to its assigns,
forever, all and singular the following described property,
rights, privileges and franchises acquired by the Company since
the execution and delivery of the Twenty-seventh Supplemental
Indenture, to-wit:
CLAUSE I.
All property, real, personal or mixed, tangible or
intangible (other than excepted property as hereinafter defined)
of every kind, character and description.
CLAUSE II.
Without in any way limiting anything in Clause I above or
hereinafter described, all and singular the lands, real estate,
chattels real, interests in land, leaseholds, ways, rights-of-
way, easements, servitudes, permits and licenses, lands under
water, riparian rights, franchises, privileges, gas and electric
generating plants, gas storage plants and facilities, water
works, natural or other gas and electric transmission and
distribution systems, gas gathering systems and tap lines, water
works plants and water distribution systems, refrigeration plants
and systems, hot water and steam heating plants and distribution
systems, and all apparatus and equipment appertaining thereto,
offices, buildings, warehouses, garages, and other structures,
machine shops, poles, lines, conduits, ducts, machinery, engines,
boilers, dynamos, generators, motors, tools, materials and
supplies and all property of any nature appertaining to any of
-3-
<PAGE>
the plants, systems, business or operations of the Company,
whether or not affixed to the realty, used in the operation of
any of the premises or plants or systems or otherwise, other than
excepted property as hereinafter defined.
CLAUSE III.
All corporate, federal, state, municipal and other permits,
consents, licenses, bridge licenses, bridge rights, river
permits, franchises, grants, privileges and immunities of every
kind and description (other than excepted property as hereinafter
defined) and all renewals, extensions, enlargements and
modifications of any of them.
CLAUSE IV.
Also all other property, real, personal or mixed, tangible
or intangible (other than excepted property as hereinafter
defined) of every kind, character and description and wheresoever
situated, whether or not useful in the generation, manufacture,
production, transportation, distribution, sale or supplying of
gas, electricity, water, hot water or steam or refrigeration.
CLAUSE V.
Together with all and singular the plants, buildings,
improvements, additions, tenements, hereditaments, easements,
rights, privileges, licenses and franchises and all other
appurtenances whatsoever belonging or in any wise appertaining to
any of the property hereby mortgaged or pledged or intended so to
be, or any part thereof, and the reversion and reversions,
remainder and remainders, and the rents, revenues, issues,
earnings, income, products and profits thereof, and of every part
and parcel thereof, and all the estate, right, title, interest,
property, claim and demand of every nature whatsoever of the
Company at law, in equity or otherwise howsoever, in, of and to
such property and every part and parcel thereof.
-4-
<PAGE>
EXCEPTED PROPERTY
There is, however, expressly excepted and excluded from this
Twenty-eighth Supplemental Indenture and from the lien and
operation of the Indenture:
A. Any and all property expressly excepted and
excluded from the Original Indenture and from the lien and
operation thereof by Paragraph A under the heading "Excepted
Property" of the Granting Clauses of the Original Indenture
and of the character excepted by Paragraphs B to H, both
inclusive, under said heading "Excepted Property" of the
Granting Clauses of the Original Indenture; and
B. All property which has been released by the Trustee
or otherwise properly disposed of by the Company free from
the lien of the Original Indenture, as supplemented and
modified, in accordance with the provisions thereof.
Provided, however, that if upon the occurrence of an event
of default as provided in the Indenture, the Trustee or any
receiver appointed under the Indenture or upon the application of
the Trustee or the holders of Bonds outstanding under the
Indenture shall enter upon or take possession of the trust estate
thereunder, the Trustee or such receiver may, to the extent
permitted by law, at the same time likewise take possession of
any and all of the property hereinabove excepted and reserved
from the lien of the Indenture then on hand which is used or
useful in connection with the business of the Company and use and
administer the same, to the extent permitted by law, to the same
extent as if such property were part of the trust estate under
the Indenture, unless and until such default shall be remedied
and possession of the trust estate restored to the Company, its
successors or assigns.
TO HAVE AND TO HOLD all and singular the lands, properties,
estates, rights, franchises, privileges and appurtenances hereby
mortgaged, conveyed, pledged or assigned, or intended so to be,
together with all the appurtenances thereto appertaining and the
rents, issues and profits thereof, unto the Trustee and its
successors and assigns, forever;
SUBJECT, HOWEVER, to (a) the exceptions, reservations,
restrictions, conditions, limitations, covenants and matters, if
any, recited in the Indenture, (b) any permitted encumbrances as
defined in Subsection B of Section 1.11 of the Original Indenture
and (c) with respect to any property which the Company may
hereafter acquire, to all terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided in
the deeds or other instruments, respectively, under and by virtue
of which the Company shall hereafter acquire the same and to any
liens thereon existing, and to any liens for unpaid portions of
-5-
<PAGE>
the purchase money placed thereon, at the time of such
acquisition;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
use, benefit, security and protection of those who from time to
time shall hold the Bonds of each series and coupons
authenticated and delivered under the Indenture, and duly issued
by the Company, without any discrimination, preference or
priority of any one Bond or coupon over any other by reason of
priority in the time of issue, sale or negotiation thereof or
otherwise, except as provided in Section 11.28 of the Original
Indenture, so that, subject to said Section 11.28, each and all
of said Bonds of each series and coupons shall have the same
right, lien and privilege under the Indenture and shall be
equally secured thereby and shall have the same proportionate
interest and share in the trust estate, with the same effect as
if all of the Bonds of each series and coupons had been issued,
sold and negotiated simultaneously on the date of the delivery of
the Original Indenture;
AND UPON THE TRUSTS, USES AND PURPOSES and subject to the
covenants, agreements and conditions hereinafter set forth and
declared.
ARTICLE ONE
BONDS OF THE 2025 SERIES AND
CERTAIN PROVISIONS RELATING THERETO
Section 1.01. Terms of the New Bonds. There shall be and
hereby is created a series of new Bonds, to be issued under and
secured by the Original Indenture, as heretofore supplemented and
modified and as hereby supplemented and modified, known as and
entitled "First Mortgage Bonds, 7 7/8% Series due May 1, 2025"
and the form thereof shall be substantially as hereinafter set
forth in Section 1.06.
The principal amount of the new Bonds of such Series shall
not be limited except as provided in Section 2.01 of the Original
Indenture and except as may otherwise be provided in a further
indenture supplemental thereto.
The definitive new Bonds of such Series shall be issued only
as registered Bonds without coupons of the denomination of $1,000
or of any multiple thereof. May 1, 1995, shall be the date of
the commencement of the first interest period for new Bonds of
such Series. All new Bonds of the 2025 Series shall mature May
1, 2025. Bonds of the 2025 Series shall bear interest at the
rate of 7 7/8% per annum from the date thereof until the payment
of the principal thereof, such interest to be payable semi-
annually on May 1 and November 1 in each year commencing November
1, 1995. The principal of, and the premium, if any, and interest
on, the new Bonds of such Series shall be payable in lawful money
-6-
<PAGE>
of the United States of America. Principal of and premium, if
any, on new Bonds of such Series will be payable at the principal
corporate trust office in the City of Atlanta, Georgia, of the
Trustee, or, at the option of the holders, at the agency office
of the Trustee in New York City; except that, in case of the
redemption as a whole at any time of new Bonds then outstanding,
the Company may designate in the redemption notice other offices
or agencies, at which, at the option of the holders, Bonds of
such Series may be surrendered for redemption and payment.
Except as hereinafter provided, interest on new Bonds of such
Series shall be payable at the principal corporate trust office
in the City of Atlanta, Georgia, of the Trustee, or, at the
option of the holders, at the agency office of the Trustee in New
York City, to the holder of record on the record date as
hereinbelow defined. Interest on the new Bonds of such Series
shall, unless otherwise directed by the holders thereof, be paid
by checks payable to the order of the persons entitled thereto,
mailed by the Trustee by first class mail, postage prepaid, to
their addresses as they appear on the registration books of the
Company for new Bonds of such Series.
The signature of any officer or officers of the Company
executing any new Bonds of such Series or attesting the corporate
seal thereon may be facsimiles, engraved or printed.
The definitive new Bonds of such Series may be issued in the
form of Bonds engraved, printed or lithographed on steel engraved
borders.
Notwithstanding any provisions in the Indenture to the
contrary and except as provided in this Section 1.01, each Bond
of such Series shall be dated as provided in Section 2.05 of the
Original Indenture, and shall bear interest on the principal
amount thereof from the date thereof, or if the date thereof is
prior to October 15, 1995, then from May 1, 1995, or if the date
thereof be an interest payment date to which interest is being
paid or a date between the record date for any such an interest
payment date and such interest payment date, then from such
interest payment date; provided, however, that if there shall be
an existing default in the payment of interest on new Bonds of
such Series then, unless moneys sufficient for the payment of
interest on the next interest payment date shall have been
deposited with the Trustee, Bonds authenticated between the
record date and payment date shall bear interest from the next
preceding date to which interest has been paid on the new Bonds
of such Series, or if no interest has been paid, from May 1,
1995.
Notwithstanding any provisions in the Indenture to the
contrary, the person in whose name any new Bond of such Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any interest payment date
-7-
<PAGE>
for such Series shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such new Bond of such Series upon any transfer or
exchange thereof (including any exchange effected as an incident
to a partial redemption thereof) subsequent to the record date
and prior to such interest payment date, except that, if and to
the extent that the Company shall default in the payment of the
interest due on such interest payment date, then the registered
holders of new Bonds of such Series on such record date shall
have no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and the
persons entitled to receive payment of any defaulted interest
thereafter payable or paid on any new Bonds of such Series shall
be the registered holders of such new Bonds of such Series on the
record date for payment of such defaulted interest. The term
"record date" as used in this Section 1.01, and in the form of
the new Bonds of such Series, with respect to any interest
payment date applicable to the new Bonds of such Series, shall
mean the close of business on the April 15 next preceding the May
1 interest payment date, or the October 15 next preceding the
November 1 interest payment date, as the case may be (or the
preceding business day if a holiday or other day on which the
office of the Trustee is closed), or such record date established
for defaulted interest as hereinafter provided.
In case of failure by the Company to pay any interest when
due the claim for such interest shall be deemed to have been
transferred by transfer of any new Bond of such Series registered
on the books of the Company and the Company, by not less than 10
days' written notice to bondholders, may fix a subsequent record
date, not more than 30 days prior to the date fixed for the
payment of such interest, for determination of holders entitled
to payment of such interest. Such provision for establishment of
a subsequent record date, however, shall in no way affect the
rights of bondholders or of the Trustee consequent on any
default.
As permitted by the provisions of Section 2.10 of the
Indenture and upon payment at the option of the Company of a sum
sufficient to reimburse it for any stamp tax or other
governmental charge as provided in Section 2.11 of the Indenture,
new Bonds of such Series may be exchanged for other registered
Bonds of such Series of different authorized denominations of
like aggregate principal amount. Notwithstanding the provisions
of Section 2.11 of the Indenture, no further sum, other than the
sum sufficient to reimburse the Company for such stamp taxes or
other governmental charges, shall be required to be paid upon any
exchange of Bonds of such Series or upon any transfer thereof.
The Trustee hereunder shall, by virtue of its office as such
Trustee, be the registrar and transfer agent of the Company for
the purpose of registering and transferring new Bonds of such
-8-
<PAGE>
Series, and be the paying agent for the new Bonds of such Series.
Notwithstanding any provision in the Indenture to the contrary,
neither the Company nor the Trustee shall be required to make
transfers or exchanges of Bonds of such Series for a period of
fifteen days next preceding any designation of Bonds of such
Series to be redeemed and neither the Company nor the Trustee
shall be required to make transfers or exchanges of any bonds
designated in whole for redemption or that part of any bond
designated in part for redemption.
Section 1.02. Redemption Provisions for Bonds of the 2025
Series. The Bonds of the 2025 Series shall be subject to
redemption prior to maturity, as a whole at any time or in part
from time to time,
(a) prior to May 1, 2000, new Bonds of the 2025 Series
shall not be redeemable at the option of the Company or by
operation of the sinking fund provided for new Bonds of such
Series in Section 1.03 hereof or the sinking fund provisions
of any other indenture or indentures supplemental to the
Original Indenture, the improvement fund provided for in
Section 4.04 of the Original Indenture and in Section 1.04
hereof, or by use of proceeds of released property;
(b) on or after May 1, 2000, any or all of the new
Bonds of the 2025 Series shall be redeemable at the option
of the Company, upon payment of the applicable percentage of
the principal amount thereof during the respective periods
set forth under the heading "Regular Redemption Price" in
the tabulation in the form of the Bonds of the 2025 Series
set forth in Section 1.06 hereof; or
(c) on or after May 1, 2000, upon payment of the
applicable percentage of the principal amount thereof during
the respective periods set forth in said tabulation under
the heading "Special Redemption Price," either
(i) through the application of cash deposited
with the Trustee for the sinking fund for the new Bonds
of such Series provided for in Section 1.03 hereof or
pursuant to the sinking fund provisions of any other
indenture or indentures supplemental to the Original
Indenture; or
(ii) on or after May 1, 2000, through the
operation of the improvement fund provided for in
Section 4.04 of the Original Indenture and in Section
1.04 hereof; or
(iii) on or after May 1, 2000, through the
application of cash deposited with the Trustee as
proceeds of released property pursuant to Article Six
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<PAGE>
of the Original Indenture; or
(iv) in the event that all or substantially all of
the outstanding common stock of the Company shall be
acquired by any municipal or governmental body, agency,
instrumentality or authority which has the power of
eminent domain or the right to purchase or order the
purchase of the trust estate or any nominee of any
thereof and the Company shall elect to redeem all of
the Bonds outstanding under the Indenture on a date
within 12 months after such acquisition;
together in any case with interest accrued thereon to the
redemption date, upon not less than thirty days' nor more than
ninety days' notice given by first class mail, postage prepaid,
to the holders of record, at the date of such notice, of each of
the Bonds of the 2025 Series affected, at his address as shown on
the registration books of the Company for Bonds of the 2025
Series. Such notice shall be sufficiently given if deposited in
the United States mail within such period. Neither the failure
to mail such notice, nor any defect in any notice so mailed to
any holder, shall affect the sufficiency of such notice with
respect to other holders. The foregoing provision with respect
to notice shall be subject to all other conditions and provisions
of the Indenture not inconsistent herewith.
Section 1.03. Sinking Fund for the New Bonds. The Company
covenants and agrees that, so long as any new Bonds of such
Series shall be outstanding under the Indenture, it will on or
before June 1 in each year, commencing with June 1, 1996,
(a) deposit with the Trustee subject to the provisions
of this Section cash and/or Bonds of any series
authenticated under the Indenture then outstanding (taken at
their principal amount) in an amount equal to the "sinking
fund requirement" with respect to the new Bonds of such
Series (which term, as used in this Section, shall mean for
any year an amount equal to one (1%) per centum of the
aggregate principal amount of Bonds of such Series
authenticated and delivered by the Trustee pursuant to the
provisions of Sections 5.03, 5.04 and 5.05 of the Indenture
and issued by the Company prior to January 1 of that year,
after deducting from such aggregate principal amount the
principal amount of Bonds of such Series which, prior to
January 1 of that year, have been deposited with the Trustee
for cancellation as the basis for the release of property or
for the withdrawal of cash representing proceeds of released
property or have been purchased or redeemed by the use of
proceeds of released property); or
(b) to the extent that it does not so deposit cash
and/or Bonds, deliver to the Trustee a certificate of
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available additions in the form provided for in Section 3.03
of the Indenture, in which case the Trustee shall credit
against the sinking fund requirement with respect to the new
Bonds of such Series an amount equal to 60% of the amount of
available additions made the basis of such action as shown
in Item 6 of such certificate.
The term "sinking fund certificate", as used in this
Section, shall mean a certificate filed by the Company with the
Trustee pursuant to this Section, which shall be an officers'
certificate and which, unless one of the officers signing the
same is an accountant, shall also be subscribed by an accountant.
Such certificate may be a separate certificate with respect to
the new Bonds of such Series or it may be combined with a sinking
fund certificate or certificates filed pursuant to the sinking
fund provisions of any other indenture or indentures supplemental
to the Original Indenture.
On or before the first day of June in each year beginning
June 1, 1996, so long as any Bonds of such Series are outstanding
under the Indenture, the Company shall deliver to the Trustee a
sinking fund certificate showing the sinking fund requirement
with respect to such Series for that year, the amount of cash, if
any, and the principal amount of Bonds authenticated under the
Indenture then outstanding, if any, then to be deposited by the
Company with the Trustee and, if the Company elects to satisfy
the sinking fund requirement with respect to such Series for that
year in whole or in part by crediting available additions, the
amount, if any, of available additions to be credited. The
Company shall, concurrently with the delivery to the Trustee of
such certificate, deposit with the Trustee the amount of cash, if
any, and the principal amount of Bonds, if any, shown in such
certificate.
The Trustee shall hold any cash deposited with it under the
provisions of this Section as a part of the trust estate until
paid out as hereinafter provided. Any cash deposited with the
Trustee under the provisions of this Section, at the request and
election of the Company, may be withdrawn from, and/or shall be
applied by, the Trustee from time to time as provided in Sections
7.02, 7.03, 7.04 or 7.05 of the Indenture; provided, however,
such cash may be withdrawn as provided in said Section 7.02 in an
amount up to but not exceeding 60% of the amount of available
additions.
Bonds deposited with the Trustee pursuant to this Section,
or purchased or redeemed by the use of cash deposited pursuant to
this Section, shall be cancelled and, as long as any Bonds of
such Series are outstanding under the Indenture, shall not be
made the basis for the authentication and delivery of Bonds or of
any further action or credit under the Indenture.
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So long, but only so long, as any of the Bonds of such
Series are outstanding, no property additions which have been
made the basis of a credit to the sinking fund requirement for
the Bonds of such Series pursuant to clause (b) of the first
paragraph of this Section shall be made the basis of the
authentication and delivery of Bonds or of any other action or
credit under the Indenture and any such property additions shall
be deemed to have been "certified or substituted hereunder"
within the meaning of Subsection G of Section 1.10 of the
Original Indenture.
Section 1.04. Improvement Fund, Minimum Provision for
Depreciation, Net Earnings Available for Interest. The
provisions of Section 4.04 of the Original Indenture as to an
improvement fund shall continue in effect; provided, however, the
term "minimum provision for depreciation" shall have the meaning
specified in Section 2.01 of the Twenty-second Supplemental
Indenture. The amount to be deducted as provision for
depreciation, obsolescence and/or depletion of the Company's
bondable public utility property in determining net earnings
available for interest pursuant to Section 1.12 of the Original
Indenture shall be in an amount not less than the minimum
provision for depreciation as defined in Section 2.01 of the
Twenty-second Supplemental Indenture.
The Company covenants that it will not, in any calendar year
subsequent to 1999, redeem any Bonds of the 2025 Series through
the operation of Section 4.04 of the Original Indenture or this
Section in a principal amount which would exceed one (1%) per
centum of the aggregate principal amount of Bonds of such Series
initially authenticated and delivered under this Twenty-eighth
Supplemental Indenture.
Section 1.05. Restriction on Payment of Dividends on Common
Stock. The Company covenants that, so long as any new Bonds of
such Series shall be outstanding under the Indenture, it will not
declare or pay any dividends, or make any other distributions
(except (a) dividends payable or distributions made in shares of
common stock of the Company and (b) dividends payable in cash in
cases where, concurrently with the payment of the dividend, an
amount in cash equal to the dividend is received by the Company
as a capital contribution or as the proceeds of the issue and
sale of shares of its common stock), on or in respect of common
stock of the Company, or purchase or otherwise acquire or permit
a subsidiary to purchase or otherwise acquire for a consideration
any shares of common stock of the Company, if the aggregate of
such dividends, distributions and such consideration for purchase
or other acquisition of shares of common stock of the Company
after March 31, 1995, shall exceed
(i) the earned surplus of the Company
accumulated after March 31, 1995 (determined in
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accordance with generally accepted accounting
principles and without giving effect to charges to
earned surplus on account of such dividends,
distributions or acquisitions or on account of the
disposition of any amounts which may then be classified
by the Company on its books as amounts in excess of the
original cost of utility plant or to charges or credits
to earned surplus on account of items inherent in the
balance sheet at March 31, 1995), plus
(ii) the earned surplus of the Company accumulated
prior to April 1, 1995, in an amount not exceeding
$35,000,000, plus
(iii) such additional amount as shall be authorized
or approved, upon application by the Company, by the
Securities and Exchange Commission, or by any successor
commission thereto, under the Public Utility Holding
Company Act of 1935.
For the purposes of this Section 1.05, in determining the
earned surplus of the Company accumulated after March 31, 1995,
there shall be deducted the dividends accruing subsequent to
March 31, 1995, on preferred stocks of the Company and the total
amount, if any, by which the charges to income or earned surplus
since March 31, 1995, as provision for depreciation, obsolescence
and/or depletion of the Company's bondable public utility
property shall have been less than the minimum provision for
depreciation (as defined in Section 2.01 of the Twenty-second
Supplemental Indenture). The term "consideration", as used in
this Section, shall mean cash or fair value if the consideration
be other than cash, and the term "provision for depreciation,
obsolescence and/or depletion", as used in this Section, shall
not be deemed to include provision for the amortization of any
amounts classified by the Company on its books as amounts in
excess of the original cost of utility plant.
Section 1.06. Form of Bonds of the 2025 Series. The Bonds
of the 2025 Series, and the form of Trustee's authentication
certificate to be executed on the Bonds of the 2025 Series, are
to be substantially in the following forms, respectively:
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[Form of Face of Bonds of the 2025 Series]
No. $
SAVANNAH ELECTRIC AND POWER COMPANY
First Mortgage Bond, 7 7/8% Series Due May 1, 2025
SAVANNAH ELECTRIC AND POWER COMPANY, a Georgia corporation
(hereinafter sometimes called the "Company"), for value received,
hereby promises to pay to _______________________________________
or registered assigns, __________________________________ Dollars
on May 1, 2025, and to pay to the registered owner hereof
interest hereon from the date hereof at the rate per annum
specified in the title of this bond, semi-annually on May 1 and
on November 1 in each year until payment of the principal hereof.
The interest so payable upon any May 1 or November 1 will,
subject to certain exceptions provided in the Indenture referred
to on the reverse hereof, be paid to the person in whose name
this bond is registered at the close of business on the April 15
next preceding such May 1 or the October 15 next preceding such
November 1, as the case may be (or the preceding business day if
a holiday or other day on which the office of the Trustee is
closed).
The principal of, and the premium, if any, and interest on,
this bond shall be paid in lawful money of the United States of
America. Principal of and premium, if any, on this bond will be
payable at the principal corporate trust office in the City of
Atlanta, Georgia, of the Trustee under the Indenture mentioned on
the reverse hereof or, at the option of the holder of this bond,
at the agency office of the Trustee in New York City, except
that, in case of the redemption as a whole at any time of the
bonds of this series then outstanding, the Company may designate
in the redemption notice other offices or agencies, at which, at
the option of the registered holder hereof, this bond may be
surrendered for redemption and payment. Interest on this bond
will be payable at the principal corporate trust office in the
City of Atlanta, Georgia, of the Trustee or, at the option of the
holder of this bond, at the agency office of the Trustee in New
York City; provided, however, that interest on this bond shall,
unless otherwise directed by the registered holder hereof, be
paid by check payable to the order of the registered holder
entitled thereto and mailed by the Trustee by first class mail,
postage prepaid, to such holder at his address as shown on the
registration books of the Company for the bonds of this series.
This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have
been signed by the Trustee.
The provisions of this bond are continued on the reverse
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hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, SAVANNAH ELECTRIC AND POWER COMPANY has
caused these presents to be executed in its corporate name and
behalf by the manual or facsimile signature of its President or
one of its Vice Presidents and its corporate seal or a facsimile
thereof to be affixed or imprinted hereon and attested by the
manual or facsimile signature of its Secretary or one of its
Assistant Secretaries, all as of
SAVANNAH ELECTRIC AND POWER COMPANY
By:________________________________
Attest:____________________________
[Form of Reverse of Bonds of the 2025 Series]
This bond is one of the bonds, of the above designated
series, of an authorized issue of bonds of the Company, known as
First Mortgage Bonds, not limited as to the maximum aggregate
principal amount except as otherwise provided in the Indenture
hereinafter mentioned, all issued or issuable in one or more
series under and equally secured (except insofar as any sinking
fund, improvement fund or other fund established in accordance
with the provisions of the Indenture hereinafter mentioned may
afford additional security for the bonds of any specific series)
by an Indenture of Mortgage dated as of March 1, 1945, duly
executed and delivered by the Company to NationsBank of Georgia,
National Association, formerly The Citizens and Southern National
Bank (hereinafter sometimes referred to as the "Trustee"), as
Trustee, as modified by the Third Supplemental Indenture dated as
of October 1, 1954, the Eighth Supplemental Indenture dated as of
November 1, 1970, the Ninth Supplemental Indenture dated as of
March 31, 1973, the Thirteenth Supplemental Indenture dated as of
July 15, 1976, the Fifteenth Supplemental Indenture dated as of
December 1, 1978, the Sixteenth Supplemental Indenture dated as
of July 1, 1981, the Seventeenth Supplemental Indenture dated as
of December 1, 1981, the Nineteenth Supplemental Indenture dated
as of January 15, 1983, as amended, the Twenty-second
Supplemental Indenture dated as of October 1, 1989, the Twenty-
third Supplemental Indenture dated as of July 1, 1991, the
Twenty-fourth Supplemental Indenture dated as of February 1,
1992, the Twenty-fifth Supplemental Indenture dated as of July 1,
1992, the Twenty-sixth Supplemental Indenture dated as of January
1, 1993, the Twenty-seventh Supplemental Indenture dated as of
July 1, 1993, as supplemented by all indentures supplemental
thereto, and as supplemented and modified by a Twenty-eighth
Supplemental Indenture dated as of May 1, 1995 (said Indenture of
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Mortgage, as so supplemented and modified, being herein sometimes
called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the property mortgaged and pledged as security for said bonds,
the nature and extent of the security, and the rights, duties and
immunities thereunder of the Trustee, the rights of the holders
of said bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be issued
thereunder.
Prior to May 1, 2000, the bonds of this series may not be
redeemed at the option of the Company or by operation of the
sinking fund or improvement fund provisions of the Indenture or
by the application of the proceeds of released property.
On or after May 1, 2000, the bonds of this series are
subject to redemption prior to maturity as a whole at any time or
in part from time to time (a) at the option of the Company, upon
payment of the applicable percentage of the principal amount
thereof during the respective periods set forth in the tabulation
below under the heading "Regular Redemption Price" and (b) by
operation of the sinking fund or improvement fund provisions of
the Indenture, by the application of the proceeds of released
property or upon the acquisition of all or substantially all of
the outstanding common stock of the Company by a public body,
agency, instrumentality or authority or any nominee of any
thereof, and the election of the Company to redeem all of the
bonds outstanding under the Indenture on a date within 12 months
after such acquisition, upon payment of the applicable percentage
of the principal amount thereof during the respective periods set
forth in the tabulation below under the heading "Special
Redemption Price":
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Twelve-Month
Period Regular Special
Beginning Redemption Redemption
May 1 Price Price
2000 105.43% 100%
2001 105.07% 100%
2002 104.71% 100%
2003 104.35% 100%
2004 103.99% 100%
2005 103.62% 100%
2006 103.26% 100%
2007 102.90% 100%
2008 102.54% 100%
2009 102.18% 100%
2010 101.81% 100%
2011 101.45% 100%
2012 101.09% 100%
2013 100.73% 100%
2014 100.37% 100%
2015 100.00% 100%
2016 100.00% 100%
2017 100.00% 100%
2018 100.00% 100%
2019 100.00% 100%
2020 100.00% 100%
2021 100.00% 100%
2022 100.00% 100%
2023 100.00% 100%
2024 100.00% 100%
together in any case with interest accrued thereon to the
redemption date, upon prior written notice given by first class
mail, postage prepaid, as provided in the Twenty-eighth
Supplemental Indenture to holders of record of each bond affected
not less than thirty days nor more than ninety days prior to the
redemption date and subject to all other conditions and
provisions of the Indenture.
If this bond or any portion thereof ($1,000 or a multiple
thereof) is called for redemption and payment duly provided for
as specified in the Indenture, this bond or such portion thereof
shall cease to be entitled to the lien of the Indenture from and
after the date payment is so provided for and shall cease to bear
interest from and after the redemption date.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made at the option of the registered owner either
(a) upon presentation of this bond for notation hereon of such
payment of the portion of the principal of this bond so called
for redemption, or (b) upon surrender of this bond in exchange
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for a bond or bonds (of authorized denominations of the same
series) for the unredeemed balance of the principal amount of
this bond. In the event of the redemption of this bond in whole,
payment of the redemption price will be made only upon surrender
of this bond.
Modifications or alterations of the Indenture and of the
rights and obligations of the Company and of the holders of the
bonds and coupons may be made only to the extent and in the
circumstances permitted by the Indenture.
This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney, at the principal
corporate trust office in the City of Atlanta, Georgia, of the
Trustee, or at the agency office of the Trustee in New York, New
York, upon surrender of this bond for cancellation and upon
payment, if the Company shall so require, of a sum sufficient to
reimburse the Company for any stamp tax or other governmental
charge incident thereto, and thereupon a new registered bond of
the same series of like principal amount will be issued to the
transferee in exchange therefor.
The registered owner of this bond at his option may
surrender the same for cancellation at said office and receive in
exchange therefor the same aggregate principal amount of
registered bonds of the same series but of other authorized
denominations, upon payment, if the Company shall so require, of
a sum sufficient to reimburse the Company for any stamp tax or
other governmental charge incident thereto and subject to the
terms and conditions set forth in said indenture.
Neither the Company nor the Trustee shall be required to
make transfers or exchanges of bonds of said series for a period
of fifteen days next preceding any designation of bonds of said
series to be redeemed, and neither the Company nor the Trustee
shall be required to make transfers or exchanges of any bonds
designated in whole for redemption or that part of any bond
designated in part for redemption.
The Twenty-eighth Supplemental Indenture provides that in
the event of any default in payment of the interest due on any
interest payment date, such interest shall not be payable to the
holder of the bond on the original record date but shall be paid
to the registered holder of such bond on the subsequent record
date established for payment of such defaulted interest.
If an event of default as defined in the Indenture shall
occur, the principal of this bond may become or be declared due
and payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding may,
in the cases, to the extent and as provided in the Indenture,
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waive certain defaults thereunder and the consequences of such
defaults.
No recourse shall be had for the payment of the principal of
or the premium, if any, or interest on this bond, or for any
claim based hereon, or otherwise in respect hereof or of the
Indenture, against any incorporator, stockholder, director or
officer, past, present or future, as such, of the Company or of
any predecessor or successor corporation, either directly or
through the Company or such predecessor or successor corporation,
under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such
liability of incorporators, stockholders, directors and officers,
as such, being waived and released by the holder and owner hereof
by the acceptance of this bond and as provided in the Indenture.
[Form of Trustee's Authentication Certificate for Bonds
of the 2025 Series]
This is one of the bonds, of the series designated therein,
described in the within mentioned Indenture.
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as Trustee
By:_______________________________
Authorized Officer
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ARTICLE TWO
MODIFICATION OF CERTAIN
PROVISIONS OF ORIGINAL INDENTURE
Section 2.01. Section 11.01 of the Original Indenture, as
heretofore modified by Article Two of each of the Thirteenth
Supplemental Indenture, the Fifteenth Supplemental Indenture, the
Sixteenth Supplemental Indenture, the Seventeenth Supplemental
Indenture, the Nineteenth Supplemental Indenture, the Twenty-
second Supplemental Indenture, the Twenty-third Supplemental
Indenture, the Twenty-fourth Supplemental Indenture, the Twenty-
fifth Supplemental Indenture, the Twenty-sixth Supplemental
Indenture and the Twenty-seventh Supplemental Indenture, is
hereby further modified by deleting the word "or" following the
semicolon at the end of Clause (r), by adding the word "or"
following the semicolon at the end of the Clause (s) and by
adding after said Clause (s) the following Clause (t):
"(t) anything herein contained to the contrary
notwithstanding, with respect to the Bonds of the 2025
Series,
(1) if default shall be made in the due and punctual
payment of any installment of interest on any Bond of the
2025 Series, when and as such interest installment shall
become due and payable, and such default shall continue for
a period of 60 days, or
(2) if default shall be made in the due and punctual
satisfaction of the sinking fund obligations provided for in
Section 1.03 of the Twenty-eighth Supplemental Indenture and
such default shall continue for a period of 90 days."
ARTICLE THREE
BONDS TO BE ISSUED AND OUTSTANDING
Section 3.01. The aggregate principal amount of bonds of
the Company issued and outstanding and presently to be issued and
outstanding under the provisions of the Original Indenture, as
heretofore supplemented and modified and hereby supplemented and
modified, will be $137,355,000 consisting of (a) $29,400,000
principal amount of First Mortgage Bonds, 9 3/8% Series due 2021,
(b) $13,870,000 principal amount of First Mortgage Bonds, 6 3/4%
Pollution Control Series due 2022, (c) $30,000,000 principal
amount of First Mortgage Bonds, 8.30% Series due 2022, (d)
$4,085,000 principal amount of First Mortgage Bonds, Pollution
Control Series due 2016, (e) $20,000,000 principal amount of
First Mortgage Bonds, 6 3/8% Series due 2003, (f) $25,000,000
principal amount of First Mortgage Bonds, 7.40% Series due 2023,
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and (g) $15,000,000 principal amount of First Mortgage Bonds,
7 7/8% Series due 2025, established by resolution of the Board of
Directors and to be issued upon compliance by the Company with
the provisions of Article Five of the Original Indenture.
ARTICLE FOUR
SUNDRY PROVISIONS
Section 4.01. This Twenty-eighth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to
the Original Indenture, and shall form a part thereof, and the
Original Indenture, as heretofore supplemented and modified, is
hereby confirmed. All terms used in this Twenty-eighth
Supplemental Indenture shall be taken to have the same meaning as
in the Original Indenture, as heretofore supplemented and
modified, except in cases where the context clearly indicates
otherwise.
Section 4.02. The recitals contained in this Twenty-eighth
Supplemental Indenture are made by the Company and not by the
Trustee; and all of the provisions contained in the Original
Indenture, as heretofore supplemented and modified, in respect of
the rights, privileges, immunities, powers and duties of the
Trustee shall be applicable in respect hereof as fully and with
like effect as if set forth herein in full.
Section 4.03. The titles of Articles and any wording on the
cover of this Twenty-eighth Supplemental Indenture are inserted
for convenience only and are not a part thereof.
Section 4.04. Although this Twenty-eighth Supplemental
Indenture is dated for convenience and for the purpose of
reference as of May 1, 1995, the actual date or dates of
execution by the Company and by the Trustee are as indicated by
their respective acknowledgments hereto annexed.
Section 4.05. In order to facilitate the recording or
filing of this Twenty-eighth Supplemental Indenture, the same may
be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, Savannah Electric and Power Company has
caused this Twenty-eighth Supplemental Indenture to be signed in
its corporate name by its President or one of its Vice Presidents
and its corporate seal to be hereunto affixed and attested by its
Secretary or one of its Assistant Secretaries, and NationsBank of
Georgia, National Association, has caused this Twenty-eighth
Supplemental Indenture to be signed in its corporate name by one
of its Vice Presidents or one of its Trust Officers and its
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corporate seal to be hereunto affixed and attested by one of its
Vice Presidents or one of its Trust Officers.
Signed, sealed and delivered SAVANNAH ELECTRIC AND POWER
by Savannah Electric and Power COMPANY
Company this 23rd day of
May, 1995, in the
presence of: By:__________________________
Vice President
_____________________________
Attest:______________________
_____________________________ Secretary
(Corporate Seal)
_____________________________
Notary Public
Chatham County, Georgia
Signed, sealed and delivered NATIONSBANK OF GEORGIA,
by NationsBank of Georgia, NATIONAL ASSOCIATION
National Association,
at Savannah, Georgia,
this 23rd day of May,
1995, in the presence of: By:__________________________
Senior Vice President
_____________________________
Attest:______________________
Vice President
_____________________________
(Corporate Seal)
_____________________________
Notary Public
Chatham County, Georgia
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STATE OF GEORGIA )
) SS.:
COUNTY OF CHATHAM )
Before me, the undersigned Notary Public in said State duly
authorized to administer oaths, personally appeared Eileen E.
Floyd, who being by me duly sworn, deposeth and saith on oath
that she is a subscribing witness to the foregoing Twenty-eighth
Supplemental Indenture executed by SAVANNAH ELECTRIC AND POWER
COMPANY, grantor, to NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, as Trustee, grantee; that Savannah Electric and
Power Company executed the foregoing and within Twenty-eighth
Supplemental Indenture in the presence of this deponent and in
the presence of Cynthia O. Rowland, the other subscribing
witness, and that Savannah Electric and Power Company acted
through K.R. Willis, its Vice President, Treasurer and Chief
Financial Officer, and Lavonne K. Calandra, its Secretary; and
the said K.R. Willis is known by this deponent to be Vice
President, Treasurer and Chief Financial Officer of Savannah
Electric and Power Company, and to have been such at the time of
the execution of the said Twenty-eighth Supplemental Indenture,
and the said Lavonne K. Calandra is known by this deponent to be
Secretary of Savannah Electric and Power Company and to have been
such at the time of the execution of the said Twenty-eighth
Supplemental Indenture; that this deponent signed the said
Twenty-eighth Supplemental Indenture as a subscribing witness in
the presence of said Savannah Electric and Power Company, acting
through its said Vice President, Treasurer and Chief Financial
Officer and its said Secretary, and in the presence of the said
Cynthia O. Rowland, the other subscribing witness; and the said
Cynthia O. Rowland signed the said Twenty-eighth Supplemental
Indenture as a subscribing witness in the presence of this
deponent and of said Savannah Electric and Power Company, acting
as aforesaid through its said Vice President, Treasurer and Chief
Financial Officer and said Secretary.
The undersigned Notary Public further certifies that K.R.
Willis and Lavonne K. Calandra known to me to be Vice President,
Treasurer and Chief Financial Officer and Secretary,
respectively, of Savannah Electric and Power Company, the
corporation described in and which executed the foregoing Twenty-
eighth Supplemental Indenture, severally acknowledged before me
that, being informed of the contents of said Twenty-eighth
Supplemental Indenture, they executed the same voluntarily and as
the act and deed of Savannah Electric and Power Company, for the
uses and purposes therein expressed, being thereunto duly
authorized by the Board of Directors of said Savannah Electric
and Power Company; and that they know the seal of said Savannah
Electric and Power Company, and that the seal affixed thereto is
the corporate seal of said Savannah Electric and Power Company,
and that the foregoing Twenty-eighth Supplemental Indenture was
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signed, sealed and delivered in the presence of Eileen E. Floyd
and Cynthia O. Rowland, who then and there respectively
subscribed the same as attesting witnesses.
_____________________________
Eileen E. Floyd
Sworn to and subscribed before
me this 23rd day of May, 1995.
__________________________________
Notary Public
Chatham County, Georgia
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STATE OF GEORGIA )
) SS.:
COUNTY OF CHATHAM )
Before me, the undersigned Notary Public in said State duly
authorized to administer oaths, personally appeared Shirley B.
Scott, who being by me duly sworn, deposeth and saith on oath
that she is a subscribing witness to the foregoing Twenty-eighth
Supplemental Indenture executed by SAVANNAH ELECTRIC AND POWER
COMPANY, grantor, to NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, as Trustee, grantee; that NationsBank of Georgia,
National Association, executed the foregoing and within Twenty-
eighth Supplemental Indenture in the presence of this deponent
and in the presence of Martell Z. Hall, the other subscribing
witness, and that NationsBank of Georgia, National Association,
acted through Joe Daniel, its Senior Vice President, and Richard
R. Newell, its Vice President; and the said Joe Daniel is known
by this deponent to be Senior Vice President of NationsBank of
Georgia, National Association, and to have been such at the time
of the execution of the said Twenty-eighth Supplemental
Indenture, and the said Richard R. Newell is known by this
deponent to be Vice President of NationsBank of Georgia, National
Association and to have been such at the time of the execution of
the said Twenty-eighth Supplemental Indenture; that this deponent
signed the said Twenty-eighth Supplemental Indenture as a
subscribing witness in the presence of said NationsBank of
Georgia, National Association, acting through its said Senior
Vice President, and its said Vice President, and in the presence
of the said Martell Z. Hall, the other subscribing witness; and
the said Martell Z. Hall signed the said Twenty-eighth
Supplemental Indenture as a subscribing witness in the presence
of this deponent and of said NationsBank of Georgia, National
Association, acting as aforesaid through its said Vice
Presidents.
The undersigned Notary Public further certifies that Joe
Daniel and Richard R. Newell, known to me to be Senior Vice
President and Vice President, respectively, of NationsBank of
Georgia, National Association, the corporation described in and
which executed the foregoing Twenty-eighth Supplemental
Indenture, severally acknowledged before me that, being informed
of the contents of said Twenty-eighth Supplemental Indenture,
they executed the same voluntarily and as the act and deed of
NationsBank of Georgia, National Association, for the uses and
purposes therein expressed, being thereunto duly authorized by
the Board of Directors of said NationsBank of Georgia, National
Association; and that they know the seal of said NationsBank of
Georgia, National Association, and that the seal affixed thereto
is the corporate seal of said NationsBank of Georgia, National
Association, and that the foregoing Twenty-eighth Supplemental
Indenture was signed, sealed and delivered in the presence of
-25-
<PAGE>
Shirley B. Scott and Martell Z. Hall, who then and there
respectively subscribed the same as attesting witnesses.
_____________________________
Shirley B. Scott
Sworn to and subscribed before
me this 23rd day of May, 1995.
__________________________________
Notary Public
Chatham County, Georgia
-26-
<PAGE>
<TABLE>
Exhibit 12
05/19/95
SAVANNAH ELECTRIC AND POWER COMPANY
Computation of ratio of earnings to fixed charges for the
the five years ended December 31, 1994
and the twelve months ended April 30, 1995
Twelve
Months
Ended
Year ended December 31, April 30,
1990 1991 1992 1993 1994 1995
----------------------Thousands of Dollars-------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Income Before Interest Charges $ 41,153 $38,243 $ 33,901 $ 34,677 $ 36,886 $ 35,205
Federal and state income taxes 14,642 13,872 7,861 13,712 13,800 14,400
Deferred income taxes, net 2,782 1,601 5,947 607 1,625 (217)
Deferred investment tax credits - - - - - -
AFUDC - Debt funds 194 103 289 699 1,225 664
Rentals 867 805 818 831 663 632
-------- ------- -------- -------- -------- --------
Earnings as defined $ 59,638 $54,624 $ 48,816 $ 50,526 $ 54,199 $ 50,684
-------- ------- -------- -------- -------- --------
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt $ 12,052 $11,486 $ 10,870 $ 10,696 $ 12,585 $ 12,581
Interest on interim obligations 116 25 15 240 205 272
Amort of debt disc, premium and
expense, net 241 380 427 535 550 551
Other interest charges 665 525 466 340 337 392
Rentals 867 805 818 831 663 632
-------- ------- -------- -------- -------- --------
Fixed charges as defined $ 13,941 $13,221 $ 12,596 $ 12,642 $ 14,340 $ 14,428
-------- ------- -------- -------- -------- --------
RATIO OF EARNINGS TO FIXED CHARGES 4.28 4.13 3.88 4.00 3.78 3.51
</TABLE>
Exhibit 23
BOUHAN, WILLIAMS & LEVY
BULL & GASTON STREETS
SAVANNAH, GEORGIA 31401
(912) 236-2491
May 19, 1995
Savannah Electric and Power Company
600 East Bay Street
Savannah, Georgia 31401
Dear Sirs:
We hereby consent to the reference to our firm under the caption
"Legal Opinions and Experts" in the Prospectus Supplement of Savannah Electric
and Power Company (the "Company") dated May 18, 1995, relating to
$15,000,000 aggregate principal amount of First Mortgage Bonds, 7 7/8% Series
due May 1, 2025, and to the filing hereof with the Securities and Exchange
Commission as an exhibit to the Company,s Current Report on Form 8-K
dated May 18, 1995.
Very truly yours,
/s/Bouhan, Williams & Levy
Exhibit 26(a)
SAVANNAH ELECTRIC AND POWER COMPANY
____________
NOTICE OF INVITATION FOR PROPOSALS
FOR THE PURCHASE OF FIRST MORTGAGE BONDS
AND PREFERRED STOCK
SAVANNAH ELECTRIC AND POWER COMPANY is inviting proposals
for the purchase from it of its First Mortgage Bonds and
Preferred Stock (which may have a par value of up to $100 per
share) aggregating up to $65,000,000 in principal amount or par
value, as the case may be. The Bonds and the Stock each may be
issued and sold by the Company in one or more series. Proposals
are to be submitted to the Company in accordance with such
procedures and at such time or times on such day or days as shall
be designated by the Company by notice to prospective bidders in
writing or by telephone, confirmed in writing, as provided in the
terms and conditions relating to proposals. Such notice or
notices will also designate the principal amount of Bonds or the
number of shares and par value per share of Stock for which
proposals are to be submitted. Copies of a prospectus relating
to the Bonds and the Stock and of the terms and conditions
relating to proposals for the purchase of the Bonds and the Stock
may be obtained at the office of Southern Company Services, Inc.,
One Wall Street, 42nd Floor, New York, N.Y. Proposals will be
considered only from persons who have received copies of such
prospectus and only if made in accordance with and subject to
such terms and conditions and any notice given by the Company
pursuant thereto. Prior to the acceptance of any bid, the bidder
will be furnished a copy of a prospectus which meets the
requirements of Section 10(a) of the Securities Act of 1933 at
that time.
SAVANNAH ELECTRIC AND POWER COMPANY
By ARTHUR M. GIGNILLIAT, JR.,
President and Chief
Executive Officer.
Dated: May 10, 1995.<PAGE>
Exhibit 26(b)
SAVANNAH ELECTRIC AND POWER COMPANY
_____________________________
TERMS AND CONDITIONS
Relating to Proposals for the Purchase of
First Mortgage Bonds and Preferred Stock
May 10, 1995
SAVANNAH ELECTRIC AND POWER COMPANY (the "Company") hereby
invites proposals, subject to the terms and conditions hereof,
for the purchase from it of its First Mortgage Bonds, to mature
on a date or dates to be determined as provided in Section 4
hereof, and Preferred Stock (which may have a par value of up to
$100 per share) aggregating up to $65,000,000 in principal amount
or par value, as the case may be. Such First Mortgage Bonds and
such Preferred Stock (collectively, the "Securities") each may be
issued and sold by the Company in one or more series. As used
herein, the terms "Bonds" and "Stock" mean, respectively, the
First Mortgage Bonds or Preferred Stock of each series. A brief
summary of the terms of the Securities is contained in the
Registration Statement and Prospectus referred to below.
1. INFORMATION RESPECTING THE COMPANY AND
THE SECURITIES
Prospective bidders may examine, at the office of Southern
Company Services, Inc., One Wall Street, 42nd Floor, New York,
N.Y. 10005, at any time during business hours, the following:
(a) the form of proposed Supplemental Indenture, between the
Company and NationsBank of Georgia, National Association,
Atlanta, Georgia, as Trustee, under which the Bonds are to be
issued and secured;
(b) the form of proposed amendment to the Company's Charter
creating the Stock;
(c) the Registration Statement (including exhibits) with
respect to the Securities, in the form in which it has become
effective, and the related Prospectus (including the documents
incorporated therein by reference pursuant to Item 12 of Form
S-3);
(d) the separate forms of proposal, to be used by bidders in
offering to purchase the Bonds and the Stock (each a "Form of
Proposal"), which include the forms of contract for the purchase
of the Bonds and the Stock (each a "Purchase Contract");<PAGE>
(e) the form of questionnaire, to be used by prospective
bidders in furnishing information to the Company and the Trustee
and, in the case of a group of bidders, in designating the
Representative of the members of such group, referred to in
Section 2 hereof;
(f) the order or orders of the Georgia Public Service
Commission with respect to the issuance of the Securities; and
(g) memoranda by Dewey Ballantine (referred to in Section 9
hereof) with respect to the necessity for the qualification of
the Securities for sale under the securities or "blue sky" laws
of various jurisdictions.
Copies of said documents in reasonable quantities (except
certain exhibits to the Registration Statement) will be supplied
on request, so long as available, to prospective bidders. The
Company reserves the right to amend or supplement such
Registration Statement and Prospectus (including the documents
incorporated therein by reference pursuant to Item 12 of Form
S-3) and to make changes in the form of any documents relating to
the issuance of the Securities. The Company will furnish copies
of such amendments, supplements or changes and of any filing
pursuant to Section 13 or 14 of the Securities Exchange Act of
1934 to Dewey Ballantine (referred to in Section 9 hereof) and,
on request, to any prospective bidder who shall have furnished a
questionnaire to the Company as provided in Section 2 hereof, or
to the Representative of any group of prospective bidders
designated as provided in Section 2 hereof.
2. INFORMATION RESPECTING THE BIDDERS
TO BE FURNISHED THE COMPANY
No proposal will be considered unless the bidder (or, in the
case of a group of bidders, each bidder) shall have furnished to
the Company in triplicate, at the office of Southern Company
Services, Inc., One Wall Street, 42nd Floor, New York, N.Y.
10005, not less than two hours prior to the time for submission
of proposals, the form of questionnaire referred to above,
properly filled out and signed. The Company, however, reserves
the right to waive any irregularity in any questionnaire and to
extend, either generally or in specific instances, the time for
furnishing questionnaires and to permit the furnishing of
information required by the form of questionnaire by telegram or
other means of communication satisfactory to it. Notwithstanding
the furnishing of such questionnaires to the Company, any
prospective bidder or group of prospective bidders may thereafter
determine not to bid, or any of the several members of a group
may withdraw therefrom and may thereafter determine not to bid or
-2-<PAGE>
determine to bid as a member of some other group. One or more
additional members may be included in a group, with the consent
of the Company, after the time (or any extended time) for
furnishing questionnaires, if the information required by the
form of questionnaire as to each such additional member is
furnished to the Company, at or before the time fixed by the
Company for such purpose, by means of a questionnaire properly
filled out and signed or by such other means as the Company may
have approved for such purpose.
In the case of a proposal by a group of bidders, the several
bidders in the group shall act through a duly authorized
representative or representatives (the "Representative"), who may
be included in such group, and who shall be designated by each
member of such group in, or in the manner authorized by, the form
of questionnaire furnished by such member. In case the
Representative so designated consists of two or more persons, the
Company shall be entitled to assume in all matters contemplated
hereby that any one of such persons is fully authorized to act on
behalf of the Representative.
3. CONTENTS OF PROPOSALS
Each proposal must be for the purchase of all the Bonds or
Stock, as the case may be, designated by the Company as provided
in Section 4 hereof and may be made by a single bidder or by a
group of bidders. In case the proposal of a group of bidders is
accepted in writing by the Company, the obligations of the
members of the group shall be several, and not joint, to purchase
the respective principal amounts of the Bonds or numbers of
shares of Stock, as the case may be, indicated in the proposal.
No bidder (including in such term for the purpose of this
restriction any and all affiliates of a specified bidder) may
submit or participate in more than one proposal for the purchase
of a particular series of the Securities.
Each proposal for the purchase of Bonds shall specify the
interest rate (which shall be an integral multiple of .01% or 1/8
of 1%) and the price (exclusive of accrued interest) to be paid
to the Company for the Bonds (which shall not be less than 98%,
nor more than 101 3/4%, of the principal amount of the Bonds
proposed to be purchased). Accrued interest from the first day
of the calendar month during which the Bonds are issued to the
date of payment and delivery also will be paid to the Company by
the purchaser or purchasers.
Each proposal for the purchase of Stock shall specify (a)
the annual dividend rate (which shall be an integral multiple of
.01%) or, if the Company shall have given notice as provided in
-3-<PAGE>
Section 4 hereof that the Stock will have an adjustable dividend
rate, the Applicable Rate Adjustment (hereinafter defined), (b)
the price to be paid to the Company for the Stock (which shall be
not less than 100% nor more than 102% of the par value per
share), which shall also be the price (exclusive of accrued
dividends, if any) at which the Stock shall be initially offered
to the public, and (c) the amount per share to be paid by the
Company as compensation to the Representative for the accounts of
the respective purchasers under the Purchase Contract for their
services in purchasing and making a public offering of the Stock.
The "Applicable Rate Adjustment" (which shall be an integral
multiple of .01%) is the premium or discount to be used in
calculating the Applicable Rate (as defined in a supplement to
the Prospectus with respect to the Securities) from time to time
in effect if the Stock will have an adjustable dividend rate.
A proposal confirmed in writing as provided in Section 4
hereof on behalf of a group of bidders shall give the names of
the members in the group but may, at the time of such
confirmation, omit the amounts or numbers of Securities to be
purchased by the members of such group; but, in the case of such
omission, the Representative, on behalf of the successful
bidders, shall, and by the submission of such proposal agrees to,
insert promptly in Exhibit A to the Form of Proposal, prior to
its acceptance in writing by the Company and in any event within
one hour after the time fixed for the submission of proposals,
the respective amounts or numbers of Securities to be purchased
severally by such bidders, all with the same force and effect as
if the same had been included in such proposal at the time of the
submission thereof.
The Representative submitting a successful proposal may,
forthwith upon discovery, correct any error which it has made in
the proposal in specifying the bidders or the amount or number of
Securities to be purchased by any bidder or bidders at a
different amount or number than authorized by such bidder or
bidders; and if, after all such corrections, a proposal is
accepted which provides for the purchase of less than all or more
than all of the Securities, the Representative submitting such
proposal shall be deemed to have increased or decreased, as the
case may be, to the extent of the discrepancy, the amount or
number of Securities offered to be purchased by it. In case such
Representative consists of two or more persons, such increase or
decrease in the amount or number of Securities shall be allocated
between or among them as they shall agree; provided that, if
there shall be no such agreement, then such increase or decrease
shall be allocated between or among them in proportion to the
amount or number of Securities set forth opposite their
respective names in Exhibit A attached to the Form of Proposal.
-4-<PAGE>
If in the case of a decrease the discrepancy is greater than the
amount or number of Securities offered to be purchased by the
Representative, then to the extent that the discrepancy is
greater than such amount or number, the amount or number of
Securities offered to be purchased by each other bidder shall be
proportionately reduced. Any correction or adjustment in the
amount or number of Securities or in the specification of any
bidder made or provided for hereunder shall, for all purposes of
the Purchase Contract, be or be deemed to have been reflected in
Exhibit A attached to the Form of Proposal.
4. SUBMISSION OF PROPOSALS
All proposals must be submitted to the Company in accordance
with such procedures and at such time or times on such day or
days as shall be designated by the Company by notice in writing
or by telephone, confirmed in writing. The Company in its
discretion may, but will not be obligated to, give any such
notice to any prospective bidder who shall have furnished a
questionnaire to the Company as provided in Section 2 hereof, or
to the Representative of any group of prospective bidders
designated as provided in Section 2 hereof, or to any other
prospective bidders. The Company will designate in each such
notice the principal amount of Bonds or the number of shares and
par value per share of Stock, as the case may be, for which
proposals are to be submitted at such time. Each such notice
with respect to Bonds will also designate the term thereof, which
shall be not more than 40 years. Each such notice with respect
to Stock also will state whether there will be any sinking or
purchase fund therefor and, if so, the terms and conditions
thereof; and whether the Stock will have an adjustable dividend
rate and, if so, (a) the minimum and maximum dividend rates, (b)
the "Base Rate" to be used in calculating the "Initial Dividend
Rate" and (c) the date through which the "Initial Dividend Rate"
shall be in effect. In the event that the Company shall give
notice that the Stock will have an adjustable dividend rate, the
"Initial Dividend Rate", applicable only through the date
designated by the Company in such notice, shall be the "Base
Rate" so designated plus or minus the Applicable Rate Adjustment
specified in the successful proposal.
All proposals must be confirmed in writing on the
appropriate Form of Proposal, signed by the Representative on
behalf of the members of a group of bidders, or in the case of a
single bidder by such bidder with appropriate changes in the text
of the Form of Proposal.
-5-<PAGE>
The Company reserves the right in its discretion from time
to time to postpone any time for submission of proposals
designated as provided herein.
In compliance with paragraph (2) of Rule 515-4-1-.15 of the
Utility Rules of the Georgia Public Service Commission applying
to Stock and Bond Applications, prospective bidders are hereby
advised that no bid is invited, nor will any bid be accepted,
from any person who, prior to the submission of bids, has
performed any service for compensation in connection with the
issuance and sale of the Securities or who has received or will
receive any fee or compensation in connection with the issuance
and sale of the Securities (except as successful bidder), nor is
any bid invited, nor will any bid be accepted, under which
officers or directors of the Company would benefit from or share
in the proceeds from the Securities.
5. ACCEPTANCE OR REJECTION OF PROPOSALS
All proposals will be received by the Company in accordance
with the procedures and at the time or times designated as
provided in Section 4 hereof. Within three hours after each time
designated for the submission of proposals, the Company (subject
to the provisions of the next following paragraph) will by
announcement accept the proposal which results in the lowest
"annual cost of money" to it for the Bonds or Stock, as the case
may be, determined by the Company in accordance with the formulae
set forth in Section 6 hereof, and any proposal not so accepted
within such time shall be deemed to have been rejected. Each
proposal will be accepted or rejected in its entirety. In case
the Company shall receive two or more proposals resulting in an
identical lowest "annual cost of money" for the Bonds or Stock,
as the case may be, the Company (subject to the provisions of the
next following paragraph) will forthwith afford to the bidders
making such identical proposals an opportunity to improve their
bids. Thereupon, if no improved bid shall be made, or if two or
more proposals again result in an identical lowest "annual cost
of money" for the Bonds or Stock, as the case may be, the Company
may accept any one of such proposals in its discretion. If in
the case of identical proposals a bid is not being improved, the
proposal submitted by the bidder or group of bidders making such
proposal need not be resubmitted to be considered.
The Company reserves the right (a) to reject all proposals
at or after the submission thereof, and (b) to reject the
proposal of any bidder or of any group of bidders (i) if such
bidder or any member of such group of bidders is in such
relationship with NationsBank of Georgia, National Association,
or its direct or indirect parent companies, as would disqualify
-6-<PAGE>
said Bank from acting as Trustee under the Company's Indenture of
Mortgage dated as of March 1, 1945, as supplemented, if the
proposal of such bidder or group of bidders should be accepted;
(ii) if the Company, in the opinion of its counsel, may not
lawfully sell the Bonds or Stock, as the case may be, to such
bidder or to any member of such group of bidders and, in either
of such events in the case of a group of bidders, if within one
hour after the time at which the bids are required to be
submitted, the member or members of such group causing such
disqualification or illegality have not withdrawn from the group
and the remaining members, including substituted members, if any,
have not agreed to purchase the Bonds or Stock, as the case may
be, which such withdrawing member or members had proposed to
purchase; (iii) if, in the opinion of the Company, such bidder or
group of bidders would not be able to comply with the terms of
the Purchase Contract if such proposal were accepted; or (iv) if,
in the opinion of counsel for the Company, the Company would not
be able to comply with the terms of the Purchase Contract if such
proposal were accepted. The proposal of any bidder or group of
bidders rejected by the Company by reason of clause (b) of this
paragraph shall be disregarded solely for the purpose of
determining the proposal which results in the lowest "annual cost
of money" for the Bonds or Stock, as the case may be.
Prior to the acceptance by the Company of any proposal, the
bidder or bidders thereunder will be furnished a copy of a
prospectus relating to the Securities which meets the
requirements of Section 10(a) of the Securities Act of 1933 at
that time.
6. DETERMINATION OF "ANNUAL COST OF MONEY"
The "annual cost of money" to the Company for the Securities
will be determined by the Company, such determination by the
Company to be final, as follows:
The "annual cost of money" with respect to each proposal for
the purchase of Bonds will be determined as twice the semi-annual
rate necessary to discount the semi-annual debt service payments
(interest or interest and principal, as due) to amounts which in
the aggregate equal the purchase price for the Bonds, exclusive
of accrued interest. For this purpose the entire principal
amount of the Bonds shall be deemed to remain outstanding during
the term thereof designated by the Company as provided in Section
4 hereof. The "annual cost of money" for each bid will be
expressed as a percentage and will be rounded to the fourth
decimal place.
-7-<PAGE>
The "annual cost of money" with respect to each proposal for
the purchase of Stock shall be determined by dividing the annual
dollar amount of the dividend based upon the dividend rate
specified in such proposal (or, if the Stock will have an
adjustable dividend rate, the annual dollar amount of the
dividend based upon a rate equal to the "Base Rate" designated by
the Company plus or minus the Applicable Rate Adjustment
specified in such proposal) by the price per share specified in
such proposal to be paid to the Company after deducting the
compensation per share to be paid by the Company.
7. DETERMINATION OF REDEMPTION PROVISIONS
As soon as practicable after the acceptance in writing of a
successful proposal for Bonds, the premiums payable upon
redemption of the Bonds will be determined by the Company, such
determination by the Company to be final, as follows:
(a) The term "redemption period" shall mean the twelve
months' period beginning on the first day of the calendar
month during which the Bonds are issued, beginning with the
calendar year during which the Bonds are issued, and ending
on the last day of the preceding calendar month of the next
succeeding calendar year.
(b) The regular redemption price for the first
redemption period shall be the initial public offering price
of the Bonds (stated as a percentage of their principal
amount) plus a percentage of their principal amount equal to
the interest rate of the Bonds, such redemption price being
hereinafter referred to as the "initial redemption price";
and for each redemption period thereafter, the regular
redemption price, before any adjustment pursuant to
paragraph (d) below, shall be the initial redemption price
decreased for each one of such redemption periods by an
amount equal to the Applicable Fraction (as defined below)
of the excess of the initial redemption price over the
principal amount until the redemption period, if any, for
which the regular redemption price shall be reduced to the
principal amount of the Bonds; provided that, if the regular
redemption price for any redemption period as so calculated
would be less than the special redemption price for the same
redemption period calculated as hereinafter provided (except
for any redemption period for which the regular redemption
price would be reduced to the principal amount of the
Bonds), then the regular redemption price for such period
shall be increased to and shall be the same as the special
redemption price for such period; in each case, together
with accrued interest to the date fixed for redemption;
-8-<PAGE>
provided, however, that, except as the Company may otherwise
specify by notice, none of the Bonds shall be redeemed at a
regular redemption price prior to a date five years from the
first day of the calendar month during which the Bonds are
issued if such redemption is for the purpose or in
anticipation of refunding such Bond through the use,
directly or indirectly, of funds borrowed by the Company at
an effective interest cost to the Company (computed in
accordance with generally accepted financial practice) of
less than the effective interest cost to the Company of the
Bonds. The term "Applicable Fraction", as used herein,
means a fraction the numerator of which is one and the
denominator of which is the lesser of (i) 20 and (ii) the
term of the Bonds minus three; provided, however, that the
denominator shall never be less than four.
(c) The special redemption price for any redemption
period shall be such amount as will produce a yield from the
first day of the period to the date of maturity which will
be equal to the yield to maturity calculated on the initial
public offering price, a term equal to the term of the Bonds
and the interest rate of the Bonds; provided that, if the
yield to maturity, as so computed, does not result in a
multiple of 1/100th of 1%, it shall be reduced to the next
lower such multiple; and except that, for any redemption
period for which the regular redemption price shall be the
principal amount of the Bonds, the special redemption price
for such period shall likewise be the principal amount of
the Bonds; and except that, if the initial public offering
price of the Bonds is the principal amount thereof or less,
the special redemption price during all redemption periods
shall be the principal amount of the Bonds; in each case,
together with accrued interest to the date fixed for
redemption.
(d) For any period in which the excess of the
redemption price over the principal amount is a multiple of
1/100th of 1% (determined by expressing the redemption price
as a percentage and rounding to the fourth decimal place),
the excess shall be the redemption premium; for each other
period the excess increased to the next higher such multiple
of 1/100th of 1% shall be the redemption premium; provided
that the special redemption price shall never be more than
the greater of the principal amount of the Bonds or the
initial public offering price of the Bonds.
The initial public offering price of the Bonds for the
purpose of the above determinations shall be the price (exclusive
of accrued interest) at which the Bonds are to be initially
-9-<PAGE>
offered for sale to the public by the successful bidder or
bidders as set forth in the prospectus supplement to be prepared
following the acceptance of a successful bid; provided, however,
that in the event the successful bidder or bidders shall specify
at the time of acceptance of the successful bid that they do not
intend to make a public offering of the Bonds, the initial public
offering price shall, for this purpose, be deemed to be the price
(exclusive of accrued interest) to be paid by the successful
bidder or bidders to the Company.
As soon as practicable after the acceptance in writing of a
successful proposal for Stock, the redemption prices of the Stock
will be determined by the Company, such determination by the
Company to be final, and shall be an amount equal to the initial
public offering price of the Stock, plus an amount per share
(expressed in dollars and cents) equal to (a) if the Stock will
not have an adjustable dividend rate, the annual dividend if the
date of redemption is on or prior to the fifth anniversary of the
first day of the calendar month during which the Stock is issued
(the "Key Date"), and without premium for redemptions thereafter,
or (b) if the Stock will have an adjustable dividend rate, the
annual dividend calculated based upon the "Initial Dividend Rate"
if the date of redemption is on or prior to the fifth anniversary
of the Key Date, and without premium for redemptions thereafter,
to which shall be added accrued dividends in each case to the
date of redemption; provided, however, that no share of the Stock
shall be redeemed prior to the fifth anniversary of the Key Date,
if such redemption is for the purpose or in anticipation of
refunding such share directly or indirectly through the incurring
of debt, or through the issuance of stock ranking equally with or
prior to the Stock as to dividends or assets, if such debt has an
effective interest cost to the Company (computed in accordance
with generally accepted financial practice) or such stock has an
effective dividend cost to the Company (so computed) of less than
the effective dividend cost to the Company of the Stock (if the
Stock will have an adjustable dividend rate, the effective
dividend cost to the Company of the Stock to be based upon the
"Initial Dividend Rate"). If any redemption price, as so
computed, does not result in a multiple of one cent, it shall be
increased to the next higher such multiple.
The initial public offering price of the Stock for the
purpose of the above determinations shall be the price (exclusive
of accrued dividends, if any) at which the Stock is to be
initially offered for sale to the public by the successful bidder
or bidders as set forth in the prospectus supplement to be
prepared following the acceptance of the successful bid.
8. PURCHASE CONTRACT AND PROSPECTUS SUPPLEMENT
-10-<PAGE>
Forthwith upon the acceptance in writing of a proposal (a)
the Purchase Contract shall become effective without any separate
execution thereof and shall constitute the agreement between the
Company and the successful bidder or bidders; (b) the successful
bidder, or, in the case of a proposal by a group of bidders, the
Representative on behalf of the successful bidders, shall furnish
to the Company in writing the information regarding the bidders
and the public offering, if any, as is required to complete a
prospectus supplement and any further information regarding the
bidders and the public offering, if any, which may be required by
the Georgia Public Service Commission; and (c) upon performance
by the successful bidder or bidders, and their Representative, of
their obligations under Sections 3, 4 and 8 hereof, all rights of
the Company and of the successful bidder or bidders under an
accepted proposal shall be determined solely in accordance with
the terms of the Purchase Contract.
9. OPINION OF COUNSEL FOR THE PURCHASERS
Dewey Ballantine, 1301 Avenue of the Americas, New York, New
York, have been selected by the Company as counsel for the
purchasers to give to each successful bidder or bidders an
opinion with respect to the Bonds or Stock, as the case may be,
substantially in the respective forms attached as Exhibit 3 to
the Purchase Contract. Such counsel have participated in the
preparation of certain of the documents under which the
Securities are to be issued and have reviewed or will review the
corporate proceedings with respect to the Securities and the
proceedings before the Georgia Public Service Commission and the
Securities and Exchange Commission and the orders of said
commissions with respect to the Securities. Their compensation
and disbursements are, under the terms of the Purchase Contract,
to be paid by the successful bidder or bidders, except as
otherwise provided in the Purchase Contract. Such counsel will,
on request, advise any prospective bidder, or the Representative
of any group of prospective bidders, of the amount of such
compensation and of the estimated amount of such disbursements to
be paid by the successful bidder or bidders for the Securities.
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10. WAIVER OF IRREGULARITIES
The Company reserves the right to waive any failure on the
part of any bidder or group of bidders to comply with the terms
and conditions hereof.
SAVANNAH ELECTRIC AND POWER COMPANY
By ARTHUR M. GIGNILLIAT, JR.,
President and Chief
Executive Officer.
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