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Filed Pursuant to Rule 424(b)(5)
Registration No. 33-52509
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 11, 1994)
$20,000,000
SAVANNAH ELECTRIC AND POWER COMPANY
A SUBSIDIARY OF THE SOUTHERN COMPANY
FIRST MORTGAGE BONDS, 6.90% SERIES DUE MAY 1, 2006
Interest on the new Bonds will accrue from May 1, 1996 and will be payable
semi-annually on May 1 and November 1, commencing November 1, 1996. The new
Bonds will not be redeemable at the option of Savannah Electric and Power
Company (the "Company") prior to maturity. See "Certain Terms of the New
Bonds" herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
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Per Bond.............................. 99.032% 0.315% 98.717%
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Total................................. $19,806,400 $63,000 $19,743,400
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(1) Plus accrued interest from May 1, 1996 to date of delivery.
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before estimated expenses of $135,000 payable by the Company.
The new Bonds are offered by the Underwriter, subject to prior sale, when,
as and if delivered to and accepted by the Underwriter and subject to various
prior conditions, including the Underwriter's right to reject any order in
whole or in part. It is expected that delivery of the new Bonds will be made
in New York, New York, on or about May 30, 1996, against payment therefor in
immediately available funds.
FURMAN SELZ
The date of this Prospectus Supplement is May 23, 1996.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW BONDS
OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds from the sale of the new Bonds, together with $10,000,000
in bank borrowings having a term of five years, will be used by the Company to
redeem in July 1996 the $28,200,000 outstanding principal amount of its First
Mortgage Bonds, 9 3/8% Series due July 1, 2021.
RECENT RESULTS OF OPERATIONS
For the twelve months ended April 30, 1996, "Operating Revenues", "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $227,617,000, $37,983,000 and $23,113,000, respectively. In the opinion
of the management of the Company, the above amounts for the twelve months
ended April 30, 1996 reflect all adjustments (which were only normal recurring
adjustments) necessary to present fairly the results of operations for such
period. The "Ratio of Earnings to Fixed Charges" for the twelve months ended
April 30, 1996 was 4.08. The "Ratios of Earnings to Fixed Charges" for the
years ended December 31, 1994 and 1995 were 3.78 and 4.06, respectively.
CERTAIN TERMS OF THE NEW BONDS
The following description of certain terms of the new Bonds offered hereby
supplements, and should be read together with, the statements under
"Description of New Bonds" in the accompanying Prospectus.
General: The new Bonds will mature on May 1, 2006 and will bear interest
from May 1, 1996 at the rate per annum shown in their title, payable on May 1
and November 1 in each year. Interest will, subject to certain exceptions, be
paid to registered holders of record at the close of business on the April 15
or October 15, as the case may be, next preceding the interest payment date.
The new Bonds will be issued on the basis of available Bond retirements.
Principal of the new Bonds is payable at the principal corporate trust
office of the Trustee in New York, New York. New Bonds will be exchangeable
for a like aggregate principal amount of new Bonds of other authorized
denominations, and will be transferable, at the principal corporate trust
office of the Trustee in New York, New York, without payment of any charge
other than for any stamp tax or other governmental charge incident thereto.
Settlement by the purchasers of new Bonds will be made in immediately
available funds. The new Bonds will initially be issued in the form of one or
more fully registered securities, representing the aggregate principal amount
of the new Bonds, that will be deposited with, or on behalf of, The Depository
Trust Company ("DTC"), and registered in the name of CEDE & Co., the nominee
of DTC. All payments to DTC of principal and interest on the new Bonds will be
made in immediately available funds.
Redemption Provisions: The new Bonds will not be redeemable at the option of
the Company prior to maturity.
Concerning the Trustee: The Bank of New York is the successor Trustee under
the Mortgage. Affiliates of the Company from time to time make borrowings from
such bank.
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LEGAL OPINION AND EXPERTS
Bouhan, Williams & Levy LLP, Savannah, Georgia, general counsel for the
Company, and Troutman Sanders LLP, Atlanta, Georgia, counsel for the Company,
will render opinions to the Underwriter as to the legality of the new Bonds.
Dewey Ballantine, New York, New York, will act as counsel for the Underwriter
and will render an opinion to the Underwriter as to the legality of the new
Bonds. Dewey Ballantine will rely on the opinion of Bouhan, Williams & Levy
LLP and Troutman Sanders LLP as to matters of Georgia law.
The financial statements and schedules of the Company filed with the
Company's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in the accompanying Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference therein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
Bouhan, Williams & Levy LLP have reviewed the statements as to matters of
law and legal conclusions relating to the Company under "Item 1 -- Business --
Competition", "Item 1 -- Business-- Regulation" and relating to titles of
property of the Company under "Item 2 -- Properties -- Titles to Property" in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
incorporated by reference in the accompanying Prospectus, and such statements
are incorporated therein in reliance upon their authority as experts. George
W. Williams, a Director Emeritus of the Company, is of counsel to the firm of
Bouhan, Williams & Levy LLP, and he and other members of such firm own an
aggregate of 14,946 shares of common stock of The Southern Company.
UNDERWRITING
Subject to the terms and conditions set forth in the Purchase Contract, the
Company has agreed to sell to Furman Selz LLC (the "Underwriter"), and the
Underwriter has agreed to purchase from the Company, the entire principal
amount of the new Bonds.
The Purchase Contract provides that the Underwriter will be obligated to
purchase all of the new Bonds offered hereby if any of the new Bonds are
purchased.
The Company has been advised by the Underwriter that it proposes to offer
the new Bonds to the public initially at the Price to Public set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of 0.250% of the principal amount of the new
Bonds; that the Underwriter may allow, and such dealers may reallow, a
discount not in excess of 0.125% of the principal amount of the new Bonds on
sales to other dealers; and that the Price to Public, concession and discount
to the dealers may be changed by the Underwriter after the initial offering.
In the Purchase Contract, the Underwriter and the Company have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
The Company has been advised by the Underwriter that it may from to time
purchase and sell new Bonds in the secondary market, but that it is not
obligated to do so. There can be no assurance that there will be a secondary
market for the new Bonds.
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