FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GEORGIA POWER CAPITAL, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2139437
(State of incorporation or organization) (IRS Employer
Identification No.)
333 Piedmont Avenue, NE, Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be so registered
9% Cumulative Monthly Income New York Stock Exchange
Preferred Securities, Series A
Securities to be registered pursuant to Section 12(g) of the Act:
-None-<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 9% Cumulative
Monthly Income Preferred Securities, Series A (the "Preferred
Securities"), of Georgia Power Capital, L.P., a Delaware limited
partnership ("Georgia Power Capital"). A description of the
Preferred Securities is contained in the Registration Statement
on Form S-3, as amended, of Georgia Power Company and Georgia
Power Capital, Registration Nos. 33-56423 and 33-56423-01, filed
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). Such description is incorporated herein by
this reference. A description of the Preferred Securities will
also be included in a form of prospectus subsequently filed by
Georgia Power Company and Georgia Power Capital pursuant to Rule
424(b) under the Securities Act. Such prospectus shall be deemed
to be incorporated by reference herein.
Item 2. Exhibits.
Exhibit Number
1 Registration Statement on Form S-3, as amended,
filed by Georgia Power Company and Georgia Power
Capital (Registration Nos. 33-56423 and 33-56423-
01) (the "Registration Statement") (incorporated
herein by reference).
4(a) Certificate of Limited Partnership of Georgia
Power Capital (designated in the Registration
Statement as Exhibit 4.4 and incorporated herein
by reference).
4(b) Form of Amended and Restated Agreement of Limited
Partnership of Georgia Power Capital (designated
in the Registration Statement as Exhibit 4.5 and
incorporated herein by reference).
4(c) Form of Action of General Partner of Georgia
Power Capital creating the Preferred Securities
(designated in the Registration Statement as
Exhibit 4.7 and incorporated herein by
reference).
4(d) Form of Indenture between Georgia Power Company
and Trust Company Bank, as trustee (designated in
the Registration Statement as Exhibit 4.1 and
incorporated herein by reference).<PAGE>
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4(e) Form of Supplemental Indenture to Indenture
(designated in the Registration Statement as
Exhibit 4.2 and incorporated herein by
reference).
4(f) Form of Guarantee Agreement of Georgia Power
Company with respect to the Preferred Securities
(designated in the Registration Statement as
Exhibit 4.10 and incorporated herein by
reference).
5 Form of Certificate evidencing the Preferred
Securities (included as Annex A to Exhibit 4(b)
above).
Exhibits heretofore filed with the Securities and
Exchange Commission and designated as set forth above are hereby
incorporated herein by reference and made a part hereof with the
same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated December 9, 1994 GEORGIA POWER CAPITAL, L.P.
By GEORGIA POWER COMPANY,
as sole General Partner
By /s/Wayne Boston
Wayne Boston
Assistant Secretary<PAGE>
