-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KgB1cCw4fxqgEASM7b/tYDN6VbIAnpWEpec/Ji7yi9BHCq6MWEQX4YVIniD6ZLzk v2olEdJB3TqPh0uKLnpjbQ== 0000041091-03-000028.txt : 20030925 0000041091-03-000028.hdr.sgml : 20030925 20030925140222 ACCESSION NUMBER: 0000041091-03-000028 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CO CENTRAL INDEX KEY: 0000041091 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580257110 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105815 FILM NUMBER: 03909728 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045066526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CAPITAL TRUST VIII CENTRAL INDEX KEY: 0001137345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105815-03 FILM NUMBER: 03909727 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BLVD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045067146 MAIL ADDRESS: STREET 1: 241 RALPH MCGILL BLVD CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CAPITAL TRUST VII CENTRAL INDEX KEY: 0001137347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105815-04 FILM NUMBER: 03909726 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BLVD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045067146 MAIL ADDRESS: STREET 1: 241 RALPH MCGILL BLVD CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CAPITAL TRUST IX CENTRAL INDEX KEY: 0001238636 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105815-02 FILM NUMBER: 03909730 BUSINESS ADDRESS: STREET 1: C/O SOUTHERN CO STREET 2: 241 RALPH MCGILL BLVD N.E. BIN 10116 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045067146 MAIL ADDRESS: STREET 1: C/O SOUTHERN CO STREET 2: 241 RALPH MCGILL BLVD N.E. BIN 10116 CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA POWER CAPITAL TRUST X CENTRAL INDEX KEY: 0001238637 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105815-01 FILM NUMBER: 03909729 BUSINESS ADDRESS: STREET 1: C/O SOUTHERN CO STREET 2: 241 RALPH MCGILL BLVD N.E. BIN 10116 CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045067146 MAIL ADDRESS: STREET 1: C/O SOUTHERN CO STREET 2: 241 RALPH MCGILL BLVD N..E BIN 10116 CITY: ATLANTA STATE: GA ZIP: 30308 424B5 1 seriesr424.txt Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-105815 333-105815-01 333-105815-02 333-105815-03 333-105815-04 PROSPECTUS SUPPLEMENT SEPTEMBER 23, 2003 (TO PROSPECTUS DATED JUNE 25, 2003) $200,000,000 (GEORGIA POWER COMPANY LOGO) SERIES R 6% SENIOR NOTES DUE OCTOBER 15, 2033 --------------------------- The Series R Senior Notes bear interest at the rate of 6% per year. Interest on the Series R Senior Notes is payable quarterly on January 15, April 15, July 15 and October 15 of each year, beginning January 15, 2004. The Series R Senior Notes will mature on October 15, 2033. The Series R Senior Notes are redeemable by Georgia Power Company on or after October 23, 2008. The Series R Senior Notes do not have the benefit of any sinking fund. The Series R Senior Notes are unsecured and rank equally with all of Georgia Power Company's other unsecured indebtedness from time to time outstanding and will be subordinated to all secured indebtedness of Georgia Power Company to the extent of the assets securing such debt. The Series R Senior Notes will be issued only in registered form in denominations of $25. SEE "RISK FACTORS" ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT FOR INFORMATION ON CERTAIN RISKS RELATED TO THE PURCHASE OF THESE SECURITIES. Georgia Power Company plans to list the Series R Senior Notes on the New York Stock Exchange. Trading of the Series R Senior Notes is expected to begin on the New York Stock Exchange within 30 days after the Series R Senior Notes are first issued. ---------------------------
PER NOTE TOTAL -------- ----- Public offering price(1).................................... $25.00 $200,000,000 Underwriting discount....................................... $.7875 $6,300,000 Proceeds, before expenses, to Georgia Power Company(1)...... $24.2125 $193,700,000
- ------------ (1) Plus accrued interest, if any, from the date of original issuance of the Series R Senior Notes, which is expected to be October 23, 2003. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Series R Senior Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company on or about October 23, 2003. ------------------------------ Joint Book-Running Managers BANC OF AMERICA SECURITIES LLC MORGAN STANLEY WACHOVIA SECURITIES ------------------------------ CITIGROUP UBS INVESTMENT BANK ------------------------------ LEHMAN BROTHERS No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus. You must not rely on any unauthorized information or representations. This Prospectus Supplement and accompanying Prospectus is an offer to sell only the Series R Senior Notes offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information incorporated by reference or contained in this Prospectus Supplement and accompanying Prospectus is current only as of its date. --------------------- TABLE OF CONTENTS
PAGE ---- PROSPECTUS SUPPLEMENT Risk Factors................................................ S-3 The Company................................................. S-3 Selected Financial Information.............................. S-3 Recent Developments......................................... S-4 Use of Proceeds............................................. S-4 Description of the Series R Senior Notes.................... S-4 Underwriting................................................ S-8 PROSPECTUS About this Prospectus....................................... 2 Risk Factors................................................ 2 Available Information....................................... 2 Incorporation of Certain Documents by Reference............. 3 Georgia Power Company....................................... 3 Selected Information........................................ 4 The Trusts.................................................. 4 Accounting Treatment of the Trusts.......................... 5 Use of Proceeds............................................. 5 Description of the Senior Notes............................. 5 Description of the Junior Subordinated Notes................ 9 Description of the Preferred Securities..................... 14 Description of the Guarantees............................... 15 Relationship Among the Preferred Securities, the Junior Subordinated Notes and the Guarantees..................... 17 Plan of Distribution........................................ 19 Legal Matters............................................... 19 Experts..................................................... 19
S-2 RISK FACTORS Investing in the Series R Senior Notes involves risk. Please see the risk factors in Georgia Power Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, which is incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The risks and uncertainties not presently known to Georgia Power Company or that Georgia Power Company currently deems immaterial may also impair its business operations, its financial results and the value of the Series R Senior Notes. THE COMPANY Georgia Power Company (the "Company") is a corporation organized under the laws of the State of Georgia on June 26, 1930. The Company has its principal office at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone (404) 506-6526. The Company is a wholly owned subsidiary of The Southern Company. The Company is a regulated public utility engaged in the generation, transmission, distribution and sale of electric energy within an approximately 57,200 square mile service area comprising most of the State of Georgia. SELECTED FINANCIAL INFORMATION The following selected financial data for the years ended December 31, 1998 through December 31, 2002 and the six months ended June 30, 2003 has been derived from the Company's financial statements and related notes, incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below is qualified in its entirety by reference to and, therefore, should be read together with management's discussion and analysis of results of operations and financial condition, the financial statements and related notes and other financial information incorporated by reference in this Prospectus Supplement and the accompanying Prospectus.
SIX MONTHS YEAR ENDED DECEMBER 31, ENDED ------------------------------------------ JUNE 30, 1998 1999 2000 2001 2002 2003 ------ ------ ------ ------ ------ ----------- (MILLIONS, EXCEPT RATIOS) (UNAUDITED) Operating Revenues.......................... $4,738 $4,457 $4,871 $4,966 $4,822 $2,317 Earnings Before Income Taxes................ 975 895 921 974 976 464 Net Income After Dividends on Preferred Stock..................................... 570 541 559 610 618 292 Ratio of Earnings to Fixed Charges(1)....... 4.49 4.26 4.14 4.79 5.07 4.70
CAPITALIZATION AS OF JUNE 30, 2003 -------------------------------- ACTUAL AS ADJUSTED(2) --------- -------------------- (MILLIONS, EXCEPT PERCENTAGES) (UNAUDITED) Common Stock Equity......................................... $4,451 $4,451 48.5% Cumulative Preferred Stock.................................. 15 15 0.2 Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts Holding Company Junior Subordinated Notes(3)..................................... 940 940 10.3 Senior Notes................................................ 1,900 2,000 21.8 Other Long-Term Debt........................................ 1,763 1,763 19.2 ------ ------ ----- Total, excluding amounts due within one year of $342 million............................................... $9,069 $9,169 100.0% ====== ====== =====
- --------------- (1) This ratio is computed as follows: (i) "Earnings" have been calculated by adding to "Earnings Before Income Taxes" "Interest Expense, Net of Amounts Capitalized," "Distributions on Preferred Securities of Subsidiary" and the debt portion of allowance for funds used during construction, and S-3 (ii) "Fixed Charges" consist of "Interest Expense, Net of Amounts Capitalized," "Distributions on Preferred Securities of Subsidiary" and the debt portion of allowance for funds used during construction. (2) Reflects (i) the issuance in September 2003 of $100,000,000 aggregate principal amount of Series Q 4.90% Senior Notes due September 15, 2013; (ii) the proposed redemption in November 2003 of $200,000,000 aggregate principal amount of Series B 6.60% Senior Notes due December 31, 2038; and (iii) the issuance of the Series R Senior Notes offered hereby. (3) Substantially all of the assets of the respective Trusts are Junior Subordinated Notes of the Company, and upon redemption of such debt, the related Preferred Securities will be mandatorily redeemable. RECENT DEVELOPMENTS For information related to the Company's fuel cost recovery rate increase filing, reference is made to Note (G) to the consolidated financial statements of the Company in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. On August 19, 2003, the Georgia Public Service Commission issued an order approving a stipulation reached by the Company, the Consumers' Utility Counsel Division, Georgia Textile Manufacturers Association, Georgia Industrial Group and the Staff of the Georgia Public Service Commission. The stipulation allows the Company to increase customer fuel rates to recover existing under-recovered deferred fuel costs over the period of October 1, 2003 through March 31, 2005, as well as future projected fuel costs. The new fuel rate represents an average annual increase in rates paid by customers of approximately 1.6%. USE OF PROCEEDS The proceeds from the sale of the Series R Senior Notes will be used by the Company to redeem in November 2003 all of its Series B 6.60% Senior Notes due December 31, 2038 currently outstanding in the aggregate principal amount of $200,000,000 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest. Such redemption will be subject to the issuance of the Series R Senior Notes. DESCRIPTION OF THE SERIES R SENIOR NOTES Set forth below is a description of the specific terms of the Series R 6% Senior Notes due October 15, 2033 (the "Series R Senior Notes"). This description supplements, and should be read together with, the description of the general terms and provisions of the senior notes set forth in the accompanying Prospectus under the caption "Description of the Senior Notes." The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the description in the accompanying Prospectus and the Senior Note Indenture dated as of January 1, 1998, as supplemented (the "Senior Note Indenture"), between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Senior Note Indenture Trustee"). GENERAL The Series R Senior Notes will be issued as a series of senior notes under the Senior Note Indenture. The Series R Senior Notes will initially be issued in the aggregate principal amount of $200,000,000. The Company may, without the consent of the holders of the Series R Senior Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the Series R Senior Notes. Any additional notes having such similar terms, together with the Series R Senior Notes, will constitute a single series of senior notes under the Senior Note Indenture. The entire principal amount of the Series R Senior Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on October 15, 2033. The Series R Senior Notes are not subject to any sinking fund provision. The Series R Senior Notes are available for purchase in denominations of $25 and any integral multiple thereof. S-4 INTEREST Each Series R Senior Note shall bear interest at the rate of 6% per year ("the Securities Rate") from the date of original issuance, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (each, an "Interest Payment Date") to the person in whose name such Series R Senior Note is registered at the close of business on the fifteenth calendar day prior to such payment date (whether or not a Business Day). The initial Interest Payment Date is January 15, 2004. The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series R Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. "Business Day" means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Senior Note Indenture Trustee's corporate trust office is closed for business. RANKING The Series R Senior Notes will be direct, unsecured and unsubordinated obligations of the Company ranking equally with all other unsecured and unsubordinated obligations of the Company from time to time outstanding. The Series R Senior Notes will be subordinated to all secured indebtedness of the Company to the extent of the assets securing such debt, aggregating approximately $81,000,000 outstanding at June 30, 2003. The Senior Note Indenture contains no restrictions on the amount of additional indebtedness that may be incurred by the Company. TRADING CHARACTERISTICS The Series R Senior Notes are expected to trade at a price that takes into account the value, if any, of accrued but unpaid interest; thus, purchasers will not pay and sellers will not receive accrued and unpaid interest with respect to the Series R Senior Notes that is not included in the trading price thereof. Any portion of the trading price of a Series R Senior Note received that is attributable to accrued interest will be treated as ordinary interest income for federal income tax purposes and will not be treated as part of the amount realized for purposes of determining gain or loss on the disposition of the Series R Senior Note. The trading price of the Series R Senior Notes is likely to be sensitive to the level of interest rates generally. If interest rates rise in general, the trading price of the Series R Senior Notes may decline to reflect the additional yield requirements of the purchasers. Conversely, a decline in interest rates may increase the trading price of the Series R Senior Notes, although any increase will be moderated by the Company's ability to call the Series R Senior Notes at any time on or after October 23, 2008. OPTIONAL REDEMPTION The Company shall have the right to redeem the Series R Senior Notes at any time in whole, or from time to time in part, without premium, on or after October 23, 2008, upon not less than 30 nor more than 60 days' notice, at a redemption price (the "Redemption Price") equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest to the date of redemption (the "Redemption Date"). If notice of redemption is given as aforesaid, the Series R Senior Notes to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Series R Senior Notes shall cease to bear interest. If any Series R Senior Note called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the Securities Rate. See "Description of the Senior Notes -- Events of Default" in the accompanying Prospectus. S-5 Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any time and from time to time, purchase outstanding Series R Senior Notes by tender, in the open market or by private agreement. BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY The Depository Trust Company ("DTC") will act as the initial securities depository for the Series R Senior Notes. The Series R Senior Notes will be issued only as fully-registered securities registered in the name of Cede & Co., DTC's nominee or such other name as may be requested by an authorized representative of DTC. One or more fully-registered global Series R Senior Notes certificates will be issued, representing in the aggregate the total principal amount of Series R Senior Notes, and will be deposited with the Senior Note Indenture Trustee on behalf of DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "1934 Act"). DTC holds securities that its participants ("Participants") deposit with DTC. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC and EMCC, also subsidiaries of DTCC), as well as by The New York Stock Exchange, Inc. (the "NYSE"), the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission (the "Commission"). More information about DTC can be found at www.dtcc.com. Purchases of Series R Senior Notes within the DTC system must be made by or through Direct Participants, which will receive a credit for the Series R Senior Notes on DTC's records. The ownership interest of each actual purchaser of Series R Senior Notes ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Series R Senior Notes. Transfers of ownership interests in the Series R Senior Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series R Senior Notes, except in the event that use of the book-entry system for the Series R Senior Notes is discontinued. To facilitate subsequent transfers, all Series R Senior Notes deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series R Senior Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series R Senior Notes. DTC's records reflect only the identity of the Direct Participants to whose accounts such Series R S-6 Senior Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series R Senior Notes are being redeemed, DTC will reduce the amount of the interest of each Direct Participant in the Series R Senior Notes in accordance with its procedures. Although voting with respect to the Series R Senior Notes is limited, in those cases where a vote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will itself consent or vote with respect to Series R Senior Notes. Under its usual procedures, DTC would mail an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series R Senior Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Series R Senior Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Company or the Senior Note Indenture Trustee on the relevant payment date in accordance with their respective holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers registered in "street name," and will be the responsibility of such Direct or Indirect Participant and not of DTC or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Company, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. Except as provided herein, a Beneficial Owner of a global Series R Senior Note will not be entitled to receive physical delivery of Series R Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Series R Senior Notes. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global Series R Senior Note. DTC may discontinue providing its services as securities depository with respect to the Series R Senior Notes at any time by giving reasonable notice to the Company. Under such circumstances, in the event that a successor securities depository is not obtained, Series R Senior Notes certificates will be printed and delivered to the holders of record. Additionally, the Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depository) with respect to the Series R Senior Notes. In that event, certificates for the Series R Senior Notes will be printed and delivered to the holders of record. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof. The Company has no responsibility for the performance by DTC or its Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations. S-7 UNDERWRITING Subject to the terms and conditions of the Underwriting Agreement, the Company has agreed to sell to each of the Underwriters named below (for whom Banc of America Securities LLC, Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC are acting as Representatives) and each of the Underwriters has severally agreed to purchase from the Company the respective principal amount of Series R Senior Notes set forth opposite its name below:
PRINCIPAL AMOUNT OF SERIES R UNDERWRITER SENIOR NOTES - ----------- ------------------- Banc of America Securities LLC.............................. $ 32,200,000 Morgan Stanley & Co. Incorporated........................... 32,200,000 Wachovia Capital Markets, LLC .............................. 32,200,000 Citigroup Global Markets Inc. .............................. 32,200,000 UBS Securities LLC.......................................... 32,200,000 Lehman Brothers Inc. ....................................... 4,000,000 A.G. Edwards & Sons, Inc. .................................. 1,500,000 BB&T Capital Markets, Inc. ................................. 1,500,000 Bear, Stearns & Co. Inc. ................................... 1,500,000 Dain Rauscher Incorporated ................................. 1,500,000 Deutsche Bank Securities Inc. .............................. 1,500,000 H & R Block Financial Advisors, Inc. ....................... 1,500,000 HSBC Securities (USA) Inc. ................................. 1,500,000 Legg Mason Wood Walker, Incorporated ....................... 1,500,000 Oppenheimer & Co. Inc. ..................................... 1,500,000 Quick and Reilly, Inc. ..................................... 1,500,000 Samuel A. Ramirez & Company, Incorporated .................. 1,500,000 Charles Schwab & Co., Inc. ................................. 1,500,000 SunTrust Capital Markets, Inc. ............................. 1,500,000 TD Waterhouse Investor Services, Inc. ...................... 1,500,000 U.S. Bancorp Piper Jaffray Inc. ............................ 1,500,000 Wells Fargo Brokerage Services, LLC ........................ 1,500,000 Advest, Inc. ............................................... 500,000 Robert W. Baird & Co. Incorporated ......................... 500,000 Banc One Capital Markets, Inc. ............................. 500,000 William Blair & Co. ........................................ 500,000 Blaylock & Partners, L.P. .................................. 500,000 D.A. Davidson & Co. ........................................ 500,000 Guzman & Company............................................ 500,000 Iron Capital Markets, Inc. ................................. 500,000 J.J.B. Hilliard, W.L. Lyons, Inc. .......................... 500,000 Janney Montgomery Scott LLC ................................ 500,000 C.L. King & Associates, Inc. ............................... 500,000 The Malachi Group, Inc. .................................... 500,000 McDonald Investments Inc., A KeyCorp Company ............... 500,000 McGinn, Smith & Co. Inc. ................................... 500,000 Mesirow Financial, Inc. .................................... 500,000 Morgan Keegan & Company, Inc. .............................. 500,000 Pershing/a Division of Donaldson, Lufkin & Jenrette ........ 500,000 Raymond James & Associates, Inc. ........................... 500,000 Ryan, Beck & Co. LLC ....................................... 500,000 Southwest Securities, Inc. ................................. 500,000 Stifel, Nicolaus & Company Incorporated .................... 500,000 The Williams Capital Group, L.P............................. 500,000 ------------ Total......................................... $200,000,000 ============
In the Underwriting Agreement, the obligations of the several Underwriters to purchase the Series R Senior Notes offered hereby are subject to certain conditions and the Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all of the Series R Senior Notes offered hereby if any of the Series R Senior Notes are purchased. S-8 The expenses associated with the offer and sale of the Series R Senior Notes are expected to be $325,000. The Underwriters propose initially to offer the Series R Senior Notes to the public at the initial public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of $.50 per Series R Senior Note. The Underwriters may allow, and such dealers may reallow, a discount not in excess of $.45 per Series R Senior Note to certain other dealers. After the initial public offering, the public offering price, selling concession and discount may be changed. Prior to this offering, there has been no public market for the Series R Senior Notes. The Series R Senior Notes are expected to be approved for listing on the NYSE, subject to official notice of issuance. Trading of the Series R Senior Notes on the NYSE is expected to commence within a 30-day period after the initial delivery of the Series R Senior Notes. The Representatives have advised the Company that they intend to make a market in the Series R Senior Notes prior to the commencement of trading on the NYSE. However, the Representatives will have no obligation to make a market in the Series R Senior Notes, however, and may cease market making activities, if commenced, at any time. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In connection with the offering, the Underwriters may purchase and sell the Series R Senior Notes in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the Series R Senior Notes and syndicate short positions involve the sale by the Underwriters of a greater number of Series R Senior Notes than they are required to purchase from the Company in the offering. The Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker dealers in respect of the securities sold in the offering for their account may be reclaimed by the syndicate if such Series R Senior Notes are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Series R Senior Notes, which may be higher than the price that might otherwise prevail in the open market; and these activities, if commenced, may be discontinued at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise. It is expected that the delivery of the Series R Senior Notes will be made on the date specified on the cover page of this Prospectus Supplement which will be the 21st Business Day following the date of this Prospectus Supplement. Under Rule 15c6-1 of the Commission under the 1934 Act, trades in the secondary market generally are required to settle in three Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, the purchasers who wish to trade the Series R Senior Notes on the date of this Prospectus Supplement or the next 17 succeeding Business Days will be required to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisor. Certain of the Underwriters engage in transactions with, and, from time to time, have performed services for, the Company and its affiliates in the ordinary course of business for which they have received and will receive customary compensation. S-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- $200,000,000 (GEORGIA POWER COMPANY LOGO) SERIES R 6% SENIOR NOTES DUE OCTOBER 15, 2033 ------------------------------------ PROSPECTUS SUPPLEMENT SEPTEMBER 23, 2003 ------------------------------------ Joint Book-Running Managers BANC OF AMERICA SECURITIES LLC MORGAN STANLEY WACHOVIA SECURITIES --------------------- CITIGROUP UBS INVESTMENT BANK --------------------- LEHMAN BROTHERS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----