-----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, BiRLWA3ZaZutNMf8tnUbFdAV951v5QYaDkgdgH1TnTmK4f1KHljlRd0aL8CUD0Se ST6mY3AKW5BfI1ADl1zidA== 0000041091-99-000012.txt : 19990316 0000041091-99-000012.hdr.sgml : 19990316 ACCESSION NUMBER: 0000041091-99-000012 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990315 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: U-1/A SEC ACT: SEC FILE NUMBER: 070-09437 FILM NUMBER: 99564634 BUSINESS ADDRESS: STREET 1: 241 RALPH MCGILL BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045066526 U-1/A 1 File No. 70-9437 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM U-1 APPLICATION OR DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 GEORGIA POWER COMPANY 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308-3374 (Name of company or companies filing this statement and addresses of principal executive offices) THE SOUTHERN COMPANY (Name of top registered holding company parent of each applicant or declarant) Judy M. Anderson Vice President and Secretary Georgia Power Company 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308-3374 (Names and addresses of agents for service) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. Westbrook Financial Vice President The Southern Company 270 Peachtree Street, N.W. Atlanta, Georgia 30303 Wayne T. Dahlke John McLanahan, Esq. Power Delivery Senior Vice President Troutman Sanders LLP Georgia Power Company 600 Peachtree Street, N.E. 241 Ralph McGill Boulevard, N.E. Suite 5200 Atlanta, Georgia 30308-3374 Atlanta, Georgia 30308 INFORMATION REQUIRED Item 1. Description of Proposed Transactions. The entire second and third paragraphs of Item 1, Description of Proposed Transactions, which begins "Georgia Power proposes, pursuant to an Agreement of Exchange" and ends "1% of Georgia Power's substation facilities (based on original cost)" is hereby deleted, and in lieu thereof, the following is added: "Georgia Power proposes, pursuant to an Agreement of Exchange ("Exchange Agreement") with GTC, to convey to GTC all of Georgia Power's right, title and interest in and to the real and personal property comprising up to 30 of Georgia Power's distribution and transmission substation facilities which are listed on Schedule 1 attached hereto and by this reference incorporated herein (the "Georgia Power Substation Facilities"), in exchange for all of GTC's right, title and interest in and to the real and personal property comprising up to 4 of GTC's distribution and transmission substation facilities which are listed on Schedule 2 attached hereto and by this reference incorporated herein (the "GTC Substation Facilities"). The estimated exchange value of the GTC Substation Facilities represents GTC's book cost1 of the GTC Substation Facilities, including land, incurred through the date of closing. The estimated exchange value of the Georgia Power Substation Facilities represents Georgia Power's book cost of the Georgia Power Substation Facilities, including land, incurred through the date of closing plus an additional amount in order to insure that Georgia Power does not incur any after-tax loss on the exchange. A payment to equalize the value of the Georgia Power Substation Facilities and the GTC Substation Facilities will be made by GTC to Georgia Power at the closing. This - -------- 1 The term "book cost" as used in this U-1 means the accumulated historical cost of all property comprising the substation. payment is expected to equal approximately 4.37 million dollars2. The difference between the net book value3 of the Georgia Power Substation Facilities and the net book value of the GTC Substation Facilities is approximately 1.73 million dollars. No market value studies have been performed for the Georgia Power Substation Facilities. Under the Revised and Restated Integrated Transmission System Agreement, dated as of November 12, 1990 (the "System Agreement"), between Georgia Power and GTC as assignee of Oglethorpe Power Corporation (An Electric Membership Corporation), the parties have the responsibility to maintain a pro rata investment level in integrated transmission system ("ITS") investments and pay carrying costs to a party carrying more than its pro rata share of ITS investment. Such determinations are made based on book value and therefore any transfers of assets between ITS participants are made at book value. The result is that the total ITS investment does not change and the effect on each party's pro rata share of the total investment is equal in magnitude. Currently, the Georgia Power Facilities primarily serve GTC's load and vice-versa. Under the System Agreement, the owner of ITS assets is responsible for the operation and maintenance of those assets. This exchange will realign Georgia Power and GTC's interests so that GTC is responsible for the operation and maintenance payments for facilities which principally serve GTC's load and Georgia Power is responsible for the operation and maintenance for facilities which principally serve Georgia Power's load. The 30 substations being disposed of by Georgia Power represent less than 1% of Georgia Power's total substation facilities (based on book cost)." - -------- 2 Georgia Power book value $6,175,237 - - GTC book value 2,366,406 - ------------------------------------------------------ ------------ Difference in book values $3,808,831 + Amount to ensure no after-tax loss to GPC 560,000 - ------------------------------------------------------ ------------ Total Payment to Georgia Power $4,368,831 3 The term "net book value" as used in this U-1 means the book cost less accumulated depreciation. Item 4. Regulatory Approval. After the single sentence in Item 4, Regulatory Approval, the following sentence is added: "The Commission has granted similar authority for sales or exchanges of Georgia Power substations at book cost in Rel. Nos. 35-25207 and 20958." Item 6. Exhibits and Financial Statements. (a) Exhibits H - Form of Notice. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Dated: March 15, 1999 GEORGIA POWER COMPANY By: /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHBIT H Exhibit H The Southern Company Proposed Notice of Proceedings - ------------------------------------------------------------------------------- Georgia Power Company ("Georgia Power"), a wholly-owned subsidiary of The Southern Company ("Southern"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), has filed an application-declaration (the "Application") under Sections 9(a) and 12(d) of the Act and Rules 44 and 23 thereunder. Georgia Power is sometimes hereinafter referred to as the "Applicant." Georgia Power seeks authorization to convey to Georgia Transmission Corporation ("GTC") all of Georgia Power's right, title and interest in and to the real and personal property, including engineering drawings, comprising up to 30 of Georgia Power's distribution and transmission substation facilities (the "Georgia Power Substation Facilities"), in exchange for all of GTC's right, title and interest in and to the real and personal property comprising up to 4 of GTC's distribution and transmission substation facilities (the "GTC Substation Facilities"). The estimated exchange value of Georgia Power's Substation Facilities and the GTC Substation Facilities are equal to the book cost of the facilities, including land, incurred through the date of closing. GTC will also pay an additional amount to insure that Georgia Power does not incur any after-tax loss on the exchange. A payment to equalize the value of the Georgia Power Substation Facilities and the GTC Substation Facilities will be paid by GTC to Georgia Power at the closing. Currently, the Georgia Power Facilities primarily serve GTC's load and vice versa. This exchange will realign Georgia Power and GTC's interests so that Georgia Power and GTC are responsible for the operation and maintenance payments for facilities which serve their respective loads. The 30 substations being sold by Georgia Power represent less than 1% of Georgia power's total substation facilities (based on book cost). To the extent that the facilities to be exchanged are currently part of the integrated transmission system operated by Georgia Power and GTC, they will remain a part of such integrated transmission system and thus will remain available for the use of Georgia Power and GTC without charge in accordance with the provisions of the Revised and Restated Integrated Transmission System Agreement, dated as of November 12, 1990, between Georgia Power and GTC as assignee of Oglethorpe Power Corporation (An Electric Membership Corporation). The closing for the proposed exchange is scheduled to take place at the later of May 1, 1999 or as soon as all requisite regulatory approvals have been obtained; however, Georgia Power is requesting authority to consummate the transaction on or before December 31, 1999. The closing is subject to Georgia Power's receiving the requisite approval of the Commission. For the Commission, by the Division of Investment Management, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----