-----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, GukrlAKOiLaQZnXSUjwG56A3lu1sYc92lFM0MxqIEifb1VB/h4i8jgq52KeuUgBN qtmKKe8LGwZLbMnO89o8TQ== 0000092122-97-000068.txt : 19971223 0000092122-97-000068.hdr.sgml : 19971223 ACCESSION NUMBER: 0000092122-97-000068 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971222 SROS: NYSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-42096 FILM NUMBER: 97742039 BUSINESS ADDRESS: STREET 1: 333 PIEDMONT AVE NE CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045266526 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 7703930650 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- Amendment No. 2 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) ------------------------------- GEORGIA POWER COMPANY (Name of Issuer) THE SOUTHERN COMPANY (Name of Person(s) Filing Statement) TITLE CUSIP NUMBER - ----------------------------------------------------------------------------- Georgia Power Company, Preferred Stock $4.60 Series 373334200 $4.60 1962 Series 373334309 $4.60 1963 Series 373334408 $4.60 1964 Series 373334507 $4.72 Series 373334606 $4.92 Series 373334705 $4.96 Series 373334853 $5.00 Series 373334804 $5.64 Series 373334887 - ------------------------------------------------------------------------------ (Title of Class of Securities) (CUSIP Number of Class of Securities) Tommy Chisholm, Secretary The Southern Company 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (770) 393-0650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) The Commission is requested to mail signed copies of all orders, notices and communications to: W. L. Westbrook John D. McLanahan, Esq. Financial Vice President Troutman Sanders LLP The Southern Company 600 Peachtree Street, N.E., Suite 5200 270 Peachtree Street, N.W. Atlanta, Georgia 30308 Atlanta, Georgia 30303 November 3, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $87,171,521 $17,435 * Solely for purposes of calculating the filing fee and computed pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of securities listed above pursuant to the Offer described in the Offer to Purchase and Proxy Statement filed as an Exhibit hereto. /x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $17,435 Form or Registration No.: Schedule 13E-4 Filing Party: The Southern Company Date Filed: November 3, 1997 This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated November 3, 1997, as amended by Amendment No. 1 to Schedule 13E-4 dated November 26, 1997 (collectively, the "Statement"), each filed by The Southern Company, a Delaware corporation, relating to its offer to purchase any and all outstanding shares of the series of preferred stock listed above of Georgia Power Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement, dated November 3, 1997, and in the related Letter of Transmittal, copies of which are attached as Exhibits 99.(a)(1) and 99.(a)(2) to the Statement. Only those items of the Statement that are amended and supplemented hereby are included herein. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Statement. Item 1. Security and Issuer. Item 1 of the Statement is hereby amended and supplemented by adding thereto the following: The Offer expired at 5:00 p.m., New York City time, on December 10, 1997 in accordance with its terms. On December 16, 1997, Southern purchased the Shares validly tendered pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary. The Shares so purchased, and purchase price therefor, for each Series of Preferred are as follows: Shares Series of Preferred Purchased Purchase Price ------------------- --------- -------------- $4.60 Series 275,859 $23,718,356.82 $4.60 1962 Series 51,920 4,729,392.80 $4.60 1963 Series 44,488 4,052,411.92 $4.60 1964 Series 39,245 3,574,827.05 $4.72 Series 43,554 4,070,992.38 $4.92 Series 76,723 7,475,121.89 $4.96 Series 58,193 5,715,716.46 $5.00 Series 9,662 920,208.88 $5.64 Series 57,732 5,773,200.00 ------- --------------- Total 657,376 $60,030,228.20 Item 2. Source and Amount of Funds or Other Consideration. Item 2 of the Statement is hereby amended and supplemented by adding thereto the following: The total amount required by Southern to purchase the Shares pursuant to the Offer was $60,030,228.20, excluding fees and other expenses. Southern paid the purchase price to The Bank of New York, as Depositary, at 11:30 a.m., Atlanta time, on December 16, 1997 by wire transfer and received funds that afternoon from the Company to cover that position. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. Item 3 of the Statement is hereby amended and supplemented by adding thereto the following: The Shares purchased by Southern pursuant to the Offer were subsequently sold to the Company and were thereupon retired and canceled. As a result thereof, the Company has outstanding, as of December 16, 1997, a total of 157,915 Shares of the $4.60 Series, 18,080 Shares of the $4.60 1962 Series, 25,512 Shares of the $4.60 1963 Series, 10,755 Shares of the $4.60 1964 Series, 16,446 Shares of the $4.72 Series, 23,277 Shares of the $4.92 Series, 11,807 Shares of the $4.96 Series, 4,428 Shares of the $5.00 Series and 32,268 Shares of the $5.64 Series. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 22, 1997 THE SOUTHERN COMPANY By:__/s/Tommy Chisholm_ Tommy Chisholm Secretary -----END PRIVACY-ENHANCED MESSAGE-----