SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 16, 2001
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GEORGIA POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Georgia 1-6468 58-0257110
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
241 Ralph McGill Boulevard, NE, Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 506-6526
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N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On February 16, 2001, Georgia Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$100,000,000 aggregate principal amount of its Series H 6.70% Senior Insured
Quarterly Notes due March 1, 2011 (the "Series H Senior Notes"). Said Notes were
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to the shelf registration statement (Registration Statement Nos.
333-75193, 333-75193-01 and 333-75193-02) of the Company. Incorporation of
Certain Documents by Reference
Pursuant to Rule 411 of Regulation C under the Securities Act, and in
reliance on Ambac Assurance Corporation, SEC No-Action Letter (September 6,
1996), the Company does hereby incorporate by reference the consolidated
financial statements of Ambac Assurance Corporation and Subsidiaries as of
December 31, 1999 and December 31, 1998, and for each of the three years in the
period ended December 31, 1999, included in the Annual Report on Form 10-K of
Ambac Assurance Corporation (which was filed with the Securities and Exchange
Commission on March 30, 2000) into (i) this Current Report on Form 8-K; (ii) the
Company's Registration Statement on Form S-3 (File Nos. 333-75193, 333-75193-01
and 333-75193-02) and (iii) the prospectus supplement dated February 16, 2001
relating to the Series H Senior Notes filed pursuant to Rule 424(b) under the
Securities Act.
In connection with the incorporation of such documents by reference,
the Company is hereby filing the consent of KPMG LLP, independent accountants
for Ambac Assurance Corporation, insurer of the Series H Senior Notes, to the
use of its name in such prospectus supplement. The consent of KPMG LLP is filed
herewith as Exhibit 23.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated February 16, 2001,
among the Company and Edward D. Jones & Co., L.P.,
A.G. Edwards & Sons, Inc. and Prudential Securities
Incorporated, as the Underwriters.
4.2 Eighth Supplemental Indenture to Senior Note
Indenture dated as of February 23, 2001, providing
for the issuance of the Company's Series H 6.70%
Senior Insured Quarterly Notes due March 1, 2011.
4.7 Form of Series H 6.70% Senior Insured Quarterly Note
due March 1, 2011. (included in Exhibit 4.2 above).
12.1 Computation of ratio of earnings to fixed charges.
23.1 Consent of Troutman Sanders LLP.
23.2 Consent of KPMG LLP.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 23, 2001 GEORGIA POWER COMPANY
By /s/Wayne Boston
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Wayne Boston
Assistant Secretary