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) June 13, 2002
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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 Identification
of incorporation) Number) No.)
241 Ralph McGill Boulevard, 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.)
2
Item 5. Other Events.
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On June 13, 2002, Georgia Power Company (the "Company") and
Georgia Power Capital Trust V (the "Trust") entered into an Underwriting
Agreement covering the issue and sale by the Trust of not to exceed 18,400,000
7 1/8% Trust Preferred Securities (liquidation amount $25 per Preferred
Security). Said Preferred Securities were registered under the Securities Act
of 1933, as amended, pursuant to the registration statement (Registration
Nos. 333-57884, 333-57884-01, 333-57884-02, 333-57884-03 and 333-57884-04) of
the Company and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1 Underwriting Agreement, dated June 13, 2002,
among the Company, the Trust and Morgan
Stanley & Co. Incorporated, as the
representative of the underwriters named
in Schedule I thereto.
4.3 Subordinated Note Indenture dated June 1, 1997
between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as
Trustee (Designated in Certificate of
Notification, File No. 70-8461, as Exhibit D and
incorporated herein by reference).
4.4 Third Supplemental Indenture dated as of June 21,
2002, providing for the issuance of the Company's
Series E 7 1/8% Junior Subordinated Notes due
March 31, 2042.
4.7-A Amended and Restated Trust Agreement of Georgia
Power Capital Trust V.
4.8-A Form of Preferred Security of Georgia Power
Capital Trust V (included in Exhibit 4.7-A above).
4.10 Form of Series E 7-1/8% Junior Subordinated Note
due March 31, 2042 (included in
Exhibit 4.4 above).
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4.11-A Guarantee Agreement relating to Georgia Power
Capital Trust V.
4.12-A Agreement as to Expenses and Liabilities relating
to Georgia Power Capital Trust V (included in
Exhibit 4.7-A above).
5.1 Opinion of Troutman Sanders LLP.
5.2-A Opinion of Richards, Layton & Finger, P.A.,
relating to Georgia Power Capital Trust V.
8 Tax Opinion of Troutman Sanders LLP.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges
plus preferred dividend requirements (pre-income
tax basis).
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: June 21, 2002 GEORGIA POWER COMPANY
By /s/ Wayne Boston
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Wayne Boston
Assistant Secretary