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) January 15, 2004
-------------------------------
GEORGIA POWER COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Georgia 1-6468 58-0257110
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
241 Ralph McGill Boulevard, Atlanta, Georgia 30308
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 506-6526
------------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
2
Item 5. Other Events.
------------
On January 15, 2004, Georgia Power Company (the "Company") and Georgia
Power Capital Trust VII (the "Trust") entered into an Underwriting Agreement
covering the issue and sale by the Trust of 8,000,000 5 7/8% 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. 333-105815,
333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04) of the Company
and the Trust. Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated January 15, 2004, among
the Company, the Trust and Morgan Stanley & Co.
Incorporated, as the representative of the
underwriters named in Schedule I thereto.
4.4 Fifth Supplemental Indenture dated as of January 23,
2004, providing for the issuance of the Company's
Series G 5 7/8% Junior Subordinated Notes due January
15, 2044.
4.7-A Amended and Restated Trust Agreement of the Trust.
4.8-A Form of Preferred Security of the Trust (included in
Exhibit 4.7-A above).
4.10 Form of Series G 5 7/8% Junior Subordinated Note due
January 15, 2044 (included in Exhibit 4.4 above).
4.11-A Guarantee Agreement relating to the Trust.
4.12-A Agreement as to Expenses and Liabilities relating to
Georgia Power Capital Trust VII (included in Exhibit
4.7-A above).
- 2 -
5.1 Opinion of Troutman Sanders LLP.
5.2-A Opinion of Richards, Layton & Finger, P.A., relating
to the Trust.
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: January 23, 2004 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary