Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-105815
333-105815-01
333-105815-02
333-105815-03
333-105815-04
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 25, 2003)
$125,000,000
(GPC LOGO)
SERIES V 4.10% SENIOR NOTES
DUE AUGUST 15, 2009
---------------------------
Georgia Power Company will pay interest on the Series V Senior Notes on
February 15 and August 15 of each year, beginning February 15, 2005.
Georgia Power Company may not redeem the Series V Senior Notes prior to
maturity.
The Series V Senior Notes will be unsecured and will rank equally with all
of Georgia Power Company's other unsecured indebtedness and will be effectively
subordinated to all secured debt of Georgia Power Company.
See "Risk Factors" on page S-2 to read about certain factors you should
consider before buying the securities.
The Series V Senior Notes should be delivered on or about August 20, 2004
through the book-entry facilities of The Depository Trust Company.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
PER SENIOR
NOTE TOTAL
- ------------------------------------------------------------------------------------------
Public offering price....................................... 99.947% $124,933,750
Underwriting discount....................................... 0.600% $ 750,000
Proceeds, before expenses, to Georgia Power Company......... 99.347% $124,183,750
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</Table>
---------------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
---------------------------
BARCLAYS CAPITAL
CALYON SECURITIES (USA)
JACKSON SECURITIES
KBC FINANCIAL PRODUCTS
LAZARD
SCOTIA CAPITAL
Prospectus Supplement dated August 12, 2004.
In making your investment decision, you should rely only on the information
contained or incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus. We have not, and the underwriters have not, authorized
anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it.
We are offering to sell the Series V Senior Notes only in places where
sales are permitted.
You should not assume that the information contained or incorporated by
reference in this Prospectus Supplement or the accompanying Prospectus is
accurate as of any date other than its respective date.
----------------------
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
PROSPECTUS SUPPLEMENT
Risk Factors......................... S-2
The Company.......................... S-2
Selected Financial Information....... S-2
Use of Proceeds...................... S-3
Description of the Series V Senior
Notes.............................. S-3
Underwriting......................... S-7
Experts.............................. S-8
</Table>
<Table>
<Caption>
PAGE
----
PROSPECTUS
About this Prospectus................ 2
Risk Factors......................... 2
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 3
Georgia Power Company................ 3
Selected Information................. 4
The Trusts........................... 4
Accounting Treatment of the Trusts... 5
Use of Proceeds...................... 5
Description of the Senior Notes...... 5
Description of the Junior
Subordinated Notes................. 9
Description of the Preferred
Securities......................... 14
Description of the Guarantees........ 15
Relationship Among the Preferred
Securities, the Junior Subordinated
Notes and the Guarantees........... 17
Plan of Distribution................. 19
Legal Matters........................ 19
Experts.............................. 19
</Table>
RISK FACTORS
Investing in the Series V Senior Notes involves risk. Please see the risk
factors in Georgia Power Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, along with disclosure related to the risk factors
contained in Georgia Power Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004 and June 30, 2004, which are all incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. Before
making an investment decision, you should carefully consider these risks as well
as other information contained or incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. The risks and uncertainties not
presently known to Georgia Power Company or that Georgia Power Company currently
deems immaterial may also impair its business operations, its financial results
and the value of the Series V Senior Notes.
THE COMPANY
Georgia Power Company (the "Company") is a corporation organized under the
laws of the State of Georgia on June 26, 1930. The Company has its principal
office at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374,
telephone (404) 506-6526. The Company is a wholly owned subsidiary of The
Southern Company ("Southern").
The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
57,200 square mile service area comprising most of the State of Georgia.
SELECTED FINANCIAL INFORMATION
The following selected financial information for the years ended December
31, 1999 through December 31, 2003 has been derived from the Company's audited
financial statements and related notes and the unaudited selected financial
data, incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus. The following selected financial information for the
six months ended June 30, 2004 has been derived from the Company's unaudited
financial statements and related notes, incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus. The information set forth
below is qualified in its entirety by reference to and, therefore, should be
read together with management's discussion and analysis of results of operations
and financial condition, the financial statements and related notes and other
financial information incorporated by reference in this Prospectus Supplement
and the accompanying Prospectus.
<Table>
<Caption>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------------------------ JUNE 30,
1999 2000 2001 2002 2003 2004(1)
------ ------ ------ ------ ------ ----------
(MILLIONS, EXCEPT RATIOS)
Operating Revenues..................... $4,457 $4,871 $4,966 $4,822 $4,914 $2,553
Earnings Before Income Taxes........... 895 921 974 976 998 485
Net Income After Dividends on Preferred
Stock................................ 541 559 610 618 630 300
Ratio of Earnings to Fixed
Charges(2)........................... 4.26 4.14 4.79 5.07 5.01 4.79
</Table>
S-2
<Table>
<Caption>
CAPITALIZATION
AS OF JUNE 30, 2004
-------------------------------
ACTUAL AS ADJUSTED(3)
-------- -------------------
(MILLIONS, EXCEPT PERCENTAGES)
Common Stock Equity......................................... $4,793 $4,793 49.7%
Cumulative Preferred Stock.................................. 15 15 0.2
Senior Notes................................................ 1,850 2,100 21.8
Long-term Debt Payable to Affiliated Trusts................. 969 969 10.1
Other Long-Term Debt........................................ 1,761 1,761 18.2
------ ------ -----
Total, excluding amounts due within one year of $674
million.............................................. $9,388 $9,638 100.0%
====== ====== =====
</Table>
- ---------------
(1) Due to seasonal variations in the demand for energy, operating results for
the six months ended June 30, 2004 do not necessarily indicate operating
results for the entire year.
(2) This ratio is computed as follows: (i) "Earnings" have been calculated by
adding to "Earnings Before Income Taxes" "Interest expense, net of amounts
capitalized," "Interest expense to affiliate trusts," "Distributions on
mandatorily redeemable preferred securities" and the debt portion of
allowance for funds used during construction, and (ii) "Fixed Charges"
consist of "Interest expense, net of amounts capitalized," "Interest expense
to affiliate trusts," "Distribution on mandatorily redeemable preferred
securities" and the debt portion of allowance for funds used during
construction.
(3) Reflects (i) the proposed issuance in August 2004 of $125,000,000 aggregate
principal amount of Series W 6% Senior Notes due August 15, 2044; and (ii)
the issuance of the Series V Senior Notes offered hereby.
USE OF PROCEEDS
The proceeds from the sale of the Series V Senior Notes will be applied by
the Company to repay a portion of its outstanding short-term indebtedness, which
aggregated approximately $216,000,000 as of August 11, 2004 and was incurred by
the Company in part to purchase the Plant McIntosh Unit 10 and 11 construction
project, and for general corporate purposes, including the Company's continuous
construction program. The Company's current estimate of construction costs for
2004 is approximately $1,185,000,000 and for 2005 is approximately $839,000,000.
For more information on the purchase of the Plant McIntosh Unit 10 and 11
construction project, see MANAGEMENT'S DISCUSSION AND ANALYSIS -- RESULTS OF
OPERATIONS -- "Future Earnings Potential -- FERC and Georgia PSC
Matters -- Plant McIntosh Construction Project" and Note (J) to the Condensed
Financial Statements in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2004.
DESCRIPTION OF THE SERIES V SENIOR NOTES
Set forth below is a description of the specific terms of the Series V
4.10% Senior Notes due August 15, 2009 (the "Series V Senior Notes"). This
description supplements, and should be read together with, the description of
the general terms and provisions of the senior notes set forth in the
accompanying Prospectus under the caption "Description of the Senior Notes." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
Prospectus and the Senior Note Indenture dated as of January 1, 1998, as
supplemented (the "Senior Note Indenture"), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Senior
Note Indenture Trustee").
GENERAL
The Series V Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series V Senior Notes will initially be issued in
the aggregate principal amount of $125,000,000. The Company may, at any time and
without the consent of the holders of the Series V Senior Notes, issue
additional notes having the same ranking and the same interest rate, maturity
and other terms as the Series V Senior Notes (except for the issue price and
issue date). Any additional notes having such
S-3
similar terms, together with the Series V Senior Notes, will constitute a single
series of senior notes under the Senior Note Indenture.
The entire principal amount of the Series V Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on August 15, 2009. The Series V Senior Notes are not subject to any sinking
fund provision. The Series V Senior Notes are available for purchase in
denominations of $1,000 and any integral multiple thereof.
INTEREST
Each Series V Senior Note shall bear interest at the rate of 4.10% per year
from the date of original issuance, payable semiannually in arrears on February
15 and August 15 of each year (each, an "Interest Payment Date") to the person
in whose name such Series V Senior Note is registered at the close of business
on the fifteenth calendar day prior to such payment date (whether or not a
Business Day). The initial Interest Payment Date is February 15, 2005. The
amount of interest payable will be computed on the basis of a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable on
the Series V Senior Notes is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
with the same force and effect as if made on such date. "Business Day" means a
day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York,
New York are authorized or obligated by law or executive order to remain closed
or (iii) a day on which the Senior Note Indenture Trustee's corporate trust
office is closed for business.
RANKING
The Series V Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking equally with all other existing and future
unsecured and unsubordinated obligations of the Company. The Series V Senior
Notes will be subordinated to all existing and future secured debt of the
Company to the extent of the collateral securing such debt. Approximately
$79,000,000 principal amount of secured debt was outstanding at June 30, 2004.
The Senior Note Indenture contains no restrictions on the amount of additional
indebtedness that may be incurred by the Company.
REDEMPTION
The Series V Senior Notes will not be redeemable at the option of the
Company prior to maturity.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as the initial securities
depository for the Series V Senior Notes. The Series V Senior Notes will be
issued only as fully registered securities registered in the name of Cede & Co.,
DTC's partnership nominee, or such other name as may be requested by an
authorized representative of DTC. One or more fully registered global Series V
Senior Notes certificates will be issued, representing in the aggregate the
total principal amount of the Series V Senior Notes, and will be deposited with
the Senior Note Indenture Trustee on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). DTC holds and provides asset servicing
for over 2 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues and money market instruments from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing
S-4
corporations and certain other organizations. DTC is a wholly-owned subsidiary
of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned
by a number of Direct Participants of DTC and members of the National Securities
Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing
Corporation and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC and
EMCC, also subsidiaries of DTCC), as well as by The New York Stock Exchange,
Inc., the American Stock Exchange LLC and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The DTC rules applicable to its Direct and Indirect Participants
are on file with the Securities and Exchange Commission. More information about
DTC can be found at www.dtcc.com.
Purchases of Series V Senior Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series V Senior
Notes on DTC's records. The ownership interest of each actual purchaser of each
Series V Senior Note ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series V Senior
Notes. Transfers of ownership interests in the Series V Senior Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Series V Senior Notes,
except in the event that use of the book-entry system for the Series V Senior
Notes is discontinued.
To facilitate subsequent transfers, all Series V Senior Notes deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series V Senior Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect
any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series V Senior Notes. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series V Senior Notes
are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Although voting with respect to the Series V Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to Series V Senior Notes unless
authorized by a Direct Participant in accordance with DTC's procedures. Under
its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Series V Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the Series V Senior Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detailed information from the Company or the Senior Note
Indenture Trustee on the relevant payment date in accordance with their
respective holdings shown on DTC's records. Payments by Direct or Indirect
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
Direct or Indirect Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by
S-5
an authorized representative of DTC) is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series V Senior
Note will not be entitled to receive physical delivery of Series V Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series V Senior Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global Series V Senior Note.
DTC may discontinue providing its services as securities depository with
respect to the Series V Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depository is not obtained, Series V Senior Notes certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository) with respect to the Series V Senior Notes. The
Company understands, however, that under current industry practices, DTC would
notify its Direct and Indirect Participants of the Company's decision, but will
only withdraw beneficial interests from a global Series V Senior Note at the
request of each Direct or Indirect Participant. In that event, certificates for
the Series V Senior Notes will be printed and delivered to the applicable Direct
or Indirect Participant.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Direct or Indirect Participants
of their respective obligations as described herein or under the rules and
procedures governing their respective operations.
S-6
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below and each of the Underwriters severally has agreed to
purchase the principal amount of Series V Senior Notes set forth opposite its
name below:
<Table>
<Caption>
Principal
Amount of
Series V Senior
Underwriters Notes
------------ ---------------
Barclays Capital Inc. ...................................... $ 81,250,000
Calyon Securities (USA) Inc. ............................... 8,750,000
Jackson Securities, LLC..................................... 8,750,000
KBC Financial Products USA Inc. ............................ 8,750,000
Lazard, Freres & Co. LLC.................................... 8,750,000
Scotia Capital (USA) Inc. .................................. 8,750,000
------------
Total.................................................. $125,000,000
============
</Table>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Series V Senior Notes are
subject to, among other things, the approval of certain legal matters by their
counsel and certain other conditions. The Underwriters are obligated to take and
pay for all the Series V Senior Notes if any are taken.
The Underwriters propose initially to offer all or part of the Series V
Senior Notes to the public at the public offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession not in excess of 0.350% of the principal amount of the Series V
Senior Notes. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of 0.250% of the principal amount of the Series V
Senior Notes. After the initial public offering, the public offering price and
other selling terms may be changed.
The Series V Senior Notes will not have an established trading market when
issued. There can be no assurance of a secondary market for the Series V Senior
Notes or the continued liquidity of such market if one develops. It is not
anticipated that the Series V Senior Notes will be listed on any securities
exchange.
The underwriting discount to be paid to the Underwriters by the Company
with this offering will be 0.600% per Series V Senior Note, for a total of
$750,000. In addition, the Company estimates that it will incur other offering
expenses of approximately $252,000.
In order to facilitate the offering of the Series V Senior Notes, the
Underwriters or their affiliates may engage in transactions that stabilize,
maintain or otherwise affect the price of the Series V Senior Notes.
Specifically, the Underwriters or their affiliates may over-allot in connection
with this offering, creating short positions in the Series V Senior Notes for
their own account. In addition, to cover over-allotments or to stabilize the
price of the Series V Senior Notes, the Underwriters or their affiliates may bid
for and purchase Series V Senior Notes in the open market. Finally, the
Underwriters or their affiliates may reclaim any selling concessions allowed to
a dealer for distributing Series V Senior Notes in this offering if the
Underwriters or their affiliates repurchase previously distributed Series V
Senior Notes in transactions that cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Series V Senior Notes above independent
market levels. The Underwriters or their affiliates are not required to engage
in these activities and may end any of these activities at any time.
Neither the Company nor any Underwriter makes any representation or
prediction as the direction or magnitude of any effect that the transactions
described above may have on the price of the Series V Senior Notes. In addition,
neither the Company nor any Underwriter makes any representation that such
S-7
transactions will be engaged in or that such transactions, once commenced, will
not be discontinued without notice.
It is expected that delivery of the Series V Senior Notes will be made,
against payment for the Series V Senior Notes, on or about August 20, 2004,
which will be the sixth business day following the date of pricing of the Series
V Senior Notes. Under Rule 15c6-1 under the 1934 Act, purchases or sales of
securities in the secondary market generally are required to settle within three
business days (T+3), unless the parties to any such transactions expressly agree
otherwise. Accordingly, purchasers of the Series V Senior Notes who wish to
trade the Series V Senior Notes on the date of this Prospectus Supplement or the
next two succeeding business days will be required, because the Series V Senior
Notes initially will settle within six business days (T+6), to specify an
alternate settlement cycle at the time of any such trade to prevent failed
settlement. Purchasers of the Series V Senior Notes who wish to trade on the
date of this Prospectus Supplement or the next two succeeding business days
should consult their own legal advisors.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "1933 Act").
The Underwriters and their affiliates engage in transactions with and
perform services for the Company in the ordinary course of business and have
engaged, and may in the future engage, in commercial banking and/or investment
banking transactions with the Company or its affiliates.
Lazard Freres & Co. LLC ("Lazard") has entered into an agreement with
Mitsubishi Securities (USA), Inc. ("Mitsubishi") pursuant to which Mitsubishi
provides certain advisory and/or other services to Lazard, including in respect
of this offering. In return for the provision of such services by Mitsubishi to
Lazard, Lazard will pay to Mitsubishi a mutually agreed upon fee.
EXPERTS
The Company's financial statements and the related financial statement
schedule as of and for the years ended December 31, 2003 and 2002 incorporated
by reference in this Prospectus Supplement have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports (which report on
the financial statements expresses an unqualified opinion and includes an
explanatory paragraph referring to the Company's change in its method of
accounting for asset retirement obligations), which are incorporated in this
Prospectus Supplement by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
Certain of the Company's financial statements incorporated by reference in
this Prospectus Supplement have been audited by Arthur Andersen LLP
("Andersen"), independent public accountants, as indicated in their reports with
respect to the financial statements, and are incorporated in this Prospectus
Supplement, in reliance upon the authority of Andersen as experts in giving such
reports. On March 28, 2002, Southern's Board of Directors, upon recommendation
of its Audit Committee, decided not to engage Andersen as the Company's
principal public accountants. The Company has not obtained a reissued report
from Andersen and has been unable to obtain, after reasonable efforts,
Andersen's written consent to incorporate by reference Andersen's reports on the
financial statements. Under these circumstances, Rule 437a under the 1933 Act
permits this Prospectus Supplement to be filed without a written consent from
Andersen. The absence of such written consent from Andersen may limit a holder's
ability to assert claims against Andersen under Section 11(a) of the 1933 Act
for any untrue statement of a material fact contained in the financial
statements audited by Andersen or any omissions to state a material fact
required to be stated in the financial statements.
S-8
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$125,000,000
(GPC LOGO)
Series V 4.10% Senior Notes
due August 15, 2009
---------------------------
PROSPECTUS SUPPLEMENT
August 12, 2004
---------------------------
BARCLAYS CAPITAL
CALYON SECURITIES (USA)
JACKSON SECURITIES
KBC FINANCIAL PRODUCTS
LAZARD
SCOTIA CAPITAL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------