Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-121202
333-121202-01
333-121202-02
333-121202-03
333-121202-04
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 12, 2005)
$125,000,000
(GPC LOGO)
SERIES Y 5.80% SENIOR NOTES
DUE APRIL 15, 2035
---------------------------
Georgia Power Company will pay interest on the Series Y Senior Notes on
April 15 and October 15 of each year, beginning October 15, 2005.
Georgia Power Company may redeem the Series Y Senior Notes, in whole or in
part, at any time (i) if the redemption date is prior to April 15, 2015, at a
price equal to 100% of the principal amount of the Series Y Senior Notes to be
redeemed plus a make-whole premium, or (ii) if the redemption date is on or
after April 15, 2015 and prior to maturity, at a price equal to 100% of the
principal amount of Series Y Senior Notes to be redeemed, together, in both
cases, with accrued and unpaid interest to the redemption date.
The Series Y 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 Y Senior Notes should be delivered on or about April 19, 2005
through the book-entry facilities of The Depository Trust Company.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
PER SENIOR
NOTE TOTAL
- ------------------------------------------------------------------------------------------
Public offering price....................................... 99.508% $124,385,000
Underwriting discount....................................... 0.875% $ 1,093,750
Proceeds, before expenses, to Georgia Power Company......... 98.633% $123,291,250
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</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
ABN AMRO INCORPORATED BLAYLOCK & COMPANY SUNTRUST ROBINSON HUMPHREY
Prospectus Supplement dated April 12, 2005.
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 Y Senior Notes only in places where
sales are permitted.
You should not assume that the information contained in this Prospectus
Supplement or the accompanying Prospectus, including any information
incorporated by reference, 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 Y Senior
Notes.............................. S-3
Underwriting......................... S-8
Experts.............................. S-9
</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 New Stock......... 5
Description of the Senior Notes...... 7
Description of the Junior
Subordinated Notes................. 10
Description of the Preferred
Securities......................... 16
Description of the Guarantees........ 16
Relationship Among the Preferred
Securities, the Junior Subordinated
Notes and the Guarantees........... 19
Plan of Distribution................. 20
Legal Matters........................ 21
Experts.............................. 21
</Table>
RISK FACTORS
Investing in the Series Y 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, 2004, which is 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 Y 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, 2000 through December 31, 2004 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 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>
YEAR ENDED DECEMBER 31,
------------------------------------------
2000 2001 2002 2003 2004
------ ------ ------ ------ ------
(MILLIONS, EXCEPT RATIOS)
Operating Revenues................................ $4,871 $4,966 $4,822 $4,914 $5,371
Earnings Before Income Taxes...................... 921 974 976 998 1,038
Net Income After Dividends on Preferred Stock..... 559 610 618 631 658
Ratio of Earnings to Fixed Charges(1)............. 4.14 4.79 5.07 5.01 5.11
</Table>
<Table>
<Caption>
CAPITALIZATION
AS OF DECEMBER 31, 2004
--------------------------------
ACTUAL AS ADJUSTED(2)
-------- --------------------
(MILLIONS, EXCEPT PERCENTAGES)
Common Stock Equity......................................... $4,891 $ 4,996 49.6%
Cumulative Preferred Stock.................................. 15 15 0.2
Senior Notes................................................ 1,950 2,325 23.1
Long-term Debt Payable to Affiliated Trusts................. 969 969 9.6
Other Long-Term Debt........................................ 1,759 1,759 17.5
------ ------- -----
Total, excluding amounts due within one year of $661
million.............................................. $9,584 $10,064 100.0%
====== ======= =====
</Table>
- ---------------
(1) 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
S-2
capitalized," "Interest expense to affiliate trusts," "Distributions on
mandatorily redeemable preferred securities" and the debt portion of
allowance for funds used during construction.
(2) Reflects (i) an increase in capital of $5,000,000 in March 2005 related to
contributions from Southern and an increase in capital of $100,000,000 in
April 2005 related to proposed contributions from Southern; (ii) the
issuance in January 2005 of $250,000,000 aggregate principal amount of
Series X 5.70% Senior Notes due January 15, 2045; and (iii) the issuance of
the Series Y Senior Notes offered hereby.
USE OF PROCEEDS
The proceeds from the sale of the Series Y Senior Notes will be applied by
the Company to repay a portion of its outstanding short-term indebtedness, which
aggregated approximately $480,000,000 as of April 12, 2005, and for general
corporate purposes, including the Company's continuous construction program. The
Company's current estimate of construction costs for 2005 is approximately
$911,000,000 and for 2006 is approximately $1,100,000,000.
DESCRIPTION OF THE SERIES Y SENIOR NOTES
Set forth below is a description of the specific terms of the Series
Y 5.80% Senior Notes due April 15, 2035 (the "Series Y 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, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the
"Senior Note Indenture Trustee").
GENERAL
The Series Y Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series Y 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 Y Senior Notes, issue
additional notes having the same ranking and the same interest rate, maturity
and other terms as the Series Y Senior Notes (except for the issue price and
issue date). Any additional notes having such similar terms, together with the
Series Y Senior Notes, will constitute a single series of senior notes under the
Senior Note Indenture.
The entire principal amount of the Series Y Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on April 15, 2035. The Series Y Senior Notes are not subject to any sinking fund
provision. The Series Y Senior Notes are available for purchase in denominations
of $1,000 and any integral multiple thereof.
INTEREST
Each Series Y Senior Note shall bear interest at the rate of 5.80% per year
(the "Securities Rate") from the date of original issuance, payable semiannually
in arrears on April 15 and October 15 of each year (each, an "Interest Payment
Date") to the person in whose name such Series Y 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 October
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 Y 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
S-3
closed or (iii) a day on which the Senior Note Indenture Trustee's corporate
trust office is closed for business.
RANKING
The Series Y 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 Y Senior
Notes will be effectively subordinated to all existing and future secured debt
of the Company to the extent of the collateral securing such debt. Approximately
$77,000,000 principal amount of secured debt was outstanding at December 31,
2004. The Senior Note Indenture contains no restrictions on the amount of
additional indebtedness that may be incurred by the Company.
OPTIONAL REDEMPTION
The Series Y Senior Notes will be subject to redemption at the option of
the Company in whole or in part at any time and from time to time upon not less
than 30 nor more than 60 days' notice. The Company shall have the right to
redeem the Series Y Senior Notes in whole or in part at a redemption price equal
to:
(i) if the redemption date is prior to April 15, 2015, the greater of
(1) 100% of the principal amount of the Series Y Senior Notes to be
redeemed or (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Series Y Senior Notes being
redeemed to April 15, 2015 (for purposes of this calculation, the remaining
scheduled payment of principal is deemed payable on April 15, 2015 (the
"Initial Redemption Date") and the remaining scheduled payments of interest
are those interest payments payable on or before the Initial Redemption
Date) (excluding the portion of any such interest accrued to the date of
redemption) discounted (for purposes of determining present value) to the
redemption date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at a discount rate equal to the Treasury Yield (as
defined below) plus 20 basis points; or
(ii) if the redemption date is on or after April 15, 2015 and prior to
maturity, at a redemption price equal to 100% of the principal amount of
the Series Y Senior Notes to be redeemed,
plus, in each case, accrued interest thereon to the date of redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series Y Senior Notes to the Initial Redemption Date
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the Initial Redemption Date.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day in New York City preceding such redemption date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "H.15(519)" or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
redemption date.
"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Senior Note Indenture Trustee.
S-4
"Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Senior Note Indenture Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and any redemption date, the average, as determined by the
Senior Note Indenture Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount
and quoted in writing to the Senior Note Indenture Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day in New York City
preceding such redemption date).
If notice of redemption is given as aforesaid, the Series Y Senior Notes so
to be redeemed shall, on the date of redemption, become due and payable at the
redemption price together with any accrued interest thereon, and from and after
such date (unless the Company shall default in the payment of the redemption
price and accrued interest) such Series Y Senior Notes shall cease to bear
interest. If any Series Y Senior Note called for redemption shall not be paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the date of redemption at the Securities Rate. See "Description of
the Senior Notes -- Events of Default" in the accompanying Prospectus.
Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Series Y
Senior Notes by tender, in the open market or by private agreement.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as the initial securities
depository for the Series Y Senior Notes. The Series Y Senior Notes will be
issued only as fully registered securities registered in the name of Cede & Co.,
DTC's nominee, or such other name as may be requested by an authorized
representative of DTC. One or more fully registered global Series Y Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of the Series Y 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 2.2 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues and money market instruments from over 100 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 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"). DTC
has Standard & Poor's, a division of The McGraw Hill Companies, Inc., highest
rating: AAA. 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.org.
Purchases of Series Y Senior Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series Y Senior
Notes on DTC's records. The ownership
S-5
interest of each actual purchaser of Series Y Senior Notes ("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 Y Senior Notes. Transfers of ownership interests in the
Series Y 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 Y Senior Notes, except in the event that use of the
book-entry system for the Series Y Senior Notes is discontinued.
To facilitate subsequent transfers, all Series Y 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 Y 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 Y Senior Notes. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series Y 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.
Redemption notices shall be sent to DTC. If less than all of the Series Y
Senior Notes are being redeemed, DTC's practice is to determine by lot the
amount of interest of each Direct Participant in such Series Y Senior Notes to
be redeemed.
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 Y 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 Y Senior Notes. 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 Y Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the Series Y 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 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 Y Senior
Note will not be entitled to receive physical delivery of Series Y Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series Y 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 Y Senior Note.
DTC may discontinue providing its services as securities depository with
respect to the Series Y Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the
S-6
event that a successor securities depository is not obtained, Series Y 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 Y 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 Y Senior Note at the request of each Direct or
Indirect Participant. In that event, certificates for the Series Y 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-7
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 Y Senior Notes set forth opposite its
name below:
<Table>
<Caption>
Principal
Amount of
Series Y Senior
Underwriters Notes
------------ ---------------
Barclays Capital Inc. ...................................... $ 89,214,285
ABN AMRO Incorporated....................................... 12,500,000
Blaylock & Company, Inc. ................................... 12,500,000
SunTrust Capital Markets, Inc............................... 10,785,715
------------
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 Y 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 Y Senior Notes if any are taken.
The Underwriters propose initially to offer all or part of the Series Y
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 0.500% of the principal amount of the Series Y
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 Y
Senior Notes. After the initial public offering, the public offering price and
other selling terms may be changed.
The Series Y Senior Notes will not have an established trading market when
issued. There can be no assurance of a secondary market for the Series Y Senior
Notes or the continued liquidity of such market if one develops. It is not
anticipated that the Series Y 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 0.875% per Series Y Senior Note, for a total of
$1,093,750. In addition, the Company estimates that it will incur other offering
expenses of approximately $250,000.
In order to facilitate the offering of the Series Y Senior Notes, the
Underwriters or their affiliates may engage in transactions that stabilize,
maintain or otherwise affect the price of the Series Y Senior Notes.
Specifically, the Underwriters or their affiliates may over-allot in connection
with this offering, creating short positions in the Series Y Senior Notes for
their own accounts. In addition, to cover over-allotments or to stabilize the
price of the Series Y Senior Notes, the Underwriters or their affiliates may bid
for and purchase Series Y Senior Notes in the open market. Finally, the
Underwriters or their affiliates may reclaim any selling concessions allowed to
a dealer for distributing Series Y Senior Notes in this offering if the
Underwriters or their affiliates repurchase previously distributed Series Y
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 Y 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 Y Senior Notes. In addition,
neither the Company nor any Underwriter makes any representation that such
transactions will be engaged in or that such transactions, once commenced, will
not be discontinued without notice.
S-8
It is expected that delivery of the Series Y Senior Notes will be made,
against payment for the Series Y Senior Notes, on or about April 19, 2005, which
will be the fifth business day following the date of pricing of the Series Y
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 Y Senior Notes who wish to
trade the Series Y Senior Notes on the date of this Prospectus Supplement or the
next succeeding business day will be required, because the Series Y Senior Notes
initially will settle within five business days (T+5), to specify an alternate
settlement cycle at the time of any such trade to prevent failed settlement.
Purchasers of the Series Y Senior Notes who wish to trade on the date of this
Prospectus Supplement or the next succeeding business day 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 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.
EXPERTS
The financial statements and the related financial statement schedule as of
and for the three years ended December 31, 2004 incorporated in this Prospectus
Supplement and the accompanying Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 2004 have been
audited by Deloitte & Touche LLP, an independent registered public accounting
firm, 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 herein 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.
S-9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$125,000,000
(GPC LOGO)
Series Y 5.80% Senior Notes
due April 15, 2035
---------------------------
PROSPECTUS SUPPLEMENT
April 12, 2005
---------------------------
BARCLAYS CAPITAL
ABN AMRO INCORPORATED BLAYLOCK & COMPANY SUNTRUST ROBINSON HUMPHREY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------