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) December 4, 2006
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ------------ ------------------------------------ -------------------
1-6468 Georgia Power Company 58-0257110
(A Georgia Corporation)
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
(404) 506-6526
The address of the registrant has not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Incorporation of Certain Documents by Reference
Georgia Power Company (the "Company") plans to issue $150,000,000
principal amount of its Series 2006A Senior Insured Quarterly Notes due December
15, 2040 (the "Series 2006A Senior Notes"), which will be insured by XL Capital
Assurance Inc., subject to a reinsurance agreement with its affiliate, XL
Financial Assurance Ltd.
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933,
as amended (the "Securities Act"), and in reliance on XL Capital Assurance Inc.
and XL Financial Assurance Ltd., SEC No-Action Letter (July 23, 2002), the
Company does hereby incorporate by reference the consolidated financial
statements of XL Capital Assurance Inc. and XL Financial Assurance Ltd. as of
December 31, 2004 and December 31, 2005 and for each of the years in the
three-year period ended December 31, 2005, included in the Annual Report on Form
10-K of XL Capital Ltd (which was filed with the Securities and Exchange
Commission on March 7, 2006) into (i) this Current Report on Form 8-K; (ii) the
Company's Registration Statement on Form S-3 (File Nos. 333-121202,
333-121202-01, 333-121202-02, 333-121202-03 and 333-121202-04); (iii) the
preliminary prospectus supplement relating to the Series 2006A Senior Notes to
be filed pursuant to Rule 424(b) under the Securities Act; and (iv) the final
prospectus supplement relating to the Series 2006A Senior Notes to be 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 PricewaterhouseCoopers LLP,
independent registered public accounting firm for XL Capital Assurance Inc.,
insurer of the Series 2006A Senior Notes, to such incorporation by reference and
to the use of its name in each such prospectus supplement. The consent of
PricewaterhouseCoopers LLP is filed herewith as Exhibit 23.1.
Also, in connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of PricewaterhouseCoopers,
independent registered public accounting firm for XL Financial Assurance Ltd.,
to such incorporation by reference and to the use of its name in each such
prospectus supplement. The consent of PricewaterhouseCoopers is filed herewith
as Exhibit 23.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers.
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: December 4, 2006 GEORGIA POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary