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) November 19, 1998
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, NE, 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.
On November 19, 1998, Georgia Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $200,000,000 aggregate principal amount of its Series B 6.60% Senior
Notes due December 31, 2038 (the "Series B Senior Notes"). Said Notes were
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to the shelf registration statement (Registration Statement Nos.
333-43895, 333-43895-01, 333-43895-02 and 333-43895-03) of the Company.
Incorporation of Certain Documents by Reference
Pursuant to Rule 411 of Regulation C under the Securities Act
and in reliance on Ambac Assurance Corporation, SEC No-Action Letter (December
19, 1996), the Company does hereby incorporate by reference the consolidated
financial statements of Ambac Assurance Corporation and its subsidiaries as of
December 31, 1997 and December 31, 1996, and for the three year period ended
December 31, 1997, included in the Annual Report on Form 10-K of Ambac Financial
Group, Inc. (which was filed with the Securities and Exchange Commission on
March 31, 1998) into (i) this Current Report on Form 8-K; (ii) the Company's
Registration Statement on Form S-3 (File Nos. 333-43895, 333-43895-01,
333-43895-02 and 333-43895-03) and (iii) the prospectus supplement dated
November 19, 1998 relating to the Series B Senior Notes 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 KPMG Peat Marwick LLP,
independent accountants for Ambac Assurance Corporation, insurer of the Series B
Senior Notes, to the use of its name and the incorporation by reference of their
report in such prospectus supplement. The consent of KPMG Peat Marwick LLP is
filed herewith as Exhibit 23.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated November 19, 1998,
between the Company and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, A.G. Edwards & Sons, Inc.,
Morgan Stanley & Co. Incorporated, PaineWebber
Incorporated, Prudential Securities Incorporated and
Salomon Smith Barney Inc., as the Representatives of
the Underwriters.
4.2 Second Supplemental Indenture to Senior Note
Indenture dated as of November 25, 1998, providing
for the issuance of the Company's Series B 6.60%
Senior Notes due December 31, 2038.
4.7 Form of Series B 6.60% Senior Note (included in
Exhibit 4.2 above).
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).
15 Letter re unaudited interim financial information.
23.1 Consent of Troutman Sanders LLP.
23.2 Consent of KPMG Peat Marwick LLP.
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: November 25, 1998 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary