Filed Pursuant to Rule 424(b)(5) Registration No. 33-52509 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 11, 1994) $20,000,000 SAVANNAH ELECTRIC AND POWER COMPANY A SUBSIDIARY OF THE SOUTHERN COMPANY FIRST MORTGAGE BONDS, 6.90% SERIES DUE MAY 1, 2006 Interest on the new Bonds will accrue from May 1, 1996 and will be payable semi-annually on May 1 and November 1, commencing November 1, 1996. The new Bonds will not be redeemable at the option of Savannah Electric and Power Company (the "Company") prior to maturity. See "Certain Terms of the New Bonds" herein. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ================================================================================ UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3) - -------------------------------------------------------------------------------- Per Bond.............................. 99.032% 0.315% 98.717% - -------------------------------------------------------------------------------- Total................................. $19,806,400 $63,000 $19,743,400 ================================================================================ (1) Plus accrued interest from May 1, 1996 to date of delivery. (2) The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriting." (3) Before estimated expenses of $135,000 payable by the Company. The new Bonds are offered by the Underwriter, subject to prior sale, when, as and if delivered to and accepted by the Underwriter and subject to various prior conditions, including the Underwriter's right to reject any order in whole or in part. It is expected that delivery of the new Bonds will be made in New York, New York, on or about May 30, 1996, against payment therefor in immediately available funds. FURMAN SELZ The date of this Prospectus Supplement is May 23, 1996. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW BONDS OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. USE OF PROCEEDS The net proceeds from the sale of the new Bonds, together with $10,000,000 in bank borrowings having a term of five years, will be used by the Company to redeem in July 1996 the $28,200,000 outstanding principal amount of its First Mortgage Bonds, 9 3/8% Series due July 1, 2021. RECENT RESULTS OF OPERATIONS For the twelve months ended April 30, 1996, "Operating Revenues", "Income Before Interest Charges" and "Net Income After Dividends on Preferred Stock" were $227,617,000, $37,983,000 and $23,113,000, respectively. In the opinion of the management of the Company, the above amounts for the twelve months ended April 30, 1996 reflect all adjustments (which were only normal recurring adjustments) necessary to present fairly the results of operations for such period. The "Ratio of Earnings to Fixed Charges" for the twelve months ended April 30, 1996 was 4.08. The "Ratios of Earnings to Fixed Charges" for the years ended December 31, 1994 and 1995 were 3.78 and 4.06, respectively. CERTAIN TERMS OF THE NEW BONDS The following description of certain terms of the new Bonds offered hereby supplements, and should be read together with, the statements under "Description of New Bonds" in the accompanying Prospectus. General: The new Bonds will mature on May 1, 2006 and will bear interest from May 1, 1996 at the rate per annum shown in their title, payable on May 1 and November 1 in each year. Interest will, subject to certain exceptions, be paid to registered holders of record at the close of business on the April 15 or October 15, as the case may be, next preceding the interest payment date. The new Bonds will be issued on the basis of available Bond retirements. Principal of the new Bonds is payable at the principal corporate trust office of the Trustee in New York, New York. New Bonds will be exchangeable for a like aggregate principal amount of new Bonds of other authorized denominations, and will be transferable, at the principal corporate trust office of the Trustee in New York, New York, without payment of any charge other than for any stamp tax or other governmental charge incident thereto. Settlement by the purchasers of new Bonds will be made in immediately available funds. The new Bonds will initially be issued in the form of one or more fully registered securities, representing the aggregate principal amount of the new Bonds, that will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and registered in the name of CEDE & Co., the nominee of DTC. All payments to DTC of principal and interest on the new Bonds will be made in immediately available funds. Redemption Provisions: The new Bonds will not be redeemable at the option of the Company prior to maturity. Concerning the Trustee: The Bank of New York is the successor Trustee under the Mortgage. Affiliates of the Company from time to time make borrowings from such bank. S-2 LEGAL OPINION AND EXPERTS Bouhan, Williams & Levy LLP, Savannah, Georgia, general counsel for the Company, and Troutman Sanders LLP, Atlanta, Georgia, counsel for the Company, will render opinions to the Underwriter as to the legality of the new Bonds. Dewey Ballantine, New York, New York, will act as counsel for the Underwriter and will render an opinion to the Underwriter as to the legality of the new Bonds. Dewey Ballantine will rely on the opinion of Bouhan, Williams & Levy LLP and Troutman Sanders LLP as to matters of Georgia law. The financial statements and schedules of the Company filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1995, incorporated by reference in the accompanying Prospectus, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference therein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. Bouhan, Williams & Levy LLP have reviewed the statements as to matters of law and legal conclusions relating to the Company under "Item 1 -- Business -- Competition", "Item 1 -- Business-- Regulation" and relating to titles of property of the Company under "Item 2 -- Properties -- Titles to Property" in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, incorporated by reference in the accompanying Prospectus, and such statements are incorporated therein in reliance upon their authority as experts. George W. Williams, a Director Emeritus of the Company, is of counsel to the firm of Bouhan, Williams & Levy LLP, and he and other members of such firm own an aggregate of 14,946 shares of common stock of The Southern Company. UNDERWRITING Subject to the terms and conditions set forth in the Purchase Contract, the Company has agreed to sell to Furman Selz LLC (the "Underwriter"), and the Underwriter has agreed to purchase from the Company, the entire principal amount of the new Bonds. The Purchase Contract provides that the Underwriter will be obligated to purchase all of the new Bonds offered hereby if any of the new Bonds are purchased. The Company has been advised by the Underwriter that it proposes to offer the new Bonds to the public initially at the Price to Public set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession not in excess of 0.250% of the principal amount of the new Bonds; that the Underwriter may allow, and such dealers may reallow, a discount not in excess of 0.125% of the principal amount of the new Bonds on sales to other dealers; and that the Price to Public, concession and discount to the dealers may be changed by the Underwriter after the initial offering. In the Purchase Contract, the Underwriter and the Company have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company has been advised by the Underwriter that it may from to time purchase and sell new Bonds in the secondary market, but that it is not obligated to do so. There can be no assurance that there will be a secondary market for the new Bonds. S-3