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) August 11, 2004
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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.)
Item 5. Other Events.
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On August 11, 2004, Georgia Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $125,000,000 aggregate principal amount of its Series W 6% Senior
Notes due August 15, 2044 (the "Series W Senior Notes"). On August 12, 2004, the
Company entered into an Underwriting Agreement covering the issue and sale by
the Company of $125,000,000 aggregate principal amount of its Series V 4.10%
Senior Notes due August 15, 2009 (the "Series V Senior Notes"). All of said
notes were registered under the Securities Act of 1933, as amended, pursuant to
the shelf registration statement (Registration Nos. 333-105815, 333-105815-01,
333-105815-02, 333-105815-03 and 333-105815-04) of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1.1 Underwriting Agreement relating to the Series V
Senior Notes, dated August 12, 2004, between the
Company and Barclays Capital Inc. as
representative of the several Underwriters named
in Schedule I thereto.
1.2 Underwriting Agreement relating to the Series W
Senior Notes, dated August 11, 2004, among the
Company and Banc of America Securities LLC and
Morgan Stanley & Co. Incorporated as
representatives of the several Underwriters named
in Schedule I thereto.
4.1 Twenty-Second Supplemental Indenture to Senior
Note Indenture dated as of August 20, 2004,
providing for the issuance of the Company's Series
V Senior Notes.
4.2 Twenty-Third Supplemental Indenture to Senior Note
Indenture dated as of August 20, 2004, providing
for the issuance of the Company's Series W Senior
Notes.
4.7 Form of Series V Senior Notes. (included in
Exhibit 4.1 above).
4.8 Form of Series W Senior Notes. (included in
Exhibit 4.2 above).
5.1 Opinion of Troutman Sanders LLP relating to the
Series V Senior Notes.
5.2 Opinion of Troutman Sanders LLP relating to the
Series W Senior Notes.
12.1 Computation of ratio of earnings to fixed charges.
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: August 20, 2004 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary