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 13, 2005
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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:
[X] 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 7.01. Regulation FD Disclosure.
On December 13, 2005, Georgia Power Company ("Georgia Power") and
Savannah Electric and Power Company ("Savannah Electric"), both Georgia
corporations and subsidiaries of The Southern Company, a Delaware corporation
("Southern"), entered into an Agreement and Plan of Merger, dated as of December
13, 2005 (the "Merger Agreement"). Pursuant to the Merger Agreement, Savannah
Electric will merge with and into Georgia Power (the "Merger"), with Georgia
Power continuing as the surviving corporation. Pursuant to the Merger Agreement,
at the effective time of the Merger: (a) each share of Georgia Power common
stock, without par value ("Georgia Power Common Stock"), issued and outstanding
immediately prior to the Merger shall remain issued and outstanding; (b) each
share of Georgia Power preferred stock currently issued and outstanding shall
have been redeemed prior to the Merger; (c) the issued and outstanding shares of
Savannah Electric common stock, with a par value of $5 per share, all of which
shall continue to be held by Southern Company, shall, without further action on
the part of anyone, be converted into the right to receive 1,500,000 shares of
Georgia Power Common Stock; and (d) each share of Savannah Electric preferred
stock issued and outstanding immediately prior to the Merger shall be converted
into the right to receive one share of a new series of Georgia Power Class A
Preferred Stock, non-cumulative, par value $25 per share (the "Georgia Power 6
1/8% Series Class A Preferred Stock").
Under the Merger Agreement, the Merger is conditioned upon, among other
things, (a) the adoption of the Merger Agreement by the shareholders of each of
Georgia Power and Savannah Electric as and to the extent required by their
respective organizational documents and the Georgia Business Corporation Code,
(b) certain regulatory approvals, including the approval of the Federal Energy
Regulatory Commission and the Federal Communications Commission, as well as the
approval of the Georgia Public Service Commission with respect to certain
matters relating to the Merger, and (c) New York Stock Exchange listing approval
for the Georgia Power 6 1/8% Series Class A Preferred Stock, subject to official
notice of issuance. Assuming the timely receipt of all required approvals,
Georgia Power expects to complete the merger by July 2006.
The Merger Agreement may be amended or terminated with the written
approval of Georgia Power and Savannah Electric.
This summary of the Merger Agreement and the Merger is qualified in its
entirety by reference to the full text of the Merger Agreement, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
Merger Agreement includes as Exhibit A thereto the form of Amended and Restated
Charter to be adopted by Georgia Power at or prior to the effective time of the
Merger and as Exhibit B thereto the form of amendment to such Amended and
Restated Charter to designate the 6 1/8% Georgia Power Class A Preferred Stock
to be issued in connection with the Merger.
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The information in this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities under
that Section. Furthermore, such information, including Exhibit 99.1 attached
hereto, shall not be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements
under federal securities laws. These forward-looking statements include
statements regarding the proposed merger and other statements regarding the
plans, strategies and expectations of management. These statements are based on
the current expectations of management and a number of risks and uncertainties
could cause actual results to differ materially from these forward-looking
statements. For example, (1) Savannah Electric may be unable to obtain the
shareholder approvals required for the transaction; (2) Georgia Power or
Savannah Electric may be unable to obtain regulatory approvals required for the
transaction, or regulatory approvals may delay the transaction or result in the
imposition of conditions that could have a material adverse effect on the
combined company or cause the companies to abandon the transaction; (3) problems
may arise in successfully integrating the operations of Georgia Power and
Savannah Electric, which may result in the combined company not operating as
effectively and efficiently as expected; (4) the combined company may be unable
to achieve cost-cutting synergies or it may take longer than expected to achieve
those synergies; (5) the credit ratings of the combined company may be different
from what Georgia Power or Savannah Electric expect; (6) the industry may be
subject to future regulatory or legislative actions that could adversely affect
the combined company; and (7) the combined company may be adversely affected by
other economic, business and/or competitive factors. Additional factors that may
affect the future results of Georgia Power are set forth in its filings with the
Securities and Exchange Commission, which are available at www.sec.gov. Georgia
Power disclaims any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Agreement and Plan of Merger dated as of December 13, 2005,
between Georgia Power Company and Savannah Electric and Power
Company.
99.2 Press Release issued on December 13, 2005.
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SIGNATURES
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 13, 2005 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary