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) January 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 1.01 Entry Into a Material Definitive Agreement
On January 4, 2006, Georgia Power Company (the "Company"), a
wholly-owned subsidiary of The Southern Company ("Southern Company"), entered
into a separation agreement (the "Separation Agreement") with William C. Archer,
III, an Executive Vice President of the Company, concurrent with his retirement
from the Company. Upon Mr. Archer's termination of employment effective as of
March 19, 2006 (the "Separation Date") and his execution of a release agreement
in the form attached to the Separation Agreement (the "Release"), Mr. Archer
will be entitled to receive a lump sum payment of $789,400 as soon as
practicable following the Separation Date. Under the Release, Mr. Archer will
release the Company, Southern Company and its affiliates from any claims
relating to his prior service with the Company, other than his rights to
benefits he is already entitled to receive under the Southern Company pension
plan, employee stock ownership plan, employee savings plan, deferred
compensation plan and omnibus incentive compensation plan.
In the event of a change in control of the Company or Southern Company,
Mr. Archer will be entitled to receive the lump sum termination payment under
the Separation Agreement as soon as practicable following the change in control.
Under the Separation Agreement, Mr. Archer has agreed to comply with
confidentiality, non-disclosure and non-interference provisions that apply for
periods of time following the Separation Date. In addition, Mr. Archer has
agreed to comply with a restriction on re-employment by the Company, Southern
Company or its subsidiaries or affiliates for a period of time following the
Separation Date.
In addition, following his retirement, Mr. Archer has agreed to provide
certain consulting services to the Company as an independent contractor in
accordance with the terms of a consulting agreement (the "Consulting
Agreement"). Under the Consulting Agreement, which was executed on January 4,
2006, Mr. Archer will provide professional consulting services as may be
requested by the Company and will receive an annual retainer fee of $200,000 to
provide such services. In addition, Mr. Archer will be entitled to (i) payment
of executive financial planning fees of $6,000 per year during the term of the
Consulting Agreement, (ii) reimbursement of reasonable expenses incurred in
providing consulting services up to $5,000 per year, and (iii) reimbursement of
athletic club membership fees during the term of the Consulting Agreement.
The Consulting Agreement will expire March 19, 2009, unless earlier
terminated in accordance with its terms. The Consulting Agreement includes
confidentiality, non-disclosure and non-interference provisions that apply
during the term of the Consulting Agreement and for periods of time following
its termination.
The Separation Agreement, including the form of Release, attached
hereto as Exhibit 10.1, and the Consulting Agreement, attached hereto as Exhibit
10.2, are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 Separation Agreement, dated as of January 4, 2006,
between Georgia Power Company and William C. Archer,
III
10.2 Consulting Agreement, dated as of January 4, 2006,
between Georgia Power Company and William C. Archer,
III
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: January 10, 2006 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary