-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fxq6AIBCU/K3mIHpqtKag9YB5BOA9SZSo8Hk21o68piXOWlMHNJ5CunEQCup+A9V B6+1kFxLZzSfL5RDc+IPSA== 0000003153-96-000017.txt : 19960906 0000003153-96-000017.hdr.sgml : 19960906 ACCESSION NUMBER: 0000003153-96-000017 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960904 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA POWER CO CENTRAL INDEX KEY: 0000003153 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 630004250 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08461 FILM NUMBER: 96625350 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052501000 35-CERT 1 CERTIFICATE OF NOTIFICATION CERTIFICATE OF NOTIFICATION Filed by GEORGIA POWER COMPANY Pursuant to orders of the Securities and Exchange Commission dated December 15, 1994, January 17, 1996 and August 26, 1996 in the matter of File No. 70-8461. -------------- Georgia Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows with respect to the transactions described particularly in Amendment No. 9 (Post-Effective No. 6) herein: 1. On August 28, 1996, the issuance and sale by Georgia Power Capital Trust I (the "Trust"), a Delaware business trust, of 9,000,000 of its 7.75% Trust Preferred Securities (Liquidation amount $25 per Preferred Security) and all transactions relating thereto were carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 2. The issuance by the Company of $231,958,775 aggregate principal amount of its Series A 7.75% Junior Subordinated Notes due June 30, 2036, pursuant to the Supplemental Indenture dated as of August 15, 1996, supplementing the Subordinated Note Indenture dated as of August 1, 1996, between the Company and The Chase Manhattan Bank, as Trustee, was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 3. The execution by the Company of the Guarantee Agreement providing for the guarantee by the Company of certain obligations of the Trust, in respect of the Trust Preferred Securities, was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. -2- 4. Filed herewith are the following exhibits: Exhibit A - Copy of the prospectus supplement with respect to the Trust Preferred Securities, dated August 21, 1996, and accompanying prospectus dated August 16, 1996. (Filed electronically August 22, 1996, in File Nos. 333-06037, 333-06037-01, 333-06037-02 and 333-06037-03.) Exhibit B - Underwriting Agreement dated August 21, 1996, among the Company, the Trust and Lehman Brothers Inc. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibit 1.) Exhibit C - Amended and Restated Trust Agreement of Georgia Power Capital Trust I. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibit 4.5.) Exhibit D - Subordinated Note Indenture dated as of August 1, 1996, between the Company and The Chase Manhattan Bank, as Trustee. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibit 4.1.) Exhibit E - Supplemental Indenture dated as of August 15, 1996, providing for the issuance of the Company's Series A 7.75% Junior Subordinated Notes due June 30, 2036. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibit 4.2.) Exhibit F - Guarantee Agreement relating to Georgia Power Capital Trust I. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibit 4.8.) Exhibit G - Opinion of Troutman Sanders LLP dated September 4, 1996. Dated September 4, 1996 GEORGIA POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHIBIT G Exhibit G Troutman Sanders LLP 600 Peachtree Street, Suite 5200 Atlanta, Ga 30308 404-885-3000 September 4, 1996 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of Georgia Power Company (herein called the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the issuance and sale by Georgia Power Capital Trust I (the "Trust") of its Trust Preferred Securities and the related issuance by the Company of its Guarantee and Junior Subordinated Notes (all as defined therein). We are of the opinion that: (a) the Company is validly organized and duly existing as a corporation under the laws of the State of Georgia; (b) the transactions have been consummated in accordance with such statement on Form U-1, as amended; (c) all state laws applicable to such transactions have been complied with; (d) the Company's obligations with respect to the Guarantee and the Junior Subordinated Notes are valid and binding obligations of the Company in accordance with their terms; and (e) the consummation of the transactions did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1 and to the filing thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, /s/Troutman Sanders LLP -----END PRIVACY-ENHANCED MESSAGE-----