UNITED STATES

 

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)                        November 12, 2008  

 

 

Commission

File Number

Registrant, State of Incorporation,

Address and Telephone Number

I.R.S. Employer

Identification No.

 

 

 

1-6468

Georgia Power Company

(A Georgia Corporation)

241 Ralph McGill Boulevard, N.E.

Atlanta, Georgia 30308

(404) 506-6526

58-0257110

 

 

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:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 8.01.

Other Events .

 

On November 12, 2008, Georgia Power Company (the “Company”) entered into Underwriting Agreements covering the issue and sale by the Company of $100,000,000 aggregate principal amount of its Series 2008C 8.20% Senior Notes due November 1, 2048 (the “Series 2008C Senior Notes”) and $400,000,000 aggregate principal amount of its Series 2008D 6.00% Senior Notes due November 1, 2013 (the “Series 20008D Senior Notes”). Both the Series 2008C Senior Notes and the Series 2008D Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration No. 333-140954) of the Company.

Item 9.01.

Financial Statements and Exhibits .

(c) Exhibits.

 

1.4(a)

Underwriting Agreement relating to the Series 2008C Senior Notes, dated November 12, 2008, among the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, as representatives of the Underwriters named in Schedule I thereto.

 

 

1.4(b)

Underwriting Agreement relating to the Series 2008D Senior Notes, dated November 12, 2008, among the Company and Banc of America Securities LLC, Barclays Capital Inc. and Goldman, Sachs & Co., as representatives of the Underwriters named in Schedule I thereto.

 

 

4.2(a)

Thirty-Sixth Supplemental Indenture to Senior Note Indenture dated as of November 19, 2008, providing for the issuance of the Series 2008C Senior Notes.

 

 

4.2(b)

Thirty-Seventh Supplemental Indenture to Senior Note Indenture dated as of November 19, 2008, providing for the issuance of the Series 2008D Senior Notes.

 

 

4.9(a)

Form of the Series 2008C Senior Notes (included in Exhibit 4.2(a) above).

 

 

 

4.9(b)

Form of the Series 2008D Senior Notes (included in Exhibit 4.2(b) above).

 

 

5.1(a)

Opinion of Troutman Sanders LLP relating to the Series 2008C Senior Notes.

 

 

5.1(b)

Opinion of Troutman Sanders LLP relating to the Series 2008D 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:  November 19, 2008

GEORGIA POWER COMPANY

 

 

 

By /s/ Wayne Boston  

Wayne Boston

Assistant Secretary

 

 

 

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