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<SEC-DOCUMENT>0000041091-03-000002.txt : 20030213
<SEC-HEADER>0000041091-03-000002.hdr.sgml : 20030212
<ACCEPTANCE-DATETIME>20030212170008
ACCESSION NUMBER:		0000041091-03-000002
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		1
REFERENCES 429:			333-57884
FILED AS OF DATE:		20030212

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CO
		CENTRAL INDEX KEY:			0000041091
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				580257110
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102839
		FILM NUMBER:		03555257

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BOULEVARD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045066526

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CAPITAL TRUST VIII
		CENTRAL INDEX KEY:			0001137345
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102839-01
		FILM NUMBER:		03555258

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045067146

	MAIL ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CAPITAL TRUST VII
		CENTRAL INDEX KEY:			0001137347
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-102839-02
		FILM NUMBER:		03555259

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045067146

	MAIL ADDRESS:	
		STREET 1:		241 RALPH MCGILL BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>am1.txt
<TEXT>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2003.
                             SUBJECT TO AMENDMENT.  REGISTRATION NOS. 333-102839
                                                                   333-102839-01
                                                                   333-102839-02
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                AMENDMENT NO. 1
                                       TO

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             ---------------------

<Table>
  <S>                                            <C>                                 <C>
              GEORGIA POWER COMPANY                           GEORGIA                            58-0257110
         GEORGIA POWER CAPITAL TRUST VII                      DELAWARE                           58-6442210
        GEORGIA POWER CAPITAL TRUST VIII                      DELAWARE                           58-6442211
  (Exact name of registrant as specified in its   (State or other jurisdiction of     (I.R.S. Employer Identification
                    charter)                       incorporation or organization)                   No.)
</Table>

                        241 RALPH MCGILL BOULEVARD, N.E.
                          ATLANTA, GEORGIA 30308-3374
                                 (404) 506-6526
(Address, including zip code, and telephone number, including area code, of each
                   registrant's principal executive offices)

                             ---------------------

                                JANICE G. WOLFE
                              CORPORATE SECRETARY
                             GEORGIA POWER COMPANY
                        241 RALPH MCGILL BOULEVARD, N.E.
                          ATLANTA, GEORGIA 30308-3374
                                 (404) 506-6526
 (Name, address, including zip code, and telephone number, including area code,
                    of agent for service of each registrant)

                             ---------------------

  THE COMMISSION IS REQUESTED TO MAIL SIGNED COPIES OF ALL ORDERS, NOTICES AND
                               COMMUNICATIONS TO:

<Table>
<S>                                                          <C>
                       GALE E. KLAPPA                                          JOHN D. MCLANAHAN, ESQ.
                 EXECUTIVE VICE PRESIDENT,                                       TROUTMAN SANDERS LLP
           CHIEF FINANCIAL OFFICER AND TREASURER                              600 PEACHTREE STREET, N.E.
                    THE SOUTHERN COMPANY                                              SUITE 5200
                 270 PEACHTREE STREET, N.W.                                  ATLANTA, GEORGIA 30308-2216
                   ATLANTA, GEORGIA 30303
</Table>

                             ---------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                             ---------------------

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                       TITLE OF                             AMOUNT          PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
               EACH CLASS OF SECURITIES                      TO BE           OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
                   TO BE REGISTERED                      REGISTERED(1)      PER UNIT(1)(2)(3)     PRICE(1)(2)(3)        FEE(1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                 <C>                  <C>
Georgia Power Capital Trust VII Preferred
Securities............................................
- ---------------------------------------------------------------------------------------------------------------------------------
Georgia Power Capital Trust VIII Preferred
Securities............................................
- ---------------------------------------------------------------------------------------------------------------------------------
Georgia Power Company Senior Notes....................
- ---------------------------------------------------------------------------------------------------------------------------------
Georgia Power Company Junior Subordinated Notes.......
- ---------------------------------------------------------------------------------------------------------------------------------
Georgia Power Company Guarantees with respect to
Preferred Securities of Georgia Power Capital Trust
VII and Georgia Power Capital Trust VIII (4)(5).......
- ---------------------------------------------------------------------------------------------------------------------------------
Total.................................................   $800,000,000             100%             $800,000,000       $73,600(6)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) There are being registered hereunder such presently indeterminate number of
    Preferred Securities of Georgia Power Capital Trust VII and Georgia Power
    Capital Trust VIII and such presently indeterminate principal amount of
    Senior Notes and Junior Subordinated Notes of Georgia Power Company with an
    aggregate initial offering price not to exceed $800,000,000. Junior
    Subordinated Notes also may be issued to Georgia Power Capital Trust VII or
    Georgia Power Capital Trust VIII and later distributed upon dissolution and
    distribution of the assets thereof, which would include such Junior
    Subordinated Notes for which no separate consideration will be received.
    Pursuant to Rule 457(o) under the Securities Act of 1933, which permits the
    registration fee to be calculated on the basis of the maximum offering price
    of all the securities listed, the table does not specify by each class
    information as to the amount to be registered, proposed maximum offering
    price per unit or proposed maximum aggregate offering price.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Exclusive of accrued interest and distributions, if any.
(4) No separate consideration will be received for the Georgia Power Company
    Guarantees. Pursuant to Rule 457(n) no separate fee is payable in respect of
    the Georgia Power Company Guarantees.
(5) Includes the obligations of Georgia Power Company under the respective Trust
    Agreements, the Subordinated Note Indenture, the related series of Junior
    Subordinated Notes, the respective Guarantees and the respective Agreements
    as to Expenses and Liabilities, which include the Company's covenants to pay
    any indebtedness, expenses or liabilities of the Trusts (other than
    obligations pursuant to the terms of the Preferred Securities or other
    similar interests), all as described in this registration statement.
(6) Previously paid.

                             ---------------------

   THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
   THE WITHIN PROSPECTUS CONTAINS THE INFORMATION REQUIRED BY RULE 429 OF THE
COMMISSION UNDER THE SECURITIES ACT OF 1933 WITH RESPECT TO THE $60,000,000 OF
SECURITIES REMAINING UNSOLD UNDER REGISTRATION STATEMENT NO. 333-57884, DECLARED
EFFECTIVE APRIL 12, 2001 FOR WHICH A FEE OF $5,520 WAS PAID.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

     This Registration Statement includes a prospectus supplement that relates
to the proposed offering of Series L Senior Notes as described therein currently
planned to commence as soon a practicable after the effective date of the
Registration Statement.


<PAGE>

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT
OFFERS TO SELL THESE SECURITIES AND THEY ARE NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 Subject to Completion, Dated February 12, 2003
           PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED           , 2003

                              $

                                   (GPC LOGO)

                      SERIES L FLOATING RATE SENIOR NOTES
                             DUE FEBRUARY     , 200

                          ---------------------------

The Series L Floating Rate Senior Notes due February   , 200 of Georgia Power
Company will bear interest payable quarterly on the    day of February, May,
August and November, beginning May   , 2003. The per annum interest rate on the
Series L Senior Notes will be reset quarterly based on the three-month LIBOR
rate plus    %; however, under certain circumstances described in this
prospectus supplement, the interest rate on the Series L Senior Notes will be
determined without reference to LIBOR.

See "Risk Factors" on page 3 of the accompanying prospectus for information on
certain risks related to the purchase of these securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          ---------------------------

The underwriters propose to offer the Series L Senior Notes from time to time
for sale in negotiated transactions, or otherwise, at varying prices to be
determined at the time of each sale. The underwriters have agreed to purchase
the Series L Senior Notes from the Company at    % of their principal amount
($          aggregate proceeds to the Company), subject to the terms and
conditions in the Underwriting Agreement.

The underwriters expect to deliver the Series L Senior Notes in book-entry form
only through the facilities of The Depository Trust Company against payment in
New York, New York on            , 2003.

                          ---------------------------

                                BARCLAYS CAPITAL

           The date of this Prospectus Supplement is           , 2003
<PAGE>

     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES L SENIOR NOTES OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT AND SHORT-COVERING TRANSACTIONS IN THE SERIES L
SENIOR NOTES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

                                  THE COMPANY

     Georgia Power Company (the "Company") is a corporation organized under the
laws of the State of Georgia on June 26, 1930. The Company has its principal
office at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374,
telephone (404) 506-6526. The Company is a wholly owned subsidiary of The
Southern Company ("Southern").

     The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
57,200 square mile service area comprising most of the State of Georgia.

                         SELECTED FINANCIAL INFORMATION

     The following data is qualified in its entirety by reference to and,
therefore, should be read together with the detailed information and financial
statements appearing in this Prospectus Supplement, in the accompanying
Prospectus or in the documents incorporated in this Prospectus Supplement by
reference.

<Table>
<Caption>
                                                                                             NINE
                                                                                            MONTHS
                                                     YEAR ENDED DECEMBER 31,                 ENDED
                                            ------------------------------------------   SEPTEMBER 30,
                                             1997     1998     1999     2000     2001        2002
                                            ------   ------   ------   ------   ------   -------------
                                                    (MILLIONS, EXCEPT RATIOS)             (UNAUDITED)
<S>                                         <C>      <C>      <C>      <C>      <C>      <C>
Operating Revenues........................  $4,386   $4,738   $4,457   $4,871   $4,966      $3,728
Earnings Before Interest and Income
  Taxes...................................   1,273    1,245    1,155    1,189    1,217       1,075
Net Income After Dividends on Preferred
  Stock...................................     594      570      541      559      610         569
Ratio of Earnings to Fixed Charges(1).....    4.66     4.49     4.26     4.14     4.79        6.07
</Table>

<Table>
<Caption>
                                                                    CAPITALIZATION
                                                               AS OF SEPTEMBER 30, 2002
                                                              --------------------------
                                                              ACTUAL     AS ADJUSTED(2)
                                                              -------   ----------------
                                                                  (MILLIONS, EXCEPT
                                                                     PERCENTAGES)
                                                                     (UNAUDITED)
<S>                                                           <C>       <C>       <C>
Common Stock Equity.........................................  $4,367    $              %
Cumulative Preferred Stock..................................      15
Company Obligated Mandatorily Redeemable Preferred
  Securities of Subsidiary Trusts Holding Company Junior
  Subordinated Notes(3).....................................     815
Senior Notes................................................   1,145
Other Long-Term Debt........................................   1,765
                                                              ------    ------    -----
     Total, excluding amounts due within one year of $914
      million...............................................  $8,107    $         100.0%
                                                              ======    ======    =====
</Table>

- ---------------

(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Interest and Income Taxes" the debt portion of
    allowance for funds used during construction; and (ii) "Fixed Charges"
    consist of "Net Interest Charges" plus the debt portion of allowance for
    funds used during construction.
(2) Reflects (i) the issuance in November 2002 by Georgia Power Capital Trust VI
    of $300,000,000 aggregate liquidation amount of its Flexible Trust Preferred
    Securities (Five Year Initial Fixed Rate Period) for the benefit of the
    Company; (ii) the redemption in December 2002 by Georgia Power Capital

                                       S-2
<PAGE>

Trust II of $175,000,000 aggregate liquidation amount of its 7.60% Trust
Preferred Securities for the benefit of the Company; (iii) the issuance in
November 2002 of $200,000,000 aggregate principal amount of Series K 5 1/8%
     Senior Notes due November 15, 2012; and (iv) the issuance of the Series L
     Senior Notes offered hereby.
(3) Substantially all of the assets of the respective Trusts are Junior
    Subordinated Notes of the Company, and upon redemption of such debt, the
    related Preferred Securities will be mandatorily redeemable.

                          RECENT RESULTS OF OPERATIONS

     For the year ended December 31, 2002, the unaudited amounts for "Operating
Revenues," "Earnings Before Interest and Income Taxes" and "Net Income After
Dividends on Preferred Stock" were $4,822,000,000, $1,207,000,000 and
$618,000,000, respectively. In the opinion of the management of the Company, the
above unaudited amounts for the year ended December 31, 2002 reflect all
adjustments (which were only normal recurring adjustments) necessary to present
fairly the results of operations for such period. The "Ratio of Earnings to
Fixed Charges" for the year ended December 31, 2002 was 5.07.

                                USE OF PROCEEDS

     The proceeds from the sale of the Series L Senior Notes will be used by the
Company to [repay a portion of its outstanding short-term indebtedness, which
aggregated approximately $            as of February   , 2003].

                    DESCRIPTION OF THE SERIES L SENIOR NOTES

     Set forth below is a description of the specific terms of the Series L
Floating Rate Senior Notes due February   , 200 (the "Series L Senior Notes").
This description supplements, and should be read together with, the description
of the general terms and provisions of the senior notes set forth in the
accompanying Prospectus under the caption "Description of the Senior Notes." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
Prospectus and the Senior Note Indenture dated as of January 1, 1998, as
supplemented (the "Senior Note Indenture"), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Senior
Note Indenture Trustee").

GENERAL

     The Series L Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series L Senior Notes will initially be issued in
the aggregate principal amount of $          . The Company may, without the
consent of the holders of the Series L Senior Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the Series L Senior Notes. Any additional notes having such similar terms,
together with the Series L Senior Notes, will constitute a single series of
senior notes under the Senior Note Indenture.

     The entire principal amount of the Series L Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on February   , 200 . The Series L Senior Notes are not subject to any sinking
fund provision. The Series L Senior Notes are available for purchase in
denominations of $1,000 and any integral multiple thereof.

INTEREST

     Each Series L Senior Note shall bear interest from the date of original
issuance, payable quarterly in arrears on the      day of February, May, August
and November to the person in whose name such Series L Senior Note is registered
at the close of business on the fifteenth calendar day prior to such payment
date. The initial interest payment date is May   , 2003. The amount of interest
payable will be computed on the basis of

                                       S-3
<PAGE>

the actual number of days elapsed over a 360-day year. If any interest payment
date would otherwise be a day that is not a Business Day, the interest payment
date will be the next succeeding Business Day.

     The Series L Senior Notes will bear interest for each quarterly Interest
Period at a per annum rate determined by the Calculation Agent, subject to the
maximum interest rate permitted by New York or other applicable state law, as
such law may be modified by United States law of general application. The
interest rate applicable during each quarterly Interest Period will be equal to
LIBOR on the Interest Determination Date for such Interest Period plus    %;
provided, however, that in certain circumstances described below, the interest
rate will be determined without reference to LIBOR. Promptly upon such
determination, the Calculation Agent will notify the Company and the Senior Note
Indenture Trustee, if the Senior Note Indenture Trustee is not then serving as
the Calculation Agent, of the interest rate for the new Interest Period. The
interest rate determined by the Calculation Agent, absent manifest error, shall
be binding and conclusive upon the beneficial owners and holders of the Series L
Senior Notes, the Company and the Senior Note Indenture Trustee.

     If the following circumstances exist on any Interest Determination Date,
the Calculation Agent shall determine the interest rate for the Series L Senior
Notes as follows:

          (1) In the event no Reported Rate appears on Telerate Page 3750 as of
     approximately 11:00 a.m., London time, on an Interest Determination Date,
     the Calculation Agent shall request the principal London offices of each of
     four major banks in the London interbank market selected by the Calculation
     Agent (after consultation with the Company) to provide a quotation of the
     rate (the "Rate Quotation") at which three-month deposits in amounts of not
     less than $1,000,000 are offered by it to prime banks in the London
     interbank market, as of approximately 11:00 a.m., London time, on such
     Interest Determination Date, that is representative of single transactions
     at such time (the "Representative Amounts"). If at least two Rate
     Quotations are provided, the interest rate will be the arithmetic mean of
     the Rate Quotations obtained by the Calculation Agent, plus    %.

          (2) In the event no Reported Rate appears on Telerate Page 3750 as of
     approximately 11:00 a.m., London time, on an Interest Determination Date
     and there are fewer than two Rate Quotations, the interest rate will be the
     arithmetic mean of the rates quoted at approximately 11:00 a.m., New York
     City time, on such Interest Determination Date, by three major banks in New
     York City selected by the Calculation Agent (after consultation with the
     Company), for loans in Representative Amounts in U.S. dollars to leading
     European banks, having an index maturity of three months for a period
     commencing on the second London Business Day immediately following such
     Interest Determination Date, plus    %; provided, however, that if fewer
     than three banks selected by the Calculation Agent are quoting such rates,
     the interest rate for the applicable Interest Period will be the same as
     the interest rate in effect for the immediately preceding Interest Period.

     Upon the request of a holder of the Series L Senior Notes, the Calculation
Agent will provide to such holder the interest rate in effect on the date of
such request and, if determined, the interest rate for the next Interest Period.

CERTAIN DEFINITIONS

     The following definitions apply to the Series L Senior Notes.

     "Business Day" means a day other than (i) a Saturday or Sunday, (ii) a day
on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed, or (iii) a day on which the Senior Note
Indenture Trustee's corporate trust office is closed for business.

     "Calculation Agent" means JPMorgan Chase Bank, or its successor appointed
by the Company, acting as calculation agent.

     "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

                                       S-4
<PAGE>

     "Interest Period" means the period commencing on an interest payment date
for the Series L Senior Notes (or, with respect to the initial Interest Period
only, commencing on the issue date for the Series L Senior Notes) and ending on
the day before the next succeeding interest payment date for the Series L Senior
Notes.

     "LIBOR" for any Interest Determination Date will be the offered rate for
deposits in U.S. dollars having an index maturity of three months for a period
commencing on the second London Business Day immediately following the Interest
Determination Date in amounts of not less than $1,000,000, as such rate appears
on Telerate Page 3750 or a successor reporter of such rates selected by the
Calculation Agent and acceptable to the Company, at approximately 11:00 a.m.,
London time, on the Interest Determination Date (the "Reported Rate").

     "London Business Day" means a day that is a Business Day and a day on which
dealings in deposits in U.S. dollars are transacted, or with respect to any
future date are expected to be transacted, in the London interbank market.

     "Telerate Page 3750" means the display designated on page 3750 on Moneyline
Telerate, Inc. (or such other page as may replace the 3750 page on that service
or such other service as may be nominated by the British Bankers' Association
for the purpose of displaying London interbank offered rates for U.S. dollar
deposits).

RANKING

     The Series L Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking equally with all other unsecured and
unsubordinated obligations of the Company. The Series L Senior Notes will be
effectively subordinated to all secured debt of the Company, aggregating
approximately $82,000,000 outstanding at September 30, 2002. The Senior Note
Indenture contains no restrictions on the amount of additional indebtedness that
may be incurred by the Company.

REDEMPTION

     The Series L Senior Notes will not be redeemable at the option of the
Company prior to maturity.

BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

     The Depository Trust Company ("DTC") will act as the initial securities
depositary for the Series L Senior Notes. The Series L Senior Notes will be
issued only as fully-registered securities registered in the name of Cede & Co.,
DTC's nominee or such other name as may be requested by an authorized
representative of DTC. One or more fully-registered global Series L Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of Series L Senior Notes, and will be deposited with DTC.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its participants
("Participants") deposit with DTC. DTC holds and provides asset servicing for
over 2 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues and money market instruments from over 85 countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and
other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation and
Emerging Markets Clearing

                                       S-5
<PAGE>

Corporation (NSCC, GSCC, MBSCC and EMCC, also subsidiaries of DTCC), as well as
by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The DTC rules applicable to its
Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.

     Purchases of Series L Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series L Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series L Senior Notes ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series L Senior
Notes. Transfers of ownership interests in the Series L Senior Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Series L Senior Notes,
except in the event that use of the book-entry system for the Series L Senior
Notes is discontinued.

     To facilitate subsequent transfers, all Series L Senior Notes deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series L Senior Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect
any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series L Senior Notes. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series L Senior Notes
are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

     Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     Although voting with respect to the Series L Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will itself consent or vote with respect to Series L Senior Notes.
Under its usual procedures, DTC would mail an Omnibus Proxy to the Company as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Series L Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).

     Payments on the Series L Senior Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the Company or the Senior Note
Indenture Trustee on the relevant payment date in accordance with their
respective holdings shown on DTC's records. Payments by Direct or Indirect
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
Direct or Indirect Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.

     Except as provided herein, a Beneficial Owner of a global Series L Senior
Note will not be entitled to receive physical delivery of Series L Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series L Senior Notes. The laws of some
jurisdictions

                                       S-6
<PAGE>

require that certain purchasers of securities take physical delivery of
securities in definitive form. Such laws may impair the ability to transfer
beneficial interests in a global Series L Senior Note.

     DTC may discontinue providing its services as securities depositary with
respect to the Series L Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depositary is not obtained, Series L Senior Notes certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depositary) with respect to the Series L Senior Notes. In that event,
certificates for the Series L Senior Notes will be printed and delivered to the
holders of record.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.

                                       S-7
<PAGE>

                                  UNDERWRITING

     Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below and each of the Underwriters severally has agreed to
purchase the principal amount of Series L Senior Notes set forth opposite its
name below:

<Table>
<Caption>
                                                                   PRINCIPAL
                                                                   AMOUNT OF
                                                                SERIES L SENIOR
NAME                                                                 NOTES
- ----                                                          -------------------
<S>                                                           <C>
Barclays Capital Inc........................................     $
.............................................................
                                                                 ------------
          Total.............................................     $
                                                                 ============
</Table>

     The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Series L Senior Notes are
subject to, among other things, the approval of certain legal matters by their
counsel and certain other conditions. The Underwriters are obligated to take and
pay for all the Series L Senior Notes if any are taken.

     The Underwriters propose to offer the Series L Senior Notes from time to
time for sale in negotiated transactions, or otherwise, at varying prices to be
determined at the time of each sale. In connection with the sale of the Series L
Senior Notes, the Underwriters may be deemed to have received compensation from
the Company in the form of underwriting discounts.

     [The Company has agreed, during the period of 15 days from the date of the
Underwriting Agreement, not to sell, offer to sell, grant any option for the
sale of, or otherwise dispose of any Series L Senior Notes, any security
convertible into or exchangeable into or exercisable for Series L Senior Notes
or any debt securities substantially similar to the Series L Senior Notes
(except for the Series L Senior Notes issued pursuant to the Underwriting
Agreement), without the prior written consent of the Underwriters.]

     The Company estimates that it will incur offering expenses of approximately
$        .

     In order to facilitate the offering of the Series L Senior Notes, the
Underwriters or their affiliates may engage in transactions that maintain or
otherwise affect the price of the Series L Senior Notes. Specifically, the
Underwriters or their affiliates may over-allot in connection with this
offering, creating short positions in the Series L Senior Notes for their own
account. In addition, to cover over-allotments the Underwriters or their
affiliates may bid for and purchase Series L Senior Notes in the open market.
Finally, the Underwriters or their affiliates may reclaim any selling concession
allowed to an underwriter or dealer for distributing Series L Senior Notes in
this offering, if the Underwriters or their affiliates repurchase previously
distributed Series L Senior Notes in transactions that cover syndicate short
positions or otherwise. Any of these activities may maintain the market price of
the Series L Senior Notes above independent market levels. The Underwriters or
their affiliates are not required to engage in these activities, and may end any
of these activities at any time.

     Neither the Company nor either of the Underwriters makes any representation
or prediction as the direction or magnitude of any effect that the transactions
described above may have on the price of the Series L Senior Notes. In addition,
neither the Company nor either of the Underwriters makes any representation that
such transactions will be engaged in or that such transactions, once commenced,
will not be discontinued without notice.

     The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

     The Underwriters and their affiliates engage in transactions with and
perform services for the Company in the ordinary course of business and have
engaged, and may in the future engage, in commercial banking and/or investment
banking transactions with the Company or its affiliates.

                                       S-8
<PAGE>

     The Series L Senior Notes will not have an established trading market when
issued. There can be no assurance of a secondary market for the Series L Senior
Notes or the continued liquidity of such market if one develops. It is not
anticipated that the Series L Senior Notes will be listed on any securities
exchange.

                                       S-9
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                              $

                                   (GPC LOGO)

                      SERIES L FLOATING RATE SENIOR NOTES
                             DUE FEBRUARY     , 200

                          ---------------------------

                               TABLE OF CONTENTS

                          ---------------------------

<Table>
<Caption>
                                        PAGE
                                        ----
<S>                                     <C>
           PROSPECTUS SUPPLEMENT
The Company...........................   S-2
Selected Financial Information........   S-2
Recent Results of Operations..........   S-3
Use of Proceeds.......................   S-3
Description of the Series L Senior
  Notes...............................   S-3
Underwriting..........................   S-8
                 PROSPECTUS
About this Prospectus.................     2
Risk Factors..........................     3
Available Information.................     7
Incorporation of Certain Documents by
  Reference...........................     8
Georgia Power Company.................     8
Selected Information..................     9
The Trusts............................     9
Accounting Treatment of Trusts........    10
Use of Proceeds.......................    10
Description of the Senior Notes.......    10
Description of the Junior Subordinated
  Notes...............................    14
Description of the Preferred
  Securities..........................    19
Description of the Guarantees.........    20
Relationship Among the Preferred
  Securities, the Junior Subordinated
  Notes and the Guarantees............    22
Plan of Distribution..................    24
Legal Matters.........................    24
Experts...............................    24
</Table>

                          ---------------------------

                             PROSPECTUS SUPPLEMENT

                          ---------------------------

                                BARCLAYS CAPITAL

                                          , 2003

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2003

PROSPECTUS

                                  $860,000,000

                             GEORGIA POWER COMPANY
                                  SENIOR NOTES

                           JUNIOR SUBORDINATED NOTES

                          ---------------------------

                        GEORGIA POWER CAPITAL TRUST VII
                        GEORGIA POWER CAPITAL TRUST VIII
                           TRUST PREFERRED SECURITIES
   FULLY AND UNCONDITIONALLY GUARANTEED, AS SET FORTH IN THIS PROSPECTUS, BY

                             GEORGIA POWER COMPANY
                      A SUBSIDIARY OF THE SOUTHERN COMPANY

                          ---------------------------

     We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest.

     See "Risk Factors" on page 3 for information on certain risks related to
the purchase of these securities.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                          ---------------------------

               , 2003
<PAGE>

                             ABOUT THIS PROSPECTUS

     This Prospectus is part of a registration statement filed with the
Securities and Exchange Commission (the "Commission") using a "shelf"
registration process under the Securities Act of 1933, as amended (the "1933
Act"). Under the shelf process, Georgia Power Company (the "Company") may sell,
in one or more transactions,

     - senior notes (the "Senior Notes")

     - junior subordinated notes (the "Junior Subordinated Notes")

and Georgia Power Capital Trust VII and Georgia Power Capital Trust VIII
(individually, a "Trust" and collectively, the "Trusts") may sell

     - trust preferred securities or capital securities (the "Preferred
Securities")

in one or more offerings up to a total dollar amount of $860,000,000. This
Prospectus provides a general description of those securities. Each time the
Company sells securities, the Company will provide a prospectus supplement that
will contain specific information about the terms of that offering ("Prospectus
Supplement"). The Prospectus Supplement may also add, update or change
information contained in this Prospectus. You should read this Prospectus and
the applicable Prospectus Supplement together with additional information under
the heading "Available Information."

                                        2
<PAGE>

                                  RISK FACTORS

     Investors should carefully consider the risks described below as well as
other information contained or incorporated by reference in this Prospectus
before buying the securities described in this Prospectus. These are risks the
Company considers to be material to your decision whether to invest in the
Company's securities at this time. If any of the following risks occur, the
Company's business, financial condition or results of operations could be
materially harmed. In that case, the value or trading price of the securities
described in this Prospectus could decline, and you may lose all or part of your
investment.

RISKS RELATED TO THE ENERGY INDUSTRY

  The Company is subject to substantial governmental regulation. Compliance with
  current and future regulatory requirements and procurement of necessary
  approvals, permits and certificates may result in substantial costs to the
  Company.

     The Company is subject to substantial regulation from federal, state and
local regulatory agencies. The Company is required to comply with numerous laws
and regulations and to obtain permits, approvals and certificates from the
governmental agencies that regulate various aspects of its business, including
customer rates, service regulations, retail service territories, sales of
securities, asset acquisitions and sales, accounting policies and practices, and
the operation of fossil-fuel, hydroelectric and nuclear generating facilities.
For example, the rates charged by the Company to wholesale customers must be
approved by the Federal Energy Regulatory Commission (the "FERC"). Additionally,
the Georgia Public Service Commission has broad powers of supervision and
regulation over the Company and must approve the rates charged by the Company to
retail customers. The Company believes the necessary permits, approvals and
certificates have been obtained for its existing operations and that its
business is conducted in accordance with applicable laws; however, the Company
is unable to predict the impact on its operating results from future regulatory
activities of these agencies.


     The Company is also subject to regulation by the Commission under the
Public Utility Holding Company Act of 1935, as amended (the "1935 Act"). The
rules and regulations promulgated under the 1935 Act impose a number of
restrictions on the operations of registered utility holding companies and their
subsidiaries and such rules apply to the Company as a subsidiary of a registered
utility holding company. These restrictions include a requirement that, subject
to a number of exceptions, the Commission approve in advance securities
issuances, acquisitions and dispositions of utility assets or of securities of
utility companies, and acquisitions of other businesses. The 1935 Act also
generally limits the operations of a registered holding company to a single
integrated public utility system, plus additional energy-related businesses. The
1935 Act requires that transactions between affiliated companies in a registered
holding company system be performed at cost, with limited exceptions.


     The impact of any future revision or changes in interpretations of existing
regulations or the adoption of new laws and regulations applicable to the
Company cannot now be predicted. Changes in regulation or the imposition of
additional regulations could influence the Company's operating environment and
may result in substantial costs to the Company.

GENERAL RISKS RELATED TO THE COMPANY'S OPERATIONS

  The regional power market in which the Company competes has changing
  transmission regulatory structures, which could affect the ownership of these
  assets and related revenues and expenses.

     The Company currently owns and operates transmission facilities as part of
a vertically integrated utility. Transmission revenues are not separated from
generation and distribution revenues in its approved retail rates. Federal
governmental authorities are advocating the formation of regional transmission
organizations and are proposing the adoption of new regulations that would
impact electric markets, including the transmission regulatory structure. Under
this new transmission regulatory structure, the Company would transfer
functional control (but not ownership) of its transmission facilities to an
independent third party. Because it remains unclear how regional transmission
organizations will develop or what new market rules will be established, the
Company is unable to assess fully the impact that these developments may have on
its business. The
                                        3
<PAGE>

Company's revenues, expenses, assets and liabilities could be adversely affected
by changes in the transmission regulatory structure in its regional power
market.

  Recent events in the energy markets that are beyond the Company's control have
  increased the level of public and regulatory scrutiny in the energy industry
  and in the capital markets. The reaction to these events may result in new
  laws or regulations related to the Company's business operations or the
  accounting treatment of its existing operations which could have a negative
  impact on the Company's net income or access to capital.

     As a result of the energy crisis in California during the summer of 2001,
the filing of bankruptcy by Enron Corporation and investigations by governmental
authorities into energy trading activities, companies generally in the regulated
and unregulated utility businesses have been under an increased amount of public
and regulatory scrutiny. The capital markets and ratings agencies also have
increased their level of scrutiny. This increased scrutiny could lead to
substantial changes in laws and regulations affecting the Company, including new
accounting standards that could change the way the Company is required to record
revenues, expenses, assets and liabilities. These types of disruptions in the
industry and any resulting regulations may have a negative impact on the
Company's net income or access to capital.

  Deregulation or restructuring in the electric industry may result in increased
  competition and unrecovered costs which could negatively impact the Company's
  earnings.

     Increased competition which may result from restructuring efforts could
have a significant adverse financial impact on the Company. Increased
competition could result in increased pressure to lower the cost of electricity.
Any adoption of retail competition and the unbundling of regulated energy
service in the State of Georgia could have a significant adverse financial
impact on the Company due to an impairment of assets, a loss of retail
customers, lower profit margins or increased costs of capital. The Company
cannot predict if or when it will be subject to changes in legislation or
regulation, nor can the Company predict the impact of these changes.

     Additionally, the electric utility industry has experienced a substantial
increase in competition at the wholesale level, caused by changes in federal law
and regulatory policy. As a result of the Public Utility Regulatory Policies Act
of 1978 and the Energy Policy Act of 1992, competition in the wholesale
electricity market has greatly increased due to a greater participation by
traditional electricity suppliers, non-utility generators, independent power
producers, wholesale power marketers and brokers, and due to the trading of
energy futures contracts on various commodities exchanges. In 1996, the FERC
issued new rules on transmission service to facilitate competition in the
wholesale market on a nationwide basis. The rules give greater flexibility and
more choices to wholesale power customers. Also, in July 2002, the FERC issued a
notice of proposed rulemaking (which has not yet been adopted) related to open
access transmission service and standard electricity market design. As a result
of the changing regulatory environment and the relatively low barriers to entry
(which include, in addition to open access transmission service, relatively low
construction costs for new generating facilities), the Company expects
competition to steadily increase. This increased competition could affect the
Company's load forecasts, plans for power supply and wholesale energy sales and
related revenues. The effect on the Company's net income and financial condition
could vary depending on the extent to which: (i) additional generation is built
to compete in the wholesale market; (ii) new opportunities are created for the
Company to expand its wholesale load; or (iii) current wholesale customers elect
to purchase from other suppliers after existing contracts expire.

RISKS RELATED TO ENVIRONMENTAL REGULATION

  The Company's costs of compliance with environmental laws are significant. The
  costs of compliance with future environmental laws and the incurrence of
  environmental liabilities could harm the Company's cash flow and
  profitability.

     The Company is subject to extensive federal, state and local environmental
requirements which, among other things, regulate air emissions, water discharges
and the management of hazardous and solid waste in

                                        4
<PAGE>

order to adequately protect the environment. Compliance with these legal
requirements requires the Company to commit significant capital toward
environmental monitoring, installation of pollution control equipment, emissions
fees and permits at all of its facilities. These expenditures are significant
and the Company expects that they will increase in the future. For example,
construction expenditures for achieving compliance with Phase I and Phase II of
the Clean Air Act totaled approximately $206 million. Construction expenditures
for compliance with one-hour ozone non-attainment standards in Atlanta are
expected to total approximately $699 million when completed in 2003.

     If the Company fails to comply with environmental laws and regulations,
even if caused by factors beyond its control, that failure may result in the
assessment of civil or criminal penalties and fines against the Company. The
Environmental Protection Agency has filed a civil action against the Company
alleging violations of the new source review provisions of the Clean Air Act. An
adverse outcome could require substantial capital expenditures that cannot be
determined at this time and could require payment of substantial penalties.

     Existing environmental laws and regulations may be revised, or new laws and
regulations seeking to protect the environment may be adopted or become
applicable to the Company. Revised or additional laws and regulations could
result in additional operating restrictions on the Company's facilities or
increased compliance costs which may not be fully recoverable from the Company's
customers and would therefore reduce the Company's net income.

RISKS RELATED TO THE COMPANY AND ITS BUSINESS

  The Company's financial performance may be adversely affected if it is unable
  to successfully operate its electric generating facilities.

     The Company's financial performance depends on the successful operation of
its electric generating facilities. Operating electric generating facilities
involves many risks, including:

     - operator error and breakdown or failure of equipment or processes;

     - operating limitations that may be imposed by environmental or other
       regulatory requirements;

     - labor disputes;

     - fuel supply interruptions; and

     - catastrophic events such as fires, earthquakes, explosions, floods or
       other similar occurrences.

     A decrease or elimination of revenues from power produced by the Company's
electric generating facilities or an increase in the cost of operating the
facilities would reduce the Company's net income.

 Changes in technology may make the Company's electric generating facilities
 less competitive.

     A key element of the Company's business model is that generating power at
central power plants achieves economies of scale and produces power at
relatively low cost. There are other technologies that produce power, most
notably fuel cells, microturbines, windmills and solar cells. It is possible
that advances in technology will reduce the cost of alternative methods of
producing power to a level that is competitive with that of most central power
station electric production. If this were to happen and if these technologies
achieved economies of scale, the Company's market share could be eroded, and the
value of its electric generating facilities could be reduced. Changes in
technology could also alter the channels through which retail electric customers
buy power, which could reduce the Company's revenues or increase expenses.

 Operation of nuclear facilities involves inherent risks, including
 environmental, health, regulatory, terrorism and financial risks that could
 result in fines or the closure of the Company's nuclear units, and which may
 present potential exposures in the excess of the Company's insurance coverage.

     The Company owns an undivided interest in, and contracts the operation of,
four nuclear units that represent approximately 1,960 megawatts, or 13.5% of the
Company's generation capacity. The Company's

                                        5
<PAGE>

nuclear facilities are subject to environmental, health and financial risks such
as the ability to dispose of spent nuclear fuel, the ability to maintain
adequate reserves for decommissioning, potential liabilities arising out of the
operation of these facilities and the costs of securing the facilities against
possible terrorist attacks. The Company maintains decommissioning trusts and
external insurance coverage to minimize the financial exposure to these risks;
however, it is possible that damages could exceed the amount of the Company's
insurance coverage.

     The Nuclear Regulatory Commission (the "NRC") has broad authority under
federal law to impose licensing and safety-related requirements for the
operation of nuclear generation facilities. In the event of non-compliance, the
NRC has the authority to impose fines or shut down a unit, or both, depending
upon its assessment of the severity of the situation, until compliance is
achieved. Recent NRC orders related to increased security measures and any
future safety requirements promulgated by the NRC could require the Company to
make substantial capital expenditures at its nuclear plants. In addition,
although the Company has no reason to anticipate a serious nuclear incident at
its plants, if an incident did occur, it could result in substantial costs to
the Company. A major incident at a nuclear facility anywhere in the world could
cause the NRC to limit or prohibit the operation or licensing of any domestic
nuclear unit.

     The Company's facilities require licenses that need to be renewed or
extended in order to continue operating. As a result of potential terrorist
threats and increased public scrutiny of utilities, the licensing process could
result in increased licensing or compliance costs that are difficult or
impossible to predict.

 The Company may not be able to obtain adequate fuel supplies, which could limit
 its ability to operate its facilities.

     The Company purchases fuel from a number of suppliers. Disruption in the
delivery of fuel, including disruptions as a result of, among other things,
weather, labor relations or environmental regulations affecting the Company's
fuel suppliers, could limit the Company's ability to operate its facilities, and
thus, reduce its net income.

 Demand for power could exceed the Company's supply capacity, resulting in
 increased costs to the Company for purchasing capacity in the open market or
 building additional generation capabilities.

     The Company is currently obligated to supply power to regulated retail and
wholesale customers. At peak times, the demand for power required to meet this
obligation could exceed the Company's available generation capacity. Market or
competitive forces may require that the Company purchase capacity on the open
market or build additional generation capabilities. Because regulators may not
permit the Company to pass all of these purchase or construction costs on to its
customers, the Company may not recover any of these costs or may have exposure
to regulatory lag associated with the time between the incurrence of costs of
purchased or constructed capacity and its recovery in customers' rates.

  The Company's operating results are affected by weather conditions and may
  fluctuate on a seasonal and quarterly basis.

     Electric power generation is generally a seasonal business. In the
Company's service territory, demand for power peaks during the hot summer
months, with market prices also peaking at that time. As a result, the Company's
overall operating results in the future may fluctuate substantially on a
seasonal basis. In addition, the Company has historically sold less power, and
consequently earned less income, when weather conditions are milder. Unusually
mild weather in the future could reduce the Company's revenues, net income,
available cash and borrowing ability.

                                        6
<PAGE>

RISKS RELATED TO MARKET AND ECONOMIC VOLATILITY

  The Company's business is dependent on its ability to successfully access
  capital markets. The Company's inability to access capital may limit its
  ability to execute its business plan or pursue improvements.

     The Company relies on access to both short-term money markets and
longer-term capital markets as a significant source of liquidity for capital
requirements not satisfied by the cash flow from its operations. If the Company
is not able to access capital at competitive rates, its ability to implement its
business plan or pursue improvements will be limited. The Company believes that
it will maintain sufficient access to these financial markets based upon current
credit ratings. However, certain market disruptions or a downgrade of the
Company's credit rating may increase its cost of borrowing or adversely affect
its ability to raise capital through the issuance of securities or other
borrowing arrangements. Such disruptions could include:

     - an economic downturn;

     - the bankruptcy of an unrelated energy company;

     - capital market conditions generally;

     - market prices for electricity and gas;

     - terrorist attacks or threatened attacks on the Company's facilities or
       unrelated energy companies;

     - war or threat of war; or

     - the overall health of the utility industry.

  The Company is subject to risks associated with a changing economic
  environment, including the Company's ability to obtain insurance, the
  financial stability of its customers and the Company's ability to raise
  capital.

     Due to the September 11, 2001 terrorist attacks and the resulting ongoing
war against terrorism by the United States, the nation's economy and financial
markets have been disrupted in general. Additionally, the bankruptcy of Enron
Corporation and events related to the California electric market crisis have
both limited the availability and increased the cost of capital for the
Company's business and that of the Company's competitors. The insurance industry
has also been disrupted by these events. The availability of insurance covering
risks the Company and its competitors typically insure against may decrease, and
the insurance that the Company is able to obtain may have higher deductibles,
higher premiums and more restrictive policy terms. The continuation of the
current economic downturn and disruption of financial markets could also
constrain the capital available to the Company's industry and could reduce the
Company's access to funding for its operations, as well as the financial
stability of its customers and counterparties. These factors could adversely
affect the Company's ability to achieve energy sales growth, thereby decreasing
the Company's level of future earnings.

                             AVAILABLE INFORMATION

     The Company and the Trusts have filed with the Commission a combined
registration statement on Form S-3 (the "Registration Statement," which term
encompasses any amendments of and exhibits to the Registration Statement) under
the 1933 Act. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules to the Registration Statement, to which
reference is made.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance with the
1934 Act files reports and other information with the Commission. Such reports
and other information can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 233 Broadway, New York, New

                                        7
<PAGE>

York 10279. Copies of such material can also be obtained at prescribed rates by
writing to the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants including the Company that file electronically at
http://www.sec.gov. In addition, reports and other material concerning the
Company can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, on which Exchange certain of the Company's
securities are listed.

     No separate financial statements of any Trust are included in this
Prospectus. The Company considers that such statements would not be material to
holders of the Preferred Securities because each Trust has no independent
operations and exists for the sole purpose of investing the proceeds of the sale
of its Trust Securities (as defined below) in Junior Subordinated Notes.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been filed with the Commission pursuant to the
1934 Act and are incorporated in this Prospectus by reference and made a part of
this Prospectus:

        (a) the Company's Annual Report on Form 10-K for the fiscal year ended
           December 31, 2001;

        (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
           March 31, 2002, June 30, 2002 and September 30, 2002; and

        (c) the Company's Current Reports on Form 8-K dated February 13, 2002,
           March 28, 2002, June 13, 2002, June 27, 2002, October 30, 2002 and
           November 15, 2002.

     All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated in this Prospectus by reference and made a part of this Prospectus
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

     THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL DOCUMENTS INCORPORATED IN THIS PROSPECTUS BY REFERENCE (OTHER
THAN THE EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE). SUCH REQUESTS SHOULD BE DIRECTED TO JANICE G. WOLFE,
CORPORATE SECRETARY, GEORGIA POWER COMPANY, 241 RALPH MCGILL BOULEVARD, N.E.,
ATLANTA, GEORGIA 30308-3374, TELEPHONE: (404) 506-6526.

                             GEORGIA POWER COMPANY

     The Company is a wholly-owned subsidiary of The Southern Company
("Southern"), a holding company registered under the Public Utility Holding
Company Act of 1935, as amended. The Company was incorporated under the laws of
the State of Georgia on June 26, 1930. It is engaged in the generation and
purchase of electric energy and the transmission, distribution and sale of such
energy within the State of Georgia at retail in over 600 communities (including
Athens, Atlanta, Augusta, Columbus, Macon, Rome and Valdosta), as well as in
rural areas, and at wholesale currently to 39 electric cooperative associations
through Oglethorpe Power Corporation, a corporate cooperative of electric
membership corporations in Georgia, and to 50 municipalities, 48 of which are
served through the Municipal Electric Authority of Georgia, a public corporation
and an instrumentality of the State of Georgia. The Company and one of its
affiliates, Alabama Power Company, each owns 50% of the common stock of Southern
Electric Generating Company ("SEGCO"). SEGCO owns electric generating units near
Wilsonville, Alabama. The principal executive offices of the Company are located
at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, and the
telephone number is (404) 506-6526.
                                        8
<PAGE>

                              SELECTED INFORMATION

     The following material, which is presented in this Prospectus solely to
furnish limited introductory information regarding the Company, has been
selected from, or is based upon, the detailed information and financial
statements appearing in the documents incorporated by reference in this
Prospectus or elsewhere in this Prospectus, is qualified in its entirety by
reference to those documents and, therefore, should be read together with those
documents.

                             GEORGIA POWER COMPANY

Business.........................    Generation, transmission, distribution and
                                       sale of electric energy

Service Area.....................    Approximately 57,200 square miles
                                       comprising most of the State of Georgia

Service Area Population (1990
Census)..........................    Approximately 6,200,000

Customers at December 31, 2001...    1,954,366

Generating Capacity at December
31, 2001 (kilowatts).............    14,473,917

Sources of Generation during 2001
  (kilowatt-hours)...............    Coal (75%), Nuclear (23%), Hydro (1%), Oil
                                       and Gas (1%)

                                 CERTAIN RATIOS

     The following table sets forth the Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges Plus Preferred Dividend Requirements (Pre-Income Tax
Basis) for the periods indicated.

<Table>
<Caption>
                                                                                          NINE MONTHS
                                                        YEAR ENDED DECEMBER 31,              ENDED
                                                 -------------------------------------   SEPTEMBER 30,
                                                 1997    1998    1999    2000    2001        2002
                                                 ----    ----    ----    ----    ----    -------------
<S>                                              <C>     <C>     <C>     <C>     <C>     <C>
Ratio of Earnings to Fixed Charges(1)..........   4.66    4.49    4.26    4.14    4.79        6.07
Ratio of Earnings to Fixed Charges Plus
  Preferred Dividend Requirements (Pre-Income
  Tax Basis)(2)................................   4.19    4.34    4.22    4.12    4.77        6.04
</Table>

- ---------------

(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Interest and Income Taxes" the debt portion of
    allowance for funds used during construction; and (ii) "Fixed Charges"
    consist of "Net Interest Charges" plus the debt portion of allowance for
    funds used during construction.
(2) In computing this ratio, "Preferred Dividend Requirements" represent the
    before tax earnings necessary to pay such dividends, computed at the
    effective tax rates for the applicable periods.

                                   THE TRUSTS

     Each Trust is a statutory trust created under Delaware law pursuant to the
filing of a certificate of trust with the Delaware Secretary of State on March
23, 2001. Each Trust's business is defined in a trust agreement, executed by the
Company, as Depositor, and the Delaware Trustee of each Trust. This trust
agreement of each Trust will be amended and restated in its entirety
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus forms a part (the "Trust Agreement"). Each Trust Agreement
will be qualified as an indenture under the Trust Indenture Act of 1939, as
amended (the "1939 Act"). The Company will own all the common securities (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities") of each Trust. The Trust Securities represent undivided

                                        9
<PAGE>

beneficial interests in the assets of the respective Trusts. Each Trust exists
for the exclusive purposes of (i) issuing its Trust Securities representing
undivided beneficial interests in the assets of such Trust, (ii) investing the
gross proceeds of its Trust Securities in a related series of Junior
Subordinated Notes, and (iii) engaging in only those other activities necessary,
appropriate, convenient or incidental to these purposes. The payment of periodic
cash distributions on the Preferred Securities of each Trust and payments on
liquidation and redemption with respect to the Preferred Securities of each
Trust, in each case to the extent each Trust has funds legally and immediately
available for these purposes, will be guaranteed by the Company (individually, a
"Guarantee" and collectively, the "Guarantees") to the extent set forth under
"Description of the Guarantees."

     Each Trust's business and affairs will be conducted by its trustees, which
shall be appointed by the Company as the holder of the Common Securities: two
officers of the Company as Administrative Trustees; JPMorgan Chase Bank as
Property Trustee; and Chase Manhattan Bank USA, National Association as Delaware
Trustee (collectively, the "Securities Trustees"). The Property Trustee of each
Trust will act as the indenture trustee with respect to such Trust for purposes
of compliance with the provisions of the 1939 Act.

     The principal place of business of each Trust shall be c/o the Company, 241
Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone (404)
506-6526, Attn: Corporate Secretary.

     Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a Trust for further information concerning such Trust.

                       ACCOUNTING TREATMENT OF THE TRUSTS

     For financial reporting purposes, the Trusts will be treated as
subsidiaries of the Company and, accordingly, the accounts of the Trusts will be
included in the consolidated financial statements of the Company. The Preferred
Securities will be presented as a separate line item in the consolidated balance
sheet of the Company, and appropriate disclosures concerning the Preferred
Securities, the Guarantees and the Junior Subordinated Notes will be included in
the notes to the consolidated financial statements. For financial reporting
purposes, the Company will record distributions payable on the Preferred
Securities as an expense.

                                USE OF PROCEEDS

     Each Trust will invest the proceeds received from the sale of its Preferred
Securities in Junior Subordinated Notes. Except as may be otherwise described in
an applicable Prospectus Supplement, the net proceeds received by the Company
from such investment and any proceeds received from the sale of its Senior Notes
or other sales of its Junior Subordinated Notes will be used in connection with
its ongoing construction program, to pay scheduled maturities and/or refundings
of its securities, to repay short-term indebtedness to the extent outstanding
and for other general corporate purposes.

                        DESCRIPTION OF THE SENIOR NOTES

     Set forth below is a description of the general terms of the Senior Notes.
The following description does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the Senior Note Indenture, dated
as of January 1, 1998, between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee (the "Senior Note Indenture
Trustee"), as to be supplemented by a supplemental indenture to the Senior Note
Indenture establishing the Senior Notes of each series (the Senior Note
Indenture, as so supplemented, is referred to as the "Senior Note Indenture"),
the forms of which are filed as exhibits to the Registration Statement of which
this Prospectus forms a part. The terms of the Senior Notes will include those
stated in the Senior Note Indenture and those made a part of the Senior Note
Indenture by reference to the 1939 Act. Certain capitalized terms used in this
Prospectus are defined in the Senior Note Indenture.

                                        10
<PAGE>

GENERAL

     The Senior Notes will be issued as unsecured senior debt securities under
the Senior Note Indenture and will rank equally with all other unsecured and
unsubordinated debt of the Company. The Senior Notes will be effectively
subordinated to all secured debt of the Company, aggregating approximately
$82,000,000 outstanding at September 30, 2002. The Senior Note Indenture does
not limit the aggregate principal amount of Senior Notes that may be issued
under the Senior Note Indenture and provides that Senior Notes may be issued
from time to time in one or more series pursuant to an indenture supplemental to
the Senior Note Indenture. The Senior Note Indenture gives the Company the
ability to reopen a previous issue of Senior Notes and issue additional Senior
Notes of such series, unless otherwise provided.

     Reference is made to the Prospectus Supplement that will accompany this
Prospectus for the following terms of the series of Senior Notes being offered
by such Prospectus Supplement: (i) the title of such Senior Notes; (ii) any
limit on the aggregate principal amount of such Senior Notes; (iii) the date or
dates on which the principal of such Senior Notes is payable; (iv) the rate or
rates at which such Senior Notes shall bear interest, if any, or any method by
which such rate or rates will be determined, the date or dates from which such
interest will accrue, the interest payment dates on which such interest shall be
payable, and the regular record date for the interest payable on any interest
payment date; (v) the place or places where the principal of (and premium, if
any) and interest, if any, on such Senior Notes shall be payable; (vi) the
period or periods within which, the price or prices at which and the terms and
conditions on which such Senior Notes may be redeemed, in whole or in part, at
the option of the Company or at the option of the holder prior to their
maturity; (vii) the obligation, if any, of the Company to redeem or purchase
such Senior Notes; (viii) the denominations in which such Senior Notes shall be
issuable; (ix) if other than the principal amount of such Senior Notes, the
portion of the principal amount of such Senior Notes which shall be payable upon
declaration of acceleration of the maturity of such Senior Notes; (x) any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company as provided in the Senior Note Indenture pertaining to
such Senior Notes; (xi) whether such Senior Notes shall be issued in whole or in
part in the form of a Global Security; and (xii) any other terms of such Senior
Notes.

     The Senior Note Indenture does not contain provisions that afford holders
of Senior Notes protection in the event of a highly leveraged transaction
involving the Company.

EVENTS OF DEFAULT

     The Senior Note Indenture provides that any one or more of the following
described events with respect to the Senior Notes of any series, which has
occurred and is continuing, constitutes an "Event of Default" with respect to
the Senior Notes of such series:

          (a) failure for 10 days to pay interest on the Senior Notes of such
     series, when due on an interest payment date other than at maturity or upon
     earlier redemption; or

          (b) failure to pay principal or premium, if any, or interest on the
     Senior Notes of such series when due at maturity or upon earlier
     redemption; or

          (c) failure for three Business Days to deposit any sinking fund
     payment when due by the terms of a Senior Note of such series; or

          (d) failure to observe or perform any other covenant or warranty of
     the Company in the Senior Note Indenture (other than a covenant or warranty
     which has expressly been included in the Senior Note Indenture solely for
     the benefit of one or more series of Senior Notes other than such series)
     for 90 days after written notice to the Company from the Senior Note
     Indenture Trustee or the holders of at least 25% in principal amount of the
     outstanding Senior Notes of such series; or

          (e) certain events of bankruptcy, insolvency or reorganization of the
     Company.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Senior Notes of any series have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Senior Note Indenture Trustee with respect to the Senior Notes of such series.
If a Senior

                                        11
<PAGE>

Note Indenture Event of Default occurs and is continuing with respect to the
Senior Notes of any series, then the Senior Note Indenture Trustee or the
holders of not less than 25% in aggregate outstanding principal amount of the
Senior Notes of such series may declare the principal amount of the Senior Notes
due and payable immediately by notice in writing to the Company (and to the
Senior Note Indenture Trustee if given by the holders), and upon any such
declaration such principal amount shall become immediately due and payable. At
any time after such a declaration of acceleration with respect to the Senior
Notes of any series has been made and before a judgment or decree for payment of
the money due has been obtained as provided in Article Five of the Senior Note
Indenture, the holders of not less than a majority in aggregate outstanding
principal amount of the Senior Notes of such series may rescind and annul such
declaration and its consequences if the default has been cured or waived and the
Company has paid or deposited with the Senior Note Indenture Trustee a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration and all sums paid or advanced by the Senior Note
Indenture Trustee, including reasonable compensation and expenses of the Senior
Note Indenture Trustee.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Senior Notes of any series may, on behalf of the holders of all
the Senior Notes of such series, waive any past default with respect to such
series, except (i) a default in the payment of principal or interest or (ii) a
default in respect of a covenant or provision which under Article Nine of the
Senior Note Indenture cannot be modified or amended without the consent of the
holder of each outstanding Senior Note of such series affected.

REGISTRATION AND TRANSFER

     The Company shall not be required to (i) issue, register the transfer of or
exchange Senior Notes of any series during a period of 15 days immediately
preceding the date notice is given identifying the Senior Notes of such series
called for redemption, or (ii) register the transfer of or exchange any Senior
Notes so selected for redemption, in whole or in part, except the unredeemed
portion of any Senior Note being redeemed in part.

PAYMENT AND PAYING AGENT

     Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of any Senior Notes will be made only against surrender to the
Paying Agent of such Senior Notes. Principal of and interest on Senior Notes
will be payable, subject to any applicable laws and regulations, at the office
of such Paying Agent or Paying Agents as the Company may designate from time to
time, except that, at the option of the Company, payment of any interest may be
made by wire transfer or by check mailed to the address of the person entitled
to an interest payment as such address shall appear in the Security Register
with respect to the Senior Notes. Payment of interest on Senior Notes on any
interest payment date will be made to the person in whose name the Senior Notes
(or predecessor security) are registered at the close of business on the record
date for such interest payment.

     Unless otherwise indicated in an applicable Prospectus Supplement, the
Senior Note Indenture Trustee will act as Paying Agent with respect to the
Senior Notes. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents or approve a change in the office
through which any Paying Agent acts.

     All moneys paid by the Company to a Paying Agent for the payment of the
principal of or interest on the Senior Notes of any series which remain
unclaimed at the end of two years after such principal or interest shall have
become due and payable will be repaid to the Company, and the holder of such
Senior Notes will from that time forward look only to the Company for payment of
such principal and interest.

MODIFICATION

     The Senior Note Indenture contains provisions permitting the Company and
the Senior Note Indenture Trustee, with the consent of the holders of not less
than a majority in principal amount of the outstanding Senior Notes of each
series that is affected, to modify the Senior Note Indenture or the rights of
the holders of the Senior Notes of such series; provided, that no such
modification may, without the consent of the holder of each outstanding Senior
Note that is affected, (i) change the stated maturity of the principal of, or
any
                                        12
<PAGE>

installment of principal of or interest on, any Senior Note, or reduce the
principal amount of any Senior Note or the rate of interest on any Senior Note
or any premium payable upon the redemption of any Senior Note, or change the
method of calculating the rate of interest of any Senior Note, or impair the
right to institute suit for the enforcement of any such payment on or after the
stated maturity of any Senior Note (or, in the case of redemption, on or after
the redemption date), or (ii) reduce the percentage of principal amount of the
outstanding Senior Notes of any series, the consent of whose holders is required
for any such supplemental indenture, or the consent of whose holders is required
for any waiver (of compliance with certain provisions of the Senior Note
Indenture or certain defaults under the Senior Note Indenture and their
consequences) provided for in the Senior Note Indenture, or (iii) modify any of
the provisions of the Senior Note Indenture relating to supplemental indentures,
waiver of past defaults, or waiver of certain covenants, except to increase any
such percentage or to provide that certain other provisions of the Senior Note
Indenture cannot be modified or waived without the consent of the holder of each
outstanding Senior Note that is affected.

     In addition, the Company and the Senior Note Indenture Trustee may execute,
without the consent of any holders of Senior Notes, any supplemental indenture
for certain other usual purposes, including the creation of any new series of
senior notes.

CONSOLIDATION, MERGER AND SALE

     The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any person, unless (1) such other corporation or person is a
corporation organized and existing under the laws of the United States, any
state in the United States or the District of Columbia and such other
corporation or person expressly assumes, by supplemental indenture executed and
delivered to the Senior Note Indenture Trustee, the payment of the principal of
(and premium, if any) and interest on all the Senior Notes and the performance
of every covenant of the Senior Note Indenture on the part of the Company to be
performed or observed; (2) immediately after giving effect to such transactions,
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and (3)
the Company has delivered to the Senior Note Indenture Trustee an officers'
certificate and an opinion of counsel, each stating that such transaction
complies with the provisions of the Senior Note Indenture governing
consolidation, merger, conveyance, transfer or lease and that all conditions
precedent to the transaction have been complied with.

INFORMATION CONCERNING THE SENIOR NOTE INDENTURE TRUSTEE

     The Senior Note Indenture Trustee, prior to an Event of Default with
respect to Senior Notes of any series, undertakes to perform, with respect to
Senior Notes of such series, only such duties as are specifically set forth in
the Senior Note Indenture and, in case an Event of Default with respect to
Senior Notes of any series has occurred and is continuing, shall exercise, with
respect to Senior Notes of such series, the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
such provision, the Senior Note Indenture Trustee is under no obligation to
exercise any of the powers vested in it by the Senior Note Indenture at the
request of any holder of Senior Notes of any series, unless offered reasonable
indemnity by such holder against the costs, expenses and liabilities which might
be incurred by the Senior Note Indenture Trustee. The Senior Note Indenture
Trustee is not required to expend or risk its own funds or otherwise incur any
financial liability in the performance of its duties if the Senior Note
Indenture Trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

     JPMorgan Chase Bank, the Senior Note Indenture Trustee, also serves as
Subordinated Note Indenture Trustee, as Property Trustee and as Guarantee
Trustee (as defined below). The Company and certain of its affiliates maintain
deposit accounts and banking relationships with JPMorgan Chase Bank. JPMorgan
Chase Bank also serves as trustee under other indentures pursuant to which
securities of the Company and affiliates of the Company are outstanding.

                                        13
<PAGE>

GOVERNING LAW

     The Senior Note Indenture and the Senior Notes will be governed by, and
construed in accordance with, the internal laws of the State of New York.

MISCELLANEOUS

     The Company will have the right at all times to assign any of its rights or
obligations under the Senior Note Indenture to a direct or indirect wholly-owned
subsidiary of the Company; provided, that, in the event of any such assignment,
the Company will remain primarily liable for all such obligations. Subject to
the foregoing, the Senior Note Indenture will be binding upon and inure to the
benefit of the parties to the Senior Note Indenture and their respective
successors and assigns.

                  DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

     Set forth below is a description of the general terms of the Junior
Subordinated Notes. The following description does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the
Subordinated Note Indenture, dated as of June 1, 1997, between the Company and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee
(the "Subordinated Note Indenture Trustee"), as to be supplemented by a
supplemental indenture to the Subordinated Note Indenture establishing the
Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so
supplemented, is referred to as the "Subordinated Note Indenture"), the forms of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part. The terms of the Junior Subordinated Notes will include
those stated in the Subordinated Note Indenture and those made a part of the
Subordinated Note Indenture by reference to the 1939 Act. Certain capitalized
terms used in this Prospectus are defined in the Subordinated Note Indenture.

GENERAL

     The Junior Subordinated Notes will be issued as unsecured junior
subordinated debt securities under the Subordinated Note Indenture. The
Subordinated Note Indenture does not limit the aggregate principal amount of
Junior Subordinated Notes that may be issued under the Subordinated Note
Indenture and provides that Junior Subordinated Notes may be issued from time to
time in one or more series pursuant to an indenture supplemental to the
Subordinated Note Indenture. The Subordinated Note Indenture gives the Company
the ability to reopen a previous issue of Junior Subordinated Notes and issue
additional Junior Subordinated Notes of such series, unless otherwise provided.

     Reference is made to the Prospectus Supplement that will accompany this
Prospectus for the following terms of the series of Junior Subordinated Notes
being offered by such Prospectus Supplement: (i) the title of such Junior
Subordinated Notes; (ii) any limit on the aggregate principal amount of such
Junior Subordinated Notes; (iii) the date or dates on which the principal of
such Junior Subordinated Notes is payable; (iv) the rate or rates at which such
Junior Subordinated Notes shall bear interest, if any, or any method by which
such rate or rates will be determined, the date or dates from which such
interest will accrue, the interest payment dates on which such interest shall be
payable, and the regular record date for the interest payable on any interest
payment date; (v) the place or places where the principal of (and premium, if
any) and interest, if any, on such Junior Subordinated Notes shall be payable;
(vi) the period or periods within which, the price or prices at which and the
terms and conditions on which such Junior Subordinated Notes may be redeemed, in
whole or in part, at the option of the Company or at the option of the holder
prior to their maturity; (vii) the obligation, if any, of the Company to redeem
or purchase such Junior Subordinated Notes; (viii) the denominations in which
such Junior Subordinated Notes shall be issuable; (ix) if other than the
principal amount of the Junior Subordinated Notes, the portion of the principal
amount of such Junior Subordinated Notes which shall be payable upon declaration
of acceleration of the maturity of such Junior Subordinated Notes; (x) any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company as provided in the Subordinated Note Indenture
pertaining to such Junior Subordinated Notes; (xi) whether such Junior
Subordinated Notes shall be issued in whole or in part in the form of a Global
                                        14
<PAGE>

Security; (xii) the right, if any, of the Company to extend the interest payment
periods of such Junior Subordinated Notes; and (xiii) any other terms of such
Junior Subordinated Notes. The terms of each series of Junior Subordinated Notes
issued to a Trust will correspond to those of the related Preferred Securities
of such Trust as described in the Prospectus Supplement relating to such
Preferred Securities.

     The Subordinated Note Indenture does not contain provisions that afford
holders of Junior Subordinated Notes protection in the event of a highly
leveraged transaction involving the Company.

SUBORDINATION

     The Junior Subordinated Notes are subordinated and junior in right of
payment to all Senior Indebtedness (as defined below) of the Company. No payment
of principal of (including redemption payments, if any), or premium, if any, or
interest on (including Additional Interest (as defined below)) the Junior
Subordinated Notes may be made if (a) any Senior Indebtedness is not paid when
due and any applicable grace period with respect to such default has ended with
such default not being cured or waived or otherwise ceasing to exist, or (b) the
maturity of any Senior Indebtedness has been accelerated because of a default,
or (c) notice has been given of the exercise of an option to require repayment,
mandatory payment or prepayment or otherwise. Upon any payment or distribution
of assets of the Company to creditors upon any liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors, marshalling
of assets or liabilities, or any bankruptcy, insolvency or similar proceedings
of the Company, the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness before the holders of the Junior Subordinated Notes are
entitled to receive or retain any payment or distribution. Subject to the prior
payment of all Senior Indebtedness, the rights of the holders of the Junior
Subordinated Notes will be subrogated to the rights of the holders of Senior
Indebtedness to receive payments and distributions applicable to such Senior
Indebtedness until all amounts owing on the Junior Subordinated Notes are paid
in full.

     The term "Senior Indebtedness" means, with respect to the Company, (i) any
payment due in respect of indebtedness of the Company, whether outstanding at
the date of execution of the Subordinated Note Indenture or incurred, created or
assumed after such date, (a) in respect of money borrowed (including any
financial derivative, hedging or futures contract or similar instrument) and (b)
evidenced by securities, debentures, bonds, notes or other similar instruments
issued by the Company that, by their terms, are senior or senior subordinated
debt securities including, without limitation, all obligations under its
indentures with various trustees; (ii) all capital lease obligations; (iii) all
obligations issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business and long-term purchase obligations); (iv) all
obligations for the reimbursement of any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction; (v) all obligations of
the type referred to in clauses (i) through (iv) above of other persons the
payment of which the Company is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other persons secured by any lien on any property or asset
of the Company (whether or not such obligation is assumed by the Company),
except for (1) any such indebtedness that is by its terms subordinated to or
that ranks equally with the Junior Subordinated Notes and (2) any unsecured
indebtedness between or among the Company or its affiliates. Such Senior
Indebtedness shall continue to be Senior Indebtedness and be entitled to the
benefits of the subordination provisions contained in the Subordinated Note
Indenture irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.

     The Subordinated Note Indenture does not limit the aggregate amount of
Senior Indebtedness that may be issued by the Company. As of September 30, 2002,
Senior Indebtedness of the Company aggregated approximately $3,824,000,000.

ADDITIONAL INTEREST

     "Additional Interest" is defined in the Subordinated Note Indenture as (i)
such additional amounts as may be required so that the net amounts received and
retained by a holder of Junior Subordinated Notes (if

                                        15
<PAGE>

the holder is a Trust) after paying taxes, duties, assessments or governmental
charges of whatever nature (other than withholding taxes) imposed by the United
States or any other taxing authority will not be less than the amounts the
holder would have received had no such taxes, duties, assessments, or other
governmental charges been imposed; and (ii) any interest due and not paid on an
interest payment date, together with interest on such interest due from such
interest payment date to the date of payment, compounded quarterly, on each
interest payment date.

CERTAIN COVENANTS

     The Company covenants in the Subordinated Note Indenture, for the benefit
of the holders of each series of Junior Subordinated Notes, that, (i) if at such
time the Company shall have given notice of its election to extend an interest
payment period for such series of Junior Subordinated Notes and such extension
shall be continuing, (ii) if at such time the Company shall be in default with
respect to its payment or other obligations under the Guarantee with respect to
the Trust Securities, if any, related to such series of Junior Subordinated
Notes, or (iii) if at such time an Event of Default under the Subordinated Note
Indenture with respect to such series of Junior Subordinated Notes shall have
occurred and be continuing, (a) the Company shall not declare or pay any
dividend or make any distributions with respect to, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of its capital stock, and (b)
the Company shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities (including guarantees
other than the Guarantees) issued by the Company which rank equally with or
junior to the Junior Subordinated Notes. None of the foregoing, however, shall
restrict (i) any of the actions described in the preceding sentence resulting
from any reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock, or (ii) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged.

     The Subordinated Note Indenture further provides that, for so long as the
Trust Securities of any Trust remain outstanding, the Company covenants (i) to
directly or indirectly maintain 100% ownership of the Common Securities of such
Trust; provided, however, that any permitted successor of the Company under the
Subordinated Note Indenture may succeed to the Company's ownership of such
Common Securities, and (ii) to use its reasonable efforts to cause such Trust
(a) to remain a statutory business trust, except in connection with the
distribution of Junior Subordinated Notes to the holders of Trust Securities in
liquidation of such Trust, the redemption of all of the Trust Securities of such
Trust, or certain mergers, consolidations or amalgamations, each as permitted by
the related Trust Agreement, and (b) to otherwise continue to be classified as a
grantor trust for United States federal income tax purposes.

EVENTS OF DEFAULT

     The Subordinated Note Indenture provides that any one or more of the
following described events with respect to the Junior Subordinated Notes of any
series, which has occurred and is continuing, constitutes an "Event of Default"
with respect to the Junior Subordinated Notes of such series:

          (a) failure for 10 days to pay interest on the Junior Subordinated
     Notes of such series, including any Additional Interest (as defined in
     clause (ii) of the definition of Additional Interest in the Subordinated
     Note Indenture) on such unpaid interest, when due on an interest payment
     date other than at maturity or upon earlier redemption; provided, however,
     that a valid extension of the interest payment period by the Company shall
     not constitute a default in the payment of interest for this purpose; or

          (b) failure for 10 days to pay Additional Interest (as defined in
     clause (i) of the definition of Additional Interest in the Subordinated
     Note Indenture); or

          (c) failure to pay principal or premium, if any, or interest,
     including Additional Interest (as defined in clause (ii) of the definition
     of Additional Interest in the Subordinated Note Indenture), on the Junior
     Subordinated Notes of such series when due at maturity or upon earlier
     redemption; or

                                        16
<PAGE>

          (d) failure for three Business Days to deposit any sinking fund
     payment when due by the terms of a Junior Subordinated Note of such series;
     or

          (e) failure to observe or perform any other covenant or warranty of
     the Company in the Subordinated Note Indenture (other than a covenant or
     warranty which has expressly been included in the Subordinated Note
     Indenture solely for the benefit of one or more series of Junior
     Subordinated Notes other than such series) for 90 days after written notice
     to the Company from the Subordinated Note Indenture Trustee or the holders
     of at least 25% in principal amount of the outstanding Junior Subordinated
     Notes of such series; or

          (f) certain events of bankruptcy, insolvency or reorganization of the
     Company.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Junior Subordinated Notes of any series have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Subordinated Note Indenture Trustee with respect to the Junior
Subordinated Notes of such series. If a Subordinated Note Indenture Event of
Default occurs and is continuing with respect to the Junior Subordinated Notes
of any series, then the Subordinated Note Indenture Trustee or the holders of
not less than 25% in aggregate outstanding principal amount of the Junior
Subordinated Notes of such series may declare the principal amount of the Junior
Subordinated Notes due and payable immediately by notice in writing to the
Company (and to the Subordinated Note Indenture Trustee if given by the
holders), and upon any such declaration such principal amount shall become
immediately due and payable. At any time after such a declaration of
acceleration with respect to the Junior Subordinated Notes of any series has
been made and before a judgment or decree for payment of the money due has been
obtained as provided in Article Five of the Subordinated Note Indenture, the
holders of not less than a majority in aggregate outstanding principal amount of
the Junior Subordinated Notes of such series may rescind and annul such
declaration and its consequences if the default has been cured or waived and the
Company has paid or deposited with the Subordinated Note Indenture Trustee a sum
sufficient to pay all matured installments of interest (including any Additional
Interest) and principal due otherwise than by acceleration and all sums paid or
advanced by the Subordinated Note Indenture Trustee, including reasonable
compensation and expenses of the Subordinated Note Indenture Trustee.

     A holder of Preferred Securities may institute a legal proceeding directly
against the Company, without first instituting a legal proceeding against the
Property Trustee or any other person or entity, for enforcement of payment to
such holder of principal of or interest on the Junior Subordinated Notes of the
related series having a principal amount equal to the aggregate stated
liquidation amount of the Preferred Securities of such holder on or after the
due dates specified in the Junior Subordinated Notes of such series.

     The holders of not less than a majority in aggregate outstanding principal
amount of the Junior Subordinated Notes of any series may, on behalf of the
holders of all the Junior Subordinated Notes of such series, waive any past
default with respect to such series, except (i) a default in the payment of
principal or interest or (ii) a default in respect of a covenant or provision
which under Article Nine of the Subordinated Note Indenture cannot be modified
or amended without the consent of the holder of each outstanding Junior
Subordinated Note of such series affected.

REGISTRATION AND TRANSFER

     The Company shall not be required to (i) issue, register the transfer of or
exchange Junior Subordinated Notes of any series during a period of 15 days
immediately preceding the date notice is given identifying the Junior
Subordinated Notes of such series called for redemption, or (ii) register the
transfer of or exchange any Junior Subordinated Notes so selected for
redemption, in whole or in part, except the unredeemed portion of any Junior
Subordinated Note being redeemed in part.

PAYMENT AND PAYING AGENT

     Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of any Junior Subordinated Notes will be made only against
surrender to the Paying Agent of such Junior Subordinated

                                        17
<PAGE>

Notes. Principal of and interest on Junior Subordinated Notes will be payable,
subject to any applicable laws and regulations, at the office of such Paying
Agent or Paying Agents as the Company may designate from time to time, except
that, at the option of the Company, payment of any interest may be made by wire
transfer or by check mailed to the address of the person entitled to an interest
payment as such address shall appear in the Security Register with respect to
the Junior Subordinated Notes. Payment of interest on Junior Subordinated Notes
on any interest payment date will be made to the person in whose name the Junior
Subordinated Notes (or predecessor security) are registered at the close of
business on the record date for such interest payment.

     Unless otherwise indicated in an applicable Prospectus Supplement, the
Subordinated Note Indenture Trustee will act as Paying Agent with respect to the
Junior Subordinated Notes. The Company may at any time designate additional
Paying Agents or rescind the designation of any Paying Agents or approve a
change in the office through which any Paying Agent acts.

     All moneys paid by the Company to a Paying Agent for the payment of the
principal of or interest on the Junior Subordinated Notes of any series which
remain unclaimed at the end of two years after such principal or interest shall
have become due and payable will be repaid to the Company, and the holder of
such Junior Subordinated Notes will from that time forward look only to the
Company for payment of such principal and interest.

MODIFICATION

     The Subordinated Note Indenture contains provisions permitting the Company
and the Subordinated Note Indenture Trustee, with the consent of the holders of
not less than a majority in principal amount of the outstanding Junior
Subordinated Notes of each series that is affected, to modify the Subordinated
Note Indenture or the rights of the holders of the Junior Subordinated Notes of
such series; provided, that no such modification may, without the consent of the
holder of each outstanding Junior Subordinated Note that is affected, (i) change
the stated maturity of the principal of, or any installment of principal of or
interest on, any Junior Subordinated Note, or reduce the principal amount of any
Junior Subordinated Note or the rate of interest (including Additional Interest)
of any Junior Subordinated Note or any premium payable upon the redemption of
any Junior Subordinated Note, or change the method of calculating the rate of
interest on any Junior Subordinated Note, or impair the right to institute suit
for the enforcement of any such payment on or after the stated maturity of any
Junior Subordinated Note (or, in the case of redemption, on or after the
redemption date), or (ii) reduce the percentage of principal amount of the
outstanding Junior Subordinated Notes of any series, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose
holders is required for any waiver (of compliance with certain provisions of the
Subordinated Note Indenture or certain defaults under the Subordinated Note
Indenture and their consequences) provided for in the Subordinated Note
Indenture, or (iii) modify any of the provisions of the Subordinated Note
Indenture relating to supplemental indentures, waiver of past defaults, or
waiver of certain covenants, except to increase any such percentage or to
provide that certain other provisions of the Subordinated Note Indenture cannot
be modified or waived without the consent of the holder of each outstanding
Junior Subordinated Note that is affected, or (iv) modify the provisions of the
Subordinated Note Indenture with respect to the subordination of the Junior
Subordinated Notes in a manner adverse to such holder.

     In addition, the Company and the Subordinated Note Indenture Trustee may
execute, without the consent of any holders of Junior Subordinated Notes, any
supplemental indenture for certain other usual purposes, including the creation
of any new series of junior subordinated notes.

CONSOLIDATION, MERGER AND SALE

     The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any person, unless (1) such other corporation or person is a
corporation organized and existing under the laws of the United States, any
state of the United States or the District of Columbia and such other
corporation or person expressly assumes, by supplemental indenture executed and
delivered to the Subordinated Note Indenture Trustee, the payment of the
principal of (and premium, if any) and interest (including Additional Interest)
on all the Junior Subordinated Notes and the

                                        18
<PAGE>

performance of every covenant of the Subordinated Note Indenture on the part of
the Company to be performed or observed; (2) immediately after giving effect to
such transactions, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have happened and
be continuing; and (3) the Company has delivered to the Subordinated Note
Indenture Trustee an officers' certificate and an opinion of counsel, each
stating that such transaction complies with the provisions of the Subordinated
Note Indenture governing consolidation, merger, conveyance, transfer or lease
and that all conditions precedent to the transaction have been complied with.

INFORMATION CONCERNING THE SUBORDINATED NOTE INDENTURE TRUSTEE

     The Subordinated Note Indenture Trustee, prior to an Event of Default with
respect to Junior Subordinated Notes of any series, undertakes to perform, with
respect to Junior Subordinated Notes of such series, only such duties as are
specifically set forth in the Subordinated Note Indenture and, in case an Event
of Default with respect to Junior Subordinated Notes of any series has occurred
and is continuing, shall exercise, with respect to Junior Subordinated Notes of
such series, the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provision, the
Subordinated Note Indenture Trustee is under no obligation to exercise any of
the powers vested in it by the Subordinated Note Indenture at the request of any
holder of Junior Subordinated Notes of any series, unless offered reasonable
indemnity by such holder against the costs, expenses and liabilities which might
be incurred by the Subordinated Note Indenture Trustee. The Subordinated Note
Indenture Trustee is not required to expend or risk its own funds or otherwise
incur any financial liability in the performance of its duties if the
Subordinated Note Indenture Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it.

     JPMorgan Chase Bank, the Subordinated Note Indenture Trustee, also serves
as Senior Note Indenture Trustee, as Property Trustee and as Guarantee Trustee.
The Company and certain of its affiliates maintain deposit accounts and banking
relationships with JPMorgan Chase Bank. JPMorgan Chase Bank also serves as
trustee under other indentures pursuant to which securities of the Company and
affiliates of the Company are outstanding.

GOVERNING LAW

     The Subordinated Note Indenture and the Junior Subordinated Notes will be
governed by, and construed in accordance with, the internal laws of the State of
New York.

MISCELLANEOUS

     The Company will have the right at all times to assign any of its rights or
obligations under the Subordinated Note Indenture to a direct or indirect
wholly-owned subsidiary of the Company; provided, that, in the event of any such
assignment, the Company will remain primarily liable for all such obligations.
Subject to the foregoing, the Subordinated Note Indenture will be binding upon
and inure to the benefit of the parties to the Subordinated Note Indenture and
their respective successors and assigns.

                    DESCRIPTION OF THE PREFERRED SECURITIES

     Each Trust may issue only one series of Preferred Securities having terms
described in the Prospectus Supplement relating to such Trust. The Trust
Agreement of each Trust will authorize the Administrative Trustees, on behalf of
the Trust, to issue the Preferred Securities of such Trust. The Preferred
Securities of each Trust will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferral or
other special rights or such restrictions as shall be set forth in the Trust
Agreement of such Trust. Reference is made to the Prospectus Supplement relating
to the Preferred Securities of a Trust for specific terms, including (i) the
distinctive designation of such Preferred Securities; (ii) the number of
Preferred Securities issued by such Trust; (iii) the annual distribution rate
(or method of determining such rate) for Preferred Securities of such Trust and
the date or dates on which such distributions shall be payable; (iv) whether
distributions on such Preferred Securities shall be cumulative and, in the case
of Preferred
                                        19
<PAGE>

Securities having cumulative distribution rights, the date or dates, or method
of determining the date or dates, from which distributions on such Preferred
Securities shall be cumulative; (v) the amount or amounts that shall be paid out
of the assets of such Trust to the holders of the Preferred Securities of such
Trust upon voluntary or involuntary dissolution, winding-up or termination of
such Trust; (vi) the obligation, if any, of such Trust to purchase or redeem
such Preferred Securities and the price or prices at which, the period or
periods within which, and the terms and conditions upon which such Preferred
Securities shall be purchased or redeemed, in whole or in part, pursuant to such
obligation; (vii) the voting rights, if any, of such Preferred Securities in
addition to those required by law, including the number of votes per Preferred
Security and any requirement for the approval by the holders of Preferred
Securities as a condition to specified action or amendments to the Trust
Agreement of such Trust; (viii) the rights, if any, to defer distributions on
the Preferred Securities by extending the interest payment period on the related
Junior Subordinated Notes; and (ix) any other relative rights, preferences,
privileges, limitations or restrictions of such Preferred Securities not
inconsistent with the Trust Agreement of such Trust or applicable law. All
Preferred Securities offered by this Prospectus will be guaranteed by the
Company to the extent set forth under "Description of the Guarantees." Any
material United States federal income tax considerations applicable to an
offering of Preferred Securities will be described in the Prospectus Supplement
relating to the Preferred Securities.

                         DESCRIPTION OF THE GUARANTEES

     Set forth below is a summary of information concerning the Guarantees that
will be executed and delivered by the Company for the benefit of the holders of
Preferred Securities of the respective Trusts from time to time. Each Guarantee
will be qualified as an indenture under the 1939 Act. JPMorgan Chase Bank will
act as indenture trustee under each Guarantee (the "Guarantee Trustee") for
purposes of the 1939 Act. The terms of the respective Guarantees will be those
set forth in such Guarantee and those made part of such Guarantee by the 1939
Act. The following summary does not purport to be complete and is subject in all
respects to the provisions of, and is qualified in its entirety by reference to,
the Guarantees, the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, and the 1939 Act. Each
Guarantee will be held by the Guarantee Trustee for the benefit of holders of
the Preferred Securities to which it relates.

GENERAL

     Pursuant to each Guarantee, the Company will irrevocably and
unconditionally agree, to the extent set forth in the Guarantee, to pay in full,
to the holders of the related Preferred Securities, the Guarantee Payments (as
defined below), to the extent not paid by, or on behalf of, the related Trust,
regardless of any defense, right of set-off or counterclaim that the Company may
have or assert against any person. The following payments or distributions with
respect to the Preferred Securities of any Trust to the extent not paid or made
by, or on behalf of, such Trust will be subject to the Guarantee related to the
Preferred Securities (without duplication): (i) any accrued and unpaid
distributions required to be paid on the Preferred Securities of such Trust but
if and only if and to the extent that such Trust has funds legally and
immediately available for these distributions, (ii) the redemption price,
including all accrued and unpaid distributions to the date of redemption (the
"Redemption Price"), with respect to any Preferred Securities called for
redemption by such Trust, but if and only to the extent such Trust has funds
legally and immediately available to pay such Redemption Price, and (iii) upon a
dissolution, winding-up or termination of such Trust (other than in connection
with the distribution of Junior Subordinated Notes to the holders of Trust
Securities of such Trust or the redemption of all of the Preferred Securities of
such Trust), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities of such Trust to
the date of payment, to the extent such Trust has funds legally and immediately
available for such purpose, and (b) the amount of assets of such Trust remaining
available for distribution to holders of Preferred Securities of such Trust in
liquidation of such Trust (the "Guarantee Payments"). The Company's obligation
to make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Company to the holders of the related Preferred Securities or by
causing the related Trust to pay such amounts to such holders.

                                        20
<PAGE>

     Each Guarantee will be a guarantee of the Guarantee Payments with respect
to the related Preferred Securities from the time of issuance of such Preferred
Securities, but will not apply to the payment of distributions and other
payments on such Preferred Securities when the related Trust does not have
sufficient funds legally and immediately available to make such distributions or
other payments. IF THE COMPANY DOES NOT MAKE INTEREST PAYMENTS ON THE JUNIOR
SUBORDINATED NOTES HELD BY THE PROPERTY TRUSTEE UNDER ANY TRUST, SUCH TRUST WILL
NOT MAKE DISTRIBUTIONS ON ITS PREFERRED SECURITIES.

SUBORDINATION

     The Company's obligations under each Guarantee to make the Guarantee
Payments will constitute an unsecured obligation of the Company and will rank
(i) subordinate and junior in right of payment to all other liabilities of the
Company, including the Junior Subordinated Notes, except those obligations or
liabilities made equal to or subordinate by their terms, (ii) equal to the most
senior preferred or preference stock now issued by the Company or issued at a
later date by the Company and with any guarantee now entered into by the Company
or entered into at a later date by the Company in respect of any preferred or
preference securities of any affiliate of the Company, and (iii) senior to all
common stock of the Company. The terms of the Preferred Securities will provide
that each holder of Preferred Securities by acceptance of Preferred Securities
agrees to the subordination provisions and other terms of the Guarantee related
to the Preferred Securities. The Company has outstanding preferred stock that
ranks equal to the Guarantees and common stock that ranks junior to the
Guarantees.

     Each Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
the guarantor to enforce its rights under the guarantee without first
instituting a legal proceeding against any other person or entity).

AMENDMENTS AND ASSIGNMENT

     Except with respect to any changes that do not materially and adversely
affect the rights of holders of the related Preferred Securities (in which case
no consent will be required), each Guarantee may be amended only with the prior
approval of the holders of not less than 66 2/3% in liquidation amount of such
outstanding Preferred Securities. The manner of obtaining any such approval of
holders of the Preferred Securities will be as set forth in an accompanying
Prospectus Supplement. All guarantees and agreements contained in each Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Company and shall inure to the benefit of the holders of the related
Preferred Securities then outstanding.

TERMINATION

     Each Guarantee will terminate and be of no further force and effect as to
the related Preferred Securities upon full payment of the Redemption Price of
all such Preferred Securities, upon distribution of Junior Subordinated Notes to
the holders of such Preferred Securities, or upon full payment of the amounts
payable upon liquidation of the related Trust. Each Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
holder of the related Preferred Securities must restore payment of any sums paid
with respect to such Preferred Securities or under such Guarantee.

EVENTS OF DEFAULT

     An event of default under each Guarantee will occur upon the failure by the
Company to perform any of its payment obligations under such Guarantee. The
holders of a majority in liquidation amount of the Preferred Securities to which
any Guarantee relates have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of such Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under such Guarantee. Any holder of the
related Preferred Securities may institute a legal proceeding directly against
the Company to enforce its rights under such Guarantee without first instituting
a legal proceeding against the Guarantee Trustee or any other person or entity.
The holders of a majority in liquidation amount of Preferred Securities

                                        21
<PAGE>

of any series may, by vote, on behalf of the holders of all the Preferred
Securities of such series, waive any past event of default and its consequences.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

     The Guarantee Trustee, prior to the occurrence of any event of default with
respect to any Guarantee and after the curing or waiving of all events of
default with respect to such Guarantee, undertakes to perform only such duties
as are specifically set forth in such Guarantee and, in case an event of default
has occurred, shall exercise the same degree of care as a prudent individual
would exercise in the conduct of his or her own affairs. Subject to such
provisions, the Guarantee Trustee is under no obligation to exercise any of the
powers vested in it by any Guarantee at the request of any holder of the related
Preferred Securities, unless offered reasonable indemnity against the costs,
expenses and liabilities which might be incurred by the Guarantee Trustee.

     JPMorgan Chase Bank, the Guarantee Trustee, also serves as Property
Trustee, as Senior Note Indenture Trustee and as Subordinated Note Indenture
Trustee. The Company and certain of its affiliates maintain deposit accounts and
banking relationships with JPMorgan Chase Bank. JPMorgan Chase Bank serves as
trustee under other indentures pursuant to which securities of the Company and
affiliates of the Company are outstanding.

GOVERNING LAW

     Each Guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York.

THE AGREEMENTS AS TO EXPENSES AND LIABILITIES

     Pursuant to an Agreement as to Expenses and Liabilities to be entered into
by the Company under each Trust Agreement, the Company will irrevocably and
unconditionally guarantee to each person or entity to whom each Trust becomes
indebted or liable the full payment of any indebtedness, expenses or liabilities
of such Trust, other than obligations of such Trust to pay to the holders of the
related Preferred Securities or other similar interests in such Trust the
amounts due such holders pursuant to the terms of such Preferred Securities or
such other similar interests, as the case may be.

                  RELATIONSHIP AMONG THE PREFERRED SECURITIES,
                THE JUNIOR SUBORDINATED NOTES AND THE GUARANTEES

     As long as payments of interest and other payments are made when due on
each series of Junior Subordinated Notes issued to a Trust, such payments will
be sufficient to cover distributions and payments due on the related Trust
Securities of such Trust primarily because (i) the aggregate principal amount of
each series of Junior Subordinated Notes will be equal to the sum of the
aggregate stated liquidation amount of the related Trust Securities; (ii) the
interest rate and interest and other payment dates on each series of Junior
Subordinated Notes will match the distribution rate and distribution and other
payment dates for the related Preferred Securities; (iii) the Company shall pay
for all costs and expenses of each Trust pursuant to the Agreements as to
Expenses and Liabilities; and (iv) each Trust Agreement provides that the
Securities Trustees under each Trust Agreement shall not cause or permit the
Trust to, among other things, engage in any activity that is not consistent with
the purposes of the Trust.

     Payments of distributions (to the extent funds for such purpose are legally
and immediately available) and other payments due on the Preferred Securities
(to the extent funds for such purpose are legally and immediately available)
will be guaranteed by the Company as and to the extent set forth under
"Description of the Guarantees." If the Company does not make interest payments
on any series of Junior Subordinated Notes, it is not expected that the related
Trust will have sufficient funds to pay distributions on its Preferred
Securities. Each Guarantee is a guarantee from the time of its issuance, but
does not apply to any payment of

                                        22
<PAGE>

distributions unless and until the related Trust has sufficient funds legally
and immediately available for the payment of such distributions.

     If the Company fails to make interest or other payments on any series of
Junior Subordinated Notes when due (taking into account any extension period as
described in the applicable Prospectus Supplement), the Trust Agreement provides
a mechanism that allows the holders of the related Preferred Securities to
appoint a substitute Property Trustee. Such holders may also direct the Property
Trustee to enforce its rights under the Junior Subordinated Notes of such
series, including proceeding directly against the Company to enforce such Junior
Subordinated Notes. If the Property Trustee fails to enforce its rights under
any series of Junior Subordinated Notes, to the fullest extent permitted by
applicable law, any holder of related Preferred Securities may institute a legal
proceeding directly against the Company to enforce the Property Trustee's rights
under such series of Junior Subordinated Notes without first instituting any
legal proceeding against the Property Trustee or any other person or entity.
Notwithstanding the foregoing, a holder of Preferred Securities may institute a
legal proceeding directly against the Company, without first instituting a legal
proceeding against the Property Trustee or any other person or entity, for
enforcement of payment to such holder of principal of or interest on Junior
Subordinated Notes of the related series having a principal amount equal to the
aggregate stated liquidation amount of the Preferred Securities of such holder
on or after the due dates specified in the Junior Subordinated Notes of such
series.

     If the Company fails to make payments under any Guarantee, such Guarantee
provides a mechanism that allows the holders of the Preferred Securities to
which such Guarantee relates to direct the Guarantee Trustee to enforce its
rights under such Guarantee. In addition, any holder of Preferred Securities may
institute a legal proceeding directly against the Company to enforce the
Guarantee Trustee's rights under the related Guarantee without first instituting
a legal proceeding against the Guarantee Trustee or any other person or entity.

     Each Guarantee, the Subordinated Note Indenture, the Junior Subordinated
Notes of the related series, the related Trust Agreement and the related
Agreement as to Expenses and Liabilities, as described above, constitute a full
and unconditional guarantee by the Company of the payments due on the related
series of Preferred Securities.

     Upon any voluntary or involuntary dissolution, winding-up or termination of
any Trust, unless Junior Subordinated Notes of the related series are
distributed in connection with such action, the holders of Preferred Securities
of such Trust will be entitled to receive, out of assets legally available for
distribution to holders, a liquidation distribution in cash as described in the
applicable Prospectus Supplement. Upon any voluntary or involuntary liquidation
or bankruptcy of the Company, the Property Trustee, as holder of the related
series of Junior Subordinated Notes, would be a subordinated creditor of the
Company, subordinated in right of payment to all Senior Indebtedness, but
entitled to receive payment in full of principal and interest, before any
stockholders of the Company receive payments or distributions. Because the
Company is guarantor under each Guarantee and has agreed to pay for all costs,
expenses and liabilities of each Trust (other than the Trust's obligations to
holders of the Preferred Securities) pursuant to the related Agreement as to
Expenses and Liabilities, the positions of a holder of Preferred Securities and
a holder of Junior Subordinated Notes of the related series relative to other
creditors and to stockholders of the Company in the event of liquidation or
bankruptcy of the Company would be substantially the same.

     A default or event of default under any Senior Indebtedness would not
constitute a default or Event of Default under the Subordinated Note Indenture.
However, in the event of payment defaults under, or acceleration of, Senior
Indebtedness, the subordination provisions of the Junior Subordinated Notes
provide that no payments may be made in respect of the Junior Subordinated Notes
until such Senior Indebtedness has been paid in full or any payment default of
Senior Indebtedness has been cured or waived. Failure to make required payments
on the Junior Subordinated Notes of any series would constitute an Event of
Default under the Subordinated Note Indenture with respect to the Junior
Subordinated Notes of such series except that failure to make interest payments
on the Junior Subordinated Notes of such series will not be an Event of Default
during an extension period as described in the applicable Prospectus Supplement.

                                        23
<PAGE>

                              PLAN OF DISTRIBUTION

     The Company may sell the Senior Notes and the Junior Subordinated Notes and
the Trusts may sell the Preferred Securities in one or more of the following
ways from time to time: (i) to underwriters for resale to the public or to
institutional investors; (ii) directly to institutional investors; or (iii)
through agents to the public or to institutional investors. The Prospectus
Supplement with respect to each series of Senior Notes, Junior Subordinated
Notes or Preferred Securities will set forth the terms of the offering of such
Senior Notes, Junior Subordinated Notes or Preferred Securities, including the
name or names of any underwriters or agents, the purchase price of such Senior
Notes, Junior Subordinated Notes or Preferred Securities and the proceeds to the
Company or the applicable Trust from such sale, any underwriting discounts or
agency fees and other items constituting underwriters' or agents' compensation,
any initial public offering price, any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchange on which such Senior
Notes, Junior Subordinated Notes or Preferred Securities may be listed.

     If underwriters participate in the sale, such Senior Notes, Junior
Subordinated Notes or Preferred Securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale.

     Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriters to purchase any series of Senior Notes, Junior Subordinated
Notes or Preferred Securities will be subject to certain conditions precedent
and the underwriters will be obligated to purchase all of such series of Senior
Notes, Junior Subordinated Notes or Preferred Securities, if any are purchased.

     Underwriters and agents may be entitled under agreements entered into with
the Company and/or the applicable Trust to indemnification against certain civil
liabilities, including liabilities under the 1933 Act. Underwriters and agents
may engage in transactions with, or perform services for, the Company in the
ordinary course of business.

     Each series of Senior Notes, Junior Subordinated Notes or Preferred
Securities will be a new issue of securities and will have no established
trading market. Any underwriters to whom Senior Notes, Junior Subordinated Notes
or Preferred Securities are sold for public offering and sale may make a market
in such Senior Notes, Junior Subordinated Notes or Preferred Securities, but
such underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The Senior Notes, Junior Subordinated Notes
or Preferred Securities may or may not be listed on a national securities
exchange.

                                 LEGAL MATTERS

     Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Company and the Trusts by
Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel
to the Company and the Trusts. The validity of the Senior Notes, the Junior
Subordinated Notes, the Guarantees and certain matters relating to such
securities will be passed upon on behalf of the Company by Troutman Sanders LLP,
Atlanta, Georgia. Certain legal matters will be passed upon for the Underwriters
by Dewey Ballantine LLP, New York, New York.

                                    EXPERTS

     Certain of the Company's financial statements incorporated by reference in
this Prospectus have been audited by Arthur Andersen LLP ("Andersen"),
independent public accountants, as indicated in their reports with respect to
the financial statements, and are incorporated by reference in this Prospectus,
in reliance upon the authority of Andersen as experts in giving such reports. On
March 28, 2002, Southern's Board of Directors, upon recommendation of its Audit
Committee, decided not to engage Andersen as the Company's principal public
accountants. The Company has not obtained a reissued report from Andersen and
has been unable to obtain, after reasonable efforts, Andersen's written consent
to incorporate by reference Andersen's reports on the financial statements.
Under these circumstances, Rule 437a under the 1933 Act permits this Prospectus
to be filed without a written consent from Andersen. The absence of such written
consent from Andersen may limit a holder's ability to assert claims against
Andersen under Section 11(a) of the 1933 Act for any untrue statement of a
material fact contained in the financial statements audited by Andersen or any
omissions to state a material fact required to be stated in the financial
statements.

                                        24
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, to be borne by the Company are as
follows:

<Table>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $   79,120
Fees and expenses of trustees and/or Transfer Agent and
  Registrar.................................................      28,000
Listing fees of New York Stock Exchange.....................      58,300
Printing expenses...........................................     110,000
Rating Agency fees..........................................     498,000
Services of Southern Company Services, Inc..................      80,000
Fees and expenses of counsel................................     160,000
Blue sky fees and expenses..................................      20,000
Fees of accountants.........................................     120,000
Miscellaneous expenses......................................      21,580
                                                              ----------
          Total.............................................  $1,175,000*
                                                              ==========
</Table>

- ---------------

 * Each Prospectus Supplement will reflect estimated expenses of the Company
   based upon the amount of the related offering.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The applicable statutes of the State of Georgia provide that a corporation
may indemnify an individual who is a party to a proceeding because he or she is
or was a director of the corporation or who, while a director of the
corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability incurred in the proceeding if such individual conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct in his or her official capacity, that such conduct was in the
best interest of the corporation, in all other cases, that such conduct was at
least not opposed to the best interest of the corporation and, in the case of
any criminal proceeding, that the individual had no reasonable cause to believe
his conduct was unlawful. However, a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard of conduct or in
connection with any proceeding in which he or she was adjudged liable on the
basis that personal benefit was improperly received by him or her, whether or
not involving action in his or her official capacity. In addition, a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party
because he or she was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding. Also, a corporation
may indemnify and advance expenses to an officer of the corporation who is a
party to a proceeding because he or she is an officer of the corporation to the
same extent as a director and, if he or she is not a director, to such further
extent as may be provided by the articles of incorporation, the by-laws, a
resolution of the board of directors or contract, except for liability arising
out of conduct that constitutes: appropriation, in violation of his or her
duties, of any business opportunity of the corporation; acts or omissions which
involve intentional misconduct or a knowing violation of law; unlawful
distributions; or receipt of an improper personal benefit, and a corporation may
also indemnify an employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, by-laws, general or specific action of its board of directors, or
contract.

                                       II-1
<PAGE>

     Section 41 of the By-laws of the Company provides in pertinent part as
follows:

          Each person who is or was a director or officer of the Company or is
     or was an employee of the Company holding one or more positions of
     management through and inclusive of department managers (but not positions
     below the level of department managers) (such positions being hereinafter
     referred to as "Management Positions") and who was or is a party or was or
     is threatened to be made a party to any threatened, pending or completed
     claim, action, suit or proceeding, whether civil, criminal, administrative
     or investigative, by reason of the fact that he is or was a director or
     officer of the Company or is or was an employee of the Company holding one
     or more Management Positions, or is or was serving at the request of the
     Company as a director, officer, employee, agent or trustee of another
     corporation, partnership, joint venture, trust, employee benefit plan or
     other enterprise, shall be indemnified by the Company as a matter of right
     against any and all expenses (including attorneys' fees) actually and
     reasonably incurred by him and against any and all claims, judgments,
     fines, penalties, liabilities and amounts paid in settlement actually
     incurred by him in defense of such claim, action, suit or proceeding,
     including appeals, to the full extent permitted by applicable law. The
     indemnification provided by this Section shall inure to the benefit of the
     heirs, executors and administrators of such person.

          Expenses (including attorneys' fees) incurred by a director or officer
     of the Company or employee of the Company holding one or more Management
     Positions with respect to the defense of any such claim, action, suit or
     proceeding may be advanced by the Company prior to the final disposition of
     such claim, action, suit or proceeding, as authorized by the Board of
     Directors in the specific case, upon receipt of an undertaking by or on
     behalf of such person to repay such amount unless it shall ultimately be
     determined that such person is entitled to be indemnified by the Company
     under this Section or otherwise; provided, however, that the advancement of
     such expenses shall not be deemed to be indemnification unless and until it
     shall ultimately be determined that such person is entitled to be
     indemnified by the Company.

          The Company may purchase and maintain insurance at the expense of the
     Company on behalf of any person who is or was a director, officer, employee
     or agent of the Company, or any person who is or was serving at the request
     of the Company as a director (or the equivalent), officer, employee, agent
     or trustee of another corporation, partnership, joint venture, trust,
     employee benefit plan or other enterprise, against any liability or expense
     (including attorneys' fees) asserted against him and incurred by him in any
     such capacity, or arising out of his status as such, whether or not the
     Company would have the power to indemnify him against such liability or
     expense under this Section or otherwise.

          Without limiting the generality of the foregoing provisions of this
     Section, no present or future director or officer of the Company, or his
     heirs, executors, or administrators, shall be liable for any act, omission,
     step, or conduct taken or had in good faith, which is required, authorized,
     or approved by any order or orders issued pursuant to the Public Utility
     Holding Company Act of 1935, the Federal Power Act, or any federal or state
     statute or municipal ordinance regulating the Company, its parent or its
     subsidiaries by reason of their being holding or investment companies,
     public utility companies, public utility holding companies, or subsidiaries
     of public utility holding companies. In any action, suit, or proceeding
     based on any act, omission, step, or conduct, as in this paragraph
     described, the provisions hereof shall be brought to the attention of the
     court. In the event that the foregoing provisions of this paragraph are
     found by the court not to constitute a valid defense on the grounds of not
     being applicable to the particular class of plaintiff, each such director
     and officer, and his heirs, executors, and administrators, shall be
     reimbursed for, or indemnified against, all expenses and liabilities
     incurred by him or imposed on him, in connection with, or arising out of,
     any such action, suit, or proceeding based on any act, omission, step, or
     conduct taken or had in good faith as in this paragraph described. Such
     expenses and liabilities shall include, but shall not be limited to,
     judgments, court costs, and attorneys' fees.

          The foregoing rights shall not be exclusive of any other rights to
     which any such director or officer may otherwise be entitled and shall be
     available whether or not the director or officer continues to be a director
     or officer at the time of incurring any such expenses and liabilities.

                                       II-2
<PAGE>

     The Company has an insurance policy covering its liabilities and expenses
which might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses and also covering its
officers and directors against certain other liabilities and expenses.

ITEM 16.  EXHIBITS.

<Table>
<Caption>
EXHIBIT
NUMBER
- -------
<C>       <C>  <S>
 1.1      --   Form of Underwriting Agreement relating to Senior Notes.*
 1.2      --   Form of Underwriting Agreement relating to Junior
                 Subordinated Notes.*
 1.3      --   Form of Underwriting Agreement relating to Preferred
                 Securities.*
 4.1      --   Senior Note Indenture between Georgia Power Company and
                 JPMorgan Chase Bank (formerly known as The Chase Manhattan
                 Bank), as Trustee (Designated in the Company's Current
                 Report on Form 8-K dated January 21, 1998 as Exhibit 4.1).
 4.2      --   Form of Supplemental Indenture to Senior Note Indenture to
                 be used in connection with the issuance of Senior Notes.*
 4.3      --   Subordinated Note Indenture between Georgia Power Company
                 and JPMorgan Chase Bank (formerly known as The Chase
                 Manhattan Bank), as Trustee (Designated in Certificate of
                 Notification, File No. 70-8461, as Exhibit D).
 4.4      --   Form of Supplemental Indenture to Subordinated Note
                 Indenture to be used in connection with the issuance of
                 Junior Subordinated Notes.*
 4.5-A    --   Certificate of Trust of Georgia Power Capital Trust VII
                 (Designated in Registration No. 333-57884 as Exhibit
                 4.5-C).
 4.5-B    --   Certificate of Trust of Georgia Power Capital Trust VIII
                 (Designated in Registration No. 333-57884 as Exhibit
                 4.5-D).
 4.6-A    --   Trust Agreement of Georgia Power Capital Trust VII
                 (Designated in Registration No. 333-57884 as Exhibit
                 4.6-C).
 4.6-B    --   Trust Agreement of Georgia Power Capital Trust VIII
                 (Designated in Registration No. 333-57884 as Exhibit
                 4.6-D).
 4.7-A    --   Form of Amended and Restated Trust Agreement of Georgia
                 Power Capital Trust VII (Designated in Registration No.
                 333-57884 as Exhibit 4.7-C).
 4.7-B    --   Form of Amended and Restated Trust Agreement of Georgia
                 Power Capital Trust VIII (Designated in Registration No.
                 333-57884 as Exhibit 4.7-D).
 4.8-A    --   Form of Preferred Security of Georgia Power Capital Trust
                 VII (included in Exhibit 4.7-A above).
 4.8-B    --   Form of Preferred Security of Georgia Power Capital Trust
                 VIII (included in Exhibit 4.7-B above).
 4.9      --   Form of Senior Note (included in Exhibit 4.2 above).
 4.10     --   Form of Junior Subordinated Note (included in Exhibit 4.4
                 above).
 4.11-A   --   Form of Guarantee relating to Georgia Power Capital Trust
                 VII (Designated in Registration No. 333-57884 as Exhibit
                 4.11-C).
 4.11-B   --   Form of Guarantee relating to Georgia Power Capital Trust
                 VIII (Designated in Registration No. 333-57884 as Exhibit
                 4.11-D).
 4.12-A   --   Form of Agreement as to Expenses and Liabilities relating to
                 Georgia Power Capital Trust VII (included in Exhibit 4.7-A
                 above).
 4.12-B   --   Form of Agreement as to Expenses and Liabilities relating to
                 Georgia Power Capital Trust VIII (included in Exhibit
                 4.7-B above).
 5.1      --   Opinion of Troutman Sanders LLP.**
 5.2-A    --   Opinion of Richards, Layton & Finger, P.A. relating to
                 Georgia Power Capital Trust VII.**
 5.2-B    --   Opinion of Richards, Layton & Finger, P.A. relating to
                 Georgia Power Capital Trust VIII.**
12.1      --   Computation of ratio of earnings to fixed charges.**
12.2      --   Computation of ratio of earnings to fixed charges plus
                 preferred dividend requirements (pre-income tax basis).**
23.1      --   Consent of Troutman Sanders LLP (included in Exhibit 5.1
                 above).
23.2      --   Consent of Richards, Layton & Finger, P.A. (included in
                 Exhibits 5.2-A and 5.2-B above).
</Table>

                                       II-3
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER
- -------
<C>       <C>  <S>
24.1      --   Powers of Attorney and Resolution.**
25.1      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of JPMorgan Chase Bank (formerly known as The
                 Chase Manhattan Bank), as Senior Note Indenture Trustee.**
25.2      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of JPMorgan Chase Bank (formerly known as The
                 Chase Manhattan Bank), as Subordinated Note Indenture
                 Trustee.**
25.3      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of JPMorgan Chase Bank as Property Trustee,
                 relating to Georgia Power Capital Trust VII.**
25.4      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of JPMorgan Chase Bank as Guarantee Trustee,
                 relating to Georgia Power Capital Trust VII.**
25.5      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of JPMorgan Chase Bank as Property Trustee,
                 relating to Georgia Power Capital Trust VIII.**
25.6      --   Statement of Eligibility under Trust Indenture Act of 1939,
                 as amended, of JPMorgan Chase Bank as Guarantee Trustee,
                 relating to Georgia Power Capital Trust VIII.**
</Table>

     Exhibits listed above which have heretofore been filed with the Commission
and which were designated as noted above are hereby incorporated herein by
reference and made a part hereof with the same effect as if filed herewith.
- ---------------

 * To be subsequently filed or incorporated by reference.

** Previously filed.

ITEM 17.  UNDERTAKINGS.

     (a) Undertaking related to Rule 415 offering:

          The undersigned registrants hereby undertake:

             (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

                (i) To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the registration statement; Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement.

                (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the registration statement is on Form S-3, S-8 or F-3 and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrants
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

                                       II-4
<PAGE>

             (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

             (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

     (b) Undertaking related to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:

          The undersigned registrants hereby undertake that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Company's annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Undertaking related to acceleration of effectiveness:

          Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrants pursuant to the foregoing provisions
     or otherwise, the registrants have been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrants of expenses incurred or paid by a director,
     officer or controlling person of the registrants in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrants will, unless in the opinion of their counsel the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

     (d) The undersigned registrants hereby undertake that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Act shall be deemed to be part of this registration
     statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                       II-5
<PAGE>

                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, GEORGIA POWER
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA, ON THE 12TH DAY OF
FEBRUARY, 2003.

                                          GEORGIA POWER COMPANY

                                          By: DAVID M. RATCLIFFE,
                                              President and Chief Executive
                                              Officer

                                          By: WAYNE BOSTON,
                                              Attorney-in-fact

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, GEORGIA POWER
CAPITAL TRUST VII CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF
GEORGIA, ON THE 12TH DAY OF FEBRUARY, 2003.

                                          GEORGIA POWER CAPITAL TRUST VII

                                          By: GEORGIA POWER COMPANY,
                                              Depositor

                                          By: WAYNE BOSTON,
                                              Assistant Secretary

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, GEORGIA POWER
CAPITAL TRUST VIII CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF
GEORGIA, ON THE 12TH DAY OF FEBRUARY, 2003.

                                          GEORGIA POWER CAPITAL TRUST VIII

                                          By: GEORGIA POWER COMPANY,
                                              Depositor

                                          By: WAYNE BOSTON,
                                              Assistant Secretary

                                       II-6
<PAGE>

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING DIRECTORS AND
OFFICERS OF GEORGIA POWER COMPANY IN THE CAPACITIES AND ON THE DATE INDICATED.

<Table>
<Caption>
                      SIGNATURE                                   TITLE                     DATE
                      ---------                                   -----                     ----
<C>                                                    <S>                           <C>

                 DAVID M. RATCLIFFE                    President, Chief Executive
                                                         Officer and Director
                                                         (Principal Executive
                                                         Officer)

                  ALLEN L. LEVERETT                    Executive Vice President,
                                                         Treasurer and Chief
                                                         Financial Officer
                                                         (Principal Financial
                                                         Officer)

                    W. RON HINSON                      Vice President, Comptroller
                                                         and Chief Accounting
                                                         Officer (Principal
                                                         Accounting Officer)

                 JUANITA P. BARANCO                    Directors
                   ANNA P. CABLIK
                  H. ALLEN FRANKLIN
                  L. G. HARDMAN III
                G. JOSEPH PRENDERGAST
                  RICHARD W. USSERY
                WILLIAM JERRY VEREEN
                      CARL WARE
                 E. JENNER WOOD, III

            BY              WAYNE BOSTON                                             February 12, 2003
          (WAYNE BOSTON, ATTORNEY-IN-FACT)
</Table>

                                       II-7

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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