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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________------------------
FORM 10-Q
(Mark One)
[X](MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 19951996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
COMMISSION FILE NO. 33-7591
____________________---------------------
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION)
(Exact name of registrant as specified in its charter)
GEORGIA 58-1211925
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
POST OFFICE BOX 1349
2100 EAST EXCHANGE PLACE
TUCKER, GEORGIA 30085-1349
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 270-7600
Indicate by check mark whether the registrantregistrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject of
such filing requirements for the past 90 days. YES [X]_X_ NO [ ]___
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. THE REGISTRANT
IS A MEMBERSHIP CORPORATION AND HAS NO AUTHORIZED OR OUTSTANDING EQUITY
SECURITIES.
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- -------------------------------------------------------------------------------
OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
Page No.1996
PAGE NO.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets atas of September 30, 19951996 (Unaudited)
and December 31, 19941995 3
Condensed Statements of Revenues and Expenses (Unaudited)
for the Three Months and Nine Months Ended September 30,
19951996 and 19941995 5
Condensed Statements of Cash Flows (Unaudited)
for the Nine Months Ended September 30, 19951996 and 19941995 6
Notes to the Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 1415
SIGNATURES 1516
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGLETHORPE POWER CORPORATION
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETSSEPTEMBER 30, 1996 AND DECEMBER 31, 1995
- -------------------------------------------------------------------------------
(dollars in thousands)
AT AT
SEPTEMBER 30, DECEMBER 31,1996 1995
1994
------------- ------------
(UNAUDITED)ASSETS (Unaudited)
--------------------------
ELECTRIC PLANT, AT ORIGINAL COST:
IN SERVICE $5,681,416 $5,100,299
LESS ACCUMULATED PROVISION FOR DEPRECIATION (1,329,698) (1,231,818)
----------- -----------
4,351,718 3,868,481
NUCLEAR FUEL, AT AMORTIZED COST 94,095 105,683
PLANT ACQUISITION ADJUSTMENTS, AT AMORTIZED COST 5,479 6,275
CONSTRUCTION WORK IN PROGRESS 36,329 538,789
----------- -----------
4,487,621 4,519,228
----------- -----------In service $5,719,078 $5,699,213
Less: Accumulated provision for depreciation (1,458,271) (1,362,431)
---------- ----------
4,260,807 4,336,782
Nuclear fuel, at amortized cost 95,437 94,013
Plant acquisition adjustments, at amortized cost 4,419 5,214
Construction work in progress 40,658 35,753
---------- ----------
4,401,321 4,471,762
---------- ----------
INVESTMENTS AND FUNDS:
BOND, RESERVE AND CONSTRUCTION FUNDS, AT MARKET 52,942 64,163
DECOMMISSIONING FUND, AT MARKET 68,980 59,164
INVESTMENT IN ASSOCIATED ORGANIZATIONS, AT COST 16,161 17,371
----------- -----------
138,083 140,698
----------- -----------Decommissioning fund, at market 77,886 74,492
Bond, reserve and construction funds, at market 53,024 56,511
Investment in associated organizations, at cost 15,424 15,853
---------- ----------
146,334 146,856
---------- ----------
CURRENT ASSETS:
CASH AND TEMPORARY CASH INVESTMENTS, AT COST 183,574 190,642
OTHER SHORT-TERM INVESTMENTS, AT MARKET 69,239 -
RECEIVABLES 81,734 90,998
INVENTORIES, AT AVERAGE COST 86,340 95,076
PREPAYMENTS AND OTHER CURRENT ASSETS 16,772 14,857
----------- -----------
437,659 391,573
----------- -----------Cash and temporary cash investments, at cost 95,864 201,151
Other short-term investments, at market 90,375 79,165
Receivables 107,572 99,559
Inventories, at average cost 92,807 82,949
Prepayments and other current assets 14,288 14,325
---------- ----------
400,906 477,149
---------- ----------
DEFERRED CHARGES:
PREMIUM AND LOSS ON REACQUIRED DEBT, BEING AMORTIZED 202,861 161,889
DEFERRED AMORTIZATION OF SCHERER LEASEHOLD 85,615 80,132
DISCONTINUED PROJECT, BEING AMORTIZED 24,814 26,342
DEFERRED DEBT EXPENSE, BEING AMORTIZED 21,116 20,936
OTHER 8,730 7,657
----------- -----------
343,136 296,956
----------- -----------
$5,406,499 $5,348,455
=========== ===========Premium and loss on reacquired debt, being amortized 202,737 200,794
Deferred amortization of Scherer leasehold 89,715 87,134
Discontinued projects, being amortized 22,776 24,305
Deferred debt expense, being amortized 20,900 21,135
Other 22,632 9,361
---------- ----------
358,760 342,729
---------- ----------
$5,307,321 $5,438,496
---------- ----------
---------- ----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.The accompanying notes are an integral part of these condensed statements.
3
OGLETHORPE POWER CORPORATION
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
EQUITYSEPTEMBER 30, 1996 AND DECEMBER 31, 1995
- --------------------------------------------------------------------------------
(dollars in thousands)
1996 1995
EQUITIES AND LIABILITIES
AT AT
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- ------------
(UNAUDITED)(Unaudited)
-------------------------
CAPITALIZATION:
PATRONAGE CAPITAL (NET OF UNREALIZED LOSSES OF
$ 1,391 AT SEPTEMBERPatronage capital and membership fees (including unrealized
loss of ($276) at September 30, 1996 and gain of $3,570 at
December 31, 1995 AND $ 3,567 AT DECEMBER 31, 1994
ON AVAILABLE-FOR-SALE SECURITIES) $ 351,084 $ 309,496
LONG-TERM DEBT 4,169,025 4,128,080
OBLIGATION UNDER CAPITAL LEASES 300,799 303,749on available-for-sale securities) $361,273 $338,891
Long-term debt 4,122,458 4,207,320
Obligations under capital leases 294,381 296,478
---------- ----------
4,820,908 4,741,3254,778,112 4,842,689
---------- ----------
CURRENT LIABILITIES:
LONG-TERM DEBT AND CAPITAL LEASES DUE WITHIN ONE YEAR 102,347 90,086
DEFERRED MARGINS AND VOGTLE SURCHARGE TO BE
REFUNDED WITHIN ONE YEAR 4,827 21,476
ACCOUNTS PAYABLE 33,164 52,921
ACCRUED INTEREST 80,275 100,010
ACCRUED AND WITHHELD TAXES 22,687 1,566
ENERGY COSTS BILLED IN EXCESS OF ACTUALS (615) 2,125
OTHER CURRENT LIABILITIES 12,292 18,177Long-term debt and capital leases due within one year 109,545 89,675
Deferred margins to be refunded within one year 7,927 32,047
Accounts payable 43,958 48,855
Accrued interest 20,806 91,096
Accrued and withheld taxes 22,486 1,785
Other current liabilities 11,708 18,007
---------- ----------
254,977 286,361216,430 281,465
---------- ----------
DEFFEREDDEFERRED CREDITS AND OTHER LIABILITIES:
GAIN ON SALE OF PLANT, BEING AMORTIZED 61,454 63,209
SALE OF INCOME TAX BENEFITS, BEING AMORTIZED 52,201 58,236
ACCUMULATED DEFERRED INCOME TAXESDecommissioning reserve 118,970 114,049
Accumulated deferred income taxes 65,510 65,510
DEFERRED MARGINS AND VOGTLE SURCHARGE 15,568 15,568
DECOMMISSIONING RESERVE 111,199 96,291
OTHER 24,682 21,955Gain on sale of plant, being amortized 59,113 60,868
Sale of income tax benefits, being amortized 44,170 50,194
Other 25,016 23,721
---------- ----------
330,614 320,769312,779 314,342
---------- ----------
$5,406,499 $5,348,455
========== ==========$5,307,321 $5,438,496
---------- ----------
---------- ----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.The accompanying notes are an integral part of these condensed statements.
4
OGLETHORPE POWER CORPORATION
CONDENSED STATEMENTS OF REVENUES &AND EXPENSES (DOLLARS IN THOUSAND)(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
- --------------------------------------------------------------------------------
(dollars in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBERThree Months Ended Nine Months Ended
September 30, SEPTEMBERSeptember 30,
------------------ ------------------1996 1995 19941996 1995
1994
-------- -------- -------- ------------------------------- ------------------------
OPERATING REVENUES:
SALES TO MEMBERSSales to Members $268,939 $284,476 $244,390$771,378 $764,793
$699,005
SALES TO NON-MEMBERSSales to non-Members 17,709 33,060 22,42861,187 91,519 98,466
-------- -------- -------- --------
TOTAL OPERATING REVENUES 286,648 317,536 266,818832,565 856,312 797,471
-------- -------- -------- --------
OPERATING EXPENSES:
FUELFuel 54,807 62,813 57,887158,465 164,484
157,719
PRODUCTIONProduction 31,296 30,578 28,71993,293 92,443
91,774
PURCHASED POWERPurchased power 67,217 85,706 60,905189,443 207,220
172,097
DEPRECIATION AND AMORTIZATIONPower delivery 4,110 3,817 11,974 11,885
Depreciation and amortization 36,684 35,820 32,375109,774 102,959
98,648
TAXES OTHER THAN INCOME TAXESTaxes other than income taxes 7,035 7,181 5,92021,761 19,601
17,952
OTHER OPERATING EXPENSES 12,489 12,925 35,924 33,609Other operating expenses 10,490 8,672 26,764 24,039
-------- -------- -------- --------
TOTAL OPERATING EXPENSES 211,639 234,587 198,731611,474 622,631 571,799
-------- -------- -------- --------
OPERATING MARGIN 75,009 82,949 68,087221,091 233,681 225,672
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
INTEREST INCOMEInterest income 8,698 4,806 2,84217,438 12,717
7,976
AMORTIZATION OF DEFERRED MARGINSAmortization of deferred margins 6,966 5,229 4,01124,120 16,649
15,284
ALLOWANCE FOR EQUITY FUNDS USED
DURING CONSTRUCTIONAllowance for equity funds used during construction 47 68 718137 1,635
2,074
OTHEROther 2,769 3,242 5,1577,805 9,505 16,452
-------- -------- -------- --------
TOTAL OTHER INCOME 18,480 13,345 12,72849,500 40,506 41,786
-------- -------- -------- --------
INTEREST CHARGES:
INTEREST ON LONG-TERM OBLIGATIONSInterest on long-term-debt and other obligations 81,488 86,429 85,127245,848 254,961
255,317
ALLOWANCE FOR DEBT FUNDS USED
DURING CONSTRUCTIONAllowance for debt funds used during construction (507) (791) (8,698)(1,485) (20,186) (25,940)
-------- -------- -------- --------
NET INTEREST CHARGES 80,981 85,638 76,429244,363 234,775 229,377
-------- -------- -------- --------
NET MARGIN $ 10,656 $ 4,386 $ 39,412 $ 38,081
======== ======== ======== ========$12,508 $10,656 $26,228 $39,412
-------- -------- -------- --------
-------- -------- -------- --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.The accompanying notes are an integral part of these condensed statements.
5
OGLETHORPE POWER CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
AND 1994
(DOLLARS IN THOUSANDS)- --------------------------------------------------------------------------------
(dollars in thousands)
1996 1995
1994
-------- --------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET MARGINNet margin $ 26,228 $ 39,412
$ 38,081
-------- ----------------- ---------
ADJUSTMENTS TO RECONCILE NET MARGIN TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATIONDepreciation and amortization 132,565 149,588
141,986
AMORTIZATION OF DEFERRED GAINS (1,756) --
AMORTIZATION OF DEFERRED MARGINSAmortization of deferred margins (24,120) (16,649)
(15,284)
ALLOWANCE FOR EQUITY FUNDS USED DURING CONSTRUCTIONAllowance for equity funds used during construction (137) (1,635)
(2,074)
OTHER 1,340 (14,216)Other (2,998) (416)
CHANGE IN NET CURRENT ASSETS, EXCLUDING
LONG-TERM DEBT DUE WITHIN ONE YEAR AND DEFERRED MARGINS
AND
VOGTLE SURCHARGE TO BE REFUNDED WITHIN ONE YEAR:
RECEIVABLES 9,264 (8,037)
INVENTORIESReceivables (8,013) 6,524
Inventories (9,858) 8,736
(4,132)
PREPAYMENTS AND OTHER CURRENT ASSETSPrepayments and other current assets 37 (1,915)
(1,498)
ACCOUNTS PAYABLEAccounts payable (4,897) (19,757)
(8,597)
ACCRUED INTERESTAccrued interest (70,290) (19,735)
(85,541)
ACCRUED AND WITHHELD TAXESAccrued and withheld taxes 20,701 21,121
11,999
ENERGY COST BILLED IN EXCESS OF ACTUAL (2,740) (5,143)
OTHER CURRENT LIABILITIESOther current liabilities (6,299) (5,885)
(28,368)
-------- ----------------- ---------
TOTAL ADJUSTMENTS 26,691 119,977
(18,905)
-------- ----------------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 52,919 159,389
19,176
-------- ----------------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
PROPERTY ADDITIONSProperty additions (69,211) (107,989)
(152,136)
NET PROCEEDS FROM BOND, RESERVE AND CONSTRUCTION FUNDSNet proceeds from bond, reserve and construction funds 3,060 13,397
29,190
DECREASE IN INVESTMENT IN ASSOCIATED ORGANIZATIONSDecrease in investment in associated organizations 429 1,210
1,176
INCREASE IN OTHER SHORT-TERM INVESTMENTSIncrease in other short-term investments (14,629) (69,239)
--
(INCREASE) DECREASE IN DECOMMISSIONING FUNDIncrease in decommissioning fund (4,970) (5,254)
38
-------- ----------------- ---------
NET CASH USED IN INVESTING ACTIVITIES (85,321) (167,875)
(121,732)
-------- ----------------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
DEBT PROCEEDS, NETDebt proceeds, net 3,092 142,341
294,092
DEBT PAYMENTSDebt payments (75,809) (139,730)
(350,233)
REFUND OF VOGTLE SURCHARGE -- (2,031)
OTHEROther (168) (1,193)
3,209
-------- ----------------- ---------
NET CASH (USED IN) PROVIDED BY (USED IN) FINANCING ACTIVITIES (72,885) 1,418
(54,963)
-------- ----------------- ---------
NET DECREASE IN CASH AND TEMPORARY CASH INVESTMENTS (105,287) (7,068) (157,519)
CASH AND TEMPORARY CASH INVESTMENTS AT BEGINNING OF PERIOD 201,151 190,642
244,173
-------- ----------------- ---------
CASH AND TEMPORARY CASH INVESTMENTS AT END OF PERIOD $183,574 $ 86,654
======== ========95,864 $ 183,574
--------- ---------
--------- ---------
CASH PAID FOR:
INTEREST (NET OF AMOUNTS CAPITALIZED) $239,485 $308,003
INCOME TAXES -- --Interest (net of amounts capitalized) $ 301,675 $ 239,485
Income taxes - -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED STATEMENTS.The accompanying notes are an integral part of these condensed statements.
6
OGLETHORPE POWER CORPORATION
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 19951996 AND 19941995
(A) The condensed financial statements included herein have been prepared by
Oglethorpe Power Corporation (Oglethorpe), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC). In
the opinion of management, the information furnished herein reflects all
adjustments (which included only normal recurring adjustments) necessary to
present fairly, in all material respects, the results for the periods ended
September 30, 19951996 and 1994.1995. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such SEC rules and regulations, although Oglethorpe believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto
included in Oglethorpe's latest Annual Report on Form 10-K, as filed with
the SEC.
(B) In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". This Statement imposes stricter criteria for regulatory assets by
requiring that such assets be probable of future recovery at each
balance sheet date. Oglethorpe anticipates adopting this standard on
January 1, 1996 and does not expect that adoption will have a material
impact on the financial position or results of operations based on the
current regulatory structure in which Oglethorpe operates. See Note 1.m.
of Notes to Financial Statements in Oglethorpe's Annual Report on Form
10-K for the year ending December 31, 1994 for a summary of Oglethorpe's
regulatory assets and liabilities.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
PROPOSED RESTRUCTURING
As reported in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and in its Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996, Oglethorpe is planning to divide itself into
three specialized companies to respond to increasing competition and
deregulation in the electric industry. In June and July of 1996, the Boards
of Directors of Oglethorpe, Georgia Transmission Corporation (GTC) and
Georgia System Operations Corporation (GSOC) unanimously approved a First
Amended and Restated Restructuring Agreement (the Restructuring Agreement)
which sets forth the terms and conditions on which the restructuring and
related changes will occur. The current target date for full implementation
of the restructuring is January 1, 1997; however, such effective date may, by
the terms of the Restructuring Agreement, be extended by the three companies.
On October 1, 1996, Oglethorpe transferred its system operations assets,
consisting of its control center and related energy control and revenue
metering systems equipment to GSOC, a newly formed wholly owned subsidiary of
Oglethorpe. The purchase price of these assets totaled approximately $9.4
million and was funded by GSOC's assumption of Oglethorpe's obligations under
an existing Rural Utilities Service (RUS) note and by delivery of a purchase
money note payable to Oglethorpe. GSOC will not become fully operational
until the effective date of the restructuring. At that time, it is expected
that the Members will also become members of GSOC. GSOC will then operate
the control center as a separate entity and provide system operations
services to the Members, Oglethorpe, GTC and third parties.
Under the Restructuring Agreement, Oglethorpe will transfer its transmission
business and assets to GTC, a newly formed electric membership corporation,
which will thereafter own and operate the transmission system and provide
transmission services to the Members, Oglethorpe and third parties. In
preparation for the restructuring, Oglethorpe's Members have become members
of GTC. Oglethorpe's investment in transmission and distribution plant less
accumulated depreciation as of December 31, 1995 was approximately $650
million. The purchase price for the transmission business will be based on an
appraisal of the fair market value of such business as of the closing date as
determined by an independent appraiser. The purchase price will be paid by
GTC's assumption of a portion of Oglethorpe's long-term secured debt and by
cash obtained through third-party borrowing. Oglethorpe also will make a
special patronage capital distribution to the Members which can be used by
the Members to establish equity in and to provide initial working capital to
GTC.
In June and July of 1996, the Boards of Directors of Oglethorpe, GTC and GSOC
unanimously approved an agreement (the Member Agreement) which sets forth
those matters contemplated in the Restructuring Agreement that directly
involve the Member corporations. The Member Agreement specifies the form of
the new wholesale power contracts, transmission contracts and
8
system operations contracts to be signed by the Members. The Member
Agreement and related contracts and documents were distributed to the Members
for consideration and approval by their own Boards of Directors. All of the
Member Boards have approved these documents; however, some Members have
conditioned their approvals on implementation of a long-term power supply
swap transaction. See POWER SUPPLY ARRANGEMENTS below for the status of
implementation of a long-term power supply swap transaction.
In addition to delivery of the Member Agreement by the Members and delivery
of new wholesale power contracts, transmission contracts and system
operations contracts, the restructuring remains subject to a number of
additional conditions specified in the Restructuring Agreement, including (1)
receiving a favorable ruling from the Internal Revenue Service that
implementation of the new governance structure would not affect Oglethorpe's
status as a cooperative for federal income tax purposes, (2) RUS approval of
the restructuring, (3) governmental, lender and other third party consents,
authorizations, waivers, orders and approvals, (4) receipt by GTC of certain
capital contributions by the Members and (5) assurances from rating agencies
that the ratings on Oglethorpe's outstanding fixed rate pollution control
revenue bonds (PCBs) would not be lowered as a result of the restructuring
and that such rating agencies would assign to any comparable bonds issued by
GTC the same or better credit rating as assigned to Oglethorpe's fixed rate
PCBs. Most of these conditions can be waived by Oglethorpe's Board, subject
to RUS approval in certain instances.
Three rating agencies have recently issued new indicative ratings for secured
debt issued by or on behalf of Oglethorpe and have issued indicative credit
ratings for GTC (both to be effective subsequent to the restructuring).
Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc., rated
Oglethorpe's debt A and rated GTC AA; Fitch Investors Service, Inc. rated
Oglethorpe's debt A and rated GTC A+; and Moody's Investors Service rated
Oglethorpe's debt A3 and rated GTC A3. From the rating agency reports, it is
not clear if these ratings meet the ratings condition of the Restructuring
Agreement; however, if necessary, it is expected that Oglethorpe's Board will
waive this condition. As part of the restructuring, Oglethorpe also expects
to replace the RUS Mortgage under which its existing secured debt is secured
with a new Indenture providing for a lien on substantially all of the real
and tangible personal property of Oglethorpe. A draft of the Indenture was
made available to the rating agencies before they issued the ratings stated
above. It is expected that GTC will enter into a similar Indenture. Under
Oglethorpe's existing RUS Mortgage, an indenture may be substituted for the
RUS Mortgage with the consent of RUS and certain other secured parties, but
without the consent of the trustees for certain outstanding PCB indebtedness
of Oglethorpe, so long as two rating agencies advise Oglethorpe that the
ratings on such PCB indebtedness will not be withdrawn or reduced as a result
of the substitution of the Indenture for the RUS Mortgage. Oglethorpe
expects to be able to satisfy this condition.
The Oglethorpe Board of Directors recently approved a contingent rate
mechanism that would be implemented in lieu of the rate schedules included in
the new wholesale power contract, transmission contract and system operations
contract in the event that Oglethorpe, GTC and GSOC decide to extend the
effective date of the restructuring beyond January 1, 1997. This rate would
remain in effect until such time as the restructuring becomes effective and
essentially utilizes the
9
same rate structure that is in place for 1996 applied to the approved and
somewhat lower budgeted costs for 1997.
In light of the significant conditions that remain to be satisfied, including
RUS and other governmental and third-party approvals and implementation of a
long-term power supply swap transaction, Oglethorpe cannot now predict the
actual timing of or the ultimate likelihood of full implementation of the
restructuring or the governance changes previously described in Oglethorpe's
1995 Annual Report on Form 10-K. Until the restructuring is implemented,
Oglethorpe currently anticipates that it will continue its current
operations, and until the conditions applicable to the new governance
structure have been satisfied, Oglethorpe will continue under its existing
governance structure.
POWER SUPPLY SWAP ARRANGEMENTS
As a means of reducing the cost of power provided to the Members, Oglethorpe
is continuing to utilize short-term power supply swap agreements. The
initial agreement was with Enron Power Marketing, Inc. (EPMI) and was in
place from January 4, 1996 through August 31, 1996. Effective September 1,
Oglethorpe selected Duke/Louis Dreyfus L.L.C. (DLD) for a short-term power
supply swap transaction that will supply Oglethorpe's requirements for the
remainder of 1996. Under both of the swap agreements, the power marketer was
required to sell to Oglethorpe at a favorable fixed rate all the energy
necessary to meet the Members' requirements and Oglethorpe was required to
sell to the power marketer at cost, subject to certain limitations, upon
request all energy available from Oglethorpe's total power resources. Under
both agreements, Oglethorpe continued to operate the power supply system and
continued to dispatch the generating resources to ensure system reliability.
See "OPERATING REVENUES" and "OPERATING EXPENSES" below for a discussion of
the impact of the power supply swap agreements on the results of operations
for the first nine months of 1996.
Oglethorpe has negotiated and obtained Board approval to sign a long-term
power supply swap agreement for approximately 50% of its Members' load
requirements with LG&E Power Marketing Inc. (LPM). This agreement is
structured to commence on January 1, 1997, initially on a short-term basis
if RUS approval of the agreement has not been received. This agreement will
convert into a long-term agreement at the time of RUS approval, if received
on or before June 1, 1997. Oglethorpe now expects to focus its negotiations
on completing a long-term contract with either EPMI or DLD for the remaining
approximately 50% of its load. Oglethorpe may enter into an additional
short-term power supply swap arrangement for the remaining approximately 50%
of its load while it finalizes and obtains RUS approval of the long-term
arrangements.
STRATEGIC ALLIANCE WITH INTELLISOURCE
In conjunction with the restructuring and as a part of its continuing efforts
to reduce costs, Oglethorpe has signed a letter of intent to form a business
alliance between its support services division and Intellisource, Inc., a
nationally known service corporation. Under the agreement, approximately 130
employees of Oglethorpe's support services division, which provides
accounting, auditing, communications, human resources, facility management,
purchasing, telecommunications and information technology services, will be
transferred to Intellisource,
10
effective in early 1997. Oglethorpe, GTC and GSOC will be key customers and
will be served on-site by the same managers and employees.
PLANT WANSLEY AMENDMENTS
As discussed in its Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, RUS has now approved the amendments to the Plant Wansley
Operating Agreement which give Oglethorpe the right to dispatch separately
its ownership share of Wansley Units No. 1 and No. 2. Oglethorpe expects to
begin separately dispatching Wansley Units No. 1 and No. 2 within the next
six months.
ROCKY MOUNTAIN LEASE TRANSACTION
Oglethorpe is in the process of negotiating a lease transaction, which will
be characterized as a sale for income tax purposes and as a lease for state
law purposes, for Oglethorpe's 74.61% ownership interest in the Rocky
Mountain pumped storage hydroelectric facility (Rocky Mountain). This
transaction will provide a substantial up-front cash payment to Oglethorpe
which will be amortized over the term of the lease to reduce revenue
requirements from the Members. Substantially all of the net cash benefit is
expected to be used by Oglethorpe to reduce long-term debt. Oglethorpe
expects to close at least a portion of this transaction in late 1996 and to
close any remaining portion in early 1997.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Oglethorpe's net margin for the quarter ended September 30, 1995 was $10.7
million compared to $4.4 million for the same period of 1994. Net margin was
higher in the third quarter of 1995 compared to the third quarter of 1994
primarily due to increased capacity revenues from Members resulting from the
unusually warm weatherthree months and to savings in purchased power capacity and
decommissioning expenses. Oglethorpe's net margin for the nine months ended September
30, 19951996 was $39.4$12.5 million and $26.2 million compared to $38.1$10.7 million and
$39.4 million for the first
nine monthssame periods of 1994.1995. Net margin was higher for the
first nine monthsmonth period of 1995 exceeded
the net margin goal by $23 million resulting from, in additioncompared to those
savings mentioned above,1996 primarily due to unbudgeted
savings in 1995 from the continued capitalization of fixed costs of the Rocky Mountain Project (Rocky Mountain)
due to the delay in commercial operation of the initial unit from April 1995
to June 1995 and
savings in fixed production costs. Net margin1995.
OPERATING REVENUES
Member revenues for the three months ended September 30, 1996 were lower
compared to the same period of 1994 was
higher than the 1994 net margin goal1995 due to savings in interest expense as a
result of debt refinancing efforts.
OPERATING REVENUES
- ------------------lower energy revenues (discussed
below). The increasesincrease in Member revenues for the three-month and nine-month periodsnine months ended September
30, 19951996 compared to the same periodsperiod of 1994 were1995 was due primarily to increased billingsthe recovery of
additional fixed costs of Rocky Mountain and the increased fixed cost
responsibility resulting from the decline inscheduled end of Sell-back revenues from
Georgia Power Company (GPC) under the plant operating agreements (as discussed(discussed
below) and due to the additional fixed costs of
Rocky Mountain.. Energy revenues from sales to Members for the three-monththree months and nine-monthnine
months ended September 30, 1996 were 16.3% and 6.5% lower then same periods of 1995 were 15.5% and 4.5% higher than the same period
of the prior year however,despite the fact that megawatt-hour (MWh) sales were
virtually unchanged for the current quarter and increased 25.2%7.7% year-to-date.
Under the DLD and 12.5%, respectively. The lower percentage increaseEPMI power supply swap agreements, the power marketers sold
to Oglethorpe at a favorable fixed rate all of the energy necessary to meet
the Members' requirements, which resulted in revenues compared to
MWhs was duesavings in energy costs of
approximately $28.6 million in the first nine months of 1996. These savings
were immediately passed through to the pass-throughMembers. Oglethorpe's average Member
energy
11
revenue per MWh for the three months and nine months ended September 30, 1996
was 16.3% and 13.1% less than the same periods of lower net energy costs in 1995, as
discussed under "Operating Expenses" below.respectively.
Sales to non-Members arewere primarily made pursuant to three different types of
contractual arrangements with GPC and from energy sales to other non-Member
utilities. The following table summarizes the amounts of non-Member revenues
from these sources for the three months and nine months ended September 30,
19951996 and 1994:1995:
Three Months Ended Sept. 30, Nine Months
Ended Sept.September 30, ---------------------------- ---------------------------Ended September 30,
------------------- -------------------
1996 1995 19941996 1995 1994
---- ---- ---- ----
(dollars in thousands)
GPC- Plant operating agreements $ - $ 89 $ 5,557- $10,096
$39,076GPC- Power supply arrangements 2,959 12,139 4,23711,054 30,712
19,696
TransmissionITS transmission agreements 1,817 3,770 2,7716,874 9,377
8,503
OtherSales to power marketers 1,150 - 8,846 -
Sales to other utilities 11,783 17,062 9,86334,413 41,334 31,191
------- ------- ------- -------
Total $17,709 $33,060 $22,428$61,187 $91,519
$98,466
======= ======= ======= =======------- ------- ------- -------
------- ------- ------- -------
8
The increase infirst two types of non-Member revenues were derived from non-Members for the three months ended
September 30, 1995 compared to 1994 was primarily attributable to higher
revenues from power supply arrangements and from sales to other utilities.
For the nine months ended September 30, 1995 compared to 1994, revenues from
non-Members decreased due to lower revenues from GPC pursuant to plant
operating agreements.contractual
agreements with GPC. Under the plant operating agreements, GPC purchasespurchased
capacity and energy from Oglethorpe on a declining scale in the early years
of operation of certain co-owned generating units. The decreases in revenues of this type were due
toAs scheduled, reductions in Sell-back percentages for both of the Plant Vogtle
units. Effectiveeffective
June 1, 1995, revenues from GPC pursuant to all of the plant operating
agreements ended. The second source of non-Member revenues is derived
pursuant to power supply arrangements with GPC. These revenues are derived
for the most part, from energy sales arising from dispatch situations whereby GPC causes Plant
Wansley to be operated when Oglethorpe's system does not require all of its
contractual entitlement to the generation. These revenues compensate
Oglethorpe for its costs since, under the operating agreements, Oglethorpe is
responsible for its share of fuel costs any time a unit operates. Such sales
were significantly higherlower in the third quarter of 19951996 compared to the same period of 1994.
Revenues1995.
The third source of non-Member revenues was primarily payments from GPC for
use of the Integrated Transmission System (ITS) and related transmission
interfaces. GPC compensates Oglethorpe to the extent that Oglethorpe's
percentage of investment in the ITS exceeds its percentage use of the system.
In such case, Oglethorpe is entitled to income as compensation for the use
of its investment by the other ITS participants. The decline in these
revenues for the three month and nine month periods of 1996 compared to 1995
was the result of relatively greater usage by Oglethorpe compared to its
relative investment.
Under the DLD, and previously, the EPMI power supply swap agreement, sales to
the power marketers represented the net energy transmitted on behalf of DLD
and EPMI off-system on a daily basis from Oglethorpe's total resources. Such
energy was sold to DLD and EPMI at Oglethorpe's cost, subject to certain
limitations. Sales to other non-Member utilities increased substantially due to a 16%
increasewere initiated by DLD and
EPMI in MWh1996 while in 1995 these sales inwere made by Oglethorpe directly with
the three months ended September 30, 1995non-Member
12
utilities. While Oglethorpe maintains the contractual relationship with
these other utilities and a 33%
increase in MWh sales inadministers the nine months ended September 30, 1995 compared to
the same period of 1994. Oglethorpe is continuing to pursue energy and
capacitytransactions, all profits on these
sales to other utilities as a means of reducing amounts that must be
recovered from Members.Oglethorpe's total resources accrued to DLD and
EPMI.
OPERATING EXPENSES
- ------------------
The increasedecrease in operating expenses for the three months and nine months ended
September 30, 1996 compared to the same periods of 1995 was primarily
attributable to decreases in fuel and purchased power costs. The decrease in
fuel costs resulted partly from an unplanned outage during the month of July
1996 at Scherer Unit No. 1 which resulted in a 10% decrease in generation
during the third quarter of 1996 compared to the same period of 1994 was primarily
attributable1995 and
partly due to an increasethe utilization of lower price spot market coal at Plant
Wansley. The decrease in purchased power required dueenergy costs from 1995 to the1996
reflected offsetting cost savings and additional Member and non-Member sales.
Purchasedamounts of power expenses increased in 1995 partly as the resultpurchased.
As noted under "OPERATING REVENUES" above, energy cost savings of capacity
and energy purchases from Hartwell Energy Limited Partnership (Hartwell). The
agreement to purchase capacity and energy from Hartwell commenced in April
1994; therefore, there$28.6
million were no corresponding purchases for the first three
months of 1994. Additionally, there was a significant increase in purchases
from utilities other than GPC. Overall, there was a 39% increase in MWh
purchases from all sources in 1995 compared to the first nine months of 1994.
However, the net per unit variable costs of fuel, production and purchased
power was 4.7% lowerrealized in the first nine months of 1995 compared to 1994. Such
decrease arose1996 from lower pricesthe DLD and EPMI
power supply swap agreements. In addition, the power marketers utilized
11.7% greater MWhs of purchased power in the first nine months of 1996
compared to 1995 to provide for Oglethorpe's Member load and savings in fuel costs
and maintenance expenses.for sales to
other utilities.
OTHER INCOME
- ------------
Other income for the three-monththree months and nine-month periodsnine months ended September 30, 1995 varied
9
slightly1996
increased compared to the same periodsperiod of 1994. However,1995 primarily as a result of higher
income from amortization of deferred margins and higher interest income.
Oglethorpe's Board of Directors authorizes the caption "other"
decreasedamount of deferred margins to
be returned to the Members each year. For 1996, the remaining annual amount
of $32 million was authorized as compared to $16 million for 1995. Interest
income was higher in 1996 compared to 1995 partly due to the completion of amortizationhigher average cash
balances and partly due to higher interest rates.
INTEREST CHARGES
The decrease in October 1994 of a gain on
the sale of Plant Scherer common facilities. For a discussion of the gain on
the sale of Plant Scherer common facilities, see Note 6 of Notes to Financial
Statements in Oglethorpe's Annual Report on Form 10-Knet interest charges for the year ending
December 31, 1994. Interest income throughout the nine-month periodthree months ended September 30,
1996 compared to the same period of 1995 increased due to higher earningsare a result of savings from the
decommissioning
fund.
INTEREST CHARGES
- ----------------most recent refinancings. The increase in net interest charges for the three-month and nine-month
periods of 1995nine
months ended September 30, 1996 compared to 19941995 resulted from the three units of Rocky Mountain
becoming commercially operable in June and July 1995; therefore,
allowance for debt funds used during construction decreased, accordingly.
MEMBER CONTRACTS AND WITHDRAWAL ACTIVITIES
As previously reported, in response to an increasingly competitive utility
environment, Oglethorpe has taken actions to provide its Members with various
options for meeting their power supply needs. During June and July 1995 Oglethorpe's Board of Directors approved a plan that allows for substantial
changes to the Corporation's contractual relationship with its Members to
provide them with greater flexibility in their power supply arrangements and,
at the same time, established the method by which Oglethorpe will recover the
costs of existing resources.
The new plan offers the Members a choice of service options that can help
them better meet the individual needs and load characteristics of their
systems. Options offered to the Members range from having Oglethorpe continue
to perform all power supply functions, to performing some or all of those
functions themselves, or to withdrawing from membership in accordance with
the process, provisions and conditions approved by the Board of Directors.
Members who sign the new wholesale power contract will have the option to own
dispersed generation for customer reliability and competitive advantage and
to engage in bilateral transactions with other power suppliers so long as all
of their load and resources are committed to the dispatch of a new power
pool. Oglethorpe's and any Member-secured resources will be committed to
economic dispatch (pooled)(interest was capitalized for the
benefit of all the pool participants. The
pool cost settlement methodology will price at market rates the hourly
differences between a participating EMC's allocation of power supply
resources and its load. This power pool arrangement will also allow the
participants to pool resource reserves. The pool participants will invite
other utilities to participate in the pool and will pursue additional
customers.
Operation of the power pool will be directed by the Pool Operation
Consultants or "the POC"first six months). The POC will determine operating policies for the
pool, such as targets for planning reserves, the energy cost settlement
methodology and other administrative functions.
The pool participants have selected the following individuals for the POC:
- - Newton A. Campbell, retired Chairman and CEO, Burns & McDonnell Engineering
Company
- - John A. Casazza, Chairman, CSA Energy Consultants
- - Duejean C. Garrett, partner in the law firm of Baker & Daniels
- - Thomas N. Hand, retired Executive Manager, East Central Area Reliability
Coordination Agreement (ECAR)
- - Royce Lyles, retired Chief Executive Officer, Jacksonville Electric
Authority
10
Under each of the service options approved by the Board of Directors, each
Member or withdrawing Member would remain financially responsible for the
costs of, and required to purchase, all capacity and related energy from
Oglethorpe's existing plants and power supply contracts based on a fixed
percentage allocation and a formulary rate approved by the Board to recover
all of Oglethorpe's costs for existing commitments. Under this approved
methodology, a withdrawing Member could satisfy its existing financial
obligation to Oglethorpe by entering into a 30-year power sale agreement.
Since the Members and any withdrawing Member must maintain responsibility for
their allocated portions of all current financial obligations to Oglethorpe,
Oglethorpe's future revenues associated with its current obligations would be
unaffected. However, to the extent the Members or any withdrawing Member
choose to secure their projected load growth from sources other than
Oglethorpe, the growth in Oglethorpe's revenues would decrease as would the
growth in related expenses.
To date, Oglethorpe has received signed new wholesale power contracts from 25
Members and four Members have indicated by resolution of their Board of
Directors they intend to maintain their current all-requirements wholesale
power contract. Seven Members, including, as previously reported, Cobb EMC,
Snapping Shoals EMC and Walton EMC, have indicated by resolution of their
Board of Directors their desire to withdraw from membership. Some of the
Members that have given withdrawal notices and several other EMCs are
continuing to evaluate their options. It is not certain at this time how many
Members will withdraw from Oglethorpe or how many will remain Members.
Several of the Members who are desiring to withdraw have proposed a concept
for withdrawal in lieu of the one approved by Oglethorpe's Board of
Directors. These Members desire to acquire a percentage interest in
Oglethorpe's assets equal to their allocated share of costs responsibility
and to assume the same share of Oglethorpe's debt. Oglethorpe's management
has serious questions as to whether the conceptual approach put forward by
these Members is feasible but has indicated a willingness to discuss such a
concept as well as other options. The parties are utilizing the services of a
mediator to facilitate their discussions and to assist in reaching a mutually
agreeable solution. Representatives of the Rural Utilities Service (RUS) are
also participating in these discussions and have expressed a willingness to
explore alternative concepts, including a transfer of assets and assumption
of debt.
Due to unresolved issues relating to Member withdrawal, RUS has indicated
that it may not approve for implementation as of January 1, 1996 the new
energy pool settlement process and its cost allocation methodology. RUS
desires that Oglethorpe and all Members achieve a stronger consensus before
it will take action on the new arrangements. It is uncertain what effect the
delay in implementing the new power supply arrangements and the disagreements
among the Members will have on Oglethorpe and its Members.
11
POWER PURCHASE ARRANGEMENTS
Oglethorpe currently purchases 1,250 megawatts (MW) of capacity and
associated energy from GPC under the Block Power Sale Agreement. Because
Oglethorpe intends to obtain more economical alternatives, it has, pursuant
to the terms of the Agreement, given notice (in August 1994 and 1995) of its
election to reduce its purchases from GPC by 250 MW beginning September 1,
1996, and by an additional 250 MW beginning September 1, 1997.
FINANCIAL CONDITION
Total assets and total equity plus liabilities as of September 30, 19951996 were
$5.4$5.3 billion which was $58$131 million moreless than the total at December 31, 1994.1995
due to depreciation of plant and due to the decrease in cash and temporary
cash investments.
13
ASSETS
- ------
The increase in electric plant in service resulted from the commercial
operation of the three units of Rocky Mountain totaling $546 million during
June and July 1995. Construction work in progress decreased by this amount.
Property additions for the nine months ended September 30, 19951996 totaled $108
million. Construction of Rocky Mountain accounted for $52$69.2
million of this
amount Borrowings under the loan commitment for Rocky Mountain totaled $98
million in the first nine months of 1995.and included additions, replacements and improvements to transmission
and distribution facilities and existing generation facilities.
The decrease in bond, reservecash and construction funds resulted primarilytemporary cash investments was partly due to
property additions funded from the utilization of a portion of the debt service reserve funds forcash and scheduled debt service payments.
The available funds resulted from an interest rate swap
refinancing project in early 1995 which did not require a debt service
reserve fund.
12
The increase in total cash and investments was primarily due to the effects
of the rate options selected by 11 Members which resulted in planned
over-collections of capacity revenues of $41 million during the third quarter
of 1995. For a discussion of this rate option, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in
Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 1994.
Other short-term investments representis composed of those investments whose maturity
periods exceed Oglethorpe's policythree months. During the first quarter of 1996, an additional
$10 million was transferred into investments with maturities of more than
three months or less for classification as cash
equivalents. There were no corresponding investments at the end of 1994.
Prepayments and other current assets increased primarily due to a $3.7
million increase in the payment made to GPC for estimates of Plant Hatch O&M
for October 1995 compared to the estimate paid for January 1995.months.
The increase in the premium and loss on reacquired debtinventories primarily resulted from premiums paidhigher coal inventories
at Plant Scherer due to an unplanned outage at Scherer Unit No. 1. In
addition, coal inventories at Plant Scherer were lower than normal at
year-end.
The increase in connection with Federal Financing Bank (FFB) note
modificationsother deferred charges primarily resulted from the deferral
of $14.7 million of nuclear refueling outage costs related to Vogtle Units
No. 1 and prepayments,No. 2 and fromHatch Unit No. 1 which are being recovered through rates
over a pollution control bond (PCB)
refunding.period of eighteen months starting in May and November 1996.
EQUITY AND LIABILITIES
- ----------------------
Long-term debt due within one year increased due to normal maturities of PCBs
and mortgage notes payable to the FFB.
Deferred margins and Vogtle surcharge to be refunded within one year decreased by $16.6$24.1 million
which is the amount that was refunded to the Members for the first nine
months of 1995.1996.
Accounts payable declined as of SeptemberJune 30, 19951996 as a result of normal
variations in the timing of payables activity.
Accrued interest decreased primarily due to normal payments and accruals of
interest.
Accrued and withheld taxes increased as a result of the normal monthly
accruals of property taxes, which are generally paid in the fourth quarter of
the year.
Energy costs billed in excess of actuals decreased as a result of actual
energy costs exceeding billed costs by $2.7 million during the nine months
ended September 30, 1995.
Other current liabilities decreased partly due to the year-end accrual for
performanceemployee incentive pay (subsequently paid in March 1995)1996) and partly due to
normal activity.
The increase in other liabilities resulted primarily from normal accruals
forLIQUIDITY AND REFINANCING TRANSACTIONS
In anticipation of the proposed restructuring and Oglethorpe's portionongoing
liquidity needs, Oglethorpe is evaluating its unsecured credit facilities.
Oglethorpe does not anticipate renewing its $70 million uncommitted line of
GPC's post-retirement benefits relatedcredit with CoBank, ACB, which expires on December 1, 1996. Prior to
year-end, Oglethorpe may defease up to $309 million of PCBs and may issue
commercial paper, on an interim basis, or refunding PCBs to finance the
co-owned plants.
13defeasance.
14
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
CHANGE IN MANAGEMENT
- --------------------
The Board of Directors has been advised by Tom Kilgore, its President and
Chief Executive Officer, that he intends to leave Oglethorpe to pursue other
business opportunities. While Kilgore has not resigned and continues in his
position, he requested that the Board begin the process for selecting his
successor. Kilgore has placed no time limit on his continued tenure and
intends to remain with Oglethorpe to assist in the transition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------EXHIBITS
Number Description
- ---------- -----------
2.1(1) First Amended and Restated Restructuring Agreement, dated
August 1, 1996, by and among Oglethorpe, Georgia
Transmission Corporation (An Electric Membership
Corporation) and Georgia System Operations Corporation.
3(ii) Bylaws of Oglethorpe as amended September 9, 1996.
10.5.2(a) Amendment, dated as of January 15, 1995, to the Plant Hal
Wansley Operating Agreements by and among Georgia Power
Company, Oglethorpe, Municipal Electric Authority of Georgia
and City of Dalton, Georgia.
10.29(2) Master Power Purchase and Sale Agreement between Duke/Louis
Dreyfus L.L.C. and Oglethorpe, dated as of August 31, 1996.
27.1 Financial Data Schedule (for SEC use only).
- ----------------
(1) Pursuant to 17 C.F.R. 229.601(b)(2), the schedules and exhibits to
this document are identified on a list of schedules and exhibits included within
this document and are not filed herewith; however, the registrant hereby agrees
that such schedules and exhibits will be provided to the Commission upon
request.
(2) Certain portions of this document have been omitted as confidential
and filed separately with the Commission.
(b) ReportsREPORTS ON FORM 8-K
No reports on Form 8-K -------------------
A report on Form 8-K describing a change in Oglethorpe's certifying
accountant from Arthur Andersen LLP to Coopers & Lybrand L.L.P. waswere filed by Oglethorpe onfor the quarter ended September
14, 1995.
1430, 1996.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Oglethorpe Power Corporation
(An Electric Membership
Generation & Transmission
Corporation)
Date: NovemberAugust 14, 19951996 By: /s/ T. D. KILGORE
------------------------------------------Kilgore
--------------------------
T. D. Kilgore
President and Chief Executive Officer
(Principal Executive Officer)
Date: NovemberAugust 14, 19951996 /s/ GARYGary M. BULLOCK
------------------------------------------Bullock
--------------------------
Gary M. Bullock
Secretary-Treasurer
(Principal Financial Officer)
Date: NovemberAugust 14, 19951996 /s/ EUGEN HECKL
------------------------------------------
Eugen Heckl
Senior Vice President and Chief
Financial OfficerLarry N. Brownlee
--------------------------
Larry N. Brownlee
Controller
(Principal FinancialAccounting Officer)
1516