-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FF7Pna0QNOJ5F2zAnlxQydL4Zkbrosm75GdBffKlXLw3t3k0KqZgCxTMUmMuikVO JDSp5fJ0iCXgtSU8RCtmPA== 0000003153-02-000032.txt : 20021007 0000003153-02-000032.hdr.sgml : 20021007 20021007103054 ACCESSION NUMBER: 0000003153-02-000032 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021007 EFFECTIVENESS DATE: 20021007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA POWER CO CENTRAL INDEX KEY: 0000003153 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 630004250 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08461 FILM NUMBER: 02782834 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052571000 35-CERT 1 alcntrustiv_v.txt CERTIFICATE OF NOTIFICATION Filed by ALABAMA POWER COMPANY Pursuant to orders of the Securities and Exchange Commission (the "Commission") dated December 15, 1994, January 17, 1996, August 26, 1996, January 14, 1997, January 29, 1997, February 5, 1997, June 10, 1997, January 16, 1998, December 7, 1998 and June 8, 2001 in the matter of File No. 70-8461. -------------- Alabama Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows with respect to the transactions described herein: 1. On October 2, 2002, the issuance and sale by Alabama Power Capital Trust IV, a Delaware statutory trust ("Trust IV"), of 100,000 of its Flexible Trust Preferred Securities (Five Year Initial Fixed Rate Period) (Liquidation Amount $1,000 per Preferred Security) (the "Trust IV Preferred Securities") and all transactions relating thereto were carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 2. On October 2, 2002, the issuance and sale by Alabama Power Capital Trust V, a Delaware statutory trust ("Trust V"), of 200,000 of its Flexible Trust Preferred Securities (Seven Year Initial Fixed Rate Period) (Liquidation Amount $1,000 per Preferred Security) (the "Trust V Preferred Securities") and all transactions relating thereto were carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 3. The issuance by the Company of $103,093,000 aggregate principal amount of its Series D Junior Subordinated Notes due October 1, 2042 (the "Series D Notes"), pursuant to the Third Supplemental Indenture dated as of October 2, 2002, supplementing the Subordinated Note Indenture dated as of January 1, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 4. The issuance by the Company of $206,186,000 aggregate principal amount of its Series E Junior Subordinated Notes due October 1, 2042 (the "Series E Notes"), pursuant to the Fourth Supplemental Indenture dated as of October 2, 2002, supplementing the Subordinated Note Indenture dated as of January 1, 1997, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee, was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. - 2 - 5. The execution by the Company of the Guarantee Agreement, dated as of October 1, 2002, providing for the guarantee by the Company of certain obligations of Trust IV in respect of the Trust IV Preferred Securities was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 6. The execution by the Company of the Guarantee Agreement, dated as of October 1, 2002, providing for the guarantee by the Company of certain obligations of Trust V in respect of the Trust V Preferred Securities was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 7. Filed herewith are the following exhibits: Exhibit A - Prospectus Supplement with respect to the Trust IV Preferred Securities, dated September 26, 2002. (Filed electronically September 30, 2002, in File Nos. 333-72784, 333-72784-01 and 333-72784.) Exhibit B - Prospectus Supplement with respect to the Trust V Preferred Securities, dated September 26, 2002. (Filed electronically September 30, 2002, in File Nos. 333-72784, 333-72784-01 and 333-72784.) Exhibit C - Underwriting Agreement dated September 26, 2002 relating to the Trust IV Preferred Securities. (Designated in Form 8-K dated September 26, 2002, as Exhibit 1.5-A.) Exhibit D - Underwriting Agreement dated September 26, 2002 relating to the Trust V Preferred Securities. (Designated in Form 8-K dated September 26, 2002, as Exhibit 1.5-B.) Exhibit E - Amended and Restated Trust Agreement of Alabama Power Capital Trust IV dated as of October 1, 2002. (Designated in Form 8-K dated September 26, 2002, as Exhibit 4.12-A.) Exhibit F - Amended and Restated Trust Agreement of Alabama Power Capital Trust V dated as of October 1, 2002. (Designated in Form 8-K dated September 26, 2002, as Exhibit 4.12-B.) - 3 - Exhibit G - Third Supplemental Indenture to the Subordinated Note Indenture dated as of October 2, 2002, between the Company and JPMorgan Chase Bank, as trustee. (Designated in Form 8-K dated September 26, 2002, as Exhibit 4.9-A.) Exhibit H - Fourth Supplemental Indenture to the Subordinated Note Indenture dated as of October 2, 2002, between the Company and JPMorgan Chase Bank, as trustee. (Designated in Form 8-K dated September 26, 2002, as Exhibit 4.9-B.) Exhibit I - Guarantee Agreement dated as of October 1, 2002 with respect to the Trust IV Preferred Securities. (Designated in Form 8-K dated September 26, 2002, as Exhibit 4.16-A.) Exhibit J - Guarantee Agreement dated as of October 1, 2002 with respect to the Trust V Preferred Securities. (Designated in Form 8-K dated September 26, 2002, as Exhibit 4.16-B.) Exhibit K - Opinion of Balch & Bingham LLP dated October 7, 2002. Dated October 7, 2002 ALABAMA POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 3 alcntrustiv_vexk.txt EXHIBIT K Exhibit K Balch & Bingham LLP 1901 Sixth Avenue North Birmingham, Alabama 35203 205-226-3436 October 7, 2002 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of Alabama Power Company (herein called the "Company") et al. File No. 70-8461 Ladies and Gentlemen: We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the issuance and sale by Alabama Power Capital Trust IV and Alabama Power Capital Trust V of their respective issues of Trust Preferred Securities and the related issuance by the Company of its Guarantee and Junior Subordinated Notes (all as defined therein) related to each issue. We are of the opinion that: (a) the Company is validly organized and duly existing as a corporation under the laws of the State of Alabama; (b) the subject transactions have been consummated in accordance with such statement on Form U-1, as amended; (c) all state laws applicable to such transactions have been complied with; (d) the Company's obligations with respect to the Guarantees and the each issue of Junior Subordinated Notes are valid and binding obligations of the Company in accordance with their terms; and (e) the consummation of the transactions did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, as amended, and to the filing thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, /s/Balch & Bingham LLP -----END PRIVACY-ENHANCED MESSAGE-----