-----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, KuQbJdTqYFbhM1okjkKseSU3EESHQONkxraSfGdHCTym1wmMqrpe7rhqTtEBLpu5 p5sl9eTQaw9JftBK0dKsGw== 0000003153-97-000017.txt : 19970221 0000003153-97-000017.hdr.sgml : 19970221 ACCESSION NUMBER: 0000003153-97-000017 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970211 SROS: NONE 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: 97523541 BUSINESS ADDRESS: STREET 1: 600 N 18TH ST STREET 2: P O BOX 2641 CITY: BIRMINGHAM STATE: AL ZIP: 35291 BUSINESS PHONE: 2052501000 35-CERT 1 CERTIFICATE OF NOTIFICATION CERTIFICATE OF NOTIFICATION Filed by GULF POWER COMPANY Pursuant to orders of the Securities and Exchange Commission dated December 15, 1994, January 17, 1996, August 26, 1996, January 14, 1997 and January 29, 1997 in the matter of File No. 70-8461. -------------- Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows with respect to the transactions described particularly in Amendment No. 11 (Post-Effective No. 8) herein: 1. On January 31, 1997, the issuance and sale by Gulf Power Capital Trust I , a Delaware statutory business trust (the "Trust"), of 1,600,000 of its 7.625% Trust Preferred Securities (Liquidation amount $25 per Preferred Security) and all transactions relating thereto were carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 2. The issuance by the Company of $41,237,125 aggregate principal amount of its Series A 7.625% Junior Subordinated Notes (the "Junior Subordinated Notes") due December 31, 2036, pursuant to the Supplemental Indenture dated as of January 1, 1997, supplementing the Subordinated Note Indenture dated as of January 1, 1997, between the Company and The Chase Manhattan Bank, as Trustee, was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 3. The execution by the Company of the Guarantee Agreement, dated as of January 1, 1997, providing for the guarantee by the Company of certain obligations of the Trust in respect of the Trust Preferred Securities was carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. -2- 4. Filed herewith are the following exhibits: Exhibit A - Copy of the prospectus supplement with respect to the Trust Preferred Securities, dated January 27, 1997, and accompanying prospectus dated January 10, 1997. (Filed electronically January 29, 1997, in File Nos. 333-19271, 333-19271-01, and 333-19271-02.) Exhibit B - Underwriting Agreement dated January 27, 1997. (Designated in Form 8-K dated January 27, 1997, as Exhibit 1.) Exhibit C - Amended and Restated Trust Agreement dated as of January 1, 1997. (Designated in Form 8-K dated January 27, 1997, as Exhibit 4.5.) Exhibit D - Subordinated Note Indenture dated as of January 1, 1997, between the Company and The Chase Manhattan Bank, as trustee. (Designated in Form 8-K dated January 27, 1997, as Exhibit 4.1.) Exhibit E - Supplemental Indenture to the Subordinated Note Indenture dated as of January 1, 1997, between the Company and The Chase Manhattan Bank, as trustee. (Designated in Form 8-K dated January 27, 1997, as Exhibit 4.2.) Exhibit F - Guarantee Agreement, dated as of January 1, 1997, with respect to Trust Preferred Securities. (Designated in Form 8-K dated January 27, 1997, as Exhibit 4.8.) Exhibit G - Opinion of Beggs & Lane dated February 10, 1997. Dated February 10, 1997 GULF POWER COMPANY By /s/ Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHBIT F Exhibit F February 10, 1997 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of Gulf Power Company (herein call 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 Gulf Power Capital Trust I (the "Trust") of its Trust Preferred Securities and the related issuance by the Company of its Guarantee and Junior Subordinated Notes (all as defined therein). We are of the opinion that: (a) the Company is validly organized and duly existing as a corporation under the laws of the State of Maine and is duly admitted to do business under the laws of the States of Florida, Georgia and Mississippi; (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 Guarantee and the Junior Subordinated Notes are valid and binding obligations of the Company in accordance with their terms; and (e) the consummation of the transactions did not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof. We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1, 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/ Beggs & Lane Beggs & Lane -----END PRIVACY-ENHANCED MESSAGE-----