-----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, T0cld3HTQTJM2WOWq21mZChfolZfgVy32MMEmigeBcuoY2QrEvfGxXMNayvt6eyU P9fWSE96Q3YoBo6o8wwklw== 0000003153-97-000019.txt : 19970305 0000003153-97-000019.hdr.sgml : 19970305 ACCESSION NUMBER: 0000003153-97-000019 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970304 SROS: NYSE 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: 97549916 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 MISSISSIPPI POWER COMPANY Pursuant to orders of the Securities and Exchange Commission dated December 15, 1994, January 17, 1996, August 26, 1996, January 14, 1997, January 29, 1997 and February 5, 1997 in the matter of File No. 70-8461. -------------- Mississippi 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. 12 (Post-Effective No. 9) herein: 1. On February 26, 1997, the issuance and sale by Mississippi Power Capital Trust I , a Delaware statutory business trust (the "Trust"), of 1,400,000 of its 7.75% Trust Originated 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 $36,082,475 aggregate principal amount of its Series A 7.75% Junior Subordinated Notes (the "Junior Subordinated Notes") due February 15, 2037, pursuant to the Supplemental Indenture dated as of February 1, 1997, supplementing the Subordinated Note Indenture dated as of February 1, 1997, between the Company and Bankers Trust Company, 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 February 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 February 20, 1997, and accompanying prospectus dated January 31, 1997. (Filed electronically February 21, 1997, in File Nos. 333-20469, 333-20469-01, and 333-20469-02.) Exhibit B - Underwriting Agreement dated February 20, 1997. (Designated in Form 8-K dated February 20, 1997, as Exhibit 1.) Exhibit C - Amended and Restated Trust Agreement dated as of February 1, 1997. (Designated in Form 8-K dated February 20, 1997, as Exhibit 4.5.) Exhibit D - Subordinated Note Indenture dated as of February 1, 1997, between the Company and Bankers Trust Company, as trustee. (Designated in Form 8-K dated February 20, 1997, as Exhibit 4.1.) Exhibit E - Supplemental Indenture to the Subordinated Note Indenture dated as of February 1, 1997, between the Company and Bankers Trust Company, as trustee. (Designated in Form 8-K dated February 20, 1997, as Exhibit 4.2.) Exhibit F - Guarantee Agreement, dated as of February 1, 1997, with respect to Trust Preferred Securities. (Designated in Form 8-K dated February 20, 1997, as Exhibit 4.8.) Exhibit G - Opinion of Eaton and Cottrell, P.A. dated March 3, 1997. Dated March 3, 1997 MISSISSIPPI POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHIBIT G Exhibit G Eaton and Cottrell, P.A. 1310 Twenty Fifth Avenue Gulfport, Mississippi 39501 601-864-9900 March 3, 1997 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of Mississippi 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 Mississippi 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 Mississippi and is duly admitted to do business 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 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/Eaton and Cottrell P.A. -----END PRIVACY-ENHANCED MESSAGE-----