-----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, BshfObsz0deZEg1EMmeLQY8NCQxhTDW35zLd7skvwPH82Qnc8DiSv+LpNozuHnn2 I/OaOcrLvlSy+uUbVHZpMg== 0000003153-99-000008.txt : 19990304 0000003153-99-000008.hdr.sgml : 19990304 ACCESSION NUMBER: 0000003153-99-000008 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990303 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: SEC FILE NUMBER: 070-08461 FILM NUMBER: 99555774 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 CERTIFICATE OF NOTIFICATION Filed by ALABAMA 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, February 5, 1997, June 10, 1997, January 16, 1998 and December 7, 1998 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 February 25, 1999 the issuance and sale by Alabama Power Capital Trust III ("the Trust"), a Delaware business trust, of 1,000 of its Capital Auction Preferred Securities (Liquidation amount $50,000 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 $51,550,000 aggregate principal amount of its Series C Junior Subordinated Notes (the "Junior Subordinated Notes") due February 28, 2029, pursuant to the Second Supplemental Indenture dated as of February 25, 1999, 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 February 1, 1999, providing for the guarantee by the Company of certain obligations of the Trust, in respect of the Capital Auction 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 dated December 4, 1998 and prospectus supplement with respect to the Capital Auction Preferred Securities, dated February 18, 1999. (Filed electronically February 19, 1999, in File Nos. 333-67453, 333-67453-01, 333-67453-02 and 333-67453-03.) Exhibit B - Underwriting Agreement dated February 18, 1999. (Designated in Form 8-K dated February 18, 1999, File No. 1-3164 as Exhibit 1.) Exhibit C - Amended and Restated Trust Agreement, dated as of February 1, 1999. (Designated in Form 8-K dated February 18, 1999, File No. 1-3164 as Exhibit 4.5.) Exhibit D - Supplemental Indenture dated as of February 25, 1999 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 February 18, 1999, File No. 1-3164 as Exhibit 4.2.) Exhibit E - Guarantee Agreement, dated as of February 1, 1999, with respect to the Capital Auction Preferred Securities. (Designated in Form 8-K dated February 18, 1999, File No. 1-3164 as Exhibit 4.8.) Exhibit F - Opinion of Balch & Bingham LLP dated March 2, 1999. Dated March 2, 1999 ALABAMA POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 2 EXHIBIT F Exhibit F Balch & Bingham LLP 1901 Sixth Avenue North Suite 2600 Birmingham, Alabama 35203 March 2, 1999 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 III (the "Trust") of its Capital Auction 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 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; (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 and to the filing thereof with the commission at the time of the filing of the certificate pursuant to Rule 24. Very truly yours, /s/ Balch & Bingham LLP -----END PRIVACY-ENHANCED MESSAGE-----