8-K 1 form8k.htm GULF POWER FORM 8-K PREFERENCE STOCK

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

November 9, 2005

 

Commission

File Number

Registrant, State of Incorporation,

Address and Telephone Number

I.R.S. Employer

Identification No.

 

 

 

0-2429

Gulf Power Company

(A Florida Corporation)

One Energy Place

Pensacola, Florida 32520-0786

(850) 444-6111

59-0276810

 

The address of the registrant has not changed since the last report.

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

Item 8.01.

Other Events.

On November 9, 2005, Gulf Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of 550,000 Shares of 6.000% Series Preference Stock, Non-Cumulative, Par Value $100 Per Share (the “Preference Stock”). The Preference Stock was registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration Statement Nos. 333-128550, 333-128550-01 and 333-128550-02) of the Company.

Item 9.01.

Financial Statements and Exhibits.

 

(c)

Exhibits.

 

1.1

-      Underwriting Agreement relating to the Preference Stock, dated November 9, 2005, between the Company and Lehman Brothers Inc. and M.R. Beal & Company, as the Underwriters.

 

 

4.7

-      Articles of Amendment to Charter establishing the Preference Stock.

 

 

5.1

-      Opinion of Beggs & Lane, a Registered Limited Partnership.

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Date: November 17, 2005

GULF POWER COMPANY

 

 

 

 

 

 

 

/s/Wayne Boston

 

Wayne Boston

 

Assistant Secretary