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) May 19, 1999
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ALABAMA POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Alabama 1-3164 63-0004250
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
600 North 18th Street, Birmingham, Alabama 35291
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 257-1000
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N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On May 19, 1999, Alabama Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$200,000,000 aggregate principal amount of its Series J 6.75% Senior Notes due
June 30, 2039 (the "Series J Senior Notes"). Said Notes were registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
shelf registration statement (Registration Statement Nos. 333-67453,
333-67453-01, 333-67453-02 and 333-67453-03) of the Company. Incorporation of
Certain Documents by Reference
Pursuant to Rule 411of Regulation C under the Securities Act and
in reliance on MBIA Insurance Corporation, SEC No-Action Letter (September 6,
1996), the Company does hereby incorporate by reference the consolidated
financial statements of MBIA Insurance Corporation and Subsidiaries as of
December 31, 1998 and December 31, 1997, and for each of the three years in the
period ended December 31, 1998, included in the Annual Report on Form 10-K of
MBIA Inc. (which was filed with the Securities and Exchange Commission on March
30, 1999) into (i) this Current Report on Form 8-K; (ii) the Company's
Registration Statement on Form S-3 (File Nos. 333-67453, 333-67453-01,
333-67453-02 and 333-67453-03); and (iii) the final prospectus supplement dated
May 19, 1999 relating to the Series J Senior Notes filed pursuant to Rule 424(b)
under the Securities Act.
In connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of PricewaterhouseCoopers
LLP, independent accountants for MBIA Insurance Corporation, insurer of the
Series J Senior Notes, to the use of its name in such prospectus supplement. The
consent of PricewaterhouseCoopers LLP is filed herewith as Exhibit 23.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated May 19, 1999, among the
Company and Morgan Stanley & Co. Incorporated, A. G.
Edwards & Sons, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, PaineWebber Incorporated,
Prudential Securities Incorporated and Salomon Smith
Barney Inc., for themselves and representatives of
the other Underwriters named in Schedule I thereto.
4.2 Tenth Supplemental Indenture to Senior Note Indenture
dated as of May 26, 1999, providing for the issuance
of the Series J Senior Notes.
4.7 Form of Series J Senior Note (included in Exhibit 4.2
above).
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges
plus preferred dividend requirements (pre-income tax
basis).
23.1 Consent of Balch & Bingham LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
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: May 25, 1999 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary