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) October 5, 2001
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GULF POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Maine 0-2429 59-0276810
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
One Energy Place, Pensacola, Florida 32520-0102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (850) 444-6111
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N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
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On October 5, 2001, Gulf Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$75,000,000 aggregate principal amount of its Series D 6.10% Senior Notes due
September 30, 2016 (the "Series D 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. 333-59942,
333-59942-01 and 333-59942-02) of the Company.
The consolidated financial statements of Ambac Assurance
Corporation and subsidiaries as of December 31, 2000 and December 31, 1999, and
for each of the years in the three year period ended December 31, 2000, included
in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was
filed with the Securities and Exchange Commission on March 28, 2001; Commission
File Number 1-10777) and the unaudited consolidated financial statements of
Ambac Assurance Corporation and subsidiaries as of June 30, 2001 and for the
periods ended June 30, 2001 and June 30, 2000, included in the Quarterly Report
on Form 10-Q of Ambac Financial Group, Inc. for the period ended June 30, 2001
(which was filed with the Securities and Exchange Commission on August 10,
2001), and information on events subsequent to the Quarterly Report on Form 10-Q
contained in press releases issued on September 13, 2001 and September 18, 2001,
included in the Current Report on Form 8-K of Ambac Financial Group, Inc. (which
was filed with the Commission on September 17, 2001 and September 19, 2001,
respectively), are hereby incorporated by reference in this Current Report on
Form 8-K and in the registration statement and shall be deemed to be a part
hereof. The consent of KPMG LLP is filed herewith as Exhibit 23.4.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1 Underwriting Agreement, dated October 5, 2001, among the
Company and A.G. Edwards & Sons, Inc., Edward D. Jones &
Co., L.P. and Wachovia Securities, Inc., as the
Underwriters.
4.2 Fourth Supplemental Indenture to Senior Note
Indenture dated as of October 18, 2001, providing
for the issuance of the Company's Series D 6.10%
Senior Notes due September 30, 2016.
4.9 Form of Series D 6.10% Senior Note due September 30, 2016.
(included in Exhibit 4.2 above).
12.1 Computation of ratio of earnings to fixed charges.
23.4 Consent of KPMG 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: October 18, 2001 GULF POWER COMPANY
By
/s/ Wayne Boston
Wayne Boston
Assistant Secretary