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 8, 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.
On November 8, 2001, Gulf Power Company (the "Company") and Gulf Power
Capital Trust III (the "Trust") entered into an Underwriting Agreement covering
the issue and sale by the Trust of 1,200,000 7.375% Trust Preferred Securities
(liquidation amount $25 per Preferred Security). Said Preferred Securities were
registered under the Securities Act of 1933, as amended, pursuant to the shelf
registration statement (Registration Statement Nos. 333-59942, 333-59942-01 and
333-59942-02) of the Company and the Trust. Item 7. Financial Statements, Pro
Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated November 8, 2001, among
the Company, the Trust, Salomon Smith Barney Inc.,
UBS Warburg LLC and Raymond James & Associates, Inc.
4.2 Fourth Supplemental Indenture dated as of November
16, 2001, providing for the issuance of the Company's
Series D 7.375% Junior Subordinated Notes due
September 30, 2041.
4.5 Amended and Restated Trust Agreement of Gulf Power
Capital Trust III.
4.6 Form of Preferred Security of Gulf Power Capital
Trust III (included in Exhibit 4.5 above).
4.7 Form of Series D 7.375% Junior Subordinated Note due
September 30, 2041 (included in Exhibit 4.2 above).
4.8 Guarantee Agreement relating to Gulf Power Capital
Trust III.
4.9 Agreement as to Expenses and Liabilities relating to
Gulf Power Capital Trust III (included in Exhibit 4.5
above).
8 Tax Opinion of Troutman Sanders 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 thereunto duly authorized.
Date: November 16, 2001 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary