Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-59942
333-59942-01
333-59942-02
Prospectus Supplement to Prospectus dated June 1, 2001
Ratings:
Standard & Poor's: "AAA"
Moody's: "Aaa"
(See "Ratings" herein)
$45,000,000
LOGO
Series E 6.00% Senior Notes due January 30, 2012
Gulf Power Company will pay interest on the Series E Senior Notes on January 1,
April 1, July 1 and October 1 of each year. The first payment will be made on
April 1, 2002. The Series E Senior Notes are redeemable by Gulf Power Company on
or after January 30, 2003. The Series E Senior Notes will be issued only in
denominations of $1,000 and integral multiples of $1,000.
Payment of the principal of and interest on the Series E Senior Notes when due
will be insured by a financial guaranty insurance policy to be issued by Ambac
Assurance Corporation.
LOGO
Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Per
Series E
Senior Note Total
----------- -----------
Initial Public Offering Price*................................... 100% $45,000,000
Underwriting Discounts and Commissions........................... 2.10% $ 945,000
Net Proceeds, before expenses, to Gulf Power Company............. 97.90% $44,055,000
* The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Series E Senior Notes will accrue from the
date the Series E Senior Notes are issued.
The underwriters expect to deliver the Series E Senior Notes in book-entry form
only through the facilities of The Depository Trust Company against payment in
New York, New York on January 30, 2002.
A.G. Edwards & Sons, Inc. SunTrust Robinson Humphrey
The date of this Prospectus Supplement is January 18, 2002
THE COMPANY
Gulf Power Company (the "Company") is a corporation organized under the
laws of the State of Maine on November 2, 1925, and admitted to do business in
Florida on January 15, 1926, in Mississippi on October 25, 1976 and in Georgia
on November 20, 1984. The mailing address of the Company's principal executive
offices is One Energy Place, Pensacola, Florida 32520-0100, and the telephone
number is (850) 444-6111. The Company is a wholly owned subsidiary of The
Southern Company.
The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
7,400 square mile service area within the northwestern portion of the State of
Florida.
SELECTED FINANCIAL INFORMATION
The following data is qualified in its entirety by reference to and,
therefore, should be read together with the detailed information and financial
statements appearing herein, in the accompanying Prospectus or in the documents
incorporated herein by reference.
Twelve
Year Ended December 31, Months Ended
1996 1997 1998 1999 2000 September 30, 2001
---- ---- ---- ---- ---- ------------------
(Thousands, except ratios) (unaudited)
Operating Revenues................. $634,365 $625,856 $650,518 $674,099 $714,319 $733,243
Earnings Before Interest and
Income Taxes.................... 131,856 124,428 120,946 119,576 116,892 123,468
Net Income After Dividends on
Preferred Stock................. 57,845 57,610 56,521 53,667 51,843 59,448
Ratio of Earnings to Fixed
Charges(1)...................... 4.29 4.18 3.83 3.62 3.38 3.82
Capitalization
As of September 30, 2001
------------------------
Actual As Adjusted(2)
------ --------------
(Thousands, except percentages)
Common Stock Equity..................................................... $509,219 $ 509,219 44.5%
Cumulative Preferred Stock.............................................. 4,236 4,236 0.4
Company Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trusts Holding Company Junior Subordinated Notes.......... 85,000 115,000 10.1
Senior Notes............................................................ 157,396 277,396 24.2
Other Long-Term Debt.................................................... 238,135 238,135 20.8
-------- ---------- -----
Total................................................................ $993,986 $1,143,986 100.0%
======== ========== =====
(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
adding to "Earnings Before Interest and Income Taxes" the debt portion of
allowance for funds used during construction; and (ii) "Fixed Charges"
consist of "Net Interest Charges" plus the debt portion of allowance for
funds used during construction.
(2) Reflects (i) the issuance in October 2001 of $75,000,000 aggregate
principal amount of Series D 6.10% Senior Notes due September 30, 2016;
(ii) the issuance in November 2001 by Gulf Power Capital Trust III of
$30,000,000 aggregate liquidation amount of its 7.375% Trust Preferred
Securities for the benefit of the Company; and (iii) the issuance of the
Series E Senior Notes offered hereby.
USE OF PROCEEDS
The proceeds from the sale of the Series E Senior Notes will be used by the
Company to finance certain construction costs incurred in connection with Plant
Smith Unit 3, the Company's 574 megawatt combined cycle facility currently under
construction, and for general corporate purposes.
S-2
RECENT RESULTS OF OPERATIONS
For the twelve months ended September 30, 2001, "Operating Revenues,"
"Earnings Before Interest and Income Taxes" and "Net Income After Dividends on
Preferred Stock" were $733,243,000, $123,468,000 and $59,448,000, respectively.
In the opinion of the management of the Company, the above amounts for the
twelve months ended September 30, 2001 reflect all adjustments (which were only
normal recurring adjustments) necessary to present fairly the results of
operations for such period. The "Ratio of Earnings to Fixed Charges" for the
twelve months ended September 30, 2001 was 3.82.
DESCRIPTION OF THE SERIES E SENIOR NOTES
Set forth below is a description of the specific terms of the Series E
6.00% Senior Notes due January 30, 2012 (the "Series E Senior Notes"). This
description supplements, and should be read together with, the description of
the general terms and provisions of the Senior Notes set forth in the
accompanying Prospectus under the caption "Description of the Senior Notes." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
Prospectus and the Senior Note Indenture dated as of January 1, 1998, as
supplemented (the "Senior Note Indenture"), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Senior
Note Indenture Trustee").
General
The Series E Senior Notes will be issued as a series of Senior Notes under
the Senior Note Indenture. The Series E Senior Notes will initially be issued in
the aggregate principal amount of $45,000,000. The Company may, without the
consent of the holders of the Series E Senior Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the Series E Senior Notes. Any additional notes having such similar terms,
together with the Series E Senior Notes, will constitute a single series of
Senior Notes under the Senior Note Indenture.
The entire principal amount of the Series E Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on January 30, 2012. The Series E Senior Notes are not subject to any sinking
fund provision. The Series E Senior Notes are available for purchase in
denominations of $1,000 and any integral multiple thereof.
Interest
Each Series E Senior Note shall bear interest at the rate of 6.00% per
annum (the "Securities Rate") from the date of original issuance, payable
quarterly in arrears on January 1, April 1, July 1 and October 1 of each year to
the person in whose name such Series E Senior Note is registered at the close of
business on the fifteenth calendar day prior to such payment date. The initial
interest payment date is April 1, 2002. The amount of interest payable will be
computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on the Series E Senior Notes is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), with the same force and effect as
if made on such date.
Ranking
The Series E Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking pari passu with all other unsecured and
unsubordinated obligations of the Company. The Series E Senior Notes will be
effectively subordinated to all secured debt of the Company, including its first
mortgage bonds, aggregating approximately $224,700,000 outstanding at September
30, 2001. See "Selected Financial Information" in this Prospectus Supplement.
The Senior Note Indenture contains no restrictions on the amount of additional
indebtedness that may be incurred by the Company.
S-3
Optional Redemption
The Company shall have the right to redeem the Series E Senior Notes, in
whole or in part, without premium, from time to time, on or after January 30,
2003, upon not less than 30 nor more than 60 days' notice, at a redemption price
(the "Redemption Price") equal to 100% of the principal amount to be redeemed
plus any accrued and unpaid interest to the date of redemption (the "Redemption
Date").
If notice of redemption is given as aforesaid, the Series E Senior Notes so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price together with any accrued interest thereon, and from and after
such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Series E Senior Notes shall cease to bear
interest. If any Series E Senior Note called for redemption shall not be paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the Securities Rate. See "Description of
the Senior Notes--Events of Default" in the accompanying Prospectus.
Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Series E
Senior Notes by tender, in the open market or by private agreement.
Events of Default
In addition to the Events of Default described under "Description of the
Senior Notes" in the accompanying Prospectus, the occurrence and continuance of
an event of default under the Insurance Agreement (as defined under "The Policy
and the Insurer") shall also constitute an Event of Default with respect to the
Series E Senior Notes. An event of default under the Insurance Agreement
includes a default by the Company on certain payment obligations thereunder,
failure by the Company in the observance of certain representations and
covenants thereunder and certain bankruptcy events of the Company.
Special Insurance Provisions of the Senior Note Indenture
Subject to the provisions of the Senior Note Indenture, so long as the
Insurer is not in default under the Policy (each as defined herein), the Insurer
shall be entitled to control and direct the enforcement of all rights and
remedies with respect to the Series E Senior Notes upon the occurrence and
continuation of an Event of Default (as defined in the Senior Note Indenture).
Book-Entry Only Issuance--The Depository Trust Company
The Depository Trust Company ("DTC") will act as the initial securities
depositary for the Series E Senior Notes. The Series E Senior Notes will be
issued only as fully registered securities registered in the name of Cede & Co.,
DTC's nominee. One or more fully registered global Series E Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of Series E Senior Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
S-4
Direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are on file
with the Securities and Exchange Commission (the "Commission").
Purchases of Series E Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series E Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series E Senior Notes ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series E Senior
Notes. Transfers of ownership interests in the Series E Senior Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Series E Senior Notes, except in the event that use
of the book-entry system for the Series E Senior Notes is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Series E Senior
Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series E Senior Notes are credited, which may or may not be
the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Redemption notices shall be sent to DTC. If less than all of the Series E
Senior Notes are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Series E Senior Notes in accordance with its
procedures.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Although voting with respect to the Series E Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Series E Senior Notes. Under its usual
procedures, DTC would mail an Omnibus Proxy to the Company as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Series E Senior
Notes are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Payments on the Series E Senior Notes will be made to DTC. DTC's practice
is to credit Direct Participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payments on such payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the account of customers registered in "street name," and will be the
responsibility of such Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to DTC is the responsibility of the Company, disbursement of such
payments to Direct Participants is the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series E Senior
Note will not be entitled to receive physical delivery of Series E Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series E Senior Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global Series E Senior Note.
S-5
DTC may discontinue providing its services as securities depositary with
respect to the Series E Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depositary is not obtained, Series E Senior Notes certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depositary) with respect to the Series E Senior Notes. In that event,
certificates for the Series E Senior Notes will be printed and delivered to the
holders of record.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
THE POLICY AND THE INSURER
The information set forth in this section has been provided by Ambac
Assurance Corporation (the "Insurer"). No representation is made by the Company
or the Underwriters as to the accuracy or completeness of any such information.
The Policy
The Insurer and the Company will enter into an insurance agreement (the
"Insurance Agreement") pursuant to which the Insurer will issue a financial
guaranty insurance policy relating to the Series E Senior Notes (the "Policy"),
the form of which is attached to this Prospectus Supplement as Appendix A. The
following summary of the terms of the Policy does not purport to be complete and
is qualified in its entirety by reference to the Policy.
The Insurer has made a commitment to issue the Policy effective as of the
date of issuance of the Series E Senior Notes. Under the terms of the Policy,
the Insurer will pay to The Bank of New York, in New York, New York, or any
successor thereto (the "Insurance Trustee") that portion of the principal of and
interest on the Series E Senior Notes which shall become Due for Payment but
shall be unpaid by reason of Nonpayment (as such terms are defined in the
Policy) by the Company. The Insurer will make such payments to the Insurance
Trustee on the later of the date on which such principal and interest becomes
Due for Payment or within one business day following the date on which the
Insurer shall have received notice of Nonpayment from the Senior Note Indenture
Trustee. The insurance will extend for the term of the Series E Senior Notes
and, once issued, cannot be canceled by the Insurer.
The Policy will insure payment only on the stated maturity date, in the
case of principal, and on interest payment dates, in the case of interest. In
the event of any acceleration of the principal of the Series E Senior Notes, the
insured payments will be made at such times and in such amounts as would have
been made had there not been an acceleration.
In the event the Senior Note Indenture Trustee has notice that any payment
of principal of or interest on a Series E Senior Note which has become Due for
Payment and which is made to a holder by or on behalf of the Company has been
deemed a preferential transfer and theretofore recovered from its registered
owner pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such registered owner
will be entitled to payment from the Insurer to the extent of such recovery if
sufficient funds are not otherwise available.
S-6
The Policy does not insure any risk other than Nonpayment, as defined in
the Policy. Specifically, the Policy does not cover:
1. payment on acceleration, as a result of a call for redemption or as a
result of any other advancement of maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or
negligence of the Senior Note Indenture Trustee.
If it becomes necessary to call upon the Policy, payment of principal
requires surrender of Series E Senior Notes to the Insurance Trustee together
with an appropriate instrument of assignment so as to permit ownership of such
Series E Senior Notes to be registered in the name of the Insurer to the extent
of the payment under the Policy. Payment of interest pursuant to the Policy
requires proof of holder entitlement to interest payments and an appropriate
assignment of the holder's right to payment to the Insurer.
Upon payment of the insurance benefits, the Insurer will become the owner
of the Series E Senior Note or the right to payment of principal or interest on
such Series E Senior Note and will be fully subrogated to the surrendering
holder's rights to payment.
The Insurer
The Insurer is a Wisconsin-domiciled stock insurance corporation regulated
by the office of the Commissioner of Insurance of the State of Wisconsin and
licensed to do business in 50 states, the District of Columbia, the Commonwealth
of Puerto Rico and Guam. The Insurer primarily insures newly issued municipal
and structured finance obligations. The Insurer is a wholly-owned subsidiary of
Ambac Financial Group, Inc. (formerly AMBAC Inc.), a 100% publicly-held company.
Moody's Investors Service, Inc. ( "Moody's "), Standard & Poor's Credit Markets
Services, a division of the McGraw-Hill Companies, Inc. ( "S&P "), and Fitch
IBCA, Inc. have each assigned a triple-A financial strength rating to the
Insurer.
The consolidated financial statements of the Insurer 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, prepared in accordance with
accounting principles generally accepted in the United States of America,
included in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which
was filed with the Commission on March 28, 2001, Commission File Number
1-10777), the unaudited consolidated financial statements of the Insurer and its
subsidiaries as of March 31, 2001 and for the periods ending March 31, 2001 and
March 31, 2000 included in the Quarterly Report on Form 10-Q of Ambac Financial
Group, Inc. (filed with the Commission on May 15, 2001); June 30, 2001 and for
the periods ending June 30, 2001 and June 30, 2000 included in the Quarterly
Report on Form 10-Q of Ambac Financial Group, Inc. (filed with the Commission on
August 10, 2001) and September 30, 2001 for the periods ending September 30,
2001 and September 30, 2000 included in the Quarterly Report on Form 10-Q of the
Ambac Financial Group, Inc. (which was filed with the Commission on November 14,
2001), and Current Reports on Form 8-K filed with the Commission on January 24,
2001, March 19, 2001, July 23, 2001, September 17, 2001, September 19, 2001 and
October 22, 2001, as it related to the Insurer, are hereby incorporated by
reference into this prospectus supplement and shall be deemed to be a part
hereof. Any statement contained in a document incorporated herein by reference
shall be modified or superseded for the purposes of this Prospectus Supplement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus Supplement.
All financial statements of the Insurer and its subsidiaries included in
documents filed by Ambac Financial Group, Inc. with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus Supplement and prior to the termination of the offering of the Series
E Senior Notes shall be deemed to be incorporated by reference into this
Prospectus Supplement and to be a part hereof from the respective dates of
filing such financial statements.
S-7
The following table sets forth the capitalization of the Insurer as of
December 31, 1999, December 31, 2000 and September 30, 2001 in conformity with
accounting principles generally accepted in the United States of America.
Ambac Assurance Corporation and Subsidiaries
Consolidated Capitalization Table
(Dollars in Millions)
December 31, December 31, September 30,
1999 2000 2001
---- ---- ----
(unaudited)
Unearned premiums...................................... $ 1,442 $ 1,556 $ 1,730
Other liabilities...................................... 524 581 954
------- ------- --------
1,966 2,137 2,684
------- ------- --------
Stockholder's equity:
Common Stock........................................ 82 82 82
Additional paid-in capital.......................... 752 760 760
Accumulated other comprehensive (loss) income....... (92) 82 135
Retained earnings................................... 1,674 2,002 2,271
------- ------- --------
Total stockholder's equity............................. 2,416 2,926 3,248
------- ------- --------
Total liabilities and stockholder's equity............. $ 4,382 $ 5,063 $ 5,932
======= ======= ========
For additional financial information concerning the Insurer, see the
audited financial statements of the Insurer incorporated by reference herein.
Copies of the financial statements of the Insurer incorporated herein by
reference and copies of the Insurer's annual statement for the year ended
December 31, 2000 prepared in accordance with statutory accounting standards are
available, without charge, from the Insurer. The address of the Insurer's
administrative offices and its telephone number are One State Street Plaza, 19th
Floor, New York, New York 10004 and (212) 668-0340.
The Insurer makes no representation regarding the Series E Senior Notes or
the advisability of investing in the Series E Senior Notes and makes no
representation regarding, nor has it participated in the preparation of, this
Prospectus Supplement other than the information supplied by the Insurer and
presented under this heading "The Policy and the Insurer" and in the financial
statements incorporated herein by reference.
RATINGS
It is anticipated that S&P and Moody's will assign the Series E Senior
Notes the ratings set forth on the cover page hereof conditioned upon the
issuance and delivery by the Insurer at the time of delivery of the Series E
Senior Notes of the Policy, insuring the timely payment of the principal of and
interest on the Series E Senior Notes. Such ratings reflect only the views of
such rating agencies, and an explanation of the significance of such ratings may
be obtained only from such rating agencies at the following addresses: Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007; Standard &
Poor's, 25 Broadway, New York, New York 10004. There is no assurance that such
ratings will remain in effect for any period of time or that they will not be
revised downward or withdrawn entirely by said rating agencies if, in their
judgment, circumstances warrant. Neither the Company nor any Underwriter has
undertaken any responsibility to oppose any proposed downward revision or
withdrawal of a rating on the Series E Senior Notes. Any such downward revision
or withdrawal of such ratings may have an adverse effect on the market price of
the Series E Senior Notes.
At present, each of such rating agencies maintains four categories of
investment grade ratings. They are for S&P--AAA, AA, A and BBB and for
Moody's--Aaa, Aa, A and Baa. S&P defines "AAA" as the highest rating assigned to
a debt obligation. Moody's defines "Aaa" as representing the best quality debt
obligation carrying the smallest degree of investment risk.
S-8
EXPERTS
The financial statements and schedules of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000,
incorporated by reference herein, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
The consolidated financial statements of the Insurer, Ambac Assurance
Corporation, as of December 31, 2000 and 1999 and for each of the years in the
three-year period ended December 31, 2000, are incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
S-9
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below and each of the Underwriters severally has agreed to
purchase the principal amount of Series E Senior Notes set forth opposite its
name below:
Principal
Amount of
Series E
Name Senior Notes
---- ------------
A.G. Edwards & Sons, Inc. ......... $37,500,000
SunTrust Capital Markets, Inc. .... $7,500,000
----------
Total........................... $45,000,000
===========
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Series E Senior Notes are
subject to, among other things, the approval of certain legal matters by their
counsel and certain other conditions. The Underwriters are obligated to take and
pay for all the Series E Senior Notes if any are taken.
The Underwriters propose initially to offer all or part of the Series E
Senior Notes to the public at the public offering price set forth on the cover
page of this prospectus supplement and to certain dealers at such price less a
concession not in excess of 1.25% of the principal amount of the Series E Senior
Notes. The Underwriters may allow, and such dealers may reallow, a discount not
in excess of 1.00% of the principal amount of the Series E Senior Notes to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
The underwriting discounts and commissions to be paid to the Underwriters
by the Company with this offering will be 2.10% per Series E Senior Note, for a
total of $945,000. In addition, the Company estimates that it will incur other
offering expenses of approximately $525,000, which includes the initial premium
for the Policy.
In order to facilitate the offering of the Series E Senior Notes, the
Underwriters or their affiliates may engage in transactions that stabilize,
maintain or otherwise affect the price of the Series E Senior Notes.
Specifically, the Underwriters or their affiliates may over-allot in connection
with this offering, creating short positions in the Series E Senior Notes for
their own account. In addition, to cover over-allotments or to stabilize the
price of the Series E Senior Notes, the Underwriters or their affiliates may bid
for, and purchase Series E Senior Notes in the open market. Finally, the
Underwriters or their affiliates may reclaim selling concessions allowed to an
underwriter or dealer for distributing Series E Senior Notes in this offering,
if the Underwriters or their affiliates repurchase previously distributed Series
E Senior Notes in transactions that cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Series E Senior Notes above independent
market levels. The Underwriters or their affiliates are not required to engage
in these activities, and may end any of these activities at any time.
Neither the Company nor any Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Series E Senior Notes. In addition,
neither the Company nor any Underwriter makes any representation that such
transactions will be engaged in or that such transactions, once commenced, will
not be discontinued without notice.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriters and their affiliates engage in transactions with and
perform services for the Company in the ordinary course of business and have
engaged, and may in the future engage, in commercial banking and/or investment
banking transactions with the Company or its affiliates.
The Series E Senior Notes will not have an established trading market when
issued. There can be no assurance of a secondary market for the Series E Senior
Notes or the continued liquidity of such market if one develops. It is not
anticipated that the Series E Senior Notes will be listed on any securities
exchange.
S-10
APPENDIX A
FORM OF POLICY
A-1
AMBAC
Ambac Ambac Assurance Corporation
Financial Guaranty Insurance Policy One State Street Plaza, 15th Floor
New York, New York 10004
Telephone: (212)668-0340
Obligor: Policy Number:
Obligations: Premium:
Ambac Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in
consideration of the premium and subject to the terms of this Policy, hereby
agrees to pay to The Bank of New York, as trustee, or its successor (the
"Insurance Trustee"), for the benefit of the Holders, that portion of the
principal of and interest on the above-described obligations (the "Obligations")
which shall become Due for Payment but shall be unpaid by reason of Nonpayment
by the Obligor.
Ambac will make such payments to the Insurance Trustee within one (1) business
day following written notification to Ambac of Nonpayment. Upon a Holder's
presentation and surrender to the Insurance Trustee of such unpaid Obligations
or related coupons, uncanceled and in bearer form and free of any adverse claim,
the Insurance Trustee will disburse to the Holder the amount of principal and
interest which is then Due for Payment but is unpaid. Upon such disbursement,
Ambac shall become the owner of the surrendered Obligations and/or coupons and
shall be fully subrogated to all of the Holders rights to payment thereon.
In cases where the Obligations are issued in registered form, the Insurance
Trustee shall disburse principal to a Holder only upon presentation and
surrender to the Insurance Trustee of the unpaid Obligation, uncanceled and free
of any adverse claim, together with an instrument of assignment, in form
satisfactory to Ambac and the Insurance Trustee duly executed by the Holder or
such Holder's duly authorized representative, so as to permit ownership of such
Obligation to be registered in the name of Ambac or its nominee. The Insurance
Trustee shall disburse interest to a Holder of a registered Obligation only upon
presentation to the Insurance Trustee of proof that the claimant is the person
entitled to the payment of interest on the Obligation and delivery to the
Insurance Trustee of an instrument of assignment, in form satisfactory to Ambac
and the Insurance Trustee, duly executed by the Holder or such Holder's duly
authorized representative, transferring to Ambac all rights under such
Obligations to receive the interest in respect of which the insurance
disbursement was made. Ambac shall be subrogated to all of the Holders' rights
to payment on registered Obligations to the extent of any insurance
disbursements so made.
In the event that a trustee or paying agent for the Obligations has notice that
any payment of principal of or interest on an Obligation which has become Due
for Payment and which is made to a Holder by or on behalf of the Obligor has
been deemed a preferential transfer and therefore recovered from the holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.
As used herein, the term "Holder" means any person other than (i) the Obligor or
(ii) any person whose obligations constitute the underlying security or source
of payment for the Obligations who, at the time of Nonpayment, is the owner of
an Obligation or of a coupon relating to an Obligation. As used herein, "Due for
Payment", when referring to the principal of Obligations, is when the scheduled
maturity date or mandatory redemption date for the application of a required
sinking fund installment has been reached and does not refer to any earlier date
on which payment is due by reason of call for redemption (other than by
application of required sinking fund installment), acceleration or other
advancement of maturity; and, when referring to interest on the Obligations, is
when the scheduled date for payment of interest has been reached. As used
herein, "Nonpayment" means the failure of the Obligor to have provided
sufficient funds to the trustee or paying agent for payment in full of all
principal of and interest on the Obligations which are Due for Payment.
This Policy is noncancelable. The premium on this Policy is not refundable for
any reason, including payment of the Obligations prior to maturity. This Policy
does not insure against loss of any prepayment or other acceleration payment
which at any time may become due in respect of any Obligation, other than at the
sole option of Ambac, nor against any risk other than Nonpayment.
In witness whereof, Ambac has caused this Policy to be affixed with a facsimile
of its corporate seal and to be signed by its duly authorized officers in
facsimile to become effective as its original seal and signatures and binding
upon Ambac by virtue of the countersignature of its duly authorized
representative.
President Secretary
(SEAL)
Effective Date: Authorized Representative
THE BANK OF NEW YORK acknowledges
that it has agreed to perform the
duties of Insurance Trustee under
this Policy.
Authorized Officer of
Insurance Trustee
TABLE OF CONTENTS
Page
Prospectus Supplement
The Company...................................... S-2
Selected Financial Information................... S-2
Use of Proceeds.................................. S-2
Recent Results of Operations..................... S-3
Description of the Series E Senior Notes......... S-3
The Policy and the Insurer....................... S-6
Ratings.......................................... S-8
Experts.......................................... S-9
Underwriting..................................... S-10
Appendix A-- Form of Policy...................... A-1
Prospectus
About this Prospectus............................ 2
Available Information............................ 2
Incorporation of Certain Documents by
Reference..................................... 2
Selected Information............................. 4
Gulf Power Company............................... 5
The Trusts....................................... 5
Accounting Treatment of Trusts................... 6
Use of Proceeds.................................. 6
Description of the Senior Notes.................. 6
Description of the Junior Subordinated Notes..... 10
Description of the Preferred Securities.......... 15
Description of the Guarantees.................... 16
Relationship Among the Preferred Securities,
the Junior Subordinated Notes and the
Guarantees.................................... 18
Plan of Distribution............................. 19
Legal Matters.................................... 20
Experts.......................................... 20
$45,000,000
LOGO
Series E 6.00% Senior Notes due January 30, 2012
PROSPECTUS SUPPLEMENT
A.G. Edwards & Sons, Inc.
SunTrust Robinson Humphrey
January 18, 2002