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) January 18, 2002
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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 January 18, 2002, Gulf Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$45,000,000 aggregate principal amount of its Series E 6.00% Senior Notes due
January 30, 2012 (the "Series E 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 March 31, 2001 and for the
periods ended March 31, 2001 and March 31, 2000, included in the Quarterly
Report on Form 10-Q of Ambac Financial Group, Inc. for the period ended March
31, 2001 (which was filed with the Securities and Exchange Commission on May 15,
2001); 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); September 30, 2001 and for the periods ended
September 30, 2001 and September 30, 2000, included in the Quarterly Report on
Form 10-Q of Ambac Financial Group, Inc. for the period ended September 30, 2001
(which was filed with the Securities and Exchange Commission on November 14,
2001), and Current Reports on Form 8-K filed with the Securities and Exchange
Commission on January 24, 2001, March 19, 2001, March 19, 2001, July 23, 2001,
September 17, 2001, September 19, 2001, October 22, 2001 and December 4, 2001,
as it related to Ambac Assurance Corporation, 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 January 18, 2002, among the
Company and A.G. Edwards & Sons, Inc. and SunTrust Capital
Markets, Inc., as the Underwriters.
4.2 Fifth Supplemental Indenture to Senior Note Indenture dated
as of January 30, 2002, providing for the issuance of the
Company's Series E 6.00% Senior Notes due January 30, 2012.
4.9 Form of Series E 6.00% Senior Note due January 30, 2012.
(included in Exhibit 4.2 above).
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: January 30, 2002 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary