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) March 21, 2003
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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 March 21, 2003, Gulf Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$65,000,000 aggregate principal amount of its Series F 5.60% Senior Insured
Quarterly Notes due April 1, 2033 (the "Series F 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. Incorporation of
Certain Documents by Reference
Pursuant to Rule 411 of Regulation C under the Securities Act,
and in reliance on XL Capital Assurance Inc. and XL Financial Assurance Ltd, SEC
No-Action Letter (September 6, 1996), the Company does hereby incorporate by
reference the consolidated financial statements of XL Capital Assurance Inc. and
XL Financial Assurance Ltd as of December 31, 2001 and December 31, 2000, and
for each of the three years in the period ended December 31, 2001, included in
the Annual Report on Form 10-K of XL Capital Ltd into (i) this Current Report on
Form 8-K; (ii) the Company's Registration Statement on Form S-3 (File Nos.
333-599942, 333-599942-01 and 333-599942-02) and (iii) the prospectus supplement
dated March 21, 2003 relating to the Series F 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 XL Capital Assurance Inc., insurer of the
Series F Senior Notes, to the use of its name in such prospectus supplement. The
consent of PricewaterhouseCoopers LLP is filed herewith as Exhibit 23.2.
Also, in connection with the incorporation of such documents by
reference, the Company is hereby filing the consent of PricewaterhouseCoopers,
independent accountants for XL Financial Assurance Ltd, to the use of its name
in such prospectus supplement. The consent of PricewaterhouseCoopers is filed
herewith as Exhibit 23.3.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1 Underwriting Agreement, dated March 21, 2003, among the
Company and Edward D. Jones & Co., L.P. and Goldman,
Sachs & Co., as the Underwriters.
4.2 Sixth Supplemental Indenture to Senior Note
Indenture dated as of March 26, 2003, providing
for the issuance of the Company's Series F 5.60%
Senior Insured Quarterly Notes due April 1, 2033.
4.9 Form of Series F 5.60% Senior Insured Quarterly Note due
April 1, 2033. (included in Exhibit 4.2 above).
5.1 Opinion of Troutman Sanders LLP.
12.1 Computation of ratio of earnings to fixed charges.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of PricewaterhouseCoopers.
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: March 26, 2003 GULF POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary