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 28, 2006
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ----------------------------------- ------------------
0-2429 Gulf Power Company 59-0276810
(A Florida Corporation)
One Energy Place
Pensacola, Florida 32520
(850) 444-6111
The address of the registrant has not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 28, 2006, Gulf Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$110,000,000 aggregate principal amount of its Series M 5.300% Senior Notes due
December 1, 2016 (the "Series M Senior Notes"). The Series M Senior Notes were
registered under the Securities Act of 1933, as amended, pursuant to the shelf
registration statement (Registration Nos. 333-138480, 333-138480-01 and
333-138480-02) of the Company.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated November 28, 2006 relating
to the Series M Senior Notes among the Company and
Barclays Capital Inc. and Goldman, Sachs & Co.
4.2 Thirteenth Supplemental Indenture to Senior Note
Indenture dated as of December 6, 2006, providing
for the issuance of the Series M Senior Notes.
4.13 Form of Series M Senior Note (included in Exhibit 4.2
above).
5.2 Opinion of Troutman Sanders LLP relating to the Series M
Senior Notes.
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: December 6, 2006 GULF POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary