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 13, 1998
GULF POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Maine 0-2729 59-0276810
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(State or other jurisdiction (Commission File IRS Employer Identification
of incorporation) Number) No.)
500 Bayfront Parkway, Pensacola, Florida 32501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (850) 444-6000
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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 January 13, 1998, Gulf Power Company (the "Company") and Gulf
Power Capital Trust II (the "Trust") entered into an Underwriting Agreement
covering the issue and sale by the Trust of 1,800,000 7.00% Cumulative Quarterly
Income 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. 333-42033, 333-42033-01 and 333-42033-02) of the Company and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated January 13, 1998, among the Company,
the Trust and Goldman, Sachs & Co.
4.2 Third Supplemental Indenture dated as of January 1, 1998,
providing for the issuance of the Company's Series C 7.00% Junior
Subordinated Notes due December 31, 2037.
4.5 Amended and Restated Trust Agreement of Gulf Power Capital Trust
II.
4.6 Form of Preferred Security of Gulf Power Capital Trust II
(included in Exhibit 4.5 above).
4.7 Form of Series C 7.00% Junior Subordinated Note (included in
Exhibit 4.2 above).
4.8 Guarantee Agreement relating to Gulf Power Capital Trust II.
4.9 Agreement as to Expenses and Liabilities relating to Gulf Power
Capital Trust II (included in Exhibit 4.5 above).
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: January 20, 1998 GULF POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary