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 22, 2000
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MISSISSIPPI POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Mississippi 0-6849 64-0205820
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
2992 West Beach, Gulfport, Mississippi 39501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (228) 864-1211
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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 22, 2000, Mississippi Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale of
$100,000,000 aggregate principal amount of its Series C Floating Rate Senior
Notes due March 28, 2002. Said Notes were registered under the Securities Act of
1933, as amended, pursuant to the shelf registration statement (Registration
Statement Nos. 333-45069, 333-45069-01 and 333-45069-02) of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1 Underwriting Agreementfor the purchase of
$100,000,000 aggregate principal amount of Series
C Floating Rate Senior Notes due March 28, 2002,
dated March 22, 2000, between the Company and
Salomon Smith Barney Inc.
4.2 Third Supplemental Indenture to Senior Note
Indenture dated as of March 28, 2000, providing
for the issuance of the Company's Series C
Floating Rate Senior Notes due March 28, 2002.
4.9 Form of Series C Floating Rate Senior Note (included in
Exhibit 4.2 above).
12 Computation of ratio of earnings to fixed charges.
23.2 Consent of Eaton and Cottrell, P.A.
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: March 28, 2000 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary