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 15, 2002
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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.)
2
Item 5. Other Events.
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On March 15, 2002, Mississippi Power Company (the "Company") and
Mississippi Power Capital Trust II (the "Trust") entered into an Underwriting
Agreement covering the issue and sale by the Trust of 1,400,000 7.20% Trust
Originated 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. 333-45069, 333-45069-01 and 333-45069-02) of the Company and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1 Underwriting Agreement, dated March 15, 2002, among the
Company, the Trust and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and SunTrust Capital Markets, Inc. as the
Underwriters.
4.2 Second Supplemental Indenture dated as of March 22, 2002,
providing for the issuance of the Company's Series B 7.20%
Junior Subordinated Notes due December 30, 2041.
4.5 Amended and Restated Trust Agreement of Mississippi Power
Capital Trust II.
4.6 Form of Preferred Security of Mississippi Power Capital
Trust II (included in Exhibit 4.5 above).
4.7 Form of Series B 7.20% Junior Subordinated Note due December
30, 2041 (included in Exhibit 4.2 above).
4.8 Guarantee Agreement relating to Mississippi Power Capital
Trust II.
4.9 Agreement as to Expenses and Liabilities relating
to Mississippi Power Capital Trust II (included in
Exhibit 4.5 above).
8 Tax Opinion of Troutman Sanders LLP.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges plus
preferred dividend requirement.
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 22, 2002 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary