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) April 24, 2003
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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.
On April 24, 2003, Mississippi Power Company (the "Company") entered into
an Underwriting Agreement covering the issue and sale of $90,000,000 aggregate
principal amount of its Series E 5 5/8% Senior Notes due May 1, 2033 (the
"Series E Senior Notes"). 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.
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, 2002 and December 31, 2001, and
for each of the three years in the period ended December 31, 2002, 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.
333-45069, 333-45069-01 and 333-45069-02) and (iii) the prospectus supplement
dated April 24, 2003 relating to the Series E 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 E Senior Notes. 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.. The consent of
PricewaterhouseCoopers is filed herewith as Exhibit 23.3.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement for the purchase of $90,000,000
aggregate principal amount of Series E 5 5/8% Senior
Notes due May 1, 2033, dated April 24, 2003, among the
Company and the Underwriters named in Schedule I
thereto.
4.2 Fifth Supplemental Indenture to Senior Note Indenture
dated as of April 29, 2003, providing for the issuance
of the Company's Series E 5 5/8% Senior Notes due May
1, 2033.
4.9 Form of Series E 5 5/8% Senior Notes due May 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 thereunto duly authorized.
Date: April 29, 2003 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary