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 3, 2004
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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 March 3, 2004, Mississippi Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale of $40,000,000
aggregate principal amount of its Series F Floating Rate Senior Notes due March
9, 2009 (the "Series F Senior Notes"). Said Notes were registered under the
Securities Act of 1933, as amended, pursuant to the shelf registration statement
(Registration Statement Nos. 333-108156, 333-108156-01 and 333-108156-02) of the
Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement for the purchase of
$40,000,000 aggregate principal amount of the Series
F Senior Notes, dated March 3, 2004, between the
Company and J.P. Morgan Securities Inc., as the
Underwriter.
4.2 Sixth Supplemental Indenture to Senior Note Indenture
dated as of March 9, 2004, providing for the issuance
of the Series F Senior Notes.
4.9 Form of Series F Senior Notes (included in Exhibit
4.2 above).
5.1 Opinion of Troutman Sanders LLP.
12.1 Computation of ratio of earnings to fixed charges.
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: March 9, 2004 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary