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 001-11229 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 1,200,000 Depositary
Shares, each representing one-fourth of a share of 5.25% Series Preferred Stock,
Cumulative, Par Value $100 Per Share. Said Depositary Shares and the underlying
5.25% Series Preferred Stock 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 the Depositary Shares,
dated March 3, 2004, among the Company and Goldman, Sachs & Co.,
J.P. Morgan Securities Inc. and Lehman Brothers Inc., as the
Underwriters.
4.6 Amendment to articles of incorporation of the Company, filed in
the office of the Secretary of State of Mississippi on April 2,
2004, which includes resolutions of the Board of Directors of the
Company establishing the 5.25% Series Preferred Stock.
4.7 Deposit Agreement, dated as of April 1, 2004, among the Company,
SunTrust Bank, as Depositary, and the holders of the Depositary
Receipts to be issued thereunder.
5.1 Opinion of Balch & Bingham LLP.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges plus preferred
dividend requirements.
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: April 7, 2004 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary