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) June 24, 2005
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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001-11229 Mississippi Power Company 64-0205820
(A Mississippi Corporation)
2992 West Beach
Gulfport, Mississippi 39501
(228) 864-1211
The address of the registrant has not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
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On June 30, 2005, the first mortgage bond indenture of
Mississippi Power Company (the "Company") was defeased by paying to Deutsche
Bank Trust Company Americas, the Trustee, an amount representing the last
outstanding obligations on the Company's first mortgage bonds. As a result of
the defeasance, there are no longer any first mortgage bond liens on the
Company's property and the Company no longer has to comply with the covenants
and restrictions of the first mortgage bond indenture.
Item 8.01. Other Events.
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On June 24, 2005, the Company entered into an Underwriting
Agreement covering the issue and sale of $30,000,000 aggregate principal amount
of its Series G 5.40% Senior Notes due July 1, 2035 (the "Series G Senior
Notes"). The Series G Senior 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 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1.3 Underwriting Agreement relating to the Series G
Senior Notes, dated June 24, 2005, between the
Company and Banc of America Securities LLC, as the
Underwriter.
4.2 Seventh Supplemental Indenture to Senior Note
Indenture dated as of June 30, 2005, providing for
the issuance of the Series G Senior Notes.
4.12 Form of Series G Senior Notes (included in Exhibit
4.2 above).
4.16 Supplemental Indenture to First Mortgage Bond
Indenture dated as of June 30, 2005 between the
Company and Deutsche Bank Trust Company Americas,
as trustee.
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: June 30, 2005 MISSISSIPPI POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary