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) February 20, 1997
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 (601) 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 February 20, 1997, Mississippi Power Company (the "Company")
and Mississippi Power Capital Trust I (the "Trust") entered into an Underwriting
Agreement covering the issue and sale by the Trust of 1,400,000 7.75% 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. 333-20469, 333-20469-01 and 333-20469-02) of the Company and the Trust.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated February 20, 1997, among the
Company, the Trust and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.1 Subordinated Note Indenture dated as of February 1, 1997, between
the Company and Bankers Trust Company, as Trustee.
4.2 Supplemental Indenture dated as of February 1, 1997, providing
for the issuance of the Company's Series A 7.75% Junior
Subordinated Notes due February 15, 2037.
4.5 Amended and Restated Trust Agreement of Mississippi Power Capital
Trust I.
4.6 Form of Preferred Security of Mississippi Power Capital Trust I
(included in Exhibit 4.5 above).
4.7 Form of Series A 7.75% Junior Subordinated Note (included in
Exhibit 4.2 above).
4.8 Guarantee relating to Mississippi Power Capital Trust I.
4.9 Agreement as to Expenses and Liabilities relating to Mississippi
Power Capital Trust I (included in Exhibit 4.5 above).
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: February 26, 1997 MISSISSIPPI POWER COMPANY
/s/ Wayne Boston
By Wayne Boston
Assistant Secretary