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) October 20, 2005
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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))
Item 1.01. Entry Into a Material Definitive Agreement.
On October 20, 2005, Mississippi Power Company ("Mississippi Power")
entered into a Credit Agreement dated as of October 20, 2005 by and among
Mississippi Power and the Lenders (as defined therein) (the "Agreement"). The
Agreement is an unsecured $225,000,000 three-year revolving credit agreement.
Mississippi Power borrowed $10,000,000 under the Agreement on October 20, 2005
and $40,000,000 under the Agreement on October 24, 2005. The Agreement is
available for the general corporate purposes of Mississippi Power (including,
without limitation, to provide liquidity support for commercial paper issued by
Mississippi Power and for expenditures related to Hurricane Katrina). The
Agreement expires on October 20, 2008.
The Agreement includes representations and warranties, covenants and
events of default, including a requirement that Mississippi Power maintain the
ratio of Indebtedness (as defined in the Agreement) to Capitalization (as
defined in the Agreement) at .65 to 1.0 or less. The Agreement also includes
limitations on liens, consolidations, mergers and sale of all or substantially
all of Mississippi Power's assets. Loans under the Agreement bear interest at
(i) the Adjusted Eurodollar Rate (as defined in the Agreement) or (ii) the Base
Rate (as defined in the Agreement). Amounts outstanding under the Agreement may
be accelerated and become due and payable upon an event of default and
expiration of any applicable cure periods. Events of default include: (i)
nonpayment of obligations under the applicable Agreement, (ii) failure to
perform any covenant or agreement in the applicable Agreement, (iii) material
misrepresentations, (iv) failure to pay, or certain other defaults under,
certain other indebtedness, (v) certain bankruptcy or insolvency events, (vi)
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material unpaid judgments, (vii) a change of control and (viii) customary ERISA
defaults.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement.
The information set forth above under Item 1.01 is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit Agreement, dated as of October 20, 2005, by and among
Mississippi Power Company and the Lenders named therein.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 26, 2005 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
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Wayne Boston
Assistant Secretary