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) November 13, 2006
------------------------------
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ------------------------------------ -------------------
333-98553 Southern Power Company 58-2598670
(A Delaware Corporation)
30 Ivan Allen Jr. Boulevard, N.W.
Atlanta, Georgia 30308
(404) 506-5000
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 8.01. Other Events.
On November 13, 2006, Southern Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $200,000,000 aggregate principal amount of its Series E 6.375% Senior
Notes due November 15, 2036 (the "Series E Senior Notes"). The Series E Senior
Notes were registered under the Securities Act of 1933, as amended, pursuant to
the shelf registration statement (Registration No. 333-134219) of the Company.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated November 13, 2006
relating to the Series E Senior Notes among the
Company and Citigroup Global Markets Inc. and
Lehman Brothers Inc., as representatives of the
several Underwriters named in Schedule I to the
Underwriting Agreement.
4.2 Third Supplemental Indenture to Senior Note
Indenture dated as of November 21, 2006, providing
for the issuance of the Series E Senior Notes.
4.7 Form of Series E Senior Note (included in Exhibit 4.2
above).
5.1 Opinion of Balch & Bingham LLP relating to the Series E
Senior Notes.
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: November 21, 2006 SOUTHERN POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
- 2 -