FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALABAMA POWER CAPITAL TRUST II
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(Exact name of registrant as specified in its charter)
DELAWARE 51-6507052
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(State of incorporation or organization) (IRS Employer Identification No.)
600 North 18th Street, Birmingham, Alabama 35291
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be so registered
7.60% Trust Originated Preferred Securities New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 7.60% Trust Originated
Preferred Securities (the "Preferred Securities"), of Alabama Power Capital
Trust II, a Delaware business trust ("Alabama Power Capital"). A description of
the Preferred Securities is contained in the Registration Statement on Form S-3,
of Alabama Power Company and Alabama Power Capital, Registration Nos. 333-17333,
333-17333-01, 333-17333-02, and 333-17333-03, filed pursuant to the Securities
Act of 1933, as amended (the "Securities Act"). Such description is incorporated
herein by this reference. A description of the Preferred Securities will also be
included in a form of prospectus supplement subsequently filed by Alabama Power
Company and Alabama Power Capital pursuant to Rule 424(b) under the Securities
Act. Such prospectus supplement shall be deemed to be incorporated by reference
herein.
Item 2. Exhibits.
Exhibit
Number
1 Registration Statement on Form S-3, as amended, filed
by Alabama Power Company and Alabama Power Capital
(Registration Nos. 333-17333, 333-17333-01,
333-17333-02 and 333-17333-03) (the "Registration
Statement") (incorporated herein by reference).
4(a) Certificate of Trust of Alabama Power Capital
(designated in the Registration Statement as Exhibit
4.3-A and incorporated herein by reference).
4(b) Form of Amended and Restated Trust Agreement of Alabama
Power Capital (designated in the Registration Statement
as Exhibit 4.5-A and incorporated herein by reference).
4(c) Form of Subordinated Note Indenture between Alabama
Power Company and The Chase Manhattan Bank, as trustee
(designated in the Registration Statement as Exhibit
4.1 and incorporated herein by reference).
4(d) Form of Supplemental Indenture to Subordinated Note
Indenture (designated in the Registration Statement as
Exhibit 4.2 and incorporated herein by reference).
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4(e) Form of Guarantee Agreement of Alabama Power Company
with respect to the Preferred Securities (designated in
the Registration Statement as Exhibit 4.8-A and
incorporated herein by reference).
Exhibits heretofore filed with the Securities and Exchange
Commission and designated as set forth above are hereby incorporated herein by
reference and made a part hereof with the same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned thereunto duly authorized.
Dated January 10, 1997 ALABAMA POWER CAPITAL TRUST II
By ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
