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
GULF POWER CAPITAL TRUST II
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(Exact name of registrant as specified in its charter)
DELAWARE 52-6841521
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(State of incorporation or organization) (IRS Employer Identification No.)
500 Bayfront Parkway, Pensacola, Florida 32501
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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
7.00% Cumulative Quarterly Income Preferred Securities New York Stock Exchange
(Liquidation amount $25 per Preferred Security)
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 7.00% Cumulative Quarterly
Income Preferred Securities (Liquidation amount $25 per Preferred Security) (the
"Preferred Securities") of Gulf Power Capital Trust II, a Delaware business
trust. A description of the Preferred Securities is contained in the
Registration Statement on Form S-3 of Gulf Power Company, Gulf Power Capital
Trust II and Gulf Power Capital Trust III, Registration Nos. 333-42033,
333-42033-01 and 333-42033-02, 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 Gulf Power Company and Gulf
Power Capital Trust II 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, filed by Gulf Power Company and Gulf
Power Capital Trust II (Registration Nos. 333-42033, 333-42033-01 and
333-42033-02) (incorporated herein by reference).
4(a) Certificate of Trust of Gulf Power Capital Trust II (designated in
Registration No. 333-19271 as Exhibit 4.3-B and incorporated herein by
reference).
4(b) Form of Amended and Restated Trust Agreement of Gulf Power Capital Trust II
(designated in Registration No. 333-19271 as Exhibit 4.5-B and incorporated
herein by reference).
4(c) Subordinated Note Indenture between Gulf Power Company and The Chase
Manhattan Bank, as trustee (designated in Gulf Power Company's Current
Report on Form 8-K dated January 27, 1997 as Exhibit 4.1 and incorporated
herein by reference).
4(d) Form of Supplemental Indenture to Subordinated Note Indenture (designated
in Registration No. 333-19271 as Exhibit 4.2-A and incorporated herein by
reference).
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4(e) Form of Guarantee relating to Gulf Power Capital Trust II with respect to
the Preferred Securities (designated in Registration No. 333-19271 as
Exhibit 4.8-B 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 14, 1998 GULF POWER CAPITAL TRUST II
By GULF POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
