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
MISSISSIPPI POWER CAPITAL TRUST I
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(Exact name of registrant as specified in its charter)
DELAWARE Applied For
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(State of incorporation or organization) (IRS Employer Identification No.)
2992 West Beach, Gulfport, Mississippi 39501
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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
7.75% Trust Originated 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 7.75% Trust Originated
Preferred Securities (Liquidation amount $25 per Preferred Security) (the
"Preferred Securities") of Mississippi Power Capital Trust I, a Delaware
business trust ("Mississippi Power Capital"). A description of the Preferred
Securities is contained in the Registration Statement on Form S-3, as amended,
of Mississippi Power Company and Mississippi Power Capital, Registration Nos.
333-20469, 333-20469-01 and 333-20469-02, 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 Mississippi
Power Company and Mississippi 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 Mississippi
Power Company and Mississippi Power Capital (Registration Nos.
333-20469, 333-20469-01 and 333-20469-02) (the "Registration
Statement") (incorporated herein by reference).
4(a) Certificate of Trust of Mississippi 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 Mississippi 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 Mississippi Power Company
and Bankers Trust Company, 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-A and
incorporated herein by reference).
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4(e) Form of Guarantee Agreement of Mississippi 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 February 24, 1997 MISSISSIPPI POWER CAPITAL TRUST I
By MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
