CERTIFICATE OF NOTIFICATION
Filed by
GULF POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated December 15,
1994, January 17, 1996, August 26, 1996, January 14, 1997 and January 29, 1997
in the matter of File No. 70-8461.
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Gulf Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows with respect to the transactions described
particularly in Amendment No. 11 (Post-Effective No. 8) herein:
1. On January 31, 1997, the issuance and sale by Gulf Power Capital
Trust I , a Delaware statutory business trust (the "Trust"), of 1,600,000 of its
7.625% Trust Preferred Securities (Liquidation amount $25 per Preferred
Security) and all transactions relating thereto were carried out in accordance
with the terms and conditions of and for the purposes represented by the
application, as amended, and of said orders with respect thereto.
2. The issuance by the Company of $41,237,125 aggregate principal
amount of its Series A 7.625% Junior Subordinated Notes (the "Junior
Subordinated Notes") due December 31, 2036, pursuant to the Supplemental
Indenture dated as of January 1, 1997, supplementing the Subordinated Note
Indenture dated as of January 1, 1997, between the Company and The Chase
Manhattan Bank, as Trustee, was carried out in accordance with the terms and
conditions of and for the purposes represented by the application, as amended,
and of said orders with respect thereto.
3. The execution by the Company of the Guarantee Agreement, dated as of
January 1, 1997, providing for the guarantee by the Company of certain
obligations of the Trust in respect of the Trust Preferred Securities was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
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4. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with
respect to the Trust Preferred Securities,
dated January 27, 1997, and accompanying
prospectus dated January 10, 1997. (Filed
electronically January 29, 1997, in File
Nos. 333-19271, 333-19271-01, and
333-19271-02.)
Exhibit B - Underwriting Agreement dated January 27,
1997. (Designated in Form 8-K dated January 27, 1997,
as Exhibit 1.)
Exhibit C - Amended and Restated
Trust Agreement dated as of January 1, 1997.
(Designated in Form 8-K dated January 27, 1997,
as Exhibit 4.5.)
Exhibit D - Subordinated Note Indenture dated as of
January 1, 1997, between the Company and The Chase
Manhattan Bank, as trustee. (Designated in
Form 8-K dated January 27, 1997, as Exhibit 4.1.)
Exhibit E - Supplemental Indenture to the Subordinated Note
Indenture dated as of January 1, 1997, between the
Company and The Chase Manhattan Bank, as trustee.
(Designated in Form 8-K dated January 27, 1997,
as Exhibit 4.2.)
Exhibit F - Guarantee Agreement, dated as of January 1, 1997, with
respect to Trust Preferred Securities. (Designated in
Form 8-K dated January 27, 1997, as Exhibit 4.8.)
Exhibit G - Opinion of Beggs & Lane dated February 10, 1997.
Dated February 10, 1997 GULF POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
February 10, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Gulf Power Company
(herein call the "Company") et al.
File No. 70-8461
Ladies and Gentlemen:
We have read the statement on Form U-1, as amended, referred to above and are
furnishing this opinion with respect to the issuance and sale by Gulf Power
Capital Trust I (the "Trust") of its Trust Preferred Securities and the related
issuance by the Company of its Guarantee and Junior Subordinated Notes (all as
defined therein).
We are of the opinion that:
(a) the Company is validly organized and duly existing as a corporation
under the laws of the State of Maine and is duly admitted to do
business under the laws of the States of Florida, Georgia and
Mississippi;
(b) the subject transactions have been consummated in accordance with such
statement on Form U-1, as amended;
(c) all state laws applicable to such transactions have been complied with;
(d) the Company's obligations with respect to the Guarantee and the Junior
Subordinated Notes are valid and binding obligations of the Company
in accordance with their terms; and
(e) the consummation of the transactions did not violate the legal rights
of the holders of any securities issued by the Company or any
associate company thereof.
We hereby give our written consent to the use of this opinion in connection with
the above-mentioned statement on Form U-1, as amended, and to the filing thereof
with the Commission at the time of the filing by the Company of its certificate
pursuant to Rule 24.
Very truly yours,
/s/ Beggs & Lane
Beggs & Lane
