File Pursuant to Rule 424(b)(5)
Registration Nos. 333-53299
333-53299-01
333-53299-02
333-53299-03
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 30, 1998
RATINGS:
STANDARD & POOR'S: "AAA"
MOODY'S: "AAA"
(SEE "RATINGS" HEREIN)
$100,000,000
(ALABAMA POWER LOGO)
SERIES F 6.375% SENIOR INSURED QUARTERLY NOTES DUE SEPTEMBER 30, 2018
(IQ NOTES(SM*))
---------------------
Interest on the Series F 6.375% Senior Insured Quarterly Notes due September
30, 2018 (the "Series F Senior Notes") at the rate of 6.375% per annum (the
"Securities Rate") will be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year (each, an "Interest Payment Date"),
commencing December 31, 1998. The Series F Senior Notes will be redeemable at
100% of the principal amount redeemed plus accrued interest to the redemption
date at the option of Alabama Power Company (the "Company") in whole or in part
on or after September 24, 2002. In addition, at the option of any deceased
Beneficial Owner's Representative (each as defined herein), interests in the
Series F Senior Notes are redeemable at 100% of their principal amount, plus
accrued interest, subject to certain limitations. See "Description of the Series
F Senior Notes -- Limited Right of Redemption upon Death of Beneficial Owner."
The Series F Senior Notes will be available for purchase in denominations of
$1,000 and any integral multiple thereof.
The Series F Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking pari passu with all other unsecured and
unsubordinated obligations of the Company. The Series F Senior Notes will be
effectively subordinated to all secured debt of the Company, including its first
mortgage bonds, aggregating approximately $2,236,000,000 outstanding at June 30,
1998. The Senior Note Indenture contains no restrictions on the amount of
additional indebtedness that may be incurred by the Company.
Payment of the principal of and interest on the Series F Senior Notes when
due will be insured by a financial guaranty insurance policy (the "Policy") to
be issued by MBIA Insurance Corporation (the "Insurer") simultaneously with the
delivery of the Series F Senior Notes.
MBIA
The Series F Senior Notes initially will be represented by a global
certificate or certificates registered in the name of The Depository Trust
Company ("DTC") or its nominee. Beneficial interests in the Series F Senior
Notes will be shown on, and transfers thereof will be effected only through,
records maintained by Participants (as defined herein) in DTC. Except as
described herein, Series F Senior Notes in certificated form will not be issued
in exchange for the global certificates. See "Description of the Series F Senior
Notes -- Book-Entry Only Issuance -- The Depository Trust Company."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------
The Underwriters have severally proposed to offer the Series F Senior Notes
from time to time for sale in negotiated transactions, or otherwise, at varying
prices to be determined at the time of each sale. The Underwriters have
severally agreed to purchase the Series F Senior Notes from the Company at
97.50% of their principal amount ($97,500,000 aggregate proceeds to the Company,
before deducting expenses payable by the Company estimated at $820,000,
including premium on the Policy), subject to the terms and conditions set forth
in the Underwriting Agreement.
---------------------
The Series F Senior Notes are offered by the Underwriters, as named herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that delivery of the Series F
Senior Notes will be made in book-entry form only through the facilities of DTC
in New York, New York on or about September 24, 1998 against payment therefor in
immediately available funds.
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* IQ Notes is a service mark of Edward D. Jones & Co., L.P.
GOLDMAN, SACHS & CO. EDWARD D. JONES & CO., L.P.
---------------------
The date of this Prospectus Supplement is September 16, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES F SENIOR NOTES OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT AND SHORT-COVERING TRANSACTIONS IN THE SERIES F
SENIOR NOTES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
SUMMARY OF OFFERING
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Capitalized terms not otherwise defined shall have
the meanings assigned in the Glossary.
The Company................ The Company is a corporation organized under the
laws of the State of Alabama on November 10, 1927,
by the consolidation of a predecessor Alabama Power
Company, Gulf Electric Company and Houston Power
Company. The Company has its principal office at
600 North 18th Street, Birmingham, Alabama 35291,
telephone (205) 257-1000. The Company is a wholly
owned subsidiary of The Southern Company.
The Company is a regulated public utility engaged
in the generation, transmission, distribution and
sale of electric energy within an approximately
44,500 square mile service area comprising most of
the State of Alabama.
Series F Senior Notes
Offered.................... The Company is offering $100,000,000 aggregate
principal amount of its Series F Senior Notes.
Interest on the Series F Senior Notes will be
payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year,
commencing on December 31, 1998.
Record Date................ The regular record date for each Interest Payment
Date will be the close of business on the 15th
calendar day prior to such Interest Payment Date.
Ranking.................... The Series F Senior Notes will be direct, unsecured
and unsubordinated obligations of the Company
ranking pari passu with all other unsecured and
unsubordinated obligations of the Company. The
Series F Senior Notes will be effectively
subordinated to all secured debt of the Company,
including its first mortgage bonds, aggregating
approximately $2,236,000,000 outstanding at June
30, 1998. The Senior Note Indenture contains no
restrictions on the amount of additional
indebtedness that may be incurred by the Company.
Company's Optional
Redemption............... The Series F Senior Notes will be redeemable by the
Company (in whole or in part), from time to time on
or after September 24, 2002, at 100% of the
principal amount to be redeemed plus accrued
interest to the redemption date. See "Description
of the Series F Senior Notes -- Optional
Redemption" herein.
Beneficial Owner's
Redemption Privilege....... At the option of any deceased Beneficial Owner's
Representative, interests in the Series F Senior
Notes are redeemable at 100% of their principal
amount, plus accrued interest, subject to the
maximum principal amounts of $25,000 per deceased
Beneficial Owner and $2,000,000 in the aggregate
for all deceased Beneficial Owners
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<PAGE>
during the initial period ending October 1, 1999
and during each twelve-month period thereafter. See
"Description of the Series F Senior
Notes -- Limited Right of Redemption upon Death of
Beneficial Owner."
Insurance.................. Payment of the principal of and interest on the
Series F Senior Notes when due will be insured by
the Policy to be issued by the Insurer
simultaneously with the delivery of the Series F
Senior Notes. See "The Policy" and "The Insurer."
CAPITALIZATION
The following table sets forth the capitalization of the Company as of June
30, 1998, and as adjusted to reflect the transactions described in note (1)
below. The following data is qualified in its entirety by reference to and,
therefore, should be read together with the detailed information and financial
statements appearing in the documents incorporated herein by reference. See also
"Selected Information" in the accompanying Prospectus.
<TABLE>
<CAPTION>
AS OF JUNE 30, 1998
-------------------------------
ACTUAL AS ADJUSTED(1)
---------- ------------------
(THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C>
Common Stock Equity....................................... $2,758,372 $2,758,372 43.9%
Cumulative Preferred Stock................................ 255,512 367,512 5.9
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trusts Holding Company Junior
Subordinated Notes...................................... 297,000 297,000 4.7
Senior Notes.............................................. 583,800 1,008,800 16.1
Other Long-Term Debt...................................... 2,145,630 1,848,022 29.4
---------- ---------- -----
Total, excluding amounts due within one year.... $6,040,314 $6,279,706 100.0%
========== ========== =====
</TABLE>
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(1) Reflects (i) the issuance in August 1998 of $225,000,000 aggregate principal
amount of Series D 6.50% Senior Insured Quarterly Notes due September 30,
2018; (ii) the issuance in August 1998 of 8,000,000 shares ($200,000,000
aggregate stated capital) of Class A Preferred Stock; (iii) the proposed
issuance in September 1998 of $100,000,000 aggregate principal amount of
Series E 6.25% Senior Notes due September 30, 2010; (iv) the proposed
redemption in September 1998 of the outstanding $198,000,000 aggregate
principal amount of First Mortgage Bonds, 8 1/2% Series due May 1, 2022; (v)
the proposed redemption in October 1998 of the outstanding $99,608,000
aggregate principal amount of First Mortgage Bonds, 8.30% Series due July 1,
2022; (vi) the proposed redemption in October 1998 of the outstanding
1,520,000 shares ($38,000,000 aggregate stated capital) of 6.80% Preferred
Stock; (vii) the proposed redemption in November 1998 of 2,000,000 shares
($50,000,000 aggregate stated value) of 6.40% Class A Preferred Stock; and
(viii) the issuance of the Series F Senior Notes.
USE OF PROCEEDS
The proceeds from the sale of the Series F Senior Notes together with other
funds of the Company will be applied by the Company to redeem in October 1998
the $99,608,000 outstanding principal amount of its First Mortgage Bonds, 8.30%
Series due July 1, 2022. Such redemption is subject to the Company's closing the
sale of the Series F Senior Notes.
RECENT RESULTS OF OPERATIONS
For the twelve months ended June 30, 1998, "Operating Revenues," "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $3,296,000,000, $723,400,000 and $415,786,000, respectively. In the opinion
of the management of the Company, the above amounts for the twelve months ended
June 30, 1998 reflect all adjustments necessary to present fairly the results of
operations for such period. The "Ratio of Earnings to Fixed Charges" and the
"Ratio of Earnings to Fixed Charges Plus Preferred Dividend Requirements
(Pre-Income Tax Basis)" for the twelve months ended June 30, 1998 were 3.19 and
3.03, respectively.
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<PAGE>
DESCRIPTION OF THE SERIES F SENIOR NOTES
Set forth below is a description of the specific terms of the Series F
Senior Notes. This description supplements, and should be read together with,
the description of the general terms and provisions of the Senior Notes set
forth in the accompanying Prospectus under the caption "Description of the
Senior Notes." The following description does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the description in
the accompanying Prospectus and the Senior Note Indenture (as defined therein).
GENERAL
The Series F Senior Notes will be issued as a series of Senior Notes under
the Senior Note Indenture. The Series F Senior Notes will be limited in
aggregate principal amount to $100,000,000.
The entire principal amount of the Series F Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on September 30, 2018. The Series F Senior Notes are not subject to any sinking
fund provision.
INTEREST
Each Series F Senior Note shall bear interest at the Securities Rate from
the date of original issuance, payable quarterly in arrears on March 31, June
30, September 30 and December 31 of each year to the person in whose name such
Series F Senior Note is registered at the close of business on the fifteenth
calendar day prior to such payment date. The initial Interest Payment Date is
December 31, 1998. The amount of interest payable will be computed on the basis
of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series F Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.
SPECIAL INSURANCE PROVISIONS OF THE SENIOR NOTE INDENTURE
Notwithstanding any other provision of the Senior Note Indenture, so long
as the Insurer is not in default under the Policy, the Insurer shall be entitled
to control and direct the enforcement of all rights and remedies with respect to
the Series F Senior Notes upon the occurrence and continuation of an Event of
Default.
OPTIONAL REDEMPTION
The Company shall have the right to redeem the Series F Senior Notes, in
whole or in part, without premium, from time to time, on or after September 24,
2002, upon not less than 30 nor more than 60 days' notice, at a Redemption Price
equal to 100% of the principal amount to be redeemed plus any accrued and unpaid
interest to the Redemption Date.
If notice of redemption is given as aforesaid, the Series F Senior Notes so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price together with any accrued interest thereon, and from and after
such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Series F Senior Notes shall cease to bear
interest. If any Series F Senior Note called for redemption shall not be paid
upon surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the Securities Rate. See "Description of
the Senior Notes -- Events of Default" in the accompanying Prospectus.
Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Series F
Senior Notes by tender, in the open market or by private agreement.
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<PAGE>
LIMITED RIGHT OF REDEMPTION UPON DEATH OF BENEFICIAL OWNER
Unless the Series F Senior Notes have been declared due and payable prior
to their maturity by reason of an Event of Default (as defined in the
accompanying Prospectus), the Representative (as defined herein) of a deceased
Beneficial Owner (as defined herein) has the right to request redemption at par
of all or part of his interest, expressed in integral multiples of $1,000
principal amount, in the Series F Senior Notes for payment prior to maturity,
and the Company will redeem the same subject to the limitations that the Company
will not be obligated to redeem during the period from the original issuance of
the Series F Senior Notes through and including October 1, 1999 (the "Initial
Period"), and during any twelve-month period which ends on and includes each
October 1 thereafter (each such twelve-month period being hereinafter referred
to as a "Subsequent Period") (i) on behalf of a deceased Beneficial Owner any
interest in the Series F Senior Notes which exceeds an aggregate principal
amount of $25,000 or (ii) interests in the Series F Senior Notes in an aggregate
principal amount exceeding $2,000,000. A request for redemption may be initiated
by the Representative of a deceased Beneficial Owner at any time and in any
principal amount in integral multiples of $1,000. Representatives of deceased
Beneficial Owners must make arrangements with the Participant (as defined
herein) through whom such interest is owned in order that timely presentation of
redemption requests can be made by the Participant and, in turn, by DTC to the
Senior Note Indenture Trustee. If the Company, although not obligated to do so,
chooses to redeem interests of a deceased Beneficial Owner in the Series F
Senior Notes in the Initial Period or in any Subsequent Period in excess of the
$25,000 limitation, such redemption, to the extent that it exceeds the $25,000
limitation for any deceased Beneficial Owner, shall not be included in the
computation of the $2,000,000 aggregate limitation for such Initial Period or
such Subsequent Period, as the case may be, or for any succeeding Subsequent
Period.
Subject to the $25,000 and the $2,000,000 limitations, the Company will,
after the death of any Beneficial Owner, redeem the interest of the Beneficial
Owner in the Series F Senior Notes within 60 days following receipt by the
Senior Note Indenture Trustee of a Redemption Request (as defined herein). If,
during the Initial Period or any Subsequent Period, Redemption Requests exceed
the aggregate principal amount of interests in Series F Senior Notes required to
be redeemed, then such excess Redemption Requests will be applied to successive
Subsequent Periods, regardless of the number of Subsequent Periods required to
redeem such interests.
A request for redemption of an interest in the Series F Senior Notes may be
initiated by the personal representative or other person authorized to represent
the estate of a deceased Beneficial Owner or from a surviving joint tenant(s) or
tenant(s) by the entirety (each a "Representative"). The Representative shall
deliver a request to the Participant through whom the deceased Beneficial Owner
owned such interest, in form satisfactory to the Participant, together with
evidence of the death of the Beneficial Owner, evidence of the authority of the
Representative satisfactory to the Participant, such waivers, notices or
certificates as may be required under applicable state or federal law and such
other evidence of the right to such redemption as the Participant shall require.
The request shall specify the principal amount of the interest in the Series F
Senior Notes to be redeemed. The Participant shall thereupon deliver to DTC a
request for redemption substantially in the form attached as an exhibit to the
Senior Note Indenture (a "Redemption Request"), accompanied by the documents
submitted to the Participant as above provided, and DTC will forward the same to
the Senior Note Indenture Trustee. Documents accompanying Redemption Requests
shall be in form satisfactory to the Company. The Senior Note Indenture Trustee
may conclusively assume, without independent investigation, that the statements
contained in each Redemption Request are true and correct and shall have no
responsibility for reviewing any documents accompanying a Redemption Request.
The price to be paid by the Company for an interest in the Series F Senior
Notes to be redeemed pursuant to a request on behalf of a deceased Beneficial
Owner is one hundred percent (100%) of the principal amount thereof plus accrued
but unpaid interest to the date of payment. Subject to arrangements with DTC,
payment for interests in the Series F Senior Notes which are to be redeemed
shall be made to DTC upon presentation of Series F Senior Notes to the Senior
Note Indenture Trustee for
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<PAGE>
redemption in the aggregate principal amount specified in the Redemption
Requests submitted to the Senior Note Indenture Trustee by DTC which are to be
fulfilled in connection with such payment. Any acquisition of Series F Senior
Notes by the Company other than by redemption at the option of any
Representative of a deceased Beneficial Owner shall not be included in the
computation of either the $25,000 or the $2,000,000 limitation for the Initial
Period or for any Subsequent Period.
Interest in the Series F Senior Notes held in tenancy by the entirety,
joint tenancy or tenants in common will be deemed to be held by a single
Beneficial Owner, and the death of a tenant in common, tenant by the entirety or
joint tenant will be deemed the death of a Beneficial Owner. The death of a
person who, during such person's lifetime, was entitled to substantially all of
the rights of a Beneficial Owner of an interest in the Series F Senior Notes
will be deemed the death of the Beneficial Owner, regardless of the recordation
of such interest on the records of the Participant, if such rights can be
established to the satisfaction of the Participant and the Company. Such
interest shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to
Minors Act, community property or other similar joint ownership arrangements,
including individual retirement accounts or Keogh [H.R.10] plans maintained
solely by or for the decedent or by or for the decedent and any spouse, and
trust and certain other arrangements where one person has substantially all of
the rights of a Beneficial Owner during such person's lifetime.
In the case of a Redemption Request which is presented on behalf of a
deceased Beneficial Owner and which has not been fulfilled at the time the
Company gives notice of its election to redeem the Series F Senior Notes, the
interests in the Series F Senior Notes which are the subject of such Redemption
Request shall not be eligible for redemption pursuant to the Company's option to
redeem but shall remain subject to redemption pursuant to such Redemption
Request.
Subject to the provisions of the immediately preceding paragraph, any
Redemption Request may be withdrawn upon delivery of a written request for such
withdrawal given to the Senior Note Indenture Trustee by DTC prior to payment
for redemption of the interest in the Series F Senior Notes by reason of the
death of a Beneficial Owner.
The Company is legally obligated to redeem Series F Senior Notes and
interests of Beneficial Owners therein properly presented for redemption
pursuant to a Redemption Request in accordance with and subject to the terms,
conditions and limitations of the Senior Note Indenture as summarized above. The
Company's redemption obligation is not cumulative. Nothing in the Senior Note
Indenture, prohibits the Company from redeeming, in fulfillment of Redemption
Requests made pursuant to the Senior Note Indenture, Series F Senior Notes or
interests therein of Beneficial Owners in excess of the principal amount the
Company is obligated to redeem, nor does anything in the Senior Note Indenture
prohibit the Company from purchasing any Series F Senior Notes or interests
therein in the open market. However, the Company may not use any Series F Senior
Notes redeemed or purchased as described in the immediately preceding sentence
as a credit against its redemption obligation.
Because of the limitations of the Company's requirement to redeem, no
Beneficial Owner can have any assurance that its interest in the Series F Senior
Notes will be paid prior to maturity.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
DTC will act as the initial securities depositary for the Series F Senior
Notes. The Series F Senior Notes will be issued only as fully registered
securities registered in the name of Cede & Co., DTC's nominee. One or more
fully registered global Series F Senior Notes certificates will be issued,
representing in the aggregate the total principal amount of Series F Senior
Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 1934 Act. DTC holds
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<PAGE>
securities that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Series F Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series F Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series F Senior Notes ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series F Senior
Notes. Transfers of ownership interests in the Series F Senior Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Series F Senior Notes, except in the event that use
of the book-entry system for the Series F Senior Notes is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Series F Senior
Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series F Senior Notes are credited, which may or may not be
the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Series F
Senior Notes are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Series F Senior Notes in accordance with its
procedures.
Although voting with respect to the Series F Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Series F Senior Notes. Under its usual
procedures, DTC would mail an Omnibus Proxy to the Company as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Series F Senior
Notes are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Payments on the Series F Senior Notes will be made to DTC. DTC's practice
is to credit Direct Participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payments on such payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the account of customers registered in "street name," and will be the
responsibility of such Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to DTC is the responsibility of the Company, disbursement of such
payments to Direct Participants is the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.
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<PAGE>
Except as provided herein, a Beneficial Owner of a global Series F Senior
Note will not be entitled to receive physical delivery of Series F Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series F Senior Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global Series F Senior Note.
DTC may discontinue providing its services as securities depositary with
respect to the Series F Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depositary is not obtained, Series F Senior Notes certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depositary) with respect to the Series F Senior Notes. In that event,
certificates for the Series F Senior Notes will be printed and delivered to the
holders of record.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
THE POLICY
The following information and the information included herein under "The
Insurer" has been furnished by the Insurer for use in this Prospectus
Supplement. Reference is made to Appendix A for a specimen of the Policy. No
representation is made by the Company or any Underwriter as to the accuracy or
completeness of any such information.
The Policy unconditionally and irrevocably guarantees the full and complete
payment required to be made by or on behalf of the Company to the Paying Agent
or its successor of an amount equal to (i) the principal of (at the stated
maturity) and interest on, the Series F Senior Notes as such payments shall
become due but shall not be so paid (except that in the event of any
acceleration of the due date of such principal by reason of mandatory or
optional redemption or acceleration resulting from default or otherwise, the
payments guaranteed by the Policy shall be made in such amounts and at such
times as such payments of principal would have been due had there not been any
such acceleration); and (ii) the reimbursement of any such payment which is
subsequently recovered from any owner of the Series F Senior Notes pursuant to a
final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the meaning of any
applicable bankruptcy law (a "Preference").
The Policy does not insure against loss of any prepayment premium which may
at any time be payable with respect to any Series F Senior Note. The Policy does
not, under any circumstance, insure against loss relating to: (i) optional or
mandatory redemptions; (ii) any payments to be made on an accelerated basis;
(iii) payments of the purchase price of the Series F Senior Notes upon tender by
an owner thereof; or (iv) any Preference relating to (i) through (iii) above.
The Policy also does not insure against nonpayment of principal of or interest
on the Series F Senior Notes resulting from the insolvency, negligence or any
other act or omission of the Paying Agent or any other paying agent for the
Series F Senior Notes.
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written
notice by registered or certified mail, by the Insurer from the Paying Agent or
any owner of a Series F Senior Note the payment of an insured amount for which
is then due, that such required payment has not been made, the Insurer on the
due date of such payment or within one Business Day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds, in an account
with State Street Bank and Trust Company, N.A., in New York, New York, or its
successor, sufficient for the payment of any such insured amounts which are then
due. Upon
S-8
<PAGE>
presentment and surrender of such Series F Senior Notes or presentment of such
other proof of ownership of the Series F Senior Notes, together with any
appropriate instruments of assignment to evidence the assignment of the insured
amounts due on the Series F Senior Notes as are paid by the Insurer, and
appropriate instruments to effect the appointment of the Insurer as agent for
such owners of the Series F Senior Notes in any legal proceeding related to
payment of insured amounts on the Series F Senior Notes, such instruments being
in a form satisfactory to State Street Bank and Trust Company, N.A., State
Street Bank and Trust Company, N.A. shall disburse to such owners or the Paying
Agent payment of the insured amounts due on such Series F Senior Notes, less any
amount held by the Paying Agent for the payment of such insured amounts and
legally available therefor.
The Policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law.
THE INSURER
The Insurer is the principal operating subsidiary of MBIA Inc., a New York
Stock Exchange listed company. MBIA Inc. is not obligated to pay the debts of or
claims against the Insurer. The Insurer is domiciled in the State of New York
and licensed to do business in and subject to regulation under laws of all 50
states, the District of Columbia, the Commonwealth of Puerto Rico, the
Commonwealth of the Northern Mariana Islands, the Virgin Islands of the United
States and the Territory of Guam. The Insurer has two European branches, one in
the Republic of France and the other in the Kingdom of Spain. New York has laws
prescribing minimum capital requirements, limiting classes and concentrations of
investments and requiring the approval of policy rates and forms. State laws
also regulate the amount of both the aggregate and individual risks that may be
insured, the payment of dividends by the Insurer, changes in control and
transactions among affiliates. Additionally, the Insurer is required to maintain
contingency reserves on its liabilities in certain amounts and for certain
periods of time.
Effective February 17, 1998, MBIA Inc. acquired all of the outstanding
stock of Capital Markets Assurance Corporation ("CMAC") through a merger with
its parent CapMAC Holdings Inc. Pursuant to a reinsurance agreement, CMAC has
ceded all of its net insured risks (including any amounts due but unpaid from
third party reinsurers), as well as its unearned premiums and contingency
reserves, to the Insurer. MBIA Inc. is not obligated to pay the debts of or
claims against CMAC.
The consolidated financial statements of the Insurer, a wholly owned
subsidiary of MBIA Inc., and its subsidiaries as of December 31, 1997 and
December 31, 1996 and for each of the three years in the period ended December
31, 1997, prepared in accordance with generally accepted accounting principles,
included in the Annual Report on Form 10-K of MBIA Inc. for the year ended
December 31, 1997 and the consolidated financial statements of the Insurer and
its subsidiaries as of June 30, 1998 and for the six-month periods ending June
30, 1998 and June 30, 1997 included in the Quarterly Report on Form 10-Q of MBIA
Inc. for the period ending June 30, 1998 are hereby incorporated by reference
into this Prospectus Supplement and shall be deemed to be a part hereof. Any
statement contained in a document incorporated by reference herein shall be
modified or superseded for purposes of this Prospectus Supplement to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus
Supplement.
All financial statements of the Insurer and its subsidiaries included in
documents filed by MBIA Inc. pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the date of this
Prospectus Supplement and prior to the termination of the offering of the Series
F Senior Notes shall be deemed to be incorporated by reference into this
Prospectus Supplement and to be a part hereof from the respective dates of
filing such documents.
S-9
<PAGE>
The tables below present selected financial information of the Insurer
determined in accordance with statutory accounting practices prescribed or
permitted by insurance regulatory authorities ("SAP") and generally accepted
accounting principles ("GAAP").
<TABLE>
<CAPTION>
SAP
--------------------------
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(AUDITED) (UNAUDITED)
(IN MILLIONS)
<S> <C> <C>
Admitted Assets................................. $5,256 $6,048
Liabilities..................................... 3,496 3,962
Capital and Surplus............................. 1,760 2,086
GAAP
--------------------------
DECEMBER 31, JUNE 30,
1997 1998
------------ -----------
(AUDITED) (UNAUDITED)
(IN MILLIONS)
Assets.......................................... $5,988 $6,794
Liabilities..................................... 2,624 2,977
Shareholder's Equity............................ 3,364 3,817
</TABLE>
Copies of the financial statements of the Insurer incorporated by reference
herein and copies of the Insurer's 1997 year-end audited financial statements
prepared in accordance with statutory accounting practices are available,
without charge, from the Insurer. The address of the Insurer is 113 King Street,
Armonk, New York 10504. The telephone number of the Insurer is (914) 273-4545.
The Insurer does not accept any responsibility for the accuracy or
completeness of this Prospectus Supplement or any information or disclosure
contained herein, or omitted herefrom, other than with respect to the accuracy
of the information regarding the Policy and Insurer set forth under the headings
"The Policy" and "The Insurer," in Appendix A attached hereto and in the
financial statements incorporated herein by reference. Additionally, the Insurer
makes no representation regarding the Series F Senior Notes or the advisability
of investing in the Series F Senior Notes.
Moody's Investors Service, Inc. ("Moody's") rates the claims paying ability
of the Insurer "Aaa."
Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("S&P"), rates the claims paying ability of the Insurer "AAA."
Fitch IBCA, Inc. (formerly known as Fitch Investors Services, L.P.) rates
the claims paying ability of the Insurer "AAA."
Each rating of the Insurer should be evaluated independently. The ratings
reflect the respective rating agency's current assessment of the
creditworthiness of the Insurer and its ability to pay claims on its policies of
insurance. Any further explanation as to the significance of the above ratings
may be obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Series F
Senior Notes, and such ratings may be subject to revision or withdrawal at any
time by the rating agencies. Any downward revision or withdrawal of any of the
above ratings may have an adverse effect on the market price of the Series F
Senior Notes. The Insurer does not guaranty the market price of the Series F
Senior Notes nor does it guaranty that the ratings on the Series F Senior Notes
will not be revised or withdrawn.
RATINGS
It is anticipated that S&P and Moody's will assign the Series F Senior
Notes the ratings set forth on the cover page hereof conditioned upon the
issuance and delivery by the Insurer at the time of delivery of the Series F
Senior Notes of the Policy, insuring the timely payment of the principal of and
interest on the Series F Senior Notes. Such ratings reflect only the views of
such rating agencies, and an explanation of the significance of such ratings may
be obtained only from such rating agencies at the following addresses: Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007; Standard &
Poor's, 25 Broadway, New York, New York 10004. There is no assurance that such
ratings will remain in effect for any period of time or that they will not be
revised downward or withdrawn entirely by said rating
S-10
<PAGE>
agencies if, in their judgment, circumstances warrant. Neither the Company nor
any Underwriter has undertaken any responsibility to oppose any proposed
downward revision or withdrawal of a rating on the Series F Senior Notes. Any
such downward revision or withdrawal of such ratings may have an adverse effect
on the market price of the Series F Senior Notes.
At present, each of such rating agencies maintains four categories of
investment grade ratings. They are for S&P -- AAA, AA, A and BBB and for
Moody's -- Aaa, Aa, A and Baa. S&P defines "AAA" as the highest rating assigned
to a debt obligation. Moody's defines "Aaa" as representing the best quality
debt obligation carrying the smallest degree of investment risk.
EXPERTS
The consolidated balance sheets of MBIA Insurance Corporation and
Subsidiaries as of December 31, 1997 and December 31, 1996 and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus Supplement, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
See also "Experts" in the accompanying Prospectus.
S-11
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agrement, the
Company has agreed to sell to each of Goldman, Sachs & Co. and Edward D. Jones &
Co., L.P. (collectively, the "Underwriters"), and each of the Underwriters have
severally agreed to purchase from the Company, the principal amount of the
Series F Senior Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
SERIES F
NAME SENIOR NOTES
---- -------------------
<S> <C>
Goldman, Sachs & Co. ....................................... $ 50,000,000
Edward D. Jones & Co., L.P. ................................ 50,000,000
------------
Total............................................. $100,000,000
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters have committed, subject to the terms and conditions set forth
therein, to take and pay for all of the Series F Senior Notes offered hereby if
any of the Series F Senior Notes are purchased.
The Underwriters propose to offer the Series F Senior Notes from time to
time for sale in negotiated transactions, or otherwise, at varying prices to be
determined at the time of each sale. In connection with the sale of the Series F
Senior Notes, the Underwriters may be deemed to have received compensation from
the Company in the form of underwriting discounts.
The Company has agreed, during the period of 15 days from the date of the
Underwriting Agreement, not to sell, offer to sell, grant any option for the
sale of, or otherwise dispose of any Series F Senior Notes, any security
convertible into or exchangeable into or exercisable for Series F Senior Notes
or any debt securities substantially similar to the Series F Senior Notes
(except for (i) the Series F Senior Notes issued pursuant to the Underwriting
Agreement and (ii) the Company's Series E 6.25% Senior Notes due September 30,
2010), without the prior written consent of the Underwriters.
The Series F Senior Notes are a new issue of securities with no established
trading market. The Company has been advised by the Underwriters that the
Underwriters intend to make a market in the Series F Senior Notes but are not
obligated to do so and may discontinue market making at any time without notice.
No assurance can be given as to the liquidity of the trading market for the
Series F Senior Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the 1933 Act.
In connection with the offering, the Underwriters may purchase and sell the
Series F Senior Notes in the open market. These transactions may include
over-allotment transactions and purchases to cover short positions created by
the Underwriters in connection with the offering. Short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Series
F Senior Notes than they are required to purchase from the Company in the
offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to broker-dealers in respect of the Series F Senior Notes
sold in the offering may be reclaimed by the Underwriters if such Series F
Senior Notes are repurchased by the Underwriters in covering transactions. These
activities may maintain or otherwise affect the market price of the Series F
Senior Notes, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
The Underwriters engage in transactions with, and, from time to time, have
performed services for, the Company and its affiliates in the ordinary course of
business.
S-12
<PAGE>
GLOSSARY
1933 Act................... The Securities Act of 1933, as amended.
1934 Act................... The Securities Exchange Act of 1934, as amended.
Company.................... Alabama Power Company.
DTC........................ The Depository Trust Company, a "clearing
corporation" that initially will hold (through its
agents) a global certificate evidencing the Series
F Senior Notes.
Insurer.................... MBIA Insurance Corporation.
Interest Payment Dates..... March 31, June 30, September 30 and December 31 of
each year.
Policy..................... The financial guaranty insurance policy to be
issued by the Insurer covering the payment of the
principal of and interest on the Series F Senior
Notes when due.
Record Date................ The close of business on the 15th calendar day
prior to an Interest Payment Date.
Redemption Price........... 100% of the principal amount of the Series F Senior
Notes being redeemed, plus accrued and unpaid
interest thereon to the date of payment.
Securities Rate............ The per annum interest rate on the Series F Senior
Notes, as set forth on the cover page of this
Prospectus Supplement.
Senior Note Indenture...... The indenture pursuant to which the Company's
Series F Senior Notes will be issued.
Senior Note Indenture
Trustee.................. The trustee under the Senior Note Indenture;
initially, The Chase Manhattan Bank.
Series F Senior Notes...... The Series F 6.375% Senior Insured Quarterly Notes
due September 30, 2018 of the Company.
S-13
<PAGE>
APPENDIX A -- FORM OF POLICY
<PAGE>
FINANCIAL GUARANTY INSURANCE POLICY
MBIA INSURANCE CORPORATION
ARMONK, NEW YORK 10504
[NUMBER]
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of
the premium and subject to the terms of this policy, hereby unconditionally and
irrevocably guarantees to any owner, as hereinafter defined, of the following
described obligations, the full and complete payment required to be made by or
on behalf of the Issuer to
or its successor (the "Paying Agent") of an amount equal to (i) the principal of
(either at the stated maturity or by any advancement of maturity pursuant to a
mandatory sinking fund payment) and interest on, the Obligations (as that term
is defined below) as such payments shall become due but shall not be so paid
(except that in the event of any acceleration of the due date of such principal
by reason of mandatory or optional redemption or acceleration resulting from
default or otherwise, other than any advancement of maturity pursuant to a
mandatory sinking fund payment, the payments guaranteed hereby shall be made in
such amounts and at such times as such payments of principal would have been due
had there not been any such acceleration); and (ii) the reimbursement of any
such payment which is subsequently recovered from any owner pursuant to a final
judgment by a court of competent jurisdiction that such payment constitutes an
avoidable preference to such owner within the meaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding
sentence shall be referred to herein collectively as the "Insured Amounts."
"Obligations" shall mean:
[PAR]
[LEGAL NAME OF ISSUE]
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written
notice by registered or certified mail, by the Insurer from the Paying Agent or
any owner of an Obligation the payment of an Insured Amount for which is then
due, that such required payment has not been made, the Insurer on the due date
of such payment or within one business day after receipt of notice of such
nonpayment, whichever is later, will make a deposit of funds, in an account with
State Street Bank and Trust Company, N.A., in New York, New York, or its
successor, sufficient for the payment of any such Insured Amounts which are then
due. Upon presentment and surrender of such Obligations or presentment of such
other proof of ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured Amounts due
on the Obligations as are paid by the Insurer, and appropriate instruments to
effect the appointment of the Insurer as agent for such owners of the
Obligations in any legal proceeding related to payment of Insured Amounts on the
Obligations, such instruments being in a form satisfactory to State Street Bank
and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall
disburse to such owners, or the Paying Agent payment of the Insured Amounts due
on such Obligations, less any amount held by the Paying Agent for the payment of
such Insured Amounts and legally available therefor. This policy does not insure
against loss of any prepayment premium which may at any time be payable with
respect to any Obligation.
As used herein, the term "owner" shall mean the registered owner of any
Obligation as indicated in the books maintained by the Paying Agent, the Issuer,
or any designee of the Issuer for such purpose. The term owner shall not include
the Issuer or any party whose agreement with the Issuer constitutes the
underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504 and such service of process
shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this policy is not
refundable for any reason including the payment prior to maturity of the
Obligations.
This policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law.
IN WITNESS WHEREOF, the Insurer has caused this policy to be executed in
facsimile on its behalf by its duly authorized officer, this [DAY] day of
[MONTH, YEAR].
MBIA Insurance Corporation
-----------------------------
President
Attest:
-----------------------------
Assistant Secretary
<PAGE>
- ------------------------------------------------------
- ------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THE PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THE INSURER SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary of Offering.................. S-2
Capitalization....................... S-3
Use of Proceeds...................... S-3
Recent Results of Operations......... S-3
Description of the Series F Senior
Notes.............................. S-4
The Policy........................... S-8
The Insurer.......................... S-9
Ratings.............................. S-10
Experts.............................. S-11
Underwriting......................... S-12
Glossary............................. S-13
Appendix A........................... A-1
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
Selected Information................. 3
Alabama Power Company................ 4
The Trusts........................... 5
Accounting Treatment................. 5
Use of Proceeds...................... 5
Recent Results of Operations......... 5
Description of the Senior Notes...... 6
Description of the Junior
Subordinated Notes................. 9
Description of the Preferred
Securities......................... 14
Description of the Guarantees........ 15
Relationship Among the Preferred
Securities, the Junior Subordinated
Notes and the Guarantees........... 17
Plan of Distribution................. 19
Legal Matters........................ 19
Experts.............................. 19
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
$100,000,000
(ALABAMA POWER LOGO)
SERIES F 6.375% SENIOR INSURED
QUARTERLY NOTES
DUE SEPTEMBER 30, 2018
(IQ NOTES(SM))
------------------
PROSPECTUS SUPPLEMENT
------------------
GOLDMAN, SACHS & CO.
EDWARD D. JONES & CO., L.P.
- ------------------------------------------------------
- ------------------------------------------------------
