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, January 29, 1997,
February 5, 1997, June 10, 1997 and January 16, 1998 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. 16 (Post-Effective No. 13) herein:
1. On January 20, 1998, the issuance and sale by Gulf Power Capital
Trust II , a Delaware statutory business trust (the "Trust"), of 1,800,000 of
its 7.00% Cumulative Quarterly Income 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 $46,391,775 aggregate principal
amount of its Series C 7.00% Junior Subordinated Notes (the "Junior Subordinated
Notes") due December 31, 2037, pursuant to the Third Supplemental Indenture
dated as of January 1, 1998, 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, 1998, 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 13,
1998, and accompanying prospectus dated December 30,
1997. (Filed electronically January 14, 1998, in File
Nos. 333-42033, 333-42033-01, and 333-42033-02.)
Exhibit B - Underwriting Agreement dated January 13, 1998.
(Designated in Form 8-K dated January 13, 1998, as
Exhibit 1.)
Exhibit C - Amended and Restated Trust Agreement dated as of
January 1, 1998. (Designated in Form 8-K dated
January 13, 1998, as Exhibit 4.5.)
Exhibit D - Third Supplemental Indenture to the Subordinated
Note Indenture dated as of January 1, 1998, between
the Company and The Chase Manhattan Bank, as trustee.
(Designated in Form 8-K dated January 13, 1998, as
Exhibit 4.2.)
Exhibit E - Guarantee Agreement, dated as of January 1, 1998,
with respect to Trust Preferred Securities.
(Designated in Form 8-K dated January 13, 1998, as
Exhibit 4.8.)
Exhibit F - Opinion of Beggs & Lane dated January 29, 1998.
Dated January 29, 1998 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
January 29, 1998
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 II (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
