Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-67453
333-67453-01
333-67453-02
333-67453-03
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 4, 1998)
$250,000,000
(ALABAMA POWER LOGO)
SERIES K 7.125% SENIOR NOTES
DUE AUGUST 15, 2004
- --------------------------------------------------------------------------------
This is a public offering by Alabama Power Company of $250,000,000 of
Series K 7.125% Senior Notes due August 15, 2004. Interest is payable February
15 and August 15 of each year, beginning February 15, 2000.
The Series K Senior Notes are not redeemable prior to maturity.
The Series K Senior Notes should be delivered on or about August 19, 1999
through the book-entry facilities of The Depository Trust Company.
The Underwriters propose to offer the Series K 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 agreed to purchase
the Series K Senior Notes from the Company at 99.568% of their principal amount
($248,920,000 aggregate proceeds to the Company), subject to the terms and
conditions in the Underwriting Agreement.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------
LEHMAN BROTHERS
BNY CAPITAL MARKETS, INC.
A.G. EDWARDS & SONS, INC.
FIRST UNION CAPITAL MARKETS CORP.
August 13, 1999
<PAGE>
You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement or the attached Prospectus. No one has
been authorized to provide you with different information. You should not assume
that the information contained in this Prospectus Supplement or the attached
Prospectus is accurate as of any date other than the date on the front cover of
the document. We are not making an offer of these Series K Senior Notes in any
state where the offer is not permitted.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
The Company................................................. S-3
Capitalization.............................................. S-3
Use of Proceeds............................................. S-4
Recent Results of Operations................................ S-4
Description of the Series K Senior Notes.................... S-4
Experts..................................................... S-6
Underwriting................................................ S-8
PROSPECTUS
About this Prospectus....................................... 2
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
Selected Information........................................ 4
Alabama Power Company....................................... 4
The Trusts.................................................. 5
Accounting Treatment of Trusts.............................. 5
Certain Ratios.............................................. 6
Use of Proceeds............................................. 6
Description of the New Bonds................................ 6
Description of the New Stock................................ 9
Description of the Senior Notes............................. 11
Description of the Junior Subordinated Notes................ 15
Description of the Preferred Securities..................... 20
Description of the Guarantees............................... 21
Relationship Among the Preferred Securities, the Junior
Subordinated Notes and the Guarantees..................... 23
Plan of Distribution........................................ 24
Legal Matters............................................... 25
Experts..................................................... 25
</TABLE>
S-2
<PAGE>
THE COMPANY
Alabama Power 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.
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
March 31, 1999, 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 MARCH 31, 1999
-------------------------------
ACTUAL AS ADJUSTED(1)
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(THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C>
Common Stock Equity......................................... $2,749,118 $2,749,118 42.9%
Cumulative Preferred Stock.................................. 317,512 317,512 5.0
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trusts Holding Company Junior
Subordinated Notes........................................ 347,000 347,000 5.4
Senior Notes................................................ 1,550,000 1,999,839 31.2
Other Long-Term Debt........................................ 998,317 997,517 15.5
---------- ---------- -----
Total, excluding amounts due within one year................ $5,961,947 $6,410,986 100.0%
========== ========== =====
</TABLE>
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(1) Reflects (i) the redemption in April 1999 of $87,000 and $32,000 aggregate
principal amounts of Series D 6.50% and Series F 6.375% Senior Notes due
September 30, 2018, respectively; (ii) the issuance in May 1999 of
$200,000,000 aggregate principal amount of Series J 6.75% Senior Notes due
June 30, 2039; (iii) the redemption in June 1999 of obligations incurred
with respect to the outstanding $800,000 aggregate principal amount of the
7 1/4% Environmental Improvement Revenue Bonds, Series A (Alabama Power
Company Project) of the Industrial Development Board of the Town of Columbia
(Alabama) due May 1, 2003; (iv) the redemption in July 1999 of $17,000 and
$25,000 aggregate principal amounts of Series D 6.50% and Series F 6.375%
Senior Notes due September 30, 2018, respectively; and (v) the issuance of
the Series K Senior Notes.
S-3
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the Series K Senior Notes will be applied by
the Company to repay a portion of its outstanding short-term indebtedness, which
aggregated approximately $364,438,000 as of August 13, 1999, and for other
general corporate purposes.
RECENT RESULTS OF OPERATIONS
For the twelve months ended June 30, 1999, "Operating Revenues," "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $3,343,093,000, $662,053,000 and $372,545,000, respectively. In the opinion
of the management of the Company, the above amounts for the twelve months ended
June 30, 1999 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, 1999 were 3.11 and
2.87, respectively. 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 year ended December 31, 1998 were 2.94 and 2.75, respectively.
DESCRIPTION OF THE SERIES K SENIOR NOTES
Set forth below is a description of the specific terms of the Series K
7.125% Senior Notes due August 15, 2004 (the "Series K 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 (the "Senior Note Indenture") dated as
of December 1, 1997, as supplemented, between the Company and The Chase
Manhattan Bank, as trustee (the "Senior Note Indenture Trustee").
GENERAL
The Series K Senior Notes will be issued as a series of Senior Notes under
the Senior Note Indenture. The Series K Senior Notes will be limited in
aggregate principal amount to $250,000,000.
The entire principal amount of the Series K Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on August 15, 2004. The Series K Senior Notes are not subject to any sinking
fund provision. The Series K Senior Notes are available for purchase in
denominations of $1,000 and any integral multiple thereof.
INTEREST
Each Series K Senior Note shall bear interest at the rate of 7.125% per
annum (the "Securities Rate") from the date of original issuance, payable
semiannually in arrears on February 15 and August 15 of each year (each, an
"Interest Payment Date") to the person in whose name such Series K Senior Note
is registered at the close of business on the February 1 or August 1, as the
case may be, immediately preceding such payment date. The initial Interest
Payment Date is February 15, 2000. 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 K 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), with the same force and effect as
if made on such date.
S-4
<PAGE>
RANKING
The Series K Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company and will rank equally with all other unsecured and
unsubordinated obligations of the Company. The Series K Senior Notes will be
effectively subordinated to all secured debt of the Company, including its first
mortgage bonds, aggregating approximately $1,242,000,000 outstanding at March
31, 1999. The Senior Note Indenture contains no restrictions on the amount of
additional indebtedness that may be incurred by the Company.
REDEMPTION
The Series K Senior Notes will not be redeemable at the option of the
Company prior to maturity.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as the initial securities
depositary for the Series K Senior Notes. The Series K 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 K Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of Series K 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 Securities Exchange
Act of 1934, as amended. DTC holds 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 Securities and Exchange Commission.
Purchases of Series K Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series K Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series K 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 K Senior
Notes. Transfers of ownership interests in the Series K 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 K Senior Notes, except in the event that use
of the book-entry system for the Series K Senior Notes is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Series K Senior
Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series K 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
S-5
<PAGE>
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 K
Senior Notes are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Series K Senior Notes in accordance with its
procedures.
Although voting with respect to the Series K 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 K 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 K Senior
Notes are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Payments on the Series K 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.
Except as provided herein, a Beneficial Owner of a global Series K Senior
Note will not be entitled to receive physical delivery of Series K Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series K 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 K Senior Note.
DTC may discontinue providing its services as securities depositary with
respect to the Series K 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 K 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 K Senior Notes. In that event,
certificates for the Series K 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.
EXPERTS
The financial statements and schedules of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998,
incorporated by reference herein, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports. With respect to
the Company's unaudited interim financial information for the periods ended
March 31, 1999 and 1998 included in the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999 and incorporated by reference herein,
Arthur Andersen LLP has applied limited procedures in accordance with
professional standards for review of such information. However, their separate
report thereon states that they did not audit and they do not express an opinion
on such interim financial information. Accordingly, the degree of reliance of
their report on such information
S-6
<PAGE>
should be restricted in light of the limited nature of the review procedures
employed. In addition, the accountants are not subject to the liability
provisions of Section 11 of the Securities Act of 1933, as amended (the "1933
Act"), for their report on the unaudited interim financial information because
this report is not a "report" or "part" of the registration statement prepared
or certified by the accountants within the meaning of Sections 7 and 11 of said
Act.
Statements as to matters of law and legal conclusions in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998, relating to
titles to property of the Company under "Item 2 -- Properties -- Titles to
Property", and relating to the Company under "Item 1 -- Business -- Regulation",
"Item 1 -- Business -- Rate Matters" and "Item 1 -- Business -- Competition",
have been reviewed by Balch & Bingham LLP, general counsel for the Company, and
such statements are made upon the authority of such firm as experts.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the Underwriters named below and each of
the Underwriters has severally agreed to purchase from the Company the
respective principal amount of Series K Senior Notes set forth opposite its name
below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
SERIES K
NAME SENIOR NOTES
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<S> <C>
Lehman Brothers Inc......................................... $137,500,000
BNY Capital Markets, Inc.................................... 37,500,000
A.G. Edwards & Sons, Inc.................................... 37,500,000
First Union Capital Markets Corp............................ 37,500,000
------------
Total............................................. $250,000,000
============
</TABLE>
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all of the Series K Senior
Notes offered hereby if any of the Series K Senior Notes are purchased.
The Underwriters propose to offer the Series K 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 K
Senior Notes, the Underwriters may be deemed to have received compensation from
the Company in the form of underwriting discounts.
Prior to this offering, there has been no public market for the Series K
Senior Notes. The Underwriters have advised the Company that they intend to make
a market in the Series K Senior Notes. The Underwriters will have no obligation
to make a market in the Series K Senior Notes, however, and may cease market
making activities, if commenced, at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the 1933 Act.
The Company's expenses associated with the offer and sale of the Series K
Senior Notes are estimated to be $340,000.
In connection with this offering and in compliance with applicable law and
industry practice, the Underwriters may overallot or effect transactions which
stabilize, maintain or otherwise affect the market price of the Series K Senior
Notes at levels above those which might otherwise prevail in the open market,
including by entering stabilizing bids, purchasing Series K Senior Notes to
cover syndicate short positions and imposing penalty bids. A stabilizing bid
means the placing of any bid, or the effecting of any purchase, for the purpose
of pegging, fixing or maintaining the price of a security. Covering a syndicate
short position means placing a bid or effecting a purchase of a security on
behalf of the underwriting syndicate to reduce a short position created in
connection with the offering. Imposing a penalty bid means purchasing a security
in the open market to reduce the underwriting syndicate's short position or to
stabilize the price of the security and in connection therewith reclaiming the
amount of the selling concession from the underwriters and selling group members
who sold such securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might be in the absence of such purchases. The imposition of a
penalty bid might also have an effect on the price of a security to the extent
that it were to discourage resales of the security.
Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Series K Senior Notes. In addition,
neither the Company nor any of the Underwriters makes any
S-8
<PAGE>
representation that the Underwriters will engage in such transactions or that
such transactions once commenced will not be discontinued without notice.
Certain of 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-9
<PAGE>
$250,000,000
(ALABAMA POWER LOGO)
SERIES K 7.125% SENIOR NOTES
DUE AUGUST 15, 2004
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PROSPECTUS SUPPLEMENT
August 13, 1999
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LEHMAN BROTHERS
BNY CAPITAL MARKETS, INC.
A.G. EDWARDS & SONS, INC.
FIRST UNION CAPITAL MARKETS CORP.
