CERTIFICATE OF NOTIFICATION
Filed By
GULF POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated September 27,
1993, December 15, 1993, September 26, 1994 and February 23, 1996 in the matter
of File No. 70-8229.
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Gulf Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows:
1. On November 20, 1996, the issuance and sale by the Company of
$25,000,000 principal amount of First Mortgage Bonds, 6 1/2% Series due November
1, 2006 (the "Bonds"), were carried out in accordance with the terms and
conditions of and for the purposes represented by the application and of said
orders with respect thereto.
2. All of the proposals for the purchase of said Bonds were submitted
upon the identical form of proposal, a copy of which is filed herewith as
Exhibit B. The names of the various bidders submitting proposals and the
interest rates and prices to the Company (exclusive of accrued interest)
specified in such proposals were as follows:
Name Interest Rate (%) Price to Company (%)
CS First Boston Corporation 6.500 98.1410
Merrill Lynch & Co. 6.625 99.0280
Morgan Stanley & Co. Incorporated 6.750 99.9230
Bear, Stearns & Co. Inc.
Dillon, Read & Co. Inc.
Smith Barney Shearson Inc. 6.625 98.9570
J. P. Morgan Securities Inc. 6.700 99.4830
Citicorp Securities Inc. 6.625 98.9440
Deutsche Morgan Grenfell 6.600 98.6510
First Union Capital Markets Corp. 6.750 99.6980
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Name Interest Rate (%) Price to Company (%)
Lehman Brothers Inc. 6.550 98.2600
Donaldson, Lufkin & Jenrette
Securities Corporation 6.750 99.6470
PaineWebber Incorporated 6.700 99.2240
Prudential Securities
Incorporated
Furman Selz LLC 6.750 99.4239
UBS Securities Inc. 6.750 99.1750
Salomon Brothers Inc 6.875 98.8940
ABN AMRO Securities (USA) Inc.
The winning bidder being CS First Boston Corporation.
3. Filed herewith are the following exhibits:
Exhibit A - Prospectus supplement with respect to the
Bonds dated November 6, 1996. (Filed
electronically November 19, 1996, in File No.
33-50165.)
Exhibit B - Proposal accepted with attached purchase
contract for the purchase of the Bonds effective
November 6, 1996. (Designated in the Company's
Form 8-K dated November 6, 1996, File No. 0-2429,
as Exhibit 1.)
Exhibit C - Supplemental Indenture dated as of November
1, 1996. (Designated in the Company's Form 8-K
dated November 6, 1996, File No. 0-2429, as
Exhibit 4.)
Exhibit D - Opinion of Beggs & Lane, dated November 27, 1996.
Dated: November 27, 1996 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit D
Beggs & Lane
Attorneys and Counsellors at Law
Post Office Box 12950
Pensacola, Florida 32576
(904) 432-2451
November 27, 1996
Re: Statement on Form U-1 of
Gulf Power Company
(herein called the "Company")
File No. 70-8229
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We have read the statement referred to above which relates to, among
other things, the issuance and sale by the Company of $25,000,000 principal
amount of First Mortgage Bonds,6 1/2% Series due November 1, 2006 (herein called
the "Bonds"), and we are familiar with the proceedings thereunder.
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
authorized to do business as a foreign corporation in the States
of Florida, Georgia and Mississippi;
(b) the transactions have been consummated in accordance with such
statement on Form U-1, as amended;
(c) all state laws applicable to the transactions have been complied
with;
(d) the Bonds 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.
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Securities and Exchange Commission
November 27, 1996
Page 2
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 hereof with the Commission at the time of the filing by the Company
of its certificate of notification pursuant to Rule 24.
Very truly yours,
/s/Beggs & Lane
