CERTIFICATE OF NOTIFICATION
Filed By
GULF POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated September 27,
1993, December 15, 1993 and September 26, 1994 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 January 25, 1996, the issuance and sale by the Company of
$30,000,000 principal amount of First Mortgage Bonds, 6 7/8% Series due January
1, 2026 (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 (%)
----- ----------------- --------------------
First Union Capital Markets Corp. 6.875 98.768422
Lehman Brothers 6.875 98.214
CSFirst Boston Corporation 6.875 98.091
ABN AMRO Securities (USA) Inc.
A. G. Edwards & Sons, Inc.
Smith Barney Shearson Inc. 6.9 98.2429
Salomon Brothers Inc 6.9 98.060
Merrill Lynch & Co.
PaineWebber Incorporated
Prudential Securities Incorporated
Citicorp Securities Inc. 6.95 98.227
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Name Interest Rate (%) Price to Company (%)
---- ----------------- -------------------
J. P. Morgan Securities Inc. 7.0 98.832
Deutsche Bank 7.0 98.454
Goldman, Sachs & Co. 7.0 98.417
Bear, Stearns & Co. Inc.
Dillion, Read & Co. Inc.
Morgan, Stanley & Co. Inc.
The winning bidder being First Union Capital Markets Corp.
3. Filed herewith are the following exhibits:
Exhibit A - Prospectus supplement with respect to the
Bonds dated January 17, 1996. (Filed
electronically January 19, 1996, in File No.
33-50165.)
Exhibit B - Proposal accepted with attached purchase
contract for the purchase of the Bonds effective
January 17, 1996. (Designated in the Company's
Form 8-K dated January 17, 1996, File No. 0-2429,
as Exhibit 1.)
Exhibit C - Supplemental Indenture dated as of January 1,
1996. (Designated in the Company's Form 8-K dated
January 17, 1996, File No. 0-2429, as Exhibit 4.)
Exhibit D - Opinion of Beggs & Lane, dated February 1, 1996.
Dated: February 5, 1996 GULF POWER COMPANY
By ________________________
Wayne Boston
Assistant Secretary
Exhibit D
February 1, 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 $30,000,000 principal
amount of First Mortgage Bonds, 6 7/8% Series due January 1, 2026 (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
February 1, 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
