File pursuant to Rule 424(b)(2)
Registration Nos. 333-19271, 333-19271-01 and 333-19271-02
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 10, 1997
$20,000,000
GULF POWER COMPANY
A SUBSIDIARY OF THE SOUTHERN COMPANY
SERIES B 7.50% JUNIOR SUBORDINATED NOTES
DUE JUNE 30, 2037
-------------------
Interest on the Series B 7.50% Junior Subordinated Notes due June 30, 2037
(the "Series B Junior Subordinated Notes") at the rate of 7.50% 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 September 30, 1997. The Series B Junior Subordinated Notes will be
redeemable at 100% of the principal amount redeemed plus accrued interest to the
redemption date at the option of Gulf Power Company (the "Company") in whole or
in part on or after August 1, 2002. The Series B Junior Subordinated Notes will
be available for purchase in denominations of $25 and any integral multiple
thereof.
The Series B Junior Subordinated Notes will be unsecured obligations, and
will be subordinate and junior in right of payment to Senior Indebtedness of the
Company, as described herein. See "Description of the Junior Subordinated
Notes -- Subordination" in the accompanying Prospectus. As of March 31, 1997,
outstanding Senior Indebtedness of the Company aggregated approximately
$388,000,000.
The Series B Junior Subordinated 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 B
Junior Subordinated 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 B Junior Subordinated Notes in
certificated form will not be issued in exchange for the global certificates.
See "Description of the Series B Junior Subordinated Notes -- Book-Entry Only
Issuance -- The Depository Trust Company."
-------------------
SEE "RISK FACTORS" ON PAGE S-3 FOR CERTAIN INFORMATION RELEVANT TO AN
INVESTMENT IN THE SERIES B JUNIOR SUBORDINATED NOTES.
-------------------
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.
-------------------
<TABLE>
<CAPTION>
=======================================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2)(4) COMPANY(3)(4)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Series B Junior Subordinated Note....... 100% 3.15% 96.85%
- -----------------------------------------------------------------------------------------------------------------------
Total....................................... $20,000,000 $630,000 $19,370,000
=======================================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from the date of original issuance.
(2) See "Underwriting" for a description of the indemnification arrangements
with the Underwriters.
(3) Before deducting expenses of the offering payable by the Company estimated
to be $205,000.
(4) The Underwriting Discount will be 2% of the principal amount of the Series B
Junior Subordinated Notes sold to certain institutions. Therefore, to the
extent any such sales are made to such institutions, the actual total
Underwriting Discount will be less than, and the actual total Proceeds to
Company will be greater than, the amounts shown in the table above.
-------------------
The Series B Junior Subordinated Notes offered hereby are offered severally
by the Underwriters, as specified 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 B Junior Subordinated Notes will be made
only in book-entry form through the facilities of DTC on or about August 1, 1997
against payment therefor in immediately available funds.
-------------------
THE ROBINSON-HUMPHREY
COMPANY, INC.
J.C. BRADFORD & CO.
EDWARD D. JONES & CO., L.P.
-------------------
The date of this Prospectus Supplement is July 28, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES B JUNIOR
SUBORDINATED NOTES OFFERED HEREBY, INCLUDING BY ENTERING STABILIZING BIDS,
PURCHASING SERIES B JUNIOR SUBORDINATED NOTES TO COVER SYNDICATE SHORT POSITIONS
AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING" HEREIN.
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 Maine on November 2, 1925,
and admitted to do business in Florida on January
15, 1926, in Mississippi on October 25, 1976 and
in Georgia on November 20, 1984. The Company has
its principal office at 500 Bayfront Parkway,
Pensacola, Florida 32501, telephone (850)
444-6111. 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
7,400 square mile service area within the
northwestern portion of the State of Florida.
Series B Junior
Subordinated Notes
Offered.................. The Company is offering $20,000,000 aggregate
principal amount of its Series B Junior
Subordinated Notes. Interest on the Series B
Junior Subordinated Notes will be payable
quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year,
commencing on September 30, 1997.
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 B Junior Subordinated Notes will be
subordinate and junior in right of payment to all
indebtedness for borrowed money and other
obligations of the Company included in the
definition of Senior Indebtedness. See
"Description of the Junior Subordinated Notes --
Subordination" in the accompanying Prospectus.
Redemption................. The Series B Junior Subordinated Notes will be
redeemable by the Company (in whole or in part),
from time to time on or after August 1, 2002, at
100% of the principal amount to be redeemed plus
accrued interest to the redemption date. See
"Description of the Series B Junior Subordinated
Notes -- Redemption" herein.
S-2
<PAGE>
RISK FACTORS
Prospective purchasers of Series B Junior Subordinated Notes should
carefully review the information contained elsewhere in this Prospectus
Supplement and in the accompanying Prospectus and should consider particularly
the following matters:
RANKING OF AND RIGHTS UNDER THE SERIES B JUNIOR SUBORDINATED NOTES
The obligations of the Company under the Series B Junior Subordinated Notes
are subordinate and junior in right of payment to all present and future Senior
Indebtedness of the Company. At March 31, 1997, Senior Indebtedness of the
Company aggregated approximately $388,000,000. There are no terms in the Series
B Junior Subordinated Notes that limit the Company's ability to incur additional
indebtedness, including indebtedness that ranks senior to the Series B Junior
Subordinated Notes. See "Description of the Junior Subordinated
Notes -- Subordination" in the accompanying Prospectus.
TRADING CHARACTERISTICS OF THE SERIES B JUNIOR SUBORDINATED NOTES
The Series B Junior Subordinated Notes are expected to trade at a price
that takes into account the value, if any, of accrued but unpaid interest; thus,
purchasers will not pay and sellers will not receive accrued and unpaid interest
with respect to the Series B Junior Subordinated Notes that is not included in
the trading price thereof. Any portion of the trading price of a Series B Junior
Subordinated Note received that is attributable to accrued interest will be
treated as ordinary interest income for federal income tax purposes and will not
be treated as part of the amount realized for purposes of determining gain or
loss on the disposition of the Series B Junior Subordinated Note.
The trading price of the Series B Junior Subordinated Notes is likely to be
sensitive to the level of interest rates generally. If interest rates rise in
general, the trading price of the Series B Junior Subordinated Notes may decline
to reflect the additional yield requirements of the purchasers. Conversely, a
decline in interest rates may increase the trading price of the Series B Junior
Subordinated Notes, although any increase will be moderated by the Company's
ability to call the Series B Junior Subordinated Notes at any time on or after
August 1, 2002 at a redemption price equal to 100% of the principal amount to be
redeemed plus accrued but unpaid interest.
S-3
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
March 31, 1997, and as adjusted to reflect the issuance of the Series B Junior
Subordinated Notes. 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, 1997
--------------------------------
ACTUAL AS ADJUSTED
--------- -------------------
(THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C>
Common Stock Equity......................................... $433,598 $433,598 49.1%
Cumulative Preferred Stock.................................. 65,102 65,102 7.4
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trust Holding Company Junior
Subordinated Notes........................................ 40,000 40,000 4.5
Long-Term Debt.............................................. 325,022 345,022 39.0
-------- -------- -----
Total, excluding amounts due within one year........... $863,722 $883,722 100.0%
======== ======== =====
</TABLE>
RECENT RESULTS OF OPERATIONS
For the twelve months ended June 30, 1997, the unaudited amounts of
"Operating Revenues," "Income Before Interest Charges" and "Net Income After
Dividends on Preferred Stock" were $612,289,000, $92,042,000 and $55,132,000,
respectively. In the opinion of the management of the Company, the above
unaudited amounts for the twelve months ended June 30, 1997 reflect all
adjustments (which were only normal recurring 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, 1997 were 4.06 and 3.18, 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, 1996 were
4.29 and 3.31, respectively.
DESCRIPTION OF THE SERIES B JUNIOR SUBORDINATED NOTES
Set forth below is a description of the specific terms of the Series B
Junior Subordinated Notes. This description supplements, and should be read
together with, the description of the general terms and provisions of the Junior
Subordinated Notes set forth in the accompanying Prospectus under the caption
"Description of the Junior Subordinated 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
Subordinated Note Indenture (as defined therein).
GENERAL
The Series B Junior Subordinated Notes will be issued as a series of Junior
Subordinated Notes under the Subordinated Note Indenture. The Series B Junior
Subordinated Notes will be limited in aggregate principal amount to $20,000,000.
The entire principal amount of the Series B Junior Subordinated Notes will
mature and become due and payable, together with any accrued and unpaid interest
thereon, including Additional Interest, if any, on June 30, 2037. The Series B
Junior Subordinated Notes are not subject to any sinking fund provision.
INTEREST
Each Series B Junior Subordinated 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 B Junior Subordinated Note is registered at the close of
business
S-4
<PAGE>
on the fifteenth calendar day prior to such payment date. The initial Interest
Payment Date is September 30, 1997. 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 B Junior Subordinated
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.
OPTIONAL REDEMPTION
The Company shall have the right to redeem the Series B Junior Subordinated
Notes, in whole or in part, without premium, from time to time, on or after
August 1, 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, including Additional Interest, if any, to the
Redemption Date.
REDEMPTION PROCEDURES
If the Indenture Trustee gives a notice of redemption in respect of Series
B Junior Subordinated Notes (which notice will be irrevocable), then, by 2:00
P.M., New York City time, on the redemption date, the Indenture Trustee will
irrevocably deposit with the securities depositary, so long as the Series B
Junior Subordinated Notes are in book-entry only form, sufficient funds to pay
the Redemption Price. See "-- Book-Entry Only Issuance -- The Depository Trust
Company" below. If the Series B Junior Subordinated Notes are no longer in
book-entry only form, the Indenture Trustee shall irrevocably deposit with the
Paying Agent funds sufficient to pay the applicable Redemption Price and will
give the Paying Agent irrevocable instructions to pay the Redemption Price to
the holders thereof upon surrender of their Series B Junior Subordinated Notes
certificates. If notice of redemption shall have been given and funds deposited
as required, then immediately prior to the close of business on the date of such
deposit, interest will cease to accrue and all rights of holders of such Series
B Junior Subordinated Notes so called for redemption will cease, except the
right of the holders of such Series B Junior Subordinated Notes to receive the
Redemption Price, but without interest on such Redemption Price. In the event
that any date fixed for redemption of Series B Junior Subordinated Notes is not
a Business Day, then payment of the Redemption Price 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 falls in the next calendar year, such payment will be made on the
immediately preceding Business Day. In the event that payment of the Redemption
Price in respect of Series B Junior Subordinated Notes is improperly withheld or
refused and not paid by the Company, interest on such Series B Junior
Subordinated Notes will continue to accrue at the Securities Rate, from such
redemption date originally established by the Company for such Series B Junior
Subordinated Notes to the date such Redemption Price is actually paid. See
"Description of the Junior Subordinated 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 B
Junior Subordinated Notes by tender, in the open market or by private agreement.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as the initial securities
depositary for the Series B Junior Subordinated Notes. The Series B Junior
Subordinated 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 B Junior Subordinated Notes certificates will be issued, representing in
the aggregate the total principal amount of Series B Junior Subordinated 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
S-5
<PAGE>
agency" registered pursuant to the provisions of Section 17A of the 1934 Act.
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 NYSE, 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 B Junior Subordinated Notes within the DTC system must
be made by or through Direct Participants, which will receive a credit for the
Series B Junior Subordinated Notes on DTC's records. The ownership interest of
each actual purchaser of Series B Junior Subordinated 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 B Junior Subordinated Notes. Transfers of ownership
interests in the Series B Junior Subordinated 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 B Junior Subordinated Notes, except in the event that use of
the book-entry system for the Series B Junior Subordinated Notes is
discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Series B Junior
Subordinated Notes. DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series B Junior Subordinated 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 B
Junior Subordinated Notes are being redeemed, DTC will reduce the amount of the
interest of each Direct Participant in the Series B Junior Subordinated Notes in
accordance with its procedures.
Although voting with respect to the Series B Junior Subordinated 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 B Junior Subordinated 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 B Junior Subordinated Notes are credited on the record date (identified
in a listing attached to the Omnibus Proxy).
Payments on the Series B Junior Subordinated 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.
S-6
<PAGE>
Except as provided herein, a Beneficial Owner in a global Series B Junior
Subordinated Note will not be entitled to receive physical delivery of Series B
Junior Subordinated Notes. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Series B Junior Subordinated
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 B
Junior Subordinated Note.
DTC may discontinue providing its services as securities depositary with
respect to the Series B Junior Subordinated 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 B Junior Subordinated
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 B Junior Subordinated Notes. In that event, certificates for the Series B
Junior Subordinated 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.
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 (for whom The
Robinson-Humphrey Company, Inc., J.C. Bradford & Co. and Edward D. Jones & Co.,
L.P. are acting as Representatives) and each of the Underwriters has severally
agreed to purchase from the Company the respective principal amount of Series B
Junior Subordinated Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
SERIES B JUNIOR
NAME SUBORDINATED NOTES
---- -------------------
<S> <C>
The Robinson-Humphrey Company, Inc.......................... $ 5,000,000
J.C. Bradford & Co.......................................... 5,000,000
Edward D. Jones & Co., L.P.................................. 5,000,000
Interstate/Johnson Lane Corporation......................... 1,000,000
Legg Mason Wood Walker, Incorporated........................ 1,000,000
Morgan Keegan & Company, Inc................................ 1,000,000
Raymond James & Associates, Inc............................. 1,000,000
Sterne, Agee & Leach, Inc................................... 1,000,000
-----------
Total............................................. $20,000,000
===========
</TABLE>
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all of the Series B Junior
Subordinated Notes offered hereby if any of the Series B Junior Subordinated
Notes are purchased.
The Underwriters propose to offer the Series B Junior Subordinated Notes in
part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession not in excess of $.50 per Series B
Junior Subordinated Note. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $.40 per Series B Junior Subordinated
Note to certain brokers and dealers. After the Series B Junior Subordinated
Notes are released for sale to the public, the offering price and other selling
terms may from time to time be varied by the Representatives.
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 B Junior Subordinated Notes, any
security convertible into or exchangeable into or exercisable for Series B
Junior Subordinated Notes or any debt securities substantially similar to the
Series B Junior Subordinated Notes (except for the Series B Junior Subordinated
Notes issued pursuant to the Underwriting Agreement), without the prior written
consent of the Representatives.
Prior to this offering, there has been no public market for the Series B
Junior Subordinated Notes. The Representatives have advised the Company that
they intend to make a market in the Series B Junior Subordinated Notes. The
Representatives will have no obligation to make a market in the Series B Junior
Subordinated Notes, however, and may cease market making activities, if
commenced, at any time. No assurance can be given as to the liquidity of the
trading market for the Series B Junior Subordinated Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the 1933 Act.
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 B Junior
Subordinated Notes at levels above those which might otherwise prevail in the
open market, including by entering stabilizing bids, purchasing Series B Junior
Subordinated 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
S-8
<PAGE>
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 B Junior Subordinated Notes.
In addition, neither the Company nor any of the Underwriters makes any
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.
LEGAL OPINIONS
The validity of the Series B Junior Subordinated Notes and certain matters
relating thereto will be passed upon on behalf of the Company by Beggs & Lane,
Pensacola, Florida, and by Troutman Sanders LLP, Atlanta, Georgia. Certain legal
matters will be passed upon for the Underwriters by Dewey Ballantine, New York,
New York.
S-9
<PAGE>
GLOSSARY
1933 Act................... The Securities Act of 1933, as amended.
1934 Act................... The Securities Exchange Act of 1934, as amended.
Additional Interest........ Amounts payable by the Company as defined under
"Description of the Junior Subordinated
Notes -- Additional Interest" in the accompanying
Prospectus.
Company.................... Gulf Power Company.
DTC........................ The Depository Trust Company, a "clearing
corporation" that initially will hold (through its
agents) a global certificate evidencing the Series
B Junior Subordinated Notes.
Indenture Trustee.......... The trustee under the Subordinated Note Indenture;
initially, The Chase Manhattan Bank.
Interest Payment Dates..... March 31, June 30, September 30 and December 31 of
each year.
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 B Junior
Subordinated Notes being redeemed, plus accrued and
unpaid interest thereon to the date of payment.
Securities Rate............ The per annum interest rate on the Series B Junior
Subordinated Notes, and set forth on the cover page
of this Prospectus Supplement.
Senior Indebtedness........ Indebtedness of the Company described under
"Description of the Junior Subordinated
Notes -- Subordination" in the accompanying
Prospectus.
Series B Junior
Subordinated Notes......... The Series B 7.50% Junior Subordinated Notes due
June 30, 2037 of the Company.
Subordinated Note
Indenture.................. The indenture pursuant to which the Company's
Series B Junior Subordinated Notes will be issued.
S-10
<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 OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
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<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Summary of Offering....................... S-2
Risk Factors.............................. S-3
Capitalization............................ S-4
Recent Results of Operations.............. S-4
Description of the Series B Junior
Subordinated Notes...................... S-4
Underwriting.............................. S-8
Legal Opinions............................ S-9
Glossary.................................. S-10
PROSPECTUS
Available Information..................... 2
Incorporation of Certain Documents by
Reference............................... 2
Selected Information...................... 3
Gulf Power Company........................ 4
The Trusts................................ 4
Accounting Treatment...................... 5
Use of Proceeds........................... 5
Recent Results of Operations.............. 5
Description of the Junior Subordinated
Notes................................... 5
Description of the Securities............. 11
Description of the Guarantees............. 11
Relationship Among the Securities, the
Junior Subordinated Notes and the
Guarantees.............................. 13
Possible Tax Law Changes.................. 15
Plan of Distribution...................... 15
Legal Matters............................. 16
Experts................................... 16
</TABLE>
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$20,000,000
GULF POWER
COMPANY
A SUBSIDIARY OF THE SOUTHERN COMPANY
SERIES B 7.50%
JUNIOR SUBORDINATED NOTES
DUE JUNE 30, 2037
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PROSPECTUS SUPPLEMENT
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THE ROBINSON-HUMPHREY
COMPANY, INC.
J.C. BRADFORD & CO.
EDWARD D. JONES & CO., L.P.
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