SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 1998
GULF POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Maine 0-2429 59-0276810
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
One Energy Place, Pensacola, Florida 32520-0102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (850) 444-6111
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
Incorporation of Certain Documents by Reference
Pursuant to Rule 411of Regulation C under the Securities Act of 1933,
as amended (the "Securities Act"), and in reliance on MBIA Insurance
Corporation, SEC No-Action Letter (September 6, 1996), Gulf Power Company (the
"Company") does hereby incorporate by reference the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1997 and December 31, 1996, and for each of the three years in the period ended
December 31, 1997, included in the Annual Report on Form 10-K of MBIA Inc.
(which was filed with the Securities and Exchange Commission on March 30, 1998)
into (i) this Current Report on Form 8-K; (ii) the Company's Registration
Statement on Form S-3 (File Nos. 333-42033, 333-42033-01 and 333-42033-02);
(iii) the preliminary prospectus supplement dated June 10, 1998 relating to the
Company's Series A 6.70% Senior Insured Quarterly Notes due June 30, 2038 (the
"Series A Senior Notes") filed pursuant to Rule 424(b) under the Securities Act;
and (iv) the final prospectus supplement relating to the Series A Senior Notes
to be filed pursuant to Rule 424(b) under the Securities Act.
In connection with the incorporation of such documents by reference,
the Company is hereby filing the consent of Coopers & Lybrand L.L.P.,
independent accountants for MBIA Insurance Corporation, insurer of the Series A
Senior Notes, to the use of its name in such prospectus supplement. The consent
of Coopers & Lybrand L.L.P. is filed herewith as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
The following document is filed herewith in accordance with Item 601(b)
of Regulation S-K.
Exhibit No. Description
23 Consent of Coopers & Lybrand L.L.P.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 17, 1998 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement dated
June 10, 1998 (to Prospectus dated December 30, 1997) of Gulf Power Company (the
"Company"), which is incorporated by reference in Form 8-K of the Company dated
June 10, 1998, of our report dated February 3, 1998 on our audits of the
consolidated financial statements of MBIA Insurance Corporation and Subsidiaries
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997. We also consent to the reference to our Firm under the
caption "Experts" in the Prospectus Supplement.
/s/ Coopers & Lybrand L.L.P.
New York, New York
June 12, 1998
