Filed Pursuant to Rule 424(b)(5)
Registration No. 33-49649
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 9, 1993)
$30,000,000
MISSISSIPPI POWER COMPANY
A SUBSIDIARY OF THE SOUTHERN COMPANY
FIRST MORTGAGE BONDS, 6 7/8% SERIES DUE DECEMBER 1, 2025
Interest on the new Bonds is payable semi-annually on June 1 and December 1,
beginning on June 1, 1996. The new Bonds will not be redeemable prior to
December 1, 2005. On or after December 1, 2005, the new Bonds will be
redeemable at the option of Mississippi Power Company ("MISSISSIPPI") in whole
or in part at any time upon not less than 30 days' notice at the regular
redemption prices and, under certain circumstances, at the special redemption
price as described herein. See "Certain Terms of the New Bonds--Redemption
Provisions" herein.
Reference is made to "Certain Terms of the New Bonds--Redemption Provisions"
herein for the terms of a covenant prohibiting, in any calendar year
subsequent to 2004, the redemption of new Bonds by operation of the
replacement provisions of the Mortgage in a principal amount exceeding
$300,000.
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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITERS' PROCEEDS TO
PUBLIC (1) DISCOUNT MISSISSIPPI (1)(2)
<S> <C> <C> <C>
Per Bond........................... 99.055% .634% 98.421%
Total.............................. $29,716,500 $190,200 $29,526,300
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</TABLE>
(1)Plus accrued interest from December 1, 1995.
(2)Before deduction of expenses payable by MISSISSIPPI, estimated at $133,000.
The new Bonds are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the new Bonds will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York,
or through the facilities of The Depository Trust Company, on or about
December 20, 1995.
SALOMON BROTHERS INC
FIRST UNION CAPITAL MARKETS CORP.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
The date of this Prospectus Supplement is December 5, 1995.
<PAGE>
RECENT RESULTS OF OPERATIONS
For the twelve months ended October 31, 1995, "Operating Revenues", "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $507,474,000, $82,357,000 and $51,837,000, respectively. In the opinion
of management of MISSISSIPPI, the above amounts for the twelve months ended
October 31, 1995 reflect all adjustments (which, except as described in the
following paragraph, were only normal recurring adjustments) necessary to
present fairly the results of operations for such period. The "Ratio of
Earnings to Fixed Charges" for the twelve months ended October 31, 1995 was
4.49. The "Ratios of Earnings to Fixed Charges" for the years ended December
31, 1993 and 1994 were 4.47 and 4.72, respectively.
"Income Before Interest Charges" and "Net Income After Dividends on
Preferred Stock" for the twelve months ended October 31, 1995 reflect after-
tax charges of $3.5 million for costs related to work force reduction
programs. (See Note 2 to MISSISSIPPI's financial statements filed with
MISSISSIPPI's Annual Report on Form 10-K for the year ended December 31, 1994
and Note (E) to MISSISSIPPI's financial statements filed with MISSISSIPPI's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995,
incorporated herein by reference.)
CERTAIN TERMS OF THE NEW BONDS
The following description of certain terms of the new Bonds offered hereby
supplements, and should be read together with, the statements under
"Description of New Bonds" in the accompanying Prospectus.
General: The new Bonds will mature on December 1, 2025 and will bear
interest from December 1, 1995 at the rate per annum shown in their title,
payable on June 1 and December 1 in each year. Interest will, subject to
certain exceptions, be paid to registered holders of record at the close of
business on the May 15 or November 15, as the case may be, next preceding the
interest payment date. The new Bonds will be issued on the basis of the
retirement of other bonds theretofore outstanding under the Mortgage and on
the basis of unfunded net property additions.
Redemption Provisions: The new Bonds will not be redeemable prior to
December 1, 2005. On or after December 1, 2005, the new Bonds will be
redeemable by MISSISSIPPI in whole or in part at any time upon not less than
30 nor more than 45 days' notice, at regular redemption prices equal to the
principal amount and accrued interest, plus the Regular Redemption Premiums
set forth below, if such Bonds are redeemed otherwise than by operation of the
improvement fund or the replacement provisions of the Mortgage or by the use
of proceeds of released property. The new Bonds will also be redeemable by
MISSISSIPPI at any time on or after December 1, 2005, on like notice, by
operation of the improvement fund or the replacement provisions of the
Mortgage or by the use of proceeds of released property at the special
redemption price equal to the principal amount thereof and accrued interest,
without premium.
(If redeemed during the 12 month period ending on the last day of November of
the year stated)
<TABLE>
<CAPTION>
REGULAR
REDEMPTION
YEAR PREMIUM
---- ----------
<S> <C>
2006......................................................... 2.97%
2007......................................................... 2.67%
2008......................................................... 2.38%
2009......................................................... 2.08%
2010......................................................... 1.78%
2011......................................................... 1.49%
2012......................................................... 1.19%
2013......................................................... 0.89%
2014......................................................... 0.60%
2015......................................................... 0.30%
</TABLE>
The regular redemption price shall be without premium for redemptions on or
after December 1, 2015.
S-2
<PAGE>
MISSISSIPPI will covenant in Section 3 of the new Supplemental Indenture
that it will not, in any calendar year subsequent to 2004, redeem new Bonds
through the operation of the replacement provisions of the Mortgage in a
principal amount which would exceed 1% of the initial aggregate principal
amount of the new Bonds, i.e., $300,000. See "Description of New Bonds--
Replacement Requirement" in the accompanying Prospectus.
Restrictions on Common Stock Dividends: By Section 4 of the new
Supplemental Indenture, so long as any of the new Bonds are outstanding, cash
dividends may not be paid or distributions be made on Common Stock (except
where an equal amount is concurrently repaid as a capital contribution or as
the purchase price of Common Stock) or Common Stock be purchased in an
aggregate amount which would exceed earned surplus accumulated after September
30, 1995, plus earned surplus accumulated prior to October 1, 1995 in an
amount not exceeding $47,000,000, plus such additional amount as shall be
authorized or approved by the Securities and Exchange Commission, or any
successor commission, under the Public Utility Holding Company Act of 1935, as
amended.
Concerning the Trustee: Bankers Trust Company is the successor Trustee under
the Mortgage. Such bank is a depositary of MISSISSIPPI, and MISSISSIPPI and
affiliates of MISSISSIPPI from time to time make borrowings from such bank.
EXPERTS
The financial statements and schedules of MISSISSIPPI included in
MISSISSIPPI's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated 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.
Statements as to matters of law and legal conclusions in MISSISSIPPI's
Annual Report on Form 10-K for the year ended December 31, 1994 relating to
titles to property of MISSISSIPPI under "Item 2--Properties--Titles to
Property" and relating to MISSISSIPPI under "Item 1--Business--Competition",
"Item 1--Business--Regulation" and "Item 1--Business--Rate Matters" and in the
accompanying Prospectus relating to the lien of the Mortgage and priority of
the new First Mortgage Bonds under "Description of New Bonds--Priority and
Security" have been reviewed by Eaton and Cottrell, P.A., and such statements
are made upon their authority as experts.
S-3
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Purchase Contract between
MISSISSIPPI and the Underwriters named below, the Underwriters have severally
agreed to purchase, and MISSISSIPPI has agreed to sell to them, severally, the
respective principal amounts of the new Bonds set forth below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- -----------
<S> <C>
Salomon Brothers Inc ....................................... $ 7,500,000
First Union Capital Markets Corp............................ 7,500,000
PaineWebber Incorporated.................................... 7,500,000
Prudential Securities Incorporated.......................... 7,500,000
-----------
Total..................................................... $30,000,000
</TABLE>
The Purchase Contract provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the new Bonds if any are purchased.
MISSISSIPPI has been advised by the Underwriters that the Underwriters
propose to offer new Bonds to the public initially at the offering price set
forth on the cover page of this Prospectus Supplement and to certain dealers
at such price less a concession not in excess of .400% of the principal amount
of the new Bonds. The Underwriters may allow, and such dealers may reallow, a
discount of not in excess of .250% of the principal amount to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
There is currently no trading market for the new Bonds. The Underwriters
may, but are not obligated to, make a market in the new Bonds, and there can
be no assurance that a market for the new Bonds will develop.
The Purchase Contract further provides that MISSISSIPPI will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
S-4
