CERTIFICATE OF NOTIFICATION
Filed by
MISSISSIPPI POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated December 15,
1994, January 17, 1996, August 26, 1996, January 14, 1997, January 29, 1997 and
February 5, 1997 in the matter of File No. 70-8461.
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Mississippi Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows with respect to the transactions described
particularly in Amendment No. 12 (Post-Effective No. 9) herein:
1. On February 26, 1997, the issuance and sale by Mississippi Power
Capital Trust I , a Delaware statutory business trust (the "Trust"), of
1,400,000 of its 7.75% Trust Originated Preferred Securities (Liquidation amount
$25 per Preferred Security) and all transactions relating thereto were carried
out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
2. The issuance by the Company of $36,082,475 aggregate principal
amount of its Series A 7.75% Junior Subordinated Notes (the "Junior Subordinated
Notes") due February 15, 2037, pursuant to the Supplemental Indenture dated as
of February 1, 1997, supplementing the Subordinated Note Indenture dated as of
February 1, 1997, between the Company and Bankers Trust Company, as Trustee, was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
3. The execution by the Company of the Guarantee Agreement, dated as of
February 1, 1997, providing for the guarantee by the Company of certain
obligations of the Trust in respect of the Trust Preferred Securities was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
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4. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with
respect to the Trust Preferred Securities,
dated February 20, 1997, and accompanying
prospectus dated January 31, 1997. (Filed
electronically February 21, 1997, in File
Nos. 333-20469, 333-20469-01, and
333-20469-02.)
Exhibit B - Underwriting Agreement dated February
20, 1997. (Designated in Form 8-K dated
February 20, 1997, as Exhibit 1.)
Exhibit C - Amended and Restated
Trust Agreement dated as of February 1,
1997. (Designated in Form 8-K dated February
20, 1997, as Exhibit 4.5.)
Exhibit D - Subordinated Note
Indenture dated as of February 1, 1997,
between the Company and Bankers Trust
Company, as trustee. (Designated in Form 8-K
dated February 20, 1997, as Exhibit 4.1.)
Exhibit E - Supplemental Indenture
to the Subordinated Note Indenture dated as
of February 1, 1997, between the Company and
Bankers Trust Company, as trustee.
(Designated in Form 8-K dated February 20,
1997, as Exhibit 4.2.)
Exhibit F - Guarantee Agreement,
dated as of February 1, 1997, with respect
to Trust Preferred Securities. (Designated
in Form 8-K dated February 20, 1997, as
Exhibit 4.8.)
Exhibit G - Opinion of Eaton and Cottrell, P.A. dated
March 3, 1997.
Dated March 3, 1997 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit G
Eaton and Cottrell, P.A.
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
601-864-9900
March 3, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Mississippi Power Company
(herein call the "Company") et al.
File No. 70-8461
Ladies and Gentlemen:
We have read the statement on Form U-1, as amended, referred to above and are
furnishing this opinion with respect to the issuance and sale by Mississippi
Power Capital Trust I (the "Trust") of its Trust Preferred Securities and the
related issuance by the Company of its Guarantee and Junior Subordinated Notes
(all as defined therein).
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 Mississippi and is duly admitted to do business
under the laws of the State of Alabama;
(b) the subject transactions have been consummated in accordance with such
statement on Form U-1, as amended;
(c) all state laws applicable to such transactions have been complied with;
(d) the Company's obligations with respect to the Guarantee and the Junior
Subordinated Notes 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.
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 thereof
with the Commission at the time of the filing by the Company of its certificate
pursuant to Rule 24.
Very truly yours,
/s/Eaton and Cottrell P.A.
