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) May 7, 1998
MISSISSIPPI POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Mississippi 0-6849 64-0205820
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
2992 West Beach, Gulfport, Mississippi 39501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (228) 864-1211
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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 Ambac Assurance
Corporation, SEC No-Action Letter (December 19, 1996), Mississippi Power Company
(the "Company") does hereby incorporate by reference the consolidated financial
statements of Ambac Assurance Corporation and its subsidiaries as of December
31, 1997 and December 31, 1996, and for the three year period ended December 31,
1997, included in the Annual Report on Form 10-K of Ambac Financial Group, Inc.
(which was filed with the Securities and Exchange Commission on March 31, 1998)
into (i) this Current Report on Form 8-K; (ii) the Company's Registration
Statement on Form S-3 (File Nos. 333-45069, 333-45069-01 and 333-45069-02);
(iii) the preliminary prospectus supplement dated May 7, 1998 relating to the
Company's Series A ___% 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 KPMG Peat Marwick LLP, independent
accountants for Ambac Assurance Corporation, insurer of the Series A Senior
Notes, to the use of its name in such prospectus supplement. The consent of KPMG
Peat Marwick LLP 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 KPMG Peat Marwick LLP
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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 thereunto duly authorized.
Date: May 7, 1998 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement (Nos.
333-45069, 333-45069-01, 333-45069-02) of Mississippi Power Company, Mississippi
Power Capital Trust II and Mississippi Power Capital Trust III (the
"Registrants"), and the Prospectus Supplement of the Registrants (the
"Prospectus Supplement"), included in Form 8-K of the Registrants dated May 7,
1998, of our report dated January 29, 1998 on the consolidated financial
statements of Ambac Assurance Corporation as of December 31, 1997 and 1996, and
for each of the years in the three-year period ended December 31, 1997, which
report appears in the Form 10-K of Ambac Financial Group, Inc. dated March 31,
1998 and to the reference to our firm under the heading "Experts" in the
Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
New York, New York
May 7, 1998
