Filed Pursuant to Rule 424(b)(5)
333-45069
333-45069-01
333-45069-02
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 9, 1998
$35,000,000
LOGO
SERIES B 6.05% SENIOR NOTES DUE MAY 1, 2003
---------------
Interest on the Series B 6.05% Senior Notes due May 1, 2003 (the "Series B
Senior Notes") at the rate of 6.05% per annum (the "Securities Rate") will be
payable semi-annually in arrears on May 1 and November 1 of each year (each,
an "Interest Payment Date"), commencing November 1, 1998. The Series B Senior
Notes will not be redeemable at the option of Mississippi Power Company (the
"Company") prior to maturity. The Series B Senior Notes will be available for
purchase in denominations of $1,000 and any integral multiple thereof.
The Series B Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking pari passu with all other unsecured and
unsubordinated obligations of the Company. The Series B Senior Notes will be
effectively subordinated to all secured debt of the Company, including its
first mortgage bonds, aggregating approximately $248,800,000 outstanding at
December 31, 1997. The Senior Note Indenture contains no restrictions on the
amount of additional indebtedness that may be incurred by the Company.
The Series B Senior 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 Senior
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 Senior Notes in certificated form will not be
issued in exchange for the global certificates. See "Description of the Series
B Senior Notes--Book-Entry Only Issuance--The Depository Trust Company."
---------------
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) COMPANY(3)
----------- ------------ -----------
<S> <C> <C> <C>
Per Series B Senior Note.................. 100% .1650% 99.8350%
Total..................................... $35,000,000 $57,750 $34,942,250
</TABLE>
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(1) Plus accrued interest, if any, from the date of issuance.
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities under the Securities Act of 1933.
(3) Before deducting expenses of the offering payable by the Company estimated
to be $150,000.
---------------
The Series B Senior Notes are offered by the Underwriter, as specified
herein, subject to receipt and acceptance by it and subject to its right to
reject any order in whole or in part. It is expected that delivery of the
Series B Senior Notes will be made in book-entry form only through the
facilities of DTC in New York, New York on or about May 20, 1998 against
payment therefor in immediately available funds.
FIRST UNION CAPITAL MARKETS
---------------
The date of this Prospectus Supplement is May 14, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES B SENIOR
NOTES OFFERED HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS AND
PURCHASING SERIES B SENIOR NOTES TO COVER SHORT POSITIONS. 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 was incorporated under the laws of
the State of Mississippi on July 12, 1972, was
admitted to do business in Alabama on November
28, 1972, and, effective December 21, 1972, by
the merger into it of the predecessor
Mississippi Power Company, succeeded to the
business and properties of the latter company.
The predecessor Mississippi Power Company was
incorporated under the laws of the State of
Maine on November 24, 1924, and was admitted to
do business in Mississippi on December 23,
1924, and in Alabama on December 7, 1962. The
Company has its principal office at 2992 West
Beach, Gulfport, Mississippi 39501, telephone
(228) 864-1211. 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 1,200 square mile service area
within the 23 counties of southeastern
Mississippi.
Series B Senior Notes The Company is offering $35,000,000 aggregate
Offered..................... principal amount of its Series B Senior Notes.
Interest on the Series B Senior Notes will be
payable semi-annually in arrears on May 1 and
November 1 of each year, commencing on November
1, 1998.
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 Senior Notes will be direct,
unsecured and unsubordinated obligations of the
Company ranking pari passu with all other
unsecured and unsubordinated obligations of the
Company. The Series B Senior Notes will be
effectively subordinated to all secured debt of
the Company, including its first mortgage
bonds, aggregating approximately $248,800,000
outstanding at December 31, 1997. The Senior
Note Indenture contains no restrictions on the
amount of additional indebtedness that may be
incurred by the Company.
Redemption...................
The Series B Senior Notes will not be
redeemable at the option of the Company prior
to maturity.
S-2
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
December 31, 1997, and as adjusted to reflect the transactions described in
note (1) below. 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 DECEMBER 31, 1997
-----------------------
ACTUAL AS ADJUSTED(1)
-------- --------------
(THOUSANDS, EXCEPT
PERCENTAGES)
<S> <C> <C> <C>
Common Stock Equity................................... $387,824 $387,824 46.4%
Cumulative Preferred Stock............................ 31,896 31,896 3.8
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trust Holding Company Junior
Subordinated Notes................................... 35,000 35,000 4.2
Senior Notes.......................................... -- 90,000 10.8
Other Long-Term Debt.................................. 291,665 291,665 34.8
-------- -------- -----
Total, excluding amounts due within one year........ $746,385 $836,385 100.0%
======== ======== =====
</TABLE>
- --------
(1) Reflects (i) the proposed issuance in May 1998 of $55,000,000 aggregate
principal amount of Series A 6.75% Senior Insured Quarterly Notes due June
30, 2038 (the "Series A Senior Notes"); and (ii) the issuance of the
Series B Senior Notes.
USE OF PROCEEDS
The proceeds from the sale of the Series B Senior Notes, together with the
proceeds from the sale of the Series A Senior Notes, will be used by the
Company to repay its outstanding short-term indebtedness, which aggregated
approximately $59,000,000 as of May 14, 1998, and for other general corporate
purposes.
RECENT RESULTS OF OPERATIONS
For the twelve months ended March 31, 1998, "Operating Revenues," "Income
Before Interest Charges" and "Net Income After Dividends on Preferred Stock"
were $548,842,000, $79,504,000 and $51,752,000, respectively. In the opinion
of the management of the Company, the above amounts for the twelve months
ended March 31, 1998 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 March 31, 1998 were 4.33 and 3.76, respectively.
S-3
<PAGE>
DESCRIPTION OF THE SERIES B SENIOR NOTES
Set forth below is a description of the specific terms of the Series B
Senior Notes. This description supplements, and should be read together with,
the description of the general terms and provisions of the Senior Notes set
forth in the accompanying Prospectus under the caption "Description of the
Senior 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 Senior Note Indenture (as
defined therein).
GENERAL
The Series B Senior Notes will be issued as a series of Senior Notes under
the Senior Note Indenture. The Series B Senior Notes will be limited in
aggregate principal amount to $35,000,000.
The entire principal amount of the Series B Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on May 1, 2003. The Series B Senior Notes are not subject to any sinking fund
provision.
INTEREST
Each Series B Senior Note shall bear interest at the Securities Rate from
the date of original issuance, payable semi-annually in arrears on May 1 and
November 1 of each year to the person in whose name such Series B Senior Note
is registered at the close of business on the fifteenth calendar day prior to
such payment date. The initial Interest Payment Date is November 1, 1998. 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 Senior 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), with the same force and effect as if made on such date.
REDEMPTION
The Series B Senior Notes will not be redeemable at the option of the
Company prior to maturity.
BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY
DTC will act as the initial securities depositary for the Series B Senior
Notes. The Series B Senior 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 Senior Notes certificates will be issued,
representing in the aggregate the total principal amount of Series B Senior
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 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 New York Stock
Exchange, Inc., 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.
S-4
<PAGE>
Purchases of Series B Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series B
Senior Notes on DTC's records. The ownership interest of each actual purchaser
of Series B Senior 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 Senior Notes. Transfers of ownership interests in the Series B Senior
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 Senior Notes,
except in the event that use of the book-entry system for the Series B Senior
Notes is discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Series B Senior
Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series B Senior 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
Senior Notes are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Series B Senior Notes in accordance with its
procedures.
Although voting with respect to the Series B Senior 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 Senior 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
Senior Notes are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Payments on the Series B Senior 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.
Except as provided herein, a Beneficial Owner of a global Series B Senior
Note will not be entitled to receive physical delivery of Series B Senior
Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC
to exercise any rights under the Series B Senior 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 Senior Note.
DTC may discontinue providing its services as securities depositary with
respect to the Series B Senior 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 Senior 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 Senior Notes. In
that event, certificates for the Series B Senior Notes will be printed and
delivered to the holders of record.
S-5
<PAGE>
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.
EXPERTS
The financial statements and schedules of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997,
incorporated by reference 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 the Company's
Annual Report on Form 10-K for the year ended December 31, 1997, relating to
titles to property of the Company under "Item 2--Properties--Titles to
Property," and relating to the Company under "Item 1--Business--Regulation,"
"Item 1--Business--Rate Matters" and "Item 1--Business--Competition," have
been reviewed by Eaton and Cottrell, P.A., general counsel for the Company,
and such statements are made upon the authority of such firm as experts.
UNDERWRITING
Subject to the terms and conditions of the Purchase Contract, the Company
has agreed to sell to First Union Capital Markets, a division of Wheat First
Securities, Inc. (the "Underwriter"), and the Underwriter has agreed to
purchase from the Company, the entire principal amount of the Series B Senior
Notes.
Under the terms and conditions of the Purchase Contract, the Underwriter has
committed, subject to the terms and conditions set forth therein, to take and
pay for all of the Series B Senior Notes offered hereby if any of the Series B
Senior Notes are purchased.
The Underwriter proposes to offer the Series B Senior 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 0.100% of the principal amount
of each Series B Senior Note. The Underwriter may allow, and such dealers may
reallow, a concession not in excess of 0.050% of the principal amount of each
Series B Senior Note to certain brokers and dealers. After the Series B Senior
Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriter.
The Company has agreed, during the period of 15 days from the date of the
Purchase Contract, not to sell, offer to sell, grant any option for the sale
of, or otherwise dispose of any Series B Senior Notes, any security
convertible into or exchangeable into or exercisable for Series B Senior Notes
or any debt securities substantially similar to the Series B Senior Notes
(except for the Series B Senior Notes issued pursuant to the Purchase Contract
and the Series A Senior Notes), without the prior written consent of the
Underwriter.
Prior to this offering, there has been no public market for the Series B
Senior Notes. The Underwriter has advised the Company that it intends to make
a market in the Series B Senior Notes. The Underwriter will have no obligation
to make a market in the Series B Senior Notes, however, and may cease market
making activities, if commenced, at any time.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the 1933 Act.
S-6
<PAGE>
In order to facilitate the offering of the Series B Senior Notes, the
Underwriter may engage in transactions that stabilize, maintain or otherwise
affect the price of the Series B Senior Notes. Specifically, the Underwriter
may over-allot in connection with the offering, creating a short position in
the Series B Senior Notes for its own account. In addition, to cover over-
allotments or to stabilize the price of the Series B Senior Notes, the
Underwriter may bid for, and purchase, Series B Senior Notes in the open
market. The Underwriter may reclaim selling concessions allowed to a dealer
for distributing Series B Senior Notes in the offering, if the Underwriter
repurchases previously distributed Series B Senior Notes in transactions to
cover short positions in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Series B Senior
Notes above independent market levels. The Underwriter is not required to
engage in these activities, and may end any of these activities at any time.
Neither the Company nor the Underwriter 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 Senior
Notes.
In the ordinary course of their respective businesses, certain affiliates of
the Underwriter have engaged, and may in the future engage, in commercial
banking transactions with the Company and its affiliates.
S-7
<PAGE>
GLOSSARY
<TABLE>
<S> <C>
1933 Act................ The Securities Act of 1933, as amended.
1934 Act................ The Securities Exchange Act of 1934, as amended.
Company................. Mississippi Power Company.
DTC..................... The Depository Trust Company, a "clearing corporation"
that initially will hold (through its agents) a global
certificate evidencing the Series B Senior Notes.
Interest Payment Dates.. May 1 and November 1 of each year.
Record Date............. The close of business on the 15th calendar day prior to
an Interest Payment Date.
Securities Rate......... The per annum interest rate on the Series B Senior
Notes, as set forth on the cover page of this
Prospectus Supplement.
Senior Note Indenture... The indenture pursuant to which the Company's Series B
Senior Notes will be issued.
Senior Note Indenture The trustee under the Senior Note Indenture; initially,
Trustee................ Bankers Trust Company
Series B Senior Notes... The Series B 6.05% Senior Notes due May 1, 2003 of the
Company.
</TABLE>
S- 8
<PAGE>
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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.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Summary of Offering...................................................... S-2
Capitalization........................................................... S-3
Use of Proceeds.......................................................... S-3
Recent Results of Operations............................................. S-3
Description of the Series B Senior Notes................................. S-4
Experts.................................................................. S-6
Underwriting............................................................. S-6
Glossary................................................................. S-8
PROSPECTUS
Available Information.................................................... 2
Incorporation of Certain Documents by Reference.......................... 2
Selected Information..................................................... 3
Mississippi Power Company................................................ 4
The Trusts............................................................... 5
Accounting Treatment..................................................... 5
Use of Proceeds.......................................................... 5
Recent Results of Operations............................................. 5
Description of the Senior Notes.......................................... 6
Description of the Junior Subordinated Notes............................. 9
Description of the Preferred Securities.................................. 14
Description of the Guarantees............................................ 15
Relationship Among the Preferred Securities, the Junior Subordinated
Notes and the Guarantees................................................ 17
Plan of Distribution..................................................... 19
Legal Matters............................................................ 19
Experts.................................................................. 20
</TABLE>
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$35,000,000
LOGO
SERIES B 6.05% SENIOR NOTES DUE MAY 1, 2003
-----------
PROSPECTUS SUPPLEMENT
-----------
FIRST UNION CAPITAL MARKETS
MAY 14, 1998
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