-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwtLyvkNC7YgG6Uomzx6AAU/Ml5KKCKbg4rTrVRiqGi8tn6UWF+a6RnBwtAkT83E jLeTSHGxJJjIFEY5ybO+dQ== 0000044545-96-000003.txt : 19960207 0000044545-96-000003.hdr.sgml : 19960207 ACCESSION NUMBER: 0000044545-96-000003 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960206 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF POWER CO CENTRAL INDEX KEY: 0000044545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590276810 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08229 FILM NUMBER: 96511751 BUSINESS ADDRESS: STREET 1: 500 BAYFRONT PKWY CITY: PENSACOLA STATE: FL ZIP: 32501 BUSINESS PHONE: 9044446111 35-CERT 1 CERTIFICATE OF NOTIFICATION CERTIFICATE OF NOTIFICATION Filed By GULF POWER COMPANY Pursuant to orders of the Securities and Exchange Commission dated September 27, 1993, December 15, 1993 and September 26, 1994 in the matter of File No. 70-8229. - - - - - - - - - - - - - - - - - - - - Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows: 1. On January 25, 1996, the issuance and sale by the Company of $30,000,000 principal amount of First Mortgage Bonds, 6 7/8% Series due January 1, 2026 (the "Bonds"), were carried out in accordance with the terms and conditions of and for the purposes represented by the application and of said orders with respect thereto. 2. All of the proposals for the purchase of said Bonds were submitted upon the identical form of proposal a copy of which is filed herewith as Exhibit B. The names of the various bidders submitting proposals and the interest rates and prices to the Company (exclusive of accrued interest) specified in such proposals were as follows: Name Interest Rate (%) Price to Company (%) ----- ----------------- -------------------- First Union Capital Markets Corp. 6.875 98.768422 Lehman Brothers 6.875 98.214 CSFirst Boston Corporation 6.875 98.091 ABN AMRO Securities (USA) Inc. A. G. Edwards & Sons, Inc. Smith Barney Shearson Inc. 6.9 98.2429 Salomon Brothers Inc 6.9 98.060 Merrill Lynch & Co. PaineWebber Incorporated Prudential Securities Incorporated Citicorp Securities Inc. 6.95 98.227 Name Interest Rate (%) Price to Company (%) ---- ----------------- ------------------- J. P. Morgan Securities Inc. 7.0 98.832 Deutsche Bank 7.0 98.454 Goldman, Sachs & Co. 7.0 98.417 Bear, Stearns & Co. Inc. Dillion, Read & Co. Inc. Morgan, Stanley & Co. Inc. The winning bidder being First Union Capital Markets Corp. 3. Filed herewith are the following exhibits: Exhibit A - Prospectus supplement with respect to the Bonds dated January 17, 1996. (Filed electronically January 19, 1996, in File No. 33-50165.) Exhibit B - Proposal accepted with attached purchase contract for the purchase of the Bonds effective January 17, 1996. (Designated in the Company's Form 8-K dated January 17, 1996, File No. 0-2429, as Exhibit 1.) Exhibit C - Supplemental Indenture dated as of January 1, 1996. (Designated in the Company's Form 8-K dated January 17, 1996, File No. 0-2429, as Exhibit 4.) Exhibit D - Opinion of Beggs & Lane, dated February 1, 1996. Dated: February 5, 1996 GULF POWER COMPANY By ________________________ Wayne Boston Assistant Secretary EX-99 2 EXHIBIT D Exhibit D February 1, 1996 Re: Statement on Form U-1 of Gulf Power Company (herein called the "Company") File No. 70-8229 Securities and Exchange Commission Washington, DC 20549 Gentlemen: We have read the statement referred to above which relates to, among other things, the issuance and sale by the Company of $30,000,000 principal amount of First Mortgage Bonds, 6 7/8% Series due January 1, 2026 (herein called the "Bonds"), and we are familiar with the proceedings thereunder. 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 Maine and is duly authorized to do business as a foreign corporation in the States of Florida, Georgia and Mississippi; (b) the transactions have been consummated in accordance with such statement on Form U-1, as amended; (c) all state laws applicable to the transactions have been complied with; (d) the Bonds 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. Securities and Exchange Commission February 1, 1996 Page 2 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 hereof with the Commission at the time of the filing by the Company of its certificate of notification pursuant to Rule 24. Very truly yours, /s/ Beggs & Lane -----END PRIVACY-ENHANCED MESSAGE-----