-----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, H576vzcUzwLAYU3IYhu1EUZpBymZlNEgaUX8ZoUKUK0BxvFEFl3521Qz8qNDFSHi 4tcTrl31hyPp3eJ7ts3UYw== 0000044545-03-000005.txt : 20030401 0000044545-03-000005.hdr.sgml : 20030401 20030401094518 ACCESSION NUMBER: 0000044545-03-000005 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030401 EFFECTIVENESS DATE: 20030401 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: 070-09171 FILM NUMBER: 03632812 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520-0102 BUSINESS PHONE: 8504446111 MAIL ADDRESS: STREET 1: ONE ENERGY PLACE CITY: PENSACOLA STATE: FL ZIP: 32520-0102 35-CERT 1 cngulfseriesf.txt CERTIFICATE OF NOTIFICATION Filed by GULF POWER COMPANY Pursuant to order of the Securities and Exchange Commission dated May 14, 1998 in the matter of File No. 70-9171. -------------- Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows: 1. On March 26, 2003, the issuance by the Company of $65,000,000 aggregate principal amount of its Series F 5.60% Senior Insured Quarterly Notes due April 1, 2033 (the "Series F Notes"), pursuant to the Sixth Supplemental Indenture dated as of March 26, 2003, supplementing the Senior Note Indenture dated as of January 1, 1998 between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), 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 order with respect thereto. 2. Filed herewith are the following exhibits: Exhibit A -- Prospectus supplement with respect to the Series F Notes, dated March 21, 2003. (Filed electronically March 25, 2003, in File Nos. 333-59942, 333-59942-01 and 333-59942-02.) Exhibit B -- Underwriting Agreement with respect to the Series F Notes dated March 21, 2003. (Designated in Form 8-K dated March 21, 2003 as Exhibit 1.) Exhibit C -- Sixth Supplemental Indenture dated as of March 26, 2003 to the Senior Note Indenture dated as of January 1, 1998 between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee. (Designated in Form 8-K dated March 21, 2003, as Exhibit 4.2.) Exhibit D -- Opinion of Beggs & Lane, a Registered Limited Liability Partnership, dated April 1, 2003. Dated: April 1, 2003 GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 3 cngulfseriesfxd.txt EXHIBIT D Exhibit D Beggs & Lane Post Office Box 12950 Pensacola, Florida 32576-2950 850-432-2451 April 1, 2003 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of Gulf Power Company (herein called the "Company") et al. File No. 70-9171 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 the Company of $65,000,000 aggregate principal amount of its Series F 5.60% Senior Insured Quarterly Notes due April 1, 2033 (the "Series F Notes"). 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 admitted to do business as a foreign corporation in the States of Florida, Georgia and Mississippi; (b) the subject 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 Series F 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. Securities and Exchange Commission April 1, 2003 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 thereof with the Commission at the time of the filing by the Company of its certificate pursuant to Rule 24. Very truly yours, Beggs & Lane -----END PRIVACY-ENHANCED MESSAGE-----