-----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, ST63T9RyyO9ZGEsnFeRQdWrVaiEYuAktwf3kf6AJts6QQ/YgjOkKC/uMbp1S4LaB lRZtlMdtea9B1cUOkRAhaw== 0000044545-04-000005.txt : 20040413 0000044545-04-000005.hdr.sgml : 20040413 20040413142437 ACCESSION NUMBER: 0000044545-04-000005 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040413 EFFECTIVENESS DATE: 20040413 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: 070-10117 FILM NUMBER: 04730346 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 seriesj_cofn.txt CERTIFICATE OF NOTIFICATION Filed by GULF POWER COMPANY Pursuant to order of the Securities and Exchange Commission dated June 27, 2003 in the matter of File No. 70-10117. -------------- Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows: 1. On April 13, 2004, the issuance by the Company of $35,000,000 aggregate principal amount of its Series J 5.875% Senior Notes due April 1, 2044 (the "Series J Notes"), pursuant to the Tenth Supplemental Indenture dated as of April 13, 2004, 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 (the "Indenture"), 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 J Notes, dated April 6, 2004. (Filed electronically April 8, 2004, in File Nos. 333-104449, 333-104449-01 and 333-104449-02.) Exhibit B -- Underwriting Agreement with respect to the Series J Notes dated April 6, 2004. (Designated in Form 8-K dated April 6, 2004 as Exhibit 1.) Exhibit C -- Tenth Supplemental Indenture to the Indenture dated as of April 13, 2004 providing for the issuance of the Series J Notes. (Designated in Form 8-K dated April 6, 2004, as Exhibit 4.1.) Exhibit D -- Opinion of Beggs & Lane, a Registered Limited Liability Partnership, dated April 13, 2004. Dated: April 13, 2004 GULF POWER COMPANY By /s/Wayne Boston Wayne Boston Assistant Secretary EX-99 3 xd.txt EXHIBIT D Exhibit D Beggs & Lane Attorneys and Counsellors at Law Post Office Box 12590 Pensacola, Florida 32591-2950 850-432-2451 April 13, 2004 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of Gulf Power Company (herein called the "Company") File No. 70-10117 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 $35,000,000 aggregate principal amount of its Series J 5.875% Senior Notes due April 1, 2044 (the "Series J 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 J 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 13, 2004 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, /s/Beggs & Lane -----END PRIVACY-ENHANCED MESSAGE-----