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) September 26, 2002
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ALABAMA POWER COMPANY
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(Exact name of registrant as specified in its charter)
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Alabama 1-3164 63-0004250
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
600 North 18th Street, Birmingham, Alabama 35291
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code (205) 257-1000
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N/A
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(Former name or former address, if changed since last report.)
3
Item 5. Other Events.
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On September 26, 2002, Alabama Power Company (the "Company") and
Alabama Power Capital Trust IV ("Trust IV") entered into an Underwriting
Agreement covering the issue and sale by Trust IV of 100,000 Flexible Trust
Preferred Securities (Five Year Initial Fixed Rate Period)(liquidation amount
$1,000 per Preferred Security). Also on September 26, 2002, the Company and
Alabama Power Capital Trust V ("Trust V", and together with Trust IV the
"Trusts") entered into an Underwriting Agreement covering the issue and sale by
Trust V of 200,000 Flexible Trust Preferred Securities (Seven Year Initial Fixed
Rate Period)(liquidation amount $1,000 per Preferred Security). Said Preferred
Securities were registered under the Securities Act of 1933, as amended,
pursuant to the shelf registration statement (Registration Statement Nos.
333-72784, 333-72784-01 and 333-72784-02) of the Company and the Trusts.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1.5-A Underwriting Agreement, dated September 26, 2002, among
the Company, Trust IV, Lehman Brothers Inc., Jackson
Securities, LLC and Wachovia Securities Inc.
1.5-B Underwriting Agreement, dated September 26, 2002, among
the Company, Trust V, Lehman Brothers Inc., ABN AMRO
Incorporated, Banc One Capital Markets, Inc., Mizuho
International plc and Scotia Capital (USA) Inc.
4.9-A Third Supplemental Indenture, dated as of October
2, 2002, to Subordinated Note Indenture, providing
for the issuance of the Company's Series D Junior
Subordinated Notes due October 1, 2042.
4.9-B Fourth Supplemental Indenture, dated as of October
2, 2002, to Subordinated Note Indenture, providing
for the issuance of the Company's Series E Junior
Subordinated Notes due October 1, 2042.
4.12-A Amended and Restated Trust Agreement of Alabama Power
Capital Trust IV.
4.12-B Amended and Restated Trust Agreement of Alabama Power
Capital Trust V.
4.13-A Form of Preferred Security of Alabama Power
Capital Trust IV (included in Exhibit 4.12-A
above).
4.13-B Form of Preferred Security of Alabama Power
Capital Trust V (included in Exhibit 4.12-B
above).
4.15-A Form of Series D Junior Subordinated Note (included in
Exhibit 4.9-A above).
4.15-B Form of Series E Junior Subordinated Note (included in
Exhibit 4.9-B above).
4.16-A Guarantee Agreement relating to Alabama Power Capital
Trust IV.
4.16-B Guarantee Agreement relating to Alabama Power Capital
Trust V.
4.17-A Agreement as to Expenses and Liabilities relating
to Alabama Power Capital Trust IV (included in
Exhibit 4.12-A above).
4.17-B Agreement as to Expenses and Liabilities relating
to Alabama Power Capital Trust V (included in
Exhibit 4.12-B above).
5.1-A Opinion of Balch & Bingham LLP
5.1-B Opinion of Balch & Bingham LLP
5.2-A Opinion of Richards, Layton & Finger, P.A. relating to
Alabama Power Capital Trust IV.
5.2-B Opinion of Richards, Layton & Finger, P.A. relating to
Alabama Power Capital Trust V.
8.1-A Tax Opinion of Balch & Bingham LLP.
8.1-B Tax Opinion of Balch & Bingham LLP.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges plus
preferred dividend requirements (pre-income tax basis).
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 hereunto duly authorized.
Date: October 2, 2002 ALABAMA POWER COMPANY
By /s/Wayne Boston
Assistant Secretary