CERTIFICATE OF NOTIFICATION
Filed by
GULF POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission (the "Commission")
dated December 15, 1994, January 17, 1996, August 26, 1996, January 14, 1997,
January 29, 1997, February 5, 1997, June 10, 1997, January 16, 1998, December 7,
1998 and June 8, 2001 in the matter of File No. 70-8461.
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Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant
to Rule 24, as follows with respect to the transactions described herein:
1. On November 16, 2001, the issuance and sale by Gulf Power Capital
Trust III, a Delaware statutory business trust (the "Trust"), of 1,200,000 of
its 7.375% Trust Preferred Securities (Liquidation amount $25 per Preferred
Security) (the "Trust Preferred Securities") and all transactions relating
thereto were carried out in accordance with the terms and conditions of and for
the purposes represented by the application, as amended, and of said orders with
respect thereto.
2. The issuance by the Company of $30,927,850 aggregate principal
amount of its Series D 7.375% Junior Subordinated Notes due September 30, 2041
(the "Junior Subordinated Notes"), pursuant to the Fourth Supplemental Indenture
dated as of November 16, 2001, supplementing the Subordinated Note Indenture
dated as of January 1, 1997, between the Company and JPMorgan Chase 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 orders with
respect thereto.
3. The execution by the Company of the Guarantee Agreement, dated as of
November 1, 2001, providing for the guarantee by the Company of certain
obligations of the Trust in respect of the Trust Preferred Securities was
carried out in accordance with the terms and conditions of and for the purposes
represented by the application, as amended, and of said orders with respect
thereto.
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4. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with
respect to the Trust Preferred Securities,
dated November 8, 2001, and accompanying
prospectus dated June 1, 2001. (Filed
electronically November 13, 2001, in File
Nos. 333-59942,333-59942-01 and
333-59942-02.)
Exhibit B - Underwriting Agreement dated November 8,
2001. (Designated in Form 8-K dated November
8, 2001, as Exhibit 1.)
Exhibit C - Amended and Restated Trust Agreement
dated as of November 1, 2001. (Designated in
Form 8-K dated November 8, 2001, as Exhibit
4.5.)
Exhibit D - Fourth Supplemental Indenture to the
Subordinated Note Indenture dated as of
November 16, 2001, between the Company and
JPMorgan Chase Bank, as trustee. (Designated
in Form 8-K dated November 8, 2001, as
Exhibit 4.2.)
Exhibit E - Guarantee Agreement, dated as of
November 1, 2001, with respect to the Trust
Preferred Securities. (Designated in Form
8-K dated November 8, 2001, as Exhibit 4.8.)
Exhibit F - Opinion of Beggs & Lane dated November 19,
2001.
Dated November 19, 2001 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary