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) December 6, 2002
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ALABAMA POWER COMPANY
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(Exact name of registrant as specified in its charter)
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.)
Item 5. Other Events.
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On December 6, 2002, Alabama Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $200,000,000 aggregate principal amount of its Series S 5 7/8% Senior
Notes due December 1, 2022 (the "Senior Notes"). Said notes were registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
the shelf registration statement (Registration Nos. 333-100721, 333-100721-01,
333-100721-02 and 333-100721-03) of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
1.1 Underwriting Agreement, dated December 6, 2002 relating to
the Senior Notes among the Company and Morgan Stanley & Co.
Incorporated, Banc One Capital Markets, Inc., BNY Capital
Markets, Inc., Wachovia Securities, Inc. and The Williams
Capital Group, L.P. as the Underwriters.
4.2 Nineteenth Supplemental Indenture to Senior Note
Indenture dated as of December 12, 2002, providing
for the issuance of the Senior Notes.
4.7 Form of Senior Note (included in Exhibit 4.2 above).
5.1 Opinion of Balch & Bingham LLP relating to the Series S
Senior Notes.
12.1 Computation of ratio of earnings to fixed charges.
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: December 12, 2002 ALABAMA POWER COMPANY
By /s/ Wayne Boston
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Wayne Boston
Assistant Secretary