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) November 20, 2002
-----------------------------
ALABAMA POWER COMPANY
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
------------------------------------------------------------------------------
Alabama 1-3164 63-0004250
------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
600 North 18th Street, Birmingham, Alabama 35291
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 257-1000
----------------------------
N/A
------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
2
Item 5. Other Events.
------------
On November 20, 2002, Alabama Power Company (the "Company")
entered into Underwriting Agreements covering the issue and sale by the Company
of an additional $100,000,000 aggregate principal amount of its Series Q 5.50%
Senior Notes due October 15, 2017 (the "Series Q Senior Notes") and $100,000,000
aggregate principal amount of its Series R 4.70% Senior Notes due December 1,
2010 (the "Series R 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.
------------------------------------------------------------------
(c) Exhibits.
1.1 Underwriting Agreement, dated November 20, 2002 relating to the Series Q
Senior Notes among the Company and Goldman, Sachs & Co., ABI Capital
Management LLC and Credit Lyonnais Securities (USA) Inc. as the
Underwriters.
1.2 Underwriting Agreement, dated November 20, 2002 relating to the Series R
Senior Notes among the Company and Goldman, Sachs & Co., Morgan Stanley &
Co. Incorporated and Credit Lyonnais Securities (USA) Inc. as the
Underwriters.
4.2(a) Eighteenth Supplemental Indenture to Senior Note Indenture dated as of
November 26, 2002, providing for the issuance of the Series R Senior
Notes.
4.7(a) Form of Series R Senior Note (included in Exhibit 4.2(a) above).
5.1(a) Opinion of Balch & Bingham LLP relating to the Series Q Senior Notes.
5.1(b) Opinion of Balch & Bingham LLP relating to the Series R 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: November 26, 2002 ALABAMA POWER COMPANY
By /s/ Wayne Boston
------------------------------------
Wayne Boston
Assistant Secretary