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) February 11, 2003
------------------------------
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.)
Item 5. Other Events.
------------
On February 11, 2003, Alabama Power Company (the "Company")
entered into Underwriting Agreements covering the issue and sale by the Company
of $250,000,000 aggregate principal amount of its Series T 5.70% Senior Notes
due February 15, 2033 (the "Series T Senior Notes") and $170,000,000 aggregate
principal amount of its Series U 2.65% Senior Notes due February 15, 2006 (the
"Series U 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 February 11, 2003
relating to the Series T Senior Notes among the Company
and Goldman, Sachs & Co., ABN AMRO Incorporated,
Barclays Capital Inc., BNY Capital Markets, Inc. and
Salomon Smith Barney Inc. as the Underwriters.
1.2 Underwriting Agreement, dated February 11, 2003
relating to the Series U Senior Notes among the Company
and Morgan Stanley & Co. Incorporated and The Williams
Capital Group, L.P. as the Underwriters.
4.2(a) Twentieth Supplemental Indenture to Senior Note
Indenture dated as of February 19, 2003, providing for
the issuance of the Series T Senior Notes.
4.2(b) Twenty-First Supplemental Indenture to Senior Note
Indenture dated as of February 19, 2003, providing for
the issuance of the Series U Senior Notes.
4.7(a) Form of Series T Senior Note (included in Exhibit
4.2(a) above).
4.7(b) Form of Series U Senior Note (included in Exhibit
4.2(b) above).
5.1(a) Opinion of Balch & Bingham LLP relating to the Series
T Senior Notes.
5.1(b) Opinion of Balch & Bingham LLP relating to the Series
U 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: February 19, 2003 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary