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) March 8, 2005
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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1-3164 Alabama Power Company 63-0004250
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35291
(205) 257-1000
The address of the registrant has not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On March 8, 2005, Alabama Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$250,000,000 aggregate principal amount of its Series DD 5.65% Senior Notes due
March 15, 2035 (the "Series DD Senior Notes"). Said notes were registered under
the Securities Act of 1933, as amended, pursuant to the shelf registration
statement (Registration Nos. 333-110950, 333-110950-01, 333-110950-02 and
333-110950-03) of the Company.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement, dated March 8, 2005 relating to
the Series DD Senior Notes among the Company and
J.P. Morgan Securities Inc., Lehman Brothers Inc., BNY
Capital Markets, Inc., Merchant Capital, L.L.C.,
Morgan Keegan & Company, Inc. and Scotia Capital (USA)
Inc. as the underwriters named in Schedule I to
the Underwriting Agreement.
4.2 Thirtieth Supplemental Indenture to Senior Note
Indenture dated as of March 16, 2005, providing
for the issuance of the Series DD Senior Notes.
4.7 Form of Series DD Senior Note (included in Exhibit 4.2
above).
5.1 Opinion of Balch & Bingham LLP relating to the Series DD
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: March 16, 2005 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary