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) April 7, 2004
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ALABAMA POWER COMPANY
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(Exact name of registrant as specified in its charter)
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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.)
2
Item 5. Other Events.
In connection with Alabama Power Company's issuance and sale of
$150,000,000 aggregate principal amount of its Series AA 5 5/8% Senior Notes due
April 15, 2034 which will be insured by Financial Guaranty Insurance Company
("FGIC"), the financial statements of FGIC as of December 31, 2003 and 2002 and
for each of the years in the three-year period ended December 31, 2003 are
included in this Form 8-K. The financial statements as of December 31, 2003 and
for the periods from December 18, 2003 through December 31, 2003 and from
January 1, 2003 through December 17, 2003 have been audited by Ernst & Young
LLP. The financial statements as of December 31, 2002 and for each of the years
in the two-year period ended December 31, 2002 have been audited by KPMG LLP.
The consents of KPMG LLP and Ernst & Young LLP to the inclusion of their audit
reports on such financial statements in this Form 8-K and their being named as
"experts" in the Prospectus Supplement relating to Alabama Power Company are
attached hereto in the case of KPMG LLP as Exhibit 23.1 and in the case of Ernst
& Young LLP as Exhibit 23.2.
The financial statements of FGIC as of December 31, 2003 and
2002 and for each of the years in the three-year period ended December 31, 2003
are attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
23.1 Consent of KPMG LLP
23.2 Consent of Ernst & Young LLP
99.1 Financial statements of FGIC as of December 31, 2003
and 2002 and for each of the years in the three-year
period ended December 31, 2003.
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: April 9, 2004 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary