UNITED STATES
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
January 31, 2006
(Date of earliest event reported)
ALABAMA POWER COMPANY
(Exact name of Company as specified in its charter)
Alabama 1-3164 63-0004250
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
600 North 18th Street
Birmingham, Alabama 35291
(Address of principal executive offices) (Zip Code)
(205) 257-1000
(Company's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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))
Item 8.01. Other Events.
Incorporation of Certain Documents by Reference
Alabama Power Company (the "Company") plans to issue
$100,000,000 principal amount of its Series GG Senior Notes due February 1, 2046
(the "Series GG Senior Notes"), which will be insured by Ambac Assurance
Corporation.
The consolidated financial statements of Ambac Assurance
Corporation and subsidiaries as of December 31, 2004 and December 31, 2003 and
for each of the years in the three year period ended December 31, 2004 included
in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was
filed with the Securities and Exchange Commission (the "Commission") on March
15, 2005; Commission File Number 1-10777); the unaudited consolidated financial
statements of Ambac Assurance Corporation and subsidiaries as of March 31, 2005
and for the periods ended March 31, 2005 and March 31, 2004 included in the
Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended March 31, 2005 (which was filed with the Commission on May 10, 2005); the
unaudited consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of June 30, 2005 and for the periods ended June 30, 2005 and
June 30, 2004 included in the Quarterly Report on Form 10-Q of Ambac Financial
Group, Inc. for the period ended June 30, 2005 (which was filed with the
Commission on August 9, 2005); the unaudited consolidated financial statements
of Ambac Assurance Corporation and subsidiaries as of September 30, 2005 and for
the periods ended September 30, 2005 and September 30, 2004 included in the
Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended September 30, 2005 (which was filed with the Commission on November 9,
2005) and the Current Reports on Form 8-K of Ambac Financial Group, Inc. (which
2
were filed with the Commission on April 11, 2005, April 20, 2005, May 5, 2005,
July 20, 2005, August 2, 2005, October 19, 2005, December 5, 2005, December 9,
2005, January 25, 2006 and January 27, 2006) as they related to Ambac Assurance
Corporation, are hereby incorporated by reference into (i) this Current Report
on Form 8-K; (ii) the Company's Registration Statement on Form S-3 (File Nos.
333-126348, 333-126348-01, 333-126348-02 and 333-126348-03); (iii) the
preliminary prospectus supplement dated January 31, 2006 relating to the Series
GG Senior Notes to be filed on the date hereof pursuant to Rule 424(b) under the
Securities Act; and (iv) the final prospectus supplement relating to the Series
GG Senior Notes to be filed pursuant to Rule 424(b) under the Securities Act.
The consent of KPMG LLP is filed herewith as Exhibit 23.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
23.1 Consent of KPMG LLP.
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: January 31, 2006 ALABAMA POWER COMPANY
By /s/Wayne Boston
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Wayne Boston
Assistant Secretary