SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
ALABAMA POWER COMPANY
(Name of Registrant as Specified In Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials:
___________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
___________________________________________________________________________
(2) Form, Schedule or Registration State No.:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
ALABAMA POWER COMPANY
Birmingham, Alabama
-------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on November 21, 2001
----------------
NOTICE IS HEREBY GIVEN that a special meeting of the
shareholders of Alabama Power Company will be held in the
conference room of the office of our corporate secretary on the
17th floor at 600 North 18th Street, Birmingham, Alabama, on
November 21, 2001 at 8:00 a.m., Central time, to consider and act
on the following proposal, as more fully described in the attached
Proxy Statement:
PROPOSAL: To amend the Charter to increase the
percentages in the definition of Rate Multiple set forth
in the Auction Procedures of the 1988 Auction Series of
the Company's Class A Preferred Stock, with stated capital
of $100 per share and the 1993 Auction Series of the
Company's Class A Preferred Stock, with stated capital of
$100,000 per share to the percentages set forth below:
Prevailing Rating Percentage
----------------- ---------
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
and for the purpose of transacting any and all business in
connection with the foregoing and any other business that may
properly come before said meeting or any adjournments or
postponements thereof.
Only holders of the Company's common stock, the 1988
Auction Series of the Company's Class A Preferred Stock, with
stated capital of $100 per share and the 1993 Auction Series of the
Company's Class A Preferred Stock, with stated capital of $100,000
per share of record at the close of business on November 1, 2001
will be entitled to notice of and to vote at said meeting or any
adjournments or postponements thereof.
For the reasons set forth in the attached Proxy Statement,
you are urged to vote FOR the proposal.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES
YOU OWN. PLEASE MARK, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE. In the event you are able to attend the
meeting, you may revoke the Proxy by voting your shares in person.
BY ORDER OF THE BOARD OF
DIRECTORS
William E. Zales, Jr.
Vice President and Corporate Secretary
Birmingham, Alabama
November 9, 2001
ALABAMA POWER COMPANY
Birmingham, Alabama
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SPECIAL MEETING OF SHAREHOLDERS
To be Held on November 21, 2001
----------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Alabama Power Company, an Alabama corporation (the
"Company"), from the holders (the "Preferred Shareholders") of the 1988 Auction
Series of our outstanding Class A preferred stock, with stated capital of $100
per share (the "1988 Auction Preferred Stock") and the 1993 Auction Series of
our outstanding Class A preferred stock, with stated capital of $100,000 per
share (the "1993 Auction Preferred Stock" and, together with the 1988 Auction
Preferred Stock, the "Preferred Stock"). Such Proxies are to be used at our
Special Meeting of Shareholders to be held in the conference room of the office
of our corporate secretary on the 17th floor at 600 North 18th Street,
Birmingham, Alabama, on November 21, 2001, at 8:00 a.m., Central time, or any
adjournments or postponements of such meeting (the "Special Meeting").
This Proxy Statement is first being mailed on or about November 9,
2001. The record date is November 1, 2001 for all Preferred Stock (the "Record
Date").
Our principal executive offices are located at 600 North 18th Street,
Birmingham, Alabama 35291 and our telephone number is (205) 257-1000.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSED
AMENDMENT.
SUMMARY
Our Board of Directors is soliciting proxies from all holders of the
shares of our outstanding Preferred Stock (the "Shares") for use at the Special
Meeting. The Special Meeting is being held to consider an amendment to our
charter (the "Charter") which would increase the percentages in the definition
"Rate Multiple" in the Auction Procedures of the 1988 Auction Preferred Stock
and the 1993 Auction Preferred Stock.
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You may call William E. Zales, Jr., Vice President and Corporate
Secretary (the "Corporate Secretary") at 205-257-2714 if you have any questions
or need assistance in voting your shares. If you need additional copies of this
Proxy Statement, the Proxy or other proxy materials, you should contact the
Corporate Secretary , and such copies will be furnished to you promptly at our
expense.
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The above summary is qualified in its entirety by, and you should read
carefully, the more detailed information appearing elsewhere in this Proxy
Statement.
EXECUTION AND REVOCATION OF PROXY
The enclosed Proxy is solicited by our Board, which recommends voting
FOR the Proposed Amendment. We have been advised that all shares of our common
stock will be voted FOR the Proposed Amendment. If you intend to vote at the
Special Meeting by proxy, you must use the enclosed Proxy. Shares of our
outstanding Preferred Stock represented by properly executed Proxies received at
or prior to the Special Meeting will be voted in accordance with the
instructions on the Proxy. If no instructions are indicated, duly executed
Proxies will be voted FOR the Proposed Amendment. It is not anticipated that any
other matters will be brought before the Special Meeting; however, the enclosed
Proxy gives discretionary authority to the proxy holders named therein should
any other matters be presented at the Special Meeting, and the proxy holders
intend to act on any other matters in their discretion.
Execution of the Proxy will not prevent you from attending the Special
Meeting and voting in person. You may revoke your proxy at any time before it is
voted by delivering to our Corporate Secretary written notice of revocation
bearing a later date than the Proxy, by delivering a duly executed Proxy bearing
a later date or by voting in person by ballot at the Special Meeting.
PROPOSED AMENDMENT
Business to Come Before the Special Meeting
The following proposed amendment (the "Proposed Amendment") to our
Charter is the only item of business expected to be presented at the Special
Meeting.
THE FOLLOWING STATEMENTS ARE SUMMARIES OF THE SUBSTANCE OR GENERAL
EFFECT OF PROVISIONS OF THE CHARTER, AND ARE QUALIFIED IN THEIR ENTIRETY BY THE
CHARTER. SEE APPENDIX A OF THIS PROXY STATEMENT FOR THE TEXT OF THE PROVISIONS
TO BE ADDED.
We propose to amend the Charter to increase the percentages in the
definition of Rate Multiple set forth in the Auction Procedures of the 1988
Auction Preferred Stock and the 1993 Auction Preferred Stock to the percentages
set forth below:
Prevailing Rating Percentage
----------------- ----------
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
The dividend rate for each dividend period of the 1988 Auction
Preferred Stock and the 1993 Auction Preferred Stock is determined by an
auction. In each auction, holders of the applicable Shares indicate whether they
desire to (i) continue to hold the Shares without regard to the dividend rate
determined in the auction, (ii) continue to hold the Shares if the dividend rate
determined in the auction is equal to or greater than the rate bid by the
holder, or (iii) sell the Shares without regard to the dividend rate determined
in the auction. Potential holders offer to purchase Shares if the dividend rate
determined in the auction is equal to or greater than the dividend rate bid by
the potential holder. On each date on which an auction is held to determine the
dividend rate of the 1988 Auction Preferred Stock or the 1993 Auction Preferred
Stock (an "Auction Date"), the auction agent determines whether there are
Sufficient Clearing Bids, as described below, and sets the dividend rate for the
next dividend period.
To determine whether there are Sufficient Clearing Bids and to set the
dividend rate for the following dividend period, the auction agent must
calculate the Maximum Rate. The Maximum Rate of the 1988 Auction Preferred Stock
and the 1993 Auction Preferred Stock is determined by multiplying the 60-day
"AA" Composite Commercial Paper Rate times the Rate Multiple. The Rate Multiple
is determined using the table set forth in the definition of Rate Multiple.
3
The current definition of Rate Multiple includes the following table:
Prevailing Rating Percentage
----------------- ----------
AA/aa or Above 110%
A/a 120%
BBB/baa 150%
Below BBB/baa 200%
The following is a calculation of the Maximum Rate using the current
definition of Rate Multiple and the proposed definition of Rate Multiple in the
Proposed Amendment based on our current rating:
______________________________________________________________________________
60-day "AA" Composite Prevailing Rate Maximum
Commercial Paper Rate* Rating Multiple Rate
_____________________________________________________________________________
Current 2.07% BBB/baa 150% 3.11%
_____________________________________________________________________________
Proposed 2.07% BBB/baa 200% 4.14%
_____________________________________________________________________________
* Determined as of November 5, 2001.
Sufficient Clearing Bids will exist if the number of applicable Shares
that are the subject of submitted bids by potential holders specifying rates not
higher than the Maximum Rate equals or exceeds the sum of (i) the number of
Shares that are the subject of submitted bids by existing holders specifying
rates higher than the Maximum Rate and (ii) the number of Shares that are the
subject of orders to sell the Shares without regard to the dividend rate
determined in the auction.
If Sufficient Clearing Bids have been made, the dividend rate for the
next dividend period will be the lowest rate specified in the submitted bids
that would result in all of the outstanding Shares subject to the auction to
continue to be held by existing holders or purchased by potential holders.
If Sufficient Clearing Bids do not exist (other than because all of the
outstanding Shares subject to the auction are subject to bids by existing
holders specifying a desire to continue to hold the Shares without regard to the
dividend rate determined in the auction) the dividend rate for the next
succeeding dividend period for such series will be equal to the Maximum Rate.
If Sufficient Clearing Bids do not exist because all of the outstanding
Shares subject to the auction are subject to bids by existing holders specifying
a desire to continue to hold the Shares without regard to the dividend rate
determined in the auction, the dividend rate for the next dividend period will
be equal to 58% of the of the 60-day "AA" Composite Commercial Paper Rate in
effect on the Auction Date.
In no event will the dividend rate for any dividend period exceed the
Maximum Rate.
Reasons for the Proposed Amendment
Since the respective dates of the issuance of the 1988 Auction
Preferred Stock and the 1993 Auction Preferred Stock, market conditions have
changed and investors currently demand a higher risk premium on corporate
securities. We were informed that as a result of the increase in the risk
premium required by investors, it was necessary for us to increase the Maximum
Rate. The Rate Multiple determines the Maximum Rate investors will receive in
the event Sufficient Clearing Bids are not received in an auction. By increasing
the Maximum Rate, we increase the risk premium offered to investors and increase
the probability of receiving Sufficient Clearing Bids. If we do not increase the
percentages in the definition of Rate Multiple, there will be an increase in the
possibility that Sufficient Clearing Bids will not exist in upcoming auctions.
4
As a result, the Company will be required to pay the Maximum Rate. The market
perceives such a failure to receive Sufficient Clearing Bids in an auction as an
indication that Sufficient Clearing Bids will not be received in subsequent
auctions. We seek to dispel such a perception and ensure a market for the 1988
Auction Preferred Stock and 1993 Auction Preferred Stock. In doing so, we hope
to decrease the possibility that the dividend rate will be set at the Maximum
Rate.
The Proposed Amendment will also impact the liquidity of the Shares.
The transferability of the Shares is largely dependent on receiving Sufficient
Clearing Bids in an auction. The Shares may only be transferred in an auction.
If Sufficient Clearing Bids do not exist in an auction, existing holders may not
be able to sell their Shares. By increasing the potential to receive Sufficient
Clearing Bids, we are increasing the possibility that an existing holder, if
desired, will be able to transfer its Shares in an auction.
Certain Effects of the Proposed Amendment
Following the adoption of the Proposed Amendment, the percentages in
the definition of Rate Multiple will be increased which will increase the
Maximum Rate. We believe that as a result of the increase in the Maximum Rate,
the 1988 Auction Preferred Stock and the 1993 Auction Preferred Stock will be
more marketable under current market conditions. The Shares will be more
marketable because the risk premium will be increased to a level that is
acceptable to the market.
As a result of having a higher Maximum Rate, the potential to receive
Sufficient Clearing Bids in an auction will be increased. This should decrease
the potential that the dividend rate will be set at the Maximum Rate.
A higher Maximum Rate which increases the possibility that Sufficient
Clearing Bids will exist in an auction also increases the possibility that an
existing holder will be able to transfer its Shares in an auction.
VOTING SHARES
For all Preferred Stock, November 1, 2001 has been fixed as the Record
Date for the determination of shareholders entitled to notice of and to vote at
the Special Meeting.
Our Charter authorizes the issuance of 6,000,000 shares of common
stock, $40 par value, of which 6,000,000 shares are outstanding. All of the
outstanding shares are owned by The Southern Company ("Southern").
Our Charter also authorizes 27,500,000 shares of Class A preferred
stock, par value $1 per share. There were 500,000 shares of the 1988 Auction
Preferred Stock outstanding and 200 shares of 1993 Auction Preferred Stock
outstanding on the Record Date. Those series constitute individual series Class
A preferred stock and vary from each other with respect to dividend rates,
redemption prices and amounts payable on liquidation. The holders of the 1988
Auction Preferred Stock and the 1993 Auction Preferred Stock are entitled to
vote on the Proposed Amendment as a single class, each share of 1988 Auction
Preferred Stock being entitled to one vote and each share of 1993 Auction
Preferred Stock being entitled to 1,000 votes.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a beneficial owner of a security is any person who
directly or indirectly has or shares voting or investment power over such
security. No person or group is known by us to be the beneficial owner of more
than 5% of the Shares as of October 30, 2001.
Our officers and directors as a group owned, as of October 30, 2001,
less than 1% of the total number of Shares and of the common stock of Southern.
5
VOTING REQUIREMENTS AND PROCEDURES
We can only take action on the Proposed Amendment if a quorum of
Preferred Shareholders is present, in person or by proxy, at the Special
Meeting. Therefore, it is very important that you return your completed and
signed Proxy. A majority of the total eligible outstanding votes of Preferred
Shareholders, voting together as a single class, constitutes a quorum. Once a
Share is represented for any purpose at the Special Meeting (other than solely
to object to holding the Special Meeting or to transacting business at the
Special Meeting), it is deemed present for quorum purposes for the remainder of
the Special Meeting. Abstentions will be counted as present for purposes of
determining the presence or absence of a quorum. Broker non-votes will not be
counted as present for quorum purposes. Broker non-votes are votes that brokers
holding shares of record for their customers are not permitted to be cast
because the brokers have not received specific instructions from their
customers.
Adoption of the Proposed Amendment requires that the holders of the
shares of our capital stock then outstanding and entitled to vote (i.e., the
common stock) cast more votes FOR the Proposed Amendment than against it.
Southern, the owner of all of our outstanding shares of common stock, has
advised us that it intends to vote all of the outstanding shares of common stock
FOR the Proposed Amendment.
Because the rights of the Preferred Shareholders will be affected by
the Proposed Amendment in a substantially similar way, adoption of the Proposed
Amendment also requires the approval of the Preferred Shareholders voting
together as a single class. Assuming a quorum is present, in person or by proxy,
the Proposed Amendment will be approved if the votes cast FOR the Proposed
Amendment exceed the votes case against it. Therefore, abstentions and broker
non-votes will have no effect on the adoption or rejection of the Proposed
Amendment.
Votes at the Special Meeting will be tabulated preliminarily by the
Corporate Secretary. Inspectors of Election, duly appointed by the presiding
officer of the Special Meeting, will definitively count and tabulate the votes
and determine and announce the results at the Special Meeting. We have no
established procedure for confidential voting.
SOLICITATION OF PROXIES
We will bear the cost of the solicitation of proxies. Proxies will be
solicited by mail or by telephone. Our officers and employees or affiliates and
officers and employees of Lehman Brothers Inc. may solicit proxies personally or
by telephone; such persons will receive no additional compensation for these
services.
We have requested that brokerage houses and other custodians, nominees
and fiduciaries forward solicitation materials to the beneficial owners of
shares of our outstanding Preferred Stock held of record by such persons and
will reimburse such brokers and other fiduciaries for their reasonable
out-of-pocket expenses incurred in connection therewith.
RIGHT TO DISSENT
The Proposed Amendment does not create rights of appraisal or similar
rights of dissent.
6
FINANCIAL AND OTHER INFORMATION
We are subject to the informational requirements of the Exchange Act
and, in accordance with the Exchange Act, we file reports and other information
with the Securities and Exchange Commission (the "Commission"). Such reports and
other information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, DC 20549;
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; or 233
Broadway, New York, New York 10279. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
at http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including us. Reports, proxy materials and other information about
us are also available at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
Our financial statements and related information included in our Annual
Report on Form 10-K for the year ended December 31, 2000, our Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2001 and June 30, 2001 and our
Current Reports on Form 8-K dated February 28, 2001 and August 22, 2001 each as
filed with the Commission, are hereby incorporated by reference. All documents
subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Proxy Statement and prior to the date of the
Special Meeting (or any adjournment or postponement thereof) shall be deemed to
be incorporated by reference in this Proxy Statement and to be a part of this
Proxy Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Proxy Statement will be deemed to be modified or superseded for purposes
of this Proxy Statement to the extent that a statement contained in this Proxy
Statement or in any other subsequently filed document that is deemed to be
incorporated by reference in this Proxy Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Proxy
Statement.
We will provide without charge to you, on your written or oral request,
a copy of any or all of our documents described above that have been
incorporated by reference in this Proxy Statement, other than exhibits to such
documents. You should direct your requests to Corporate Secretary, Alabama Power
Company, 600 North 18th Street, Birmingham, Alabama 35291, telephone: (205)
257-2714. The information relating to us contained in this Proxy Statement does
not purport to be comprehensive and should be read together with the information
contained in the documents incorporated by reference.
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You should direct any questions or requests for assistance in
connection with this Proxy Statement and the accompanying Proxy to William E.
Zales, Jr., Vice President and Corporate Secretary at (205) 257-2714. Requests
for additional copies of this Proxy Statement, the Proxy or other proxy
materials may be directed to the Corporate Secretary, and such copies will be
furnished to you promptly at our expense.
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INDEPENDENT PUBLIC ACCOUNTANTS
No representative of Arthur Andersen LLP, our independent public
accountants, is expected to be present at the Special Meeting unless prior to
the day of the Special Meeting our Corporate Secretary has received written
notice from a Preferred Shareholder addressed to the Corporate Secretary at
Alabama Power Company, 600 North 18th Street, Birmingham, Alabama 35291, that
such Preferred Shareholder will attend the Special Meeting and wishes to ask
questions of a representative of Arthur Andersen LLP.
7
DELIVERY OF PROXIES
Properly executed Proxies must be received by mail at or prior to the
time of the Special Meeting, which will be held on November 21, 2001. Proxies
may be mailed to the Company to the attention of the Corporate Secretary. A
postage paid return envelope is enclosed for your convenience.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, shareholders may present
proper proposals for inclusion in the Company's proxy statement and for
consideration at the next annual meeting of its shareholders by submitting their
proposals to the Company in a timely manner. In order to be so included for the
2002 Annual Meeting, shareholder proposals must be received by the Company no
later than December 6, 2001, and must otherwise comply with the requirements of
Rule 14a-8.
OTHER MATTERS
The Board of Directors knows of no matter other than the Proposed
Amendment to come before the Special Meeting. If any other matters properly come
before the Special Meeting or any adjournment or postponement of the Special
Meeting, it is intended that the persons designated as proxies in the enclosed
Proxy will vote on such matters in their discretion.
BY ORDER OF THE BOARD OF DIRECTORS
William E. Zales, Jr.
Vice President and Corporate Secretary
Birmingham, Alabama
November 9, 2001
8
APPENDIX A
PROVISIONS OF THE CHARTER TO BE MODIFIED BY THE PROPOSED AMENDMENT
Unless otherwise defined, capitalized terms used herein are used as
defined in the Charter.
The Prevailing Rating Table in Part II, Auction Procedures, 1. Certain
Definitions, paragraph (r) "Rate Multiple" of the amendment to the Joint
Agreement Between Alabama Power Company and Birmingham Electric Company
Prescribing the Terms and Conditions of Merger Of Birmingham Electric Company
Into and With Alabama Power Company, dated as of October 21, 1952, as amended,
as filed with the Alabama Secretary of State as of November 22, 1988 is hereby
deleted in its entirety and replaced with the following:
Prevailing Rating* Percentage
----------------- ----------
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
* As explained below, in the event of a split
rating the prevailing rating will be
determined by reference to the lower of the
two ratings.
The Prevailing Rating Table in Part II, Auction Procedures, 1. Certain
Definitions, paragraph (r) "Rate Multiple" of the amendment to the Joint
Agreement Between Alabama Power Company and Birmingham Electric Company
Prescribing the Terms and Conditions of Merger Of Birmingham Electric Company
Into and With Alabama Power Company, dated as of October 21, 1952, as amended,
as filed with the Alabama Secretary of State as of November 2, 1993 is hereby
deleted in its entirety and replaced with the following:
Prevailing Rating* Percentage
------------------ ----------
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
* As explained below, in the event of a split
rating the prevailing rating will be
determined by reference to the lower of the
two ratings.
Questions or requests for assistance may be directed to the Corporate
Secretary at the telephone number and address listed below. Requests for
additional copies of this Proxy Statement, the accompanying Proxy and other
proxy materials may be directed to the Corporate Secretary, and such copies will
be furnished promptly at our expense.
ALABAMA POWER COMPANY
600 North 18th Street
Birmingham, Alabama 35291
(205) 257-2714
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Properly executed Proxies must be received by mail at or prior to
the Special Meeting which will be held at 8:00 a.m., Central time, on November
21, 2001. Such Proxies should be sent to:
By Mail or By Courier
ALABAMA POWER COMPANY
c/o Corporate Secretary
600 North 18th Street
Birmingham, Alabama 35291
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PROXY PROXY
ALABAMA POWER COMPANY
600 NORTH 18th STREET, BIRMINGHAM, ALABAMA 35291
The undersigned shareholder of Alabama Power Company (the"Company") hereby
appoints Charles D. McCrary, William E. Zales, Jr., Ceila H. Shorts and Wayne
Boston, and each of them individually, with full power of substitution, as
proxies of the undersigned, and hereby authorizes them to represent and to vote
as designated hereunder and in their discretion with respect to any other
business properly brought before the Special Meeting of Shareholders of the
Company to be held on Wednesday, November 21, 2001 all of the shares of 1988
Auction Series of the Company's Class A Preferred Stock, with stated capital of
$100 per share and 1993 Auction Series of the Company's Class A Preferred Stock,
with stated capital of $100,000 per share which the undersigned is entitled to
vote at the Special Meeting, or any adjournment(s) or postponement(s) thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. This Proxy when
properly executed, will be voted in the manner directed herein by the
undersigned shareholder(s). If no direction is made, the Proxy will be voted FOR
Item 1.
Indicate your vote by an (X). The Board of Directors recommends voting FOR Item
1.
Item 1. To amend the Charter to increase the percentages in the definition of
Rate Multiple set forth in the Auction Procedures of the 1988 Auction Series of
the Company's Class A Preferred Stock, with stated capital of $100 per share and
the 1993 Auction Series of the Company's Class A Preferred Stock, with stated
capital of $100,000 per share to the percentages set forth below:
Prevailing Rating Percentage
----------------- ---------
AA/aa or Above 150%
A/a 175%
BBB/baa 200%
Below BBB/baa 250%
[ ] FOR [ ] AGAINST [ ] ABSTAIN
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN ACCORDANCE
WITH INSTRUCTIONS APPEARING ON THIS PROXY. IN THE ABSENCE OF SPECIFIC
INSTRUCTIONS, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY
OTHER MATTER THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Please check the box if you plan to attend the Special Meeting [ ].
SIGNATURE(S) OF OWNERS
X ____________________________________________________________________________
X ___________________________________________________________________________
Dated:___________________________________________________________________, 2001
Name(s) ______________________________________________________________________
(Please Print)
Capacity (full title): _______________________________________________________
Address:______________________________________________________________________
(Include Zip Code)
DAYTIME Area Code and Telephone No: ___________________________________________
Must be signed by the registered holder(s) exactly as name (s) appear (s) on the
stock certificate or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title.
To be Filled Out if Applicable:
Name of Beneficial Holder:____________________________________________________
Beneficial Holder's Address: _________________________________________________
Daytime Area Code and Telephone Number:_______________________________________
Name of Broker Dealer(s):_____________________________________________________
- Account Numbers: ___________________________________________________________
- DTC No.: ___________________________________________________________________
Number of shares of 1988 Auction Preferred Stock entitled to vote:___________
Number of shares of 1993 Auction Preferred Stock entitled to vote:__________