Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-100721
333-100721-01
333-100721-02
333-100721-03
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 6, 2002)
$100,000,000
(ALABAMA POWER LOGO)
SERIES R 4.70% SENIOR NOTES
DUE DECEMBER 1, 2010
---------------------------
This is a public offering by Alabama Power Company of $100,000,000 of
Series R 4.70% Senior Notes due December 1, 2010. Interest is payable June 1 and
December 1 of each year, beginning June 1, 2003.
Alabama Power Company may redeem the Series R Senior Notes, in whole or in
part, at any time, at a make-whole redemption price, as described herein on page
S-5.
The Series R Senior Notes should be delivered on or about November 26, 2002
through the book-entry facilities of The Depository Trust Company.
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Per Series R
Senior Note Total
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Public Offering Price....................................... 99.715% $99,715,000
Underwriting Discount....................................... 0.625% $ 625,000
Proceeds to Alabama Power Company........................... 99.090% $99,090,000
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Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this Prospectus Supplement or the accompanying Prospectus. Any
representation to the contrary is a criminal offense.
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GOLDMAN, SACHS & CO. MORGAN STANLEY
---------------------------
CREDIT LYONNAIS SECURITIES
November 20, 2002
In making your investment decision, you should rely only on the information
contained or incorporated by reference in this Prospectus Supplement and the
attached Prospectus. We have not authorized anyone to provide you with any other
information. If you receive any unauthorized information, you must not rely on
it.
We are offering to sell the Series R Senior Notes only in places where
sales are permitted.
You should not assume that the information contained or incorporated by
reference in this Prospectus Supplement or the attached Prospectus, including
information incorporated by reference, is accurate as of any date other than its
respective date.
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TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
The Company S-3
Selected Financial Information S-3
Use of Proceeds S-4
Description of the Series R Senior
Notes S-4
Underwriting S-8
PAGE
----
PROSPECTUS
About this Prospectus 2
Available Information 2
Incorporation of Certain Documents by
Reference 2
Selected Information 4
Alabama Power Company 4
The Trusts 5
Accounting Treatment of Trusts 6
Use of Proceeds 6
Description of the New Bonds 6
Description of the New Stock 9
Description of the Senior Notes 11
Description of the Junior Subordinated
Notes 15
Description of the Preferred
Securities 20
Description of the Guarantees 21
Relationship Among the Preferred
Securities, the Junior Subordinated
Notes and the Guarantees 23
Plan of Distribution 24
Legal Matters 25
Experts 25
S-2
THE COMPANY
Alabama Power Company (the "Company") is a corporation organized under the
laws of the State of Alabama on November 10, 1927, by the consolidation of a
predecessor Alabama Power Company, Gulf Electric Company and Houston Power
Company. The Company has its principal office at 600 North 18th Street,
Birmingham, Alabama 35291, telephone (205) 257-1000. The Company is a wholly
owned subsidiary of The Southern Company ("Southern").
The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
44,500 square mile service area comprising most of the State of Alabama.
SELECTED FINANCIAL INFORMATION
The following data is qualified in its entirety by reference to and,
therefore, should be read together with the detailed information and financial
statements appearing in the documents incorporated herein by reference.
NINE
MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------ -------------
1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------ -------------
(MILLIONS, EXCEPT RATIOS) (UNAUDITED)
Operating Revenues........................ $3,149 $3,386 $3,385 $3,667 $3,586 $2,846
Earnings Before Interest and Income
Taxes................................... 836 892 900 959 922 834
Net Income After Dividends on Preferred
Stock................................... 376 377 400 420 387 389
Ratio of Earnings to Fixed Charges(1)..... 3.46 3.12 3.59 3.46 3.31 4.36
CAPITALIZATION
AS OF SEPTEMBER 30, 2002
-------------------------------
ACTUAL AS ADJUSTED(2)
------ ----------------------
(MILLIONS, EXCEPT PERCENTAGES)
Common Stock Equity......................................... $3,379 $3,379 46.5%
Cumulative Preferred Stock.................................. 248 248 3.4
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trusts Holding Company Junior
Subordinated Notes........................................ 347 300 4.1
Senior Notes................................................ 2,814 2,824 38.8
Other Long-Term Debt........................................ 519 519 7.2
------ ------ -----
Total, excluding amounts due within one year of $488
million................................................ $7,307 $7,270 100.0%
====== ====== =====
---------------
(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
adding to "Earnings Before Interest and Income Taxes" the debt portion of
allowance for funds used during construction; and (ii) "Fixed Charges"
consist of "Net Interest Charges" plus the debt portion of allowance for
funds used during construction.
(2) Reflects (i) the issuance in October 2002 of $100,000,000 aggregate
liquidation amount of Alabama Power Capital Trust IV Flexible Trust
Preferred Securities (Five Year Initial Fixed Rate Period) for the benefit
of the Company; (ii) the issuance in October 2002 of $200,000,000 aggregate
liquidation amount of Alabama Power Capital Trust V Flexible Trust Preferred
Securities (Seven Year Initial Fixed Rate Period) for the benefit of the
Company; (iii) the redemption in October 2002 of $97,000,000 aggregate
liquidation amount of Alabama Power Capital Trust I 7.375% Trust Preferred
Securities; (iv) the redemption in October 2002 of $200,000,000 aggregate
liquidation amount of Alabama Power Capital Trust II 7.60% Trust Preferred
Securities; (v) the issuance in October 2002 of $225,000,000 aggregate
principal amount of Series Q 5.50% Senior Notes due October 15, 2017; (vi)
the proposed redemption in November 2002 of $217,875,000 aggregate principal
amount of Series D 6.50% Senior Insured Quarterly Notes due September 30,
2018; (vii) the proposed redemption in November 2002 of $50,000,000
aggregate liquidation amount of Alabama Power Capital Trust III Capital
Auction Preferred Securities;
S-3
(viii) the issuance in November 2002 of $100,000,000 aggregate principal
amount of Series Q 5.50% Senior Notes due October 15, 2017; (ix) the
proposed redemption in December 2002 of $99,562,000 aggregate principal
amount of Series E 6.25% Senior Notes due September 30, 2010 and (x) the
issuance of the Series R Senior Notes and the application of the use of
proceeds as described herein.
USE OF PROCEEDS
The proceeds from the sale of the Series R Senior Notes will be applied by
the Company to redeem all of its Series F 6.375% Senior Insured Quarterly Notes
due September 30, 2018 currently outstanding in the aggregate principal amount
of $96,791,000 at a redemption price of 100% of the principal amount thereof
plus accrued interest and for other general corporate purposes.
DESCRIPTION OF THE SERIES R SENIOR NOTES
Set forth below is a description of the specific terms of the Series R
4.70% Senior Notes due December 1, 2010 (the "Series R Senior Notes"). This
description supplements, and should be read together with, the description of
the general terms and provisions of the Senior Notes set forth in the
accompanying Prospectus under the caption "Description of the Senior Notes." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
Prospectus and the Senior Note Indenture (the "Senior Note Indenture") dated as
of December 1, 1997, as supplemented, between the Company and JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Senior Note
Indenture Trustee").
GENERAL
The Series R Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series R Senior Notes will be initially issued in
the aggregate principal amount of $100,000,000. The Company may, without the
consent of the holders of the Series R Senior Notes, issue additional notes
having the same ranking and interest rate, maturity and other terms (except for
the issue price and issue date) as the Series R Senior Notes. Any additional
notes having such similar terms, together with the Series R Senior Notes, will
constitute a single series of senior notes under the Senior Note Indenture.
The entire principal amount of the Series R Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on December 1, 2010. The Series R Senior Notes are not subject to any sinking
fund provision. The Series R Senior Notes are available for purchase in
denominations of $1,000 and any integral multiple thereof.
INTEREST
Each Series R Senior Note shall bear interest at the rate of 4.70% per
annum (the "Securities Rate") from the date of original issuance, payable
semiannually in arrears on June 1 and December 1 of each year (each, an
"Interest Payment Date") to the person in whose name such Series R Senior Note
is registered at the close of business on the fifteenth calendar day prior to
such payment date (whether or not a Business Day). The initial Interest Payment
Date is June 1, 2003. The amount of interest payable will be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on the Series R Senior Notes is not a Business Day,
then payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on such date.
RANKING
The Series R Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company and will rank equally with all other unsecured and
unsubordinated obligations of the Company. The Series R Senior Notes will be
effectively subordinated to all secured debt of the Company, including its first
mortgage bonds, aggregating approximately $302,000,000 outstanding at September
30, 2002. The Senior Note
S-4
Indenture contains no restrictions on the amount of additional indebtedness that
may be incurred by the Company.
OPTIONAL REDEMPTION
The Series R Senior Notes will be subject to redemption at the option of
the Company in whole or in part at any time upon not less than 30 nor more than
60 days' notice, at redemption prices (each, a "Redemption Price") equal to the
greater of (i) 100% of the principal amount of the Series R Senior Notes being
redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Series R Senior Notes being
redeemed discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield plus 15 basis points, plus, for (i) and (ii) above, whichever is
applicable, accrued interest on the Series R Senior Notes to the date of
redemption.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series R Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Series R Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day in New York City preceding such redemption date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "H.15(519)" or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
redemption date.
"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Senior Note Indenture Trustee.
"Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City appointed by the Company and reasonably acceptable to
the Senior Note Indenture Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and any redemption date, the average, as determined by the
Senior Note Indenture Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount
and quoted in writing to the Senior Note Indenture Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day in New York City
preceding such redemption date).
If notice of redemption is given as aforesaid, the Series R Senior Notes so
to be redeemed shall, on the date of redemption, become due and payable at the
applicable Redemption Price together with any accrued interest thereon, and from
and after such date (unless the Company shall default in the payment of the
applicable Redemption Price and accrued interest) such Series R Senior Notes
shall cease to bear interest. If any Series R Senior Note called for redemption
shall not be paid upon surrender thereof for redemption, the principal shall,
until paid, bear interest from the date of redemption at the Securities Rate.
See "Description of the Senior Notes -- Events of Default" in the accompanying
Prospectus.
Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Series R
Senior Notes by tender, in the open market or by private agreement.
S-5
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as the initial securities
depository for the Series R Senior Notes. The Series R Senior Notes will be
issued only as fully registered securities registered in the name of Cede & Co.,
DTC's nominee or such other name as may be requested by an authorized
representative of DTC. One or more fully registered global Series R Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of the Series R Senior Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds and provides asset servicing for over 2
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues and money market instruments from over 85 countries that DTC's
participants ("Direct Participants") deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants' accounts. This eliminates the
need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is a
wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").
DTCC, in turn, is owned by a number of Direct Participants of DTC and members of
the National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation
(NSCC, GSCC, MBSCC and EMCC, also subsidiaries of DTCC), as well as by the New
York Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The DTC rules applicable to its
Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.
Purchases of Series R Senior Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series R Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series R Senior Notes ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series R Senior
Notes. Transfers of ownership interests in the Series R Senior Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Series R Senior Notes,
except in the event that use of the book-entry system for the Series R Senior
Notes is discontinued.
To facilitate subsequent transfers, all Series R Senior Notes deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series R Senior Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect
any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series R Senior Notes. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series R Senior Notes
are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Redemption notices shall be sent to DTC. If less than all of the Series R
Senior Notes are being redeemed, DTC's practice is to determine by lot the
amount of interest of each Direct Participant in such Series R Senior Notes to
be redeemed.
S-6
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Although voting with respect to the Series R Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to Series R Senior Notes. Under
its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Series R Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the Series R Senior Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the Company or the Senior Note
Indenture Trustee on the relevant payment date in accordance with their
respective holdings shown on DTC's records. Payments by Direct or Indirect
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
Direct or Indirect Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series R Senior
Note will not be entitled to receive physical delivery of Series R Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series R Senior Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global Series R Senior Note.
DTC may discontinue providing its services as securities depository with
respect to the Series R Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depositary is not obtained, Series R Senior Notes certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depositary) with respect to the Series R Senior Notes. In that event,
certificates for the Series R Senior Notes will be printed and delivered to the
holders of record.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Direct or Indirect Participants
of their respective obligations as described herein or under the rules and
procedures governing their respective operations.
S-7
UNDERWRITING
Subject to the terms and conditions of an underwriting agreement (the
"Underwriting Agreement"), the Company has agreed to sell to the underwriters
named below (the "Underwriters") and each of the Underwriters has severally
agreed to purchase from the Company the principal amount of the Series R Senior
Notes set forth opposite its name below:
PRINCIPAL AMOUNT OF
SERIES R SENIOR
NAME NOTES
---- -------------------
Goldman, Sachs & Co. ....................................... $ 40,000,000
Morgan Stanley & Co. Incorporated .......................... 40,000,000
Credit Lyonnais Securities (USA) Inc. ...................... 20,000,000
------------
Total............................................. $100,000,000
============
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all of the Series R Senior
Notes offered hereby if any of the Series R Senior Notes are purchased.
The Underwriters propose to offer the Series R Senior Notes directly to the
public at the initial public offering prices set forth on the cover page of this
Prospectus Supplement, and may offer them to certain securities dealers at such
price less a concession not in excess of 0.375% of the principal amount per
Series R Senior Note. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of 0.25% of the principal amount per Series R Senior
Note to certain brokers and dealers. After the Series R Senior Notes are
released for sale to the public, the offering price and other selling terms may
from time to time be varied by the Underwriters.
It is expected that delivery of the Series R Senior Notes will be made
against payment therefor on or about the fourth business day following the date
hereof. Trades in the secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the Series R Senior Notes before final
settlement will be required, by virtue of the fact that the Series R Senior
Notes will settle in T+4, to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement.
Prior to this offering, there has been no public market for the Series R
Senior Notes. The Underwriters have advised the Company that they intend to make
a market in the Series R Senior Notes. The Underwriters will have no obligation
to make a market in the Series R Senior Notes, however, and may cease market
making activities, if commenced, at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Company's expenses associated with the offer and sale of the Series R
Senior Notes are estimated to be $225,000.
The Company has agreed with the Underwriters, that during the period of 15
days from the date of the Underwriting Agreement, not to sell, offer to sell,
grant any option for the sale of, or otherwise dispose of any Series R Senior
Notes, any security convertible into, exchangeable into or exercisable for the
Series R Senior Notes or any debt securities substantially similar to the Series
R Senior Notes (except for the Series R Senior Notes issued pursuant to the
Underwriting Agreement and $100,000,000 aggregate principal amount of the
Company's Series Q 5.50% Senior Notes due October 15, 2017), without the prior
written consent of Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.
This agreement does not apply to issuances of commercial paper or other debt
securities with scheduled maturities of less than one year.
In order to facilitate the offering of the Series R Senior Notes, the
Underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Series R Senior Notes. Specifically, the Underwriters
may over-allot in connection with the offering, creating short positions in the
Series R Senior
S-8
Notes for their own account. In addition, to cover over-allotments or to
stabilize the price of the Series R Senior Notes, the Underwriters may bid for,
and purchase, Series R Senior Notes in the open market. The Underwriters may
reclaim selling concessions allowed to an Underwriter or dealer for distributing
Series R Senior Notes in the offering, if the Underwriters repurchase previously
distributed Series R Senior Notes in transactions to cover short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Series R Senior Notes above independent
market levels. The Underwriters are not required to engage in these activities,
and may end any of these activities at any time.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.
Neither the Company nor the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Series R Senior Notes. In addition,
neither the Company nor the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such transactions once
commenced will not be discontinued without notice.
The Underwriters and their affiliates engage in transactions with, and,
from time to time, have performed investment banking and/or commercial banking
services for, the Company and its affiliates in the ordinary course of business
and may do so in the future.
S-9
$100,000,000
(ALABAMA POWER LOGO)
SERIES R 4.70% SENIOR NOTES
DUE DECEMBER 1, 2010
---------------------------
PROSPECTUS SUPPLEMENT
November 20, 2002
---------------------------
GOLDMAN, SACHS & CO. MORGAN STANLEY
---------------------------
CREDIT LYONNAIS SECURITIES