Filed by CP&L Energy, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Florida Progress Corporation
Commission File No. 333-40836
On August 16, 2000, CP&L Energy, Inc. issued the following press release and
posted it on its web site.
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CP&L Shareholders Approve
Acquisition of Florida Progress Aug 16, 2000
RALEIGH, N.C. (August 16, 2000) - CP&L Energy's (CP&L) [NYSE: CPL] shareholders
today approved the company's pending acquisition of Florida Progress Corporation
(FPC) [NYSE: FPC] at a Special Shareholders Meeting in Raleigh, N.C. 98% of
shareholders who cast ballots voted in favor of the acquisition, which will
create one of the nation's 10 largest energy companies based on a generating
capacity of more than 19,000 megawatts. The new company will have a powerful
presence in the Southeastern electric and natural gas markets with more than 2.8
million customers.
"Once this acquisition closes, we will have size, capacity, assets and a
customer base to put CP&L in a position to effectively compete in any business
environment," said William Cavanaugh, chairman, president and CEO of CP&L
Energy. "We intend to strengthen those customer relationships and utilize our
generation assets to go after a larger share of the region's fast-growing
wholesale energy market." "Today is another important step toward completing the
combination of these two outstanding companies on schedule this fall," said
Richard Korpan, chairman, president and CEO of Florida Progress. "We are
creating a powerful new company poised for success in the rapidly changing
marketplace." CP&L and Florida Progress announced a share exchange agreement on
August 23, 1999; the agreement was amended March 6, 2000. The acquisition still
must be approved by FPC shareholders, the North Carolina Utilities Commission
(NCUC) and the Securities and Exchange Commission (SEC). FPC shareholders vote
tomorrow at a Special Shareholders Meeting in St. Petersburg, FL and the NCUC is
expected to issue an order approving the combination soon. The acquisition is
expected to close in the fall.
As previously announced, William Cavanaugh will lead the new company as its
chairman, president and chief executive officer. CP&L Energy will be organized
into five primary business units: Energy Supply, Energy Delivery, Florida Power,
Gas & Energy Services and Energy Ventures. In addition, a Service Company has
been formed to support the combined company. CP&L Energy, the temporary name for
the new holding company, will be re-named at closing.
About Florida Progress
Florida Progress is a FORTUNE 500 diversified electric utility holding company
based in St. Petersburg, Florida. Its principal subsidiary is Florida Power, one
of the nation's leading electric utilities committed to serving its 1.4 million
customers in Florida with competitively priced energy, excellent reliability,
and outstanding customer service. Diversified operations include rail services,
marine operations, and coal mining and synthetic fuel production. Additional
information about Florida Progress can be found at http://www.fpc.com.
About CP&L Energy
Headquartered in Raleigh, N.C., CP&L Energy, through its subsidiary Carolina
Power & Light, provides electricity and energy services to 1.2 million customers
in North Carolina and South Carolina and provides natural gas distribution and
service, through its wholly owned subsidiary North Carolina Natural Gas (NCNG),
to about 178,000 customers in eastern and southern North Carolina. The company
owns and operates a system of 18 power plants in the Carolinas and Georgia. CP&L
Energy's non-regulated operations include fiber optic assets and statusgo.com,
two Internet-related services businesses, and Strategic Resource Solutions
(SRS), an integrated facility and energy management solutions company.
Additional information on CP&L can be found at http://www.cplc.com.
This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Securities Exchange Act of 1934. The
forward-looking statements are subject to various risks and uncertainties.
Discussion of factors that could cause actual results to differ materially from
management's projections, forecasts, estimates and expectations may include
factors that are beyond the company's ability to control or estimate precisely.
Factors include, but are not limited to, actions in the financial markets,
actions of regulatory agencies, weather conditions, economic conditions in the
company's service territories, fluctuations in energy-related commodity prices,
conversion activity, other marketing efforts and other uncertainties. Other risk
factors are detailed from time to time in the company's SEC reports.
# # #
Contact: 24-hour media line 919-546-6189
[End of text of press release]
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In connection with the share exchange between CP&L Energy and Florida Progress,
CP&L Energy has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 and Florida Progress has filed with the SEC a
definitive proxy statement each of which contains the definitive joint proxy
statement/prospectus of CP&L Energy and Florida Progress. The definitive joint
proxy statement/prospectus was first mailed on or about July 11, 2000 to
shareholders of CP&L Energy and Florida Progress. We urge investors to read the
definitive joint proxy statement/prospectus and any other relevant documents to
be filed with the SEC because they contain important information. Investors will
be able to obtain the documents free of charge at the SEC's web site,
http://www.sec.gov. In addition, documents filed by CP&L Energy and Carolina
Power & Light Company with the SEC can be obtained by contacting CP&L Energy at
the following address and telephone number: Shareholder Relations, 411
Fayetteville Street, Raleigh, North Carolina 27601, telephone: (800) 662-7232.
Documents filed with the SEC by Florida Progress can be obtained by contacting
Florida Progress at the following address and telephone number: Investor
Services, P. O. Box 14042 (CX1H), St. Petersburg, Florida 33733, telephone:
(800) 937-2640. Read the definitive joint proxy statement/prospectus carefully
before making a decision concerning the share exchange.
