Filed by CP&L Energy, Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule
14a-12
of the Securities Exchange Act of 1934
Subject Company: CP&L Energy, Inc.
Commission File No. 001-15929
On July 13, 2000, CP&L Energy, Inc. issued the following news release.
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[LOGO OF CP&L] [LOGO OF FLORIDA PROGRESS CORPORATION]
Carolina Power & Light Florida Progress Corporation
MEDIA CONTACTS INVESTOR CONTACTS
KEITH POSTON, BOB DRENNAN,
CP&L Energy CP&L Energy
919/546-6189 919/546-7474
MELANIE FORBRICK, GREG BEURIS,
Florida Progress Corporation Florida Progress Corporation
727/820-5023 727/820-5734
FERC, Federal Trade Commission Approve
CP&L's Acquisition of Florida Progress
RALEIGH, N.C. (July 13, 2000) - CP&L Energy's (CP&L) [NYSE: CPL] pending
acquisition of Florida Progress Corporation (FPC) [NYSE: FPC] has received
approval by the Federal Energy Regulatory Commission (FERC) and the Federal
Trade Commission (FTC). The companies had filed an application on February 3,
2000, requesting that the FERC issue a final order approving the acquisition.
The companies filed the Hart-Scott-Rodino pre-merger filing with the
FTC/Department of Justice on June 9, 2000. Both approvals were received July 12,
2000.
The FERC order approved the acquisition with the requirement that the companies
must make a filing on or before October 15, 2000, as required under Order No.
2000, to transfer operational control of their transmission facilities to a
regional transmission organization (RTO) on or before December 15, 2001. Both
CP&L and FPC are on track to comply with the clarification in FERC's order. In
its unanimous ruling, the FERC Commissioners stated, "...we find that
Applicants' proposed merger and mitigation commitments are consistent with the
public interest. Accordingly, we will approve the merger without further
investigation."
In its ruling, the Department of Justice and the Federal Trade Commission found
no adverse effects on competition as a result of this acquisition.
"We are delighted that FERC and the FTC moved so quickly to approve our
acquisition of Florida Progress," said William Cavanaugh, chairman, president
and CEO of CP&L Energy. "Both companies are committed to FERC's vision for
regional transmission entities, so we are confident we will complete this
acquisition on schedule this fall. The combination of CP&L and Florida Progress
will create a stronger company that will serve the growing energy needs of the
Southeast."
"We're very pleased with both decisions," said Richard Korpan, chairman,
president and CEO of Florida Progress. "It's a major step that keeps us on track
to successfully meet our goal of completing our combination in the fall of this
year."
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 other federal
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and state regulatory agencies, including the Securities and Exchange Commission
and the North Carolina Utilities Commission and by shareholders of both
companies. The companies mailed proxies to their respective shareholders this
week. CP&L's shareholders will meet in Raleigh, N.C. on August 16, 2000, and
Florida Progress shareholders will meet in St. Petersburg, FL on August 17,
2000.
The combined company will be one of the nation's 10 largest energy companies
based on a generating capacity of more than 18,500 megawatts. The new company
will have a powerful presence in the Southeastern electric and natural gas
markets and will be dedicated to expanding the region's electric generation
capacity and delivering reliable, competitively priced energy throughout its
high-growth service area.
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 will
be formed to support the combined company. CP&L Energy, the temporary name for
the new holding company, will be re-named as part of an overall corporate
branding initiative later this year.
About CP&L Energy
Headquartered in Raleigh, N.C., CP&L Energy, through its subsidiary CP&L,
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 NCNG subsidiary, 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 Energy and
CP&L can be found at http://www.cplc.com.
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.
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,
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.
[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. In addition, CP&L
Energy and Florida Progress will file other relevant documents concerning the
share exchange with the SEC. 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.
CP&L Energy, its officers, directors, employees and agents may be soliciting
proxies from CP&L Energy shareholders in connection with the share exchange.
Information concerning the participants in the solicitation is set forth in the
definitive joint proxy statement/prospectus included in the Registration
Statement on Form S-4 filed by CP&L Energy with the SEC on July 5, 2000.
Florida Progress, its officers, directors, employees and agents may be
soliciting proxies from Florida Progress shareholders in connection with the
share exchange. Information concerning the participants in the solicitation is
set forth in the definitive joint proxy statement/prospectus filed by Florida
Progress with the SEC on July 11, 2000.
