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 17, 2000, CP&L Energy, Inc. issued the following press release and
posted it on its web site.
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Aug 17, 2000
Florida Progress Shareholders Approve
CP&L Acquisition
RALEIGH, NC and ST. PETERSBURG, FL -- (August 17, 2000) - Florida Progress
Corporation (FPC) [NYSE: FPC] shareholders today approved the acquisition of the
company by CP&L Energy (CP&L) [NYSE: CPL] at its Annual Shareholders Meeting in
St. Petersburg, Florida. Of the ballots cast, 96 percent voted in favor of the
acquisition or 76 percent of the more than 98,000,000 shares outstanding. The
combination will create one of the nation's 10 largest energy companies based on
a generating capacity of more than 19,000 megawatts with more than 2.8 million
customers.
"We're obviously pleased that the overwhelming majority of our shareholders have
confidence that our combination with CP&L is what's best for our company
long-term," said Richard Korpan, chairman, president and CEO of Florida
Progress. "They recognize that we will be better positioned to leverage our
economies of scale in order to take advantage of the rapid growth in the
Southeast and deliver increasing value to our shareholders."
"By doubling our customer base and revenues, and nearly doubling our generating
capacity, the new CP&L Energy will be a strong and solidly competitive force in
this nation's evolving energy industry," said William Cavanaugh, chairman,
president and CEO of CP&L Energy. "We are transforming CP&L into a
super-regional organization that will span the Southeastern United States."
FPC shareholders will receive $54 in cash or stock, subject to adjustment, plus
one Contingent Value Obligation (CVO) related to recent synthetic fuel plant
purchases, for each share of FPC stock. Florida Progress shareholders will have
the right to elect cash or stock having a value of $54, subject to adjustment
based on the price of CP&L stock during a period before the exchange is closed
and to proration if the elections exceed 65 percent in cash or 35 percent in
stock.
The acquisition still must be approved by the North Carolina Utilities
Commission (NCUC) and the Securities and Exchange Commission (SEC). The NCUC is
expected to issue an order approving the combination soon. The acquisition is
expected to close in the fall.
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
Carolina Power & Light Company
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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.
