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 October 25, 2000 CP&L Energy, Inc. issued the following press release.
(CP&L LOGO) [Graphic of the word News appears here]
CP&L Energy, Inc. 24-Hour Media Line
Corporate Communications Tel 919 546-6189
P.O. Box 1551 Fax 919 546-6615
Raleigh, N.C. 27602 Internet www.cplc.com
CP&L Energy extends election deadline for Florida Progress shareholders
RALEIGH, N.C. (October 25, 2000) - CP&L Energy, Inc. (CP&L) [NYSE: CPL] today
announced that it has extended the election deadline for Florida Progress
Corporation shareholders in connection with the closing of the share exchange
between CP&L Energy and Florida Progress.
The election deadline, which was previously scheduled to occur on October 30,
2000, is the date by which Florida Progress shareholders must complete and
return their Election Form concerning the type of consideration to be received
in the share exchange. The dates of (i) the end of the measurement period for
determining the exchange ratio to be used to determine the number of shares of
CP&L Energy common stock which may be received, (ii) the election deadline, and
(iii) the closing of the share exchange will be announced in a press release no
less than five business days prior to the closing of the share exchange. Under
the share exchange documents, the election deadline will be 5:00 PM on the
second business day immediately preceding the closing.
CP&L Energy still expects the closing of the share exchange to occur during the
second half of November or the month of December this year, upon receipt of the
final utility regulatory approval from the Securities and Exchange Commission
under the Public Utility Holding Company Act of 1935.
Additional information regarding the election deadline and the share exchange
can be found on the Company's web site at http://www.cplc.com.
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
<PAGE>
Carolina and provides natural gas, through its subsidiary NCNG, to about 166,000
customers in eastern and southern North Carolina. CP&L Energy's non-regulated
operations include Energy Ventures, which owns interests in two synthetic fuels
plants, Caronet, the company's fiber optic assets, statusgo.com, an
Internet-related service business, and Strategic Resource Solutions (SRS), an
integrated facility and energy management solutions company. Additional
information on CP&L Energy 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,
weather conditions, economic conditions in the company's service territories,
fluctuations in energy-related commodity prices, conversion activity, other
marketing efforts and other uncertainties. Key factors affecting the synthetic
fuel plant investment that could have a direct bearing on the company's ability
to meet these projections include market acceptance of synthetic fuel,
competition from competing products, impacts of environmental regulations on
potential buyers, income tax issues related to synthetic fuel tax credits and
other factors. Other risk factors are detailed from time to time in the
company's SEC reports.
# # #
Contact: Corporate Communications 24-Hour Media Line 919/546-6189
[End of text of press release]
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.
