SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
CP&L Energy, Inc. )
) File No. 70-9643
(Public Utility Holding )
Company Act of 1935) )
CERTIFICATE OF NOTIFICATION
This Certificate of Notification is filed by Progress Energy, Inc.
(formerly CP&L Energy, Inc.)1 ("Progress Energy"), a North Carolina corporation,
in connection with the following transactions proposed in Progress Energy's
Application/Declaration on Form U-1, as amended (the "Application"), and
authorized by Order of the Securities and Exchange Commission (the "Commission")
dated November 27, 2000 (the "Merger Order"), in this proceeding (Holding Co.
Act Release No. 27284). Progress Energy hereby certifies pursuant to Rule 24:
a. That, by means of the Share Exchange described in the Application, as
approved by the Commission in the Merger Order, and having obtained all
state and federal approvals necessary, Progress Energy has acquired all of
the issued and outstanding common stock of Florida Progress Corporation
("Florida Progress").
b. That, in the Share Exchange, Progress Energy issued 46,491,392 shares of
its common stock and 98,627,983 contingent value obligations and paid
$3,461,917,149.03 in cash in exchange for all of the issued and outstanding
shares of common stock of Florida Progress.
c. That on November 30, 2000, Progress Energy registered under Section 5 of
the Act by filing a Notification of Registration of Form U5A.
d. That Progress Energy will (1) take all appropriate action necessary to
divest Florida Progress's ownership interest in Mid-Continent Life
Insurance Company upon court approval of a plan of rehabilitation for that
company, and (2) endeavor to sell Florida Progress's ownership interest in
the Tampa Bay Devil Rays, Ltd. (the "Devil Rays") for cash not later than
March 31, 2006.
e. That the net proceeds from the sale of the Devil Rays will be contributed
by Florida Progress to the capital of its wholly-owned subsidiary, Progress
Capital Holdings, Inc., within 90 days of such sale.
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1 CP&L Energy, Inc. changed its name to Progress Energy, Inc. effective
December 4, 2000.
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f. That Progress Energy will file a Post-Effective Amendment or Amendments to
the Application within the time period specified in the Merger Order for
the purpose of addressing the retention or divestiture of certain other
non-utility subsidiaries and investments, as identified in the Merger
Order.
The "past tense" opinion of counsel required under the Instructions to the
Form U-1 Application is attached hereto.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
Progress Energy, Inc.
By: /s/ William D. Johnson
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William D. Johnson
Executive Vice President and
Secretary
Dated: December 11, 2000
