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 November 28, 2000, CP&L Energy, Inc. and Florida Progress Corporation issued
the following press release and posted it on their web sites.
(CP&L (FLORIDA PROGRESS CORPORATION
Logo appears here) Logo appears here)
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
CP&L Energy's Acquisition of Florida Progress Receives Final
Regulatory Approval from SEC
RALEIGH, NC and ST. PETERSBURG, FL (November 28, 2000) - CP&L Energy's (CP&L)
[NYSE: CPL] acquisition of Florida Progress Corporation (FPC) [NYSE: FPC] was
approved yesterday by the Securities and Exchange Commission (SEC) under the
Public Utility Holding Company Act. This is the final regulatory approval needed
to complete the transaction and clears the way for the previously announced
closing date of November 30, 2000. The combination will create one of the
nation's 10 largest energy companies based on a generating capacity of more than
19,000 megawatts and 2.8 million customers in the Carolinas and Florida.
"We are creating a new super-regional energy company poised for success in the
rapidly changing marketplace," said William Cavanaugh, chairman, president and
CEO of CP&L Energy. "Our increased size and assets provide us with a platform
for growth and the ability to compete in any business environment."
"With more than 19,000 MW of generation capacity and 2.8 million customers in
the Carolinas and Florida, this new company will be a leader in providing
reliable, competitively priced energy in the Southeast," said Richard Korpan,
chairman, president and CEO of Florida Progress. "The new company will be
focused on exceeding our customers and our shareholders expectations."
<PAGE>
Florida Progress shareholders will receive $54 in cash or CP&L common stock,
plus one Contingent Value Obligation (CVO) related to cash flows from certain
synthetic fuel plants, for each share of FPC stock. Florida Progress
shareholders have the right to elect cash or CP&L common stock having a value of
$54, subject to proration if the elections exceed 65 percent in cash or 35
percent in stock. The election deadline for FPC shareholders to choose cash or
stock has been set as today at 5:00 PM New York City time on November 28, 2000.
The last day of the twenty trading day period used for determining the exchange
ratio for the CP&L common stock to be issued was November 22, 2000. Based on the
twenty-day period, the average closing sale price per share of CP&L common stock
for purposes of calculating the exchange ratio is $40.0813, resulting in an
exchange ratio of 1.3473. Therefore, FPC shareholders will receive 1.3473 shares
of CP&L common stock for each share of FPC stock that is exchanged for CP&L
common stock rather than cash. The actual number of shares and/or amount of cash
received by each FPC shareholder will depend upon their elections and any
proration.
On Monday, December 4, 2000, CP&L Energy will announce a new name for the
holding company, along with a new NYSE ticker symbol. The company will begin
trading under the new ticker symbol on Monday, December 11, 2000. Until that
date, the new company will trade under CP&L's current symbol, CPL.
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
telecommunications, rail services, marine operations, and coal mining and
synthetic fuel production. Additional information about Florida Progress can be
found at http://www.fpc.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 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,
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 companys' SEC reports.
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[End of text of press release]
<PAGE>
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.
