<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): September 1, 2000
<TABLE>
<S> <C> <C>
Commission Exact name of registrant as specified in its charter, I.R.S. Employer
File Number state of incorporation, address of principal executive Identification Number
offices, and telephone number
1-15929 CP&L Energy, Inc. 56-2155481
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6411
State of Incorporation: North Carolina
</TABLE>
NONE
----
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. OTHER EVENTS.
On September 11, 2000, Caronet, Inc., a North Carolina corporation that is also
domesticated in Virginia and a wholly-owned subsidiary of CP&L Energy, Inc.,
(the "Company") entered into an Agreement to Settle and Merger Plan (the
"Agreement") by and among DukeNet Communications, Inc., a North Carolina
corporation; BellSouth Personal Communications, Inc., a Delaware corporation
("BellSouth PCI"); BellSouth Corporation, a Georgia corporation ("BellSouth"),
and BellSouth Carolinas PCS, L.P., a Delaware limited partnership ("BellSouth
Carolinas") and the Company. Pursuant to the terms of the Agreement, BellSouth
PCI will acquire the interests of the limited partners in BellSouth Carolinas in
conjunction with a merger of BellSouth Carolinas into BellSouth PCI (the
"Merger"). As consideration for the Merger, BellSouth PCI will pay the limited
partners $20 million for each one percent interest in BellSouth Carolinas. Upon
consummation of the Merger, the Company will receive $200 million for its 10%
limited partnership interest in BellSouth Carolinas. Consummation of the
transactions contemplated by the Agreement is subject to approval by the
directors of the Company, approval by the directors of BellSouth and certain
other conditions.
The Agreement, including all annexes and exhibits, is filed herewith as Exhibit
2 to this Form 8-K and is incorporated herein by reference. The foregoing
summary of the Merger and the transactions contemplated by the Agreement is
qualified in its entirety by reference to the Agreement.
A copy of the press release announcing the Agreement is filed as Exhibit 99 to
this Form 8-K and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CP&L ENERGY, INC.
Registrant
By: /s/Peter M. Scott III
-------------------------------
Peter M. Scott III
Executive Vice President and
Chief Financial Officer
Date: September 19, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
2 Agreement to Settle and Merger Plan by and among DukeNet
Communications, Inc., a North Carolina corporation, Caronet,
Inc., a North Carolina corporation that is also domesticated in
Virginia, BellSouth Personal Communications, Inc., a Delaware
corporation, BellSouth Corporation, a Georgia corporation, and
BellSouth Carolinas PCS, L.P., a Delaware limited partnership.
99 Joint Press Release of CP&L Energy, Inc., BellSouth Corporation
and Duke Energy Corporation, dated September 12, 2000.
