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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 5, 2000 Registration No. 333-47910
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No.1 to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Progress Energy, Inc.
(Exact name of Registrant as specified in its Charter)
North Carolina 56-2155481
(State of incorporation) (I.R.S. Employer Identification No.)
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
(919) 546-6111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WILLIAM CAVANAUGH III
Chairman, President and Chief Executive Officer
ROBERT B. McGEHEE, Esq.
Executive Vice President and General Counsel
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
(919) 546-6111
(Names and addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
TIMOTHY S. GOETTEL, Esq.
DANIELLE T. BENNETT, Esq.
Hunton & Williams
421 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 899-3000
Approximate date of commencement of proposed sale to the public: From time
to time as market conditions warrant after the registration statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_] ____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_] _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered/(1)/ Per Unit Offering Price Registration Fee/(2)/
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Common Stock, no par value 6,000,000 $41.34375 $248,062,500 $65,489
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(1) Pursuant to Rule 429 of the Securities Act, the prospectus filed as part of
this registration statement will be used as a combined prospectus in
connection with this registration statement and registration statement file
No. 33-38349.
(2) Pursuant to Rule 457(c) of the Securities Act, and solely for purposes of
calculating the registration fee, the registration fee was calculated on
the basis of the average of the high and low sale prices for shares of the
Company common stock on the New York Stock Exchange on October 12, 2000.
==================
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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[Progress Energy Logo]
PROSPECTUS
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Progress Energy, Inc.
PROGRESS ENERGY INVESTOR PLUS PLAN
Direct Stock Purchase and Dividend Reinvestment Plan
The CP&L Energy Investor Plus Plan provides a simple and convenient way for
current and potential investors to purchase shares of our Common Stock. The Plan
also provides holders of our Common Stock and holders of preferred stock of our
subsidiary companies with a simple and convenient method of purchasing shares of
our Common Stock through the reinvestment of their quarterly dividends. The Plan
offers:
. Automatic reinvestment of some or all of your cash dividends.
. Initial purchase of Common Stock or purchase of additional shares of
Common Stock.
. "Safekeeping" in book-entry form of your Common Stock at no cost.
This Plan amends and restates our prior Automatic Dividend Reinvestment and
Customer Stock Purchase Plan. Therefore current Plan participants will
automatically continue to participate in the Plan.
You do not have to be a current shareholder to participate in the Plan. You
can purchase your first shares of our Common Stock by making an initial
investment of not less than $250 and not more than $10,000.
Shares purchased for participants' accounts under the Plan will be
purchased on the open market by our Plan Administrator, EquiServe Trust Company,
N.A. We, however, reserve the right to use original issue stock for the Plan.
The purchase price of the shares of Common Stock purchased on the open
market under the Plan will be the weighted average price (including brokerage
commissions) of all shares acquired by the Independent Agent (as described
below) for the Plan during an Investment Period.
The purchase price of original issue shares of Common Stock issued and sold
by us under the Plan will be the average of the high and low sale prices for
the Common Stock (on the composite tape as reported in The Wall Street Journal)
on the Investment or Dividend Payment Date (as described below).
This Prospectus relates to 3,400,951 shares of Common Stock previously
registered under our prior Automatic Dividend Reinvestment and Customer Stock
Purchase Plan and 6,000,000 shares of Common Stock registered for purchase under
the Plan.
Our Common Stock is listed on the New York Stock Exchange under the symbol
"PGN".
You should read this Prospectus carefully and retain it for future
reference.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is December 5, 2000
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TABLE OF CONTENTS
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OUR COMPANY........................................................... 1
USE OF PROCEEDS....................................................... 1
WHERE YOU CAN FIND MORE INFORMATION................................... 1
DOCUMENTS INCORPORATED BY REFERENCE................................... 1
COMMON QUESTIONS ABOUT THE PLAN....................................... 3
CP&L ENERGY INVESTOR PLUS PLAN........................................ 4
Plan Administration.............................................. 4
Enrollment....................................................... 5
Dividend Reinvestment............................................ 6
Optional Cash Investments........................................ 7
Purchase of Shares............................................... 8
Sale of Shares................................................... 9
Safekeeping of Stock Certificates in Book-Entry Form............. 9
Gifts or Transfers of Shares..................................... 10
Issuance of Certificates......................................... 10
Pledging of Shares............................................... 11
Statements of Account............................................ 11
Summary of Participation Fees.................................... 12
Termination of Participation..................................... 12
Death of a Plan Participant...................................... 12
Other Information About the Plan................................. 13
U.S. FEDERAL INCOME TAX INFORMATION................................... 14
EXPERTS............................................................... 15
LEGAL OPINION......................................................... 15
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OUR COMPANY
Progress Energy, Inc. ("Progress Energy") formerly known as CP&L Energy, Inc.
was incorporated in August 1999 under the laws of the State of North Carolina
and is the holding company for Carolina Power & Light Company, North Carolina
Natural Gas Corporation and Florida progress Corporation. Carolina Power & Light
is a full service energy provider primarily engaged in the generation,
transmission, distribution and sale of electricity in portions of North Carolina
and South Carolina. North Carolina Natural Gas is engaged in the transmission,
distribution and sale of natural gas in portions of North Carolina. Florida
Progress Corporation's primary subsidiary is Florida Power Corporation. Florida
Power was incorporated in Florida in 1899 and is an operating utility engaged in
the generation, purchase, transmission, distribution and sale of electricity
primarily in the State of Florida. Florida Progress' diversified operations
consist primarily of Electric Fuels Corporation. Formed in 1976, Electric Fuels
has three main businesses: Rail Services, Inland Marine Transportation, and
Energy and Related Services. Through these units, Electric Fuels operates one of
the largest integrated providers of rail services in the United States; owns an
efficient river barge and towboat fleet; and has coal-mining operations and
terminaling facilities.
Our principal executive offices are located at 411 Fayetteville Street, Raleigh,
North Carolina 27601-1748, telephone 919-546-6111.
USE OF PROCEEDS
If original issue shares of Common Stock are issued by the Company under the
Plan, then we will use the proceeds from the sale for working capital or other
general corporate purposes. If shares are purchased by the Independent Agent in
the open market, we will not receive any proceeds.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and special reports, proxy statements
and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file at the SEC's public reference room in
Washington, D.C. at 450 5th Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms.
We also make various financial and other information available through our
website at www.progress-energy.com.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede the information in this prospectus. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of
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1934 until we sell all of the securities being registered.
. Annual Report on Form 10-K for the year ended December 31, 1999.
. Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 2000.
. Current Report on Form 8-K filed June 21, 2000.
. Current Report on Form 8-K filed September 1, 2000.
. Current Report on Form 8-K filed September 20, 2000.
. The description of our Common Stock included under the heading
"Description of Holdings Capital Stock" in our Registration Statement
on Form S-4 (File No. 333-86243), dated August 31, 1999.
You may request a copy of these filings at no cost, by writing or calling us at
the following address:
Progress Energy, Inc.
Shareholder Relations
411 Fayetteville Street
Raleigh, North Carolina 27601
Telephone: (800) 662-7232
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. We are not making any offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
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COMMON QUESTIONS ABOUT THE PLAN
1. Who is Eligible to Participate in the Plan?
The persons eligible to participate in the Plan include: all U.S.
citizens; corporations, partnerships or other entities incorporated or
domiciled in the U.S.; and our existing shareholders. Persons who are not
U.S. citizens may also participate in the Plan under certain circumstances.
See "Enrollment" on page 5.
2. How do I enroll in the Plan?
If you do not currently own any of our Common Stock, you can join the Plan
by completing an Enrollment Form, indicating your initial investment, and
returning it with an initial cash investment of at least $250 to the Plan
Administrator. If you already own our Common Stock you may join the Plan by
completing an Enrollment Form, indicating your reinvestment election, and
returning it to the Plan Administrator. Current participants in the Plan do
not need to take any action to continue to participate. See "Enrollment" on
page 5.
3. May I reinvest the dividends on my Common Stock if I enroll in the Plan?
Yes. You may elect to have all or a portion of the cash dividends on your
Common Stock automatically reinvested toward the purchase of additional
shares of our Common Stock. See "Dividend Reinvestment" on page 6.
4. May I purchase additional shares of Common Stock through the Plan from time
to time?
Yes. You may invest up to $10,000 in shares of Common Stock each month.
The minimum initial cash investment is $250, and any subsequent optional
cash investment, once you have enrolled in the Plan, must be no less than
$50. See "Optional Cash Investments" on page 7.
5. Does the Plan account for fractional shares?
Yes. Your optional cash investments and reinvested dividends will be fully
invested, and your account will be credited with the appropriate number of
shares, including fractional shares.
6. Does the Plan provide a "safekeeping" service?
Yes. You may deposit certificates representing our Common Stock into your
Plan account for "safekeeping", so that the shares will instead be
accounted for in book-entry form. You can elect this service without
participating in any other feature of the Plan. There is no fee for this
service. See "Safekeeping of Stock Certificates in Book-Entry Form" on
page 9.
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7. May I sell the shares I hold in the Plan?
Yes. You may sell any or all of the shares of Common Stock that are
credited to your Plan account. A nominal brokerage commission and any
required tax withholdings or transfer taxes will be deducted from the
proceeds that you receive from the sale. See "Sale of Shares" on page 9.
8. May I gift or transfer shares from my plan account?
Yes. You may transfer all or a portion of the shares in your Plan account
to another person, whether or not that person is a participant in the Plan.
If that person is not a participant, you must transfer a whole number of
shares (not fractional shares). There is no fee for this service. See
"Gifts or Transfers of Shares" on page 10.
9. Will I receive a statement of my account?
Yes. You will receive a statement shortly after every transaction in your
Plan account. Plan account transactions include, but are not limited to,
initial or optional cash investments, reinvestment of dividends, and
deposits, transfers or withdrawals of shares. You may also request a
statement for your account at any time by contacting the Plan
Administrator. See "Statements of Account" on page 11.
10. What are the fees when I participate in the Plan?
If you make an initial investment, an optional cash investment, or acquire
shares through dividend reinvestment there may be brokerage commissions and
fees for the acquisition of shares. There are no fees if we satisfy the
requirements of Plan participants by issuing original issue shares of
Common Stock. If we satisfy the requirements of Plan participants by
purchasing shares of Common Stock in the open market through an Independent
Agent, there is a nominal brokerage commission. If you sell shares held in
your Plan account, a nominal brokerage commission will be deducted from the
net proceeds. Certain other special fees, such as a $25.00 fee for returned
checks, may also apply. See "Summary of Participation Fees" on page 12.
PROGRESS ENERGY INVESTOR PLUS PLAN
Plan Administration
We have designated EquiServe Trust Company, N.A., as Plan Administrator for
the Plan. The Plan Administrator will receive optional cash investments, direct
the purchase and sale of shares of Common Stock for Plan participants, keep
records, send statements and perform other duties required by the Plan. The Plan
Administrator also serves as transfer agent, registrar and dividend paying agent
for our Common Stock.
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We or the Plan Administrator will also appoint an Independent Agent to act
on behalf of Plan participants in buying Common Stock in the open market. The
Independent Agent will also sell shares of Common Stock held in the Plan for
Plan participants. See "Purchase of Shares" and "Sale of Shares" on pages 11
and 12, respectively.
Inquiries: Plan Administrator - EquiServe Trust Company, N.A. You should
contact EquiServe Trust Company, N.A. with questions concerning the Plan or
about your account, as follows:
Toll-free: 1-800-633-4236
Customer service representatives are available Monday through
Friday between the hours of 8 a.m. and 5 p.m. Eastern Time,
except on market holidays.
In writing: Progress Energy Investor Plus Plan
c/o EquiServe Trust Company, N.A.
P. O. Box 43012
Providence, RI 02940-3012
On the internet: http://www.equiserve.com
Inquiries: Progress Energy, Inc. Shareholder Relations. To request
information about us or if you have any comments regarding the Plan, you should
contact CP&L Energy, Inc., Shareholder Relations
Toll-free: 1-800-662-7232
In writing: Progress Energy, Inc.
Shareholder Relations
P. O. Box 1551
Raleigh, NC 27602-1551
By fax: (919) 546-2920
On the internet: http://www.progress-energy.com
Initial and Optional Cash Investments. Send initial cash investments of at
least $250 and subsequent optional cash investments of at least $50 per payment
to:
Progress Energy Investor Plus Plan
c/o EquiServe Trust Company, N.A.
P. O. Box 43012
Providence, RI 02940-3012
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Make your check or money order payable to EquiServe Trust Company, N.A. in
U.S. dollars drawn on a U.S. bank. If you are not in the United States, contact
your bank to verify that it can provide you with a check that clears through a
U.S. bank and that the dollar amount printed is in U.S. funds. Due to the
longer clearance period, the Plan Administrator is unable to accept checks that
clear through non-U.S. banks. For subsequent optional cash investments, please
use the cash investment form attached to your statement to facilitate
processing.
Enrollment
You are eligible to participate in the Plan if you are a U.S. citizen;
corporation, partnership or other entity incorporated or domiciled in the U.S.;
or an existing shareholder of the Company. Any person who is not a U.S. citizen
may also participate in the Plan if there are no laws or governmental
regulations that would prohibit such person from participating or that would
affect the terms of the Plan. We reserve the right to terminate participation
of any participant if we deem it advisable under any foreign laws or
regulations.
If you do not currently own any of our Common Stock or preferred stock of
one of our subsidiaries, you may join the Plan by completing an Enrollment Form
and returning it to the Plan Administrator together with a check or money order
payable to EquiServe Trust Company, N.A. in the amount of at least $250, but not
more than $10,000. All checks and money orders must be in U.S. dollars and drawn
on a U.S. bank. There is no initial enrollment fee. The Plan Administrator will
arrange for the purchase of shares for your account but will not pay interest on
amounts held pending investment. After the initial shares are purchased, a
statement will be mailed to you.
If you already own our Common Stock or preferred stock of one of our
subsidiaries and the shares are registered in your name, you may join the Plan
by completing an Enrollment Form and returning it to the Plan Administrator or
by contacting the Plan Administrator at the number below. If you are currently
participating in the Automatic Dividend Reinvestment and Customer Stock Purchase
Plan, you are automatically enrolled in the Plan without sending an Enrollment
Form. However, if you wish to change your participation in any way, please
contact the Plan Administrator at 1-800-633-4236 for instructions.
If your shares are held in a brokerage, bank or other intermediary account
(i.e., in "street name"), you may participate in the Plan by either instructing
your broker, bank or other intermediary account to have your shares transferred
into your name and then enrolling in the Plan, or requesting that your broker,
bank, or other intermediary account participate in the Plan on your behalf.
You should review this Prospectus thoroughly before enrolling in the Plan.
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Dividend Reinvestment
Options. The Enrollment Form allows you to choose one of the three options
listed below regarding your dividends. If not otherwise specified on the
appropriate form, your account will automatically be set up for full dividend
reinvestment. You can change your reinvestment decision at any time by notifying
the Plan Administrator. An initial investment option or an investment option
change may not apply to a particular dividend if your Enrollment Form is not
received by the Plan Administrator 2 business days prior to the record date for
that dividend. The dividend record date (the date on which a person or entity
must be a registered shareholder of our Common Stock in order to receive
dividends) is currently on or about the 10th day of January, April, July and
October, but you are encouraged to call the Plan Administrator to determine the
exact date.
Your dividend options under the plan are as follow:
. Full Dividend Reinvestment: The cash dividends on all shares in your
account will automatically be fully reinvested in additional shares of
our Common Stock.
. Partial Dividend Reinvestment: This option allows you to receive a
check or electronic deposit of cash dividends based on a specified
number of full shares held in your account. The cash dividend on the
remaining shares will be reinvested in additional shares of our Common
Stock. This option allows you to receive a fixed amount of cash each
quarter (assuming the dividend stays the same).
. Cash Dividends: None of your cash dividends will be reinvested. You
will receive a check or electronic deposit for the full amount of cash
dividends paid on the shares held in your Plan account.
Investment Period. The Investment Period for purchases of shares of Common
Stock made with reinvested dividends will begin 3 business days before the
Dividend Payment Date and may continue for 15 days from the first purchase.
Shares of Common Stock purchased on the open market will be credited to
participating accounts as of the last day of the Investment Period or as of such
earlier date on which all purchases for the Investment Period are completed.
Shares issued and sold by us will be credited on the Dividend Payment Date.
Deposit Cash Dividends Electronically. If you choose partial dividend
reinvestment or full cash payout of dividends, you can have your cash dividends
deposited directly into your bank account, instead of receiving a check by mail.
To have your dividends deposited electronically, you must complete and return an
Enrollment Form, which can be obtained from the Plan Administrator by calling 1-
800-633-4236. Please allow 30 days from the date of receipt of the completed
form for the direct deposit to be established. You may also change your
designated bank account for direct deposit or discontinue this feature by
notifying the Plan Administrator in writing.
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Optional Cash Investments
You can purchase shares of our Common Stock by using the Plan's optional
cash investment feature. To purchase shares using this feature, you must invest
at least $50 at any one time (at least $250 for an initial investment if you are
not already a shareholder), but you cannot invest more than $10,000 monthly.
Any optional cash investment of less than $50 (or less than $250 for an initial
investment if you are not already a shareholder) and the portion of any optional
cash investment or investments totaling more than $10,000 monthly, will be
returned to you without interest. You have no obligation to make any optional
cash investments under the Plan.
Investment Period. Purchases of shares of Common Stock made with initial
cash payments from enrolling investors and with optional cash payments from
current shareholders will begin on an Investment Date which will be the 1st
and 15th of each month. If this date is not a trading day on the New York
Stock Exchange, then the Investment Date will be the next trading day. Each
Investment Period shall continue until the next Investment Date. The Plan
Administrator will complete the investment of funds by the end of the Investment
Period. Shares of Common Stock purchased on the open market will be credited to
participating accounts as of the last day of the Investment Period or as of such
earlier date on which all purchases for the Investment Period are completed.
Shares issued and sold by us will be credited on the Investment Date by sending
a written request to the Plan Administrator.
The Plan Administrator must receive optional cash investments no later than
two business days before the Investment Date for those investments to be
invested in our Common Stock in that Investment Period. Otherwise, the Plan
Administrator may hold those funds and invest them in the next Investment
Period. No interest will be paid on funds held by the Plan Administrator pending
investment. Accordingly, you may wish to transmit any optional cash investments
so that they reach the Plan Administrator shortly - but not less than two
business days - before the Investment Date. This will minimize the time period
during which your funds are not invested. Participants have an unconditional
right to obtain the return of any cash payment up to 48 hours prior to the
Investment Date by sending a written request to the Plan Administrator.
Method of Payment. Your payment options under the plan are as follow:
. By Check or Money Order: You may make optional cash investments by
sending the Plan Administrator a check or money order in U.S. dollars
drawn on a U.S. bank, and made payable to EquiServe Trust Company,
N.A. If you are not in the United States, contact your bank to verify
that it can provide you with a check that clears through a U.S. bank
and that the dollar amount printed is in U.S. funds. Due to the longer
clearance period, the Plan Administrator is unable to accept checks
that clear through non-U.S. banks. Do not send cash or third party
checks. To facilitate processing of your investment, please use the
payment form attached to your statement. Mail your investment and
payment form in the envelope
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provided. You may not sell or withdraw shares purchased by check for a
period of 14 days following receipt of your check by the Plan
Administrator.
. By Automatic Withdrawal from Your Bank Account: If you wish to make
regular monthly purchases, you can authorize an automatic monthly
withdrawal from your bank account by completing and submitting to the
Plan Administrator an Enrollment Form. This feature enables you to
make ongoing investments without writing checks. Funds will be
deducted from your account on the 23rd of each month. If this date is
not a trading day on the New York Stock Exchange, then the funds will
be deducted on the next trading day. Those funds will be invested on
the next Investment Date. To be effective for a given month, a new
Enrollment Form for automatic bank draft must be received by the Plan
Administrator before the last business day of the prior month. You
must notify the Plan Administrator in writing at least 7 business days
before the next scheduled cash withdrawal to change or terminate an
automatic withdrawal.
A $25 fee will be assessed if any check or deposit is returned unpaid, or
if an automatic withdrawal from your bank account fails due to insufficient
funds. This fee and any other incidental costs associated with the insufficient
funds will be collected by the Plan Administrator through the sale of an
appropriate number of shares from your Plan account. The Plan Administrator
will consider the respective request for optional investment null and void and
will immediately remove any shares already credited to your account in
anticipation of receiving those funds. If the net proceeds from the sale of
those shares are insufficient to satisfy the balance of the uncollected amounts,
the Plan Administrator may sell additional shares from your account as necessary
to satisfy the uncollected balance.
Purchase of Shares
Source of Shares. Shares of Common Stock needed to meet the requirements
of the Plan for optional cash investments and dividend reinvestments will either
be purchased in the open market, by an Independent Agent, or issued directly by
us.
Pricing of Shares Purchased in the Open Market. If we elect to satisfy the
requirements of the Plan participants through shares purchased in the open
market, the price per share will be the weighted average price of all shares
purchased by the Independent Agent for the applicable Investment Period, plus a
nominal brokerage commission.
Pricing of Original Issue Shares. If we elect to satisfy the requirements
of the Plan participants through original issue shares, the price of such shares
will be 100% of the average of the high and low sales price of our Common Stock,
as reported on the New York Stock Exchange Composite Transaction Tape and
published in the Wall Street Journal, on the respective Investment or Dividend
Payment Date. No brokerage commission will be charged. In the event that the
Investment or Dividend Payment Date is not a trading day on the New York
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Stock Exchange or no trading is reported for that trading day, we may determine
the purchase price on the basis of market quotations as deemed appropriate.
Timing and Control. The Plan Administrator will make arrangements with an
Independent Agent to use initial and optional cash investments to purchase
shares of Common Stock during the relevant Investment Period, and to use
reinvested dividends to purchase shares on a quarterly basis. Purchases may be
made over a number of days to meet the requirements of the Plan. No interest
will be paid on funds held by the Plan Administrator pending investment. The
Independent Agent may commingle your funds with those of other participants in
the Plan for purposes of executing purchase transactions.
Because the Plan Administrator will arrange for the purchase of shares on
behalf of the Plan through an Independent Agent, neither we, nor any participant
in the Plan has the authority or power to control either the timing or pricing
of the shares purchased. Therefore, you will not be able to precisely time your
purchases through the Plan, and will bear the market risk associated with
fluctuations in the price of our Common Stock. That is, if you send in an
initial or optional cash investment, it is possible that the market price of our
Common Stock could go up or down before the Plan Administrator arranges to
purchase stock with your funds. The Independent Agent will use its best efforts
to apply all funds to the purchase of shares before the end of the Investment
Period, subject to any applicable requirements of federal or state securities
laws. We reserve the right to designate an exclusive broker to purchase the
shares on the open market.
Sale of Shares
You can sell any number of shares held in your Plan account by notifying
the Plan Administrator by completing and submitting the tear-off portion of the
account statement or by contacting the Plan Administrator at 1-800-633-4236. The
Plan Administrator will arrange for sales to be made through an Independent
Agent within five business days of receipt of your request. The sale price will
be the weighted average price of all shares sold for Plan participants that day.
The Independent Agent may commingle your shares with those of other participants
in the Plan for purposes of executing sales transactions. You will receive the
proceeds of the sale less the brokerage commission and any required tax
withholdings. Proceeds are normally paid by check, which is generally mailed 3
business days after the sale. You will not earn interest on funds generated from
the sale of shares for the time period between the date of sale and the date on
which you receive your check. We reserve the right to designate an exclusive
broker to sell shares on the open market.
Because the Plan Administrator will arrange for the sale of shares through
an Independent Agent, neither we nor any Plan participant has the authority or
power to control either the timing or the pricing of shares sold. Therefore,
you will not be able to precisely time your sales through the Plan, and will
bear the market risk associated with fluctuations in the price of our Common
Stock. That is, if you send in a request for a sale, it is possible that the
market price of our Common Stock could go up or down before the sale is
completed. If you prefer to have control
12
<PAGE>
over the exact price and timing of your sale, you can choose to withdraw the
shares you wish to sell and conduct the transaction through a stockbroker of
your choice. See "Issuance of Certificates" on page 10.
Please note that if your total holdings fall below one share, the Plan
Administrator may liquidate the fractional share, remit the proceeds to you,
less any applicable commission and fees, and close your Plan account.
Safekeeping of Stock Certificates in Book-Entry Form
Shares of our Common Stock that you buy under the Plan will be maintained
in your Plan account in book-entry form. In addition, you may also deposit any
other shares of our Common Stock that you hold in certificate form into the Plan
for "safekeeping" to be held in book-entry form, at no cost. Deposited shares
represented by Common Stock certificates will be credited to your account.
Thereafter, the shares are treated in the same manner as shares purchased
through the Plan, giving you the options of reinvesting your dividends and
selling your shares through the Plan.
Safekeeping is beneficial because you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates.
Certificates will be issued only upon written request to the Plan Administrator.
See "Issuance of Certificates" on page 10.
To use the safekeeping service, complete the tear-off section of your
account statement or write a letter of instruction and send it, along with your
stock certificates to the Plan Administrator. We recommend that securities be
sent by registered mail and insured for 2% of their value. Do not endorse the
certificates or complete the assignment section.
Certificates deposited for safekeeping should be sent to:
Progress Energy Investor Plus Plan
c/o EquiServe Trust Company, N.A.
P. O. Box 43012
Providence, RI 02940-3012
Gifts or Transfers of Shares
You can give or transfer from your Plan account shares to anyone you choose
by:
. making an initial cash investment of at least $250 to establish an
account in the recipient's name;
13
<PAGE>
. submitting an optional cash investment on behalf of an existing Plan
participant in an amount not less than $50 nor more than $10,000;
. transferring shares from your Plan account to the account of a existing
Plan participant; or
. transferring a whole number of shares from your account to a recipient
outside the Plan.
You may transfer shares to the accounts of existing Plan participants or to
establish a new account. If your investments or transfers are made to an
existing account, the dividends on the shares credited pursuant to such
investments or transfers will be reinvested in accordance with the elections
made on the existing account. New Plan participants may elect any of the
dividend reinvestment options by completing an Enrollment Form. If you
participate in dividend reinvestment and your request to transfer your shares is
received after a dividend record date, the processing of your request may be
held until after your account is credited with reinvested dividends. This
holding period could be as long as four weeks.
When authorizing a transfer of shares, you must send written instructions
to the Plan Administrator, and you must have your signature on the letter of
instruction medallion guaranteed by a financial institution participating in the
Medallion Signature Guarantee Program. A Medallion Signature Guarantee is a
special guarantee for securities that may be obtained through a financial
institution such as a broker, bank, savings and loan association, or credit
union. The guarantee ensures that the individual requesting the stock transfer
is in fact the owner of the applicable stock. Most banks and brokers
participate in the Medallion Signature Guarantee Program.
If you need additional assistance regarding the transfer of your shares,
please call the Plan Administrator at 1-800-633-4236.
Issuance of Certificates
At any time, you may obtain a certificate, free of charge, for all or a
part of the whole shares of Common Stock in your account upon written request to
the Plan Administrator.
Certificates will be issued for whole shares only. In the event your
request involves a fractional share, a check for the value of the fractional
share will be mailed to you. The Plan Administrator will issue the certificates
within 5 business days of the receipt of your request.
Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. If the certificate is to be issued in
a name other than your Plan account registration, the signature on the
instructions or stock power must be guaranteed by a financial institution
participating in the Medallion Signature Guarantee program, as described under
"Gifts or Transfers of Shares" above.
14
<PAGE>
Pledging of Shares
You may not pledge shares of Common Stock held in your account as
collateral. If you wish to pledge shares of Common Stock held in your account,
you must request that certificates for those shares be issued. You can then
deliver the certificates as collateral. See "Issuance of Certificates" on page
10.
Statements of Account
If you participate in dividend reinvestment, the Plan Administrator will
mail you a statement after each quarterly reinvestment showing all your year-to-
date transactions (shares, amounts invested, purchase prices) and other account
information. Supplemental statements or notices will be sent when you make an
initial or optional cash investment or a deposit, transfer or withdrawal of
shares.
If you do not participate in dividend reinvestment, the Plan Administrator
will mail you a statement or notice confirming any transactions you make under
the Plan. If you continue to be enrolled in the Plan, but have no transactions
in a given year, you will not receive a statement. You may, however, request a
statement of your account for the current year and for statements as far back as
the year 1993, from the Administrator, at any time, free of charge. There will
be a $20 flat fee charged for duplicate statements prior to the year 1993.
Please retain your statements to establish the cost basis of shares
purchased under the Plan for income tax and other purposes.
You should notify the Plan Administrator promptly of any change in address
since all notices, statements and reports will be mailed to your address of
record.
Summary of Participation Fees
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------
Enrollment Fee for New Investors No service charge
-----------------------------------------------------------------------------------------------
Reinvestment of Dividends No service charge
-----------------------------------------------------------------------------------------------
Optional Cash Investments No service charge
-----------------------------------------------------------------------------------------------
Returned Checks $25.00 per check
-----------------------------------------------------------------------------------------------
Purchase of Shares
-----------------------------------------------------------------------------------------------
Open Market Brokerage commission of
-----------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------
approximately $.035 per share
-----------------------------------------------------------------------------------------------
Original Issue No brokerage commission
-----------------------------------------------------------------------------------------------
Sale of Shares Brokerage commission of approximately $.035
per share
-----------------------------------------------------------------------------------------------
Gift or Transfer of Shares No service charge
-----------------------------------------------------------------------------------------------
"Safekeeping" of stock in book-entry form No service charge
-----------------------------------------------------------------------------------------------
Certificate Issuance No service charge
-----------------------------------------------------------------------------------------------
Duplicate Statements of Account
-----------------------------------------------------------------------------------------------
Current year back to 1993 No service charge
-----------------------------------------------------------------------------------------------
Prior to year 1993 $20.00 flat fee per request
-----------------------------------------------------------------------------------------------
</TABLE>
The Plan Administrator will deduct the applicable fees from the funds for
investment or proceeds from a sale. For more details concerning the above fees
see "Enrollment," "Purchase of Shares," "Sale of Shares," and "Statements of
Account" on pages 5, 8, 9 and 11, respectively.
Termination of Participation
You may terminate your participation in the Plan at any time by either
calling or delivering written instructions to the Plan Administrator. Your
request must be signed by all registered holders listed on the account, and
received at least 3 days prior to the dividend record date. If your request to
stop dividend reinvestment is received after that date then the dividends
related to that record date may be reinvested and the shares will be added to
your Plan account. Your account may not be terminated until after it is
credited with the shares resulting from the pending dividend reinvestment. Upon
termination, you must elect either to receive a certificate for the number of
whole shares held in your account and a check for the value of any fractional
share, or to have all the shares in your account sold for you as described under
the caption "Sale of Shares" in this Prospectus.
The Plan Administrator will send your stock certificates and/or proceeds to
you as soon as practicable.
16
<PAGE>
Death of a Plan Participant
If a Plan participant dies or becomes legally incapacitated, the Plan
Administrator must be notified. If the notice is received at least 30 days
prior to the quarterly dividend payment date, no more purchases will be made and
the account will be closed. If the notice is received later than 30 days prior
to the quarterly dividend payment date, the dividends for that period will be
reinvested and then the account will be closed. The legal representative of the
participant should contact the Plan Administrator for specific information.
Other Information About the Plan
Stock Splits, Stock Dividends and Other Distributions. In the event stock
dividends are paid in Common Stock, or if Common Stock is distributed in
connection with any stock split or similar transaction, each account balance
will be adjusted to reflect the receipt of the Common Stock paid or distributed.
You will receive a statement indicating the number of shares or dividends earned
as a result of the transaction.
Voting of Shares. We will mail you or deliver electronically at your
request proxy materials, including a proxy card representing all shares credited
to your Plan account, both full and fractional, and all shares you hold in
certificate form. The proxy will be voted as indicated by you in accordance with
the applicable proxy voting instructions. If you do not provide any instruction
on your properly signed and returned proxy card, all of your shares will be
voted in accordance with the recommendations of our management. If you do not
return the proxy card or you return it unsigned, none of your shares will be
voted.
Shareholder Communications. In addition to proxy materials, Plan
participants will also receive all communications sent to holders of our Common
Stock. Plan participants can also obtain current financial and other Company
information by dialing 1-800-662-7232 or by visiting our website at
www.progress-energy.com
Liability of the Plan Administrator, the Independent Agent and CP&L Energy,
Inc. Neither we, the Plan Administrator, nor the Independent Agent will be
liable for any act performed in good faith or for any good faith omission to
act. This includes, without limitation, any claims of liability for (1) failure
to terminate an account upon the death of a participant prior to receiving
written notice of such death along with a request to terminate participation
from a qualified representative of the deceased; (2) purchase or sales prices
reflected in a participant's Plan account or the dates of purchases or sales of
a participants Plan shares; or (3) any fluctuation in the market value after
purchase or sale of shares.
Plan Modification or Termination. We reserve the right to suspend, modify
or terminate the Plan at any time. You will receive notice of any such
suspension, modification or termination. We and the Plan Administrator also
reserve the right to change any administrative procedures of the Plan.
17
<PAGE>
Change of Eligibility; Termination. We reserve the right to deny, suspend
or terminate participation by a Plan participant who is using the Plan for
purposes inconsistent with the intended purpose of the Plan. In such event,
the Plan Administrator will notify you in writing and will continue to maintain
your shares in book-entry form but will no longer accept optional cash
investments or reinvest your dividends. The Plan Administrator will issue a
certificate to you upon written request.
Multiple Accounts. We reserve the right to aggregate all optional
investments for Plan participants with more than one account using the same
name, address or social security or taxpayer identification number. We may also
aggregate Plan accounts that we believe to be under common control or management
or to have common ultimate beneficial ownership. In the event that we exercise
our rights to aggregate investments and the result would be an investment in
excess of $120,000 per year, the amount in excess of $120,000 will be returned,
without interest, as promptly as practicable.
Transfer Agent and Registrar. EquiServe Trust Company, N. A. presently
acts as transfer agent and registrar for our Common Stock. We reserve the right
to terminate the agent and appoint another agent or administer the Plan
ourselves. All participants will receive notice of any such change.
No Profit or Dividends Assured. We cannot assure you of a profit or
protect you against a loss on shares of our Common Stock that you purchase or
sell under the Plan. The payment of dividends is at the discretion of the Board
of Directors and will depend upon future earnings, our financial condition and
other factors. There can be no assurance as to the declaration or payment of any
dividend on our Common Stock.
Interpretation of the Plan. Our officers are authorized to take any
actions that are consistent with the Plan's terms and conditions. The Company
reserves the right to interpret and regulate the Plan as it deems necessary or
desirable in connection with the Plan's operations.
U.S. FEDERAL INCOME TAX INFORMATION
You are advised to consult your own advisor. The following is not a
comprehensive summary of all tax considerations that may be relevant to a Plan
participant and is for general information only.
Your dividends reinvested under the Plan will be taxable for U.S. federal
income tax purposes just as if you actually received them in cash. You will
receive from the Plan Administrator an IRS Form 1099-DIV indicating the amount
of dividends paid to you during the year, whether or not they are reinvested,
shortly after the end of the year.
You will not realize a gain or loss for U.S. federal income tax purposes on
the transfer of shares to the Plan or the withdrawal of whole shares from the
Plan. You will, however, generally realize a gain or loss on the sale of any of
your shares (including the receipt of cash for a fractional share) held in the
Plan. The amount of gain or loss generally will be the difference between the
amount you receive for the shares and the tax basis of those shares. In order to
determine the tax basis of your shares acquired through the Plan, you should
retain all of your transaction statements.
18
<PAGE>
Your tax basis in shares acquired through the Plan, whether with reinvested
dividends or with cash payments, will equal the amount paid for the shares,
including any brokerage fee or commission. Your holding period for shares
acquired through the Plan will begin on the day after the date the shares are
credited to your account.
Dividends on your shares and proceeds from the sale of shares held in the
Plan generally will be subject to backup withholding tax at a rate of 31%,
unless you provide a properly completed IRS Form W-9 to us or to the Plan
Administrator. If you have not provided an IRS Form W-9 to us or to the Plan
Administrator, you may obtain one from the Plan Administrator. Only the amount
of dividends net of any withholding tax will be available for reinvestment under
the Plan. Any amount withheld as backup withholding tax will be allowable as a
refund or credit against your U.S. federal income tax liability.
Dividends paid on shares held in the Plan for participants who are non-
residents aliens or non-U.S. corporations, partnerships or other entities
generally are subject to a withholding tax of 30%. The withholding tax may be
reduced or eliminated by treaty between the U.S. and the country in which the
Plan participant resides, if the participant provides appropriate documentation
to claim the benefit of the treaty. Only the amount of dividends net of any
withholding tax will be available for reinvestment under the Plan.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 1999 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated by
reference in this prospectus, and have been so incorporated in reliance upon the
report of this firm given upon their authority as experts in accounting.
LEGAL OPINION
The legality of the offered securities will be passed upon for us by Hunton
& Williams of Raleigh, North Carolina, our outside counsel.
--------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information or representations must not be relied upon. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which said offer or solicitation
is not qualified or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
--------------------------------------------------------------------------------
19
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Item Total
---- ---------
Filing Fee--Securities and Exchange Commission $ 65,489
Fees of Counsel* 20,000
Auditors' fees* 5,000
Printing of registration statement, prospectus, exhibits, etc.* 10,000
Miscellaneous* 12,011
$ 112,500*
* Estimated
Item 15. Indemnification of Directors and Officers.
Sections 55-8-51 through 55-8-57 of the North Carolina Business Corporation
Act (the "NCBCA") and the Articles of Incorporation and Bylaws of the Company
provide for indemnification of the registrant's directors and officers in a
variety of circumstances, which may include liabilities under the Securities Act
of 1933, as amended. The Company has insurance covering expenditures it might
incur in connection with the lawful indemnification of its directors and
officers for their liabilities and expenses. Officers and directors of the
Company also have insurance which insures them against certain liabilities and
expenses.
As authorized by the NCBCA, and to the fullest extent permitted by it, the
Company's Articles of Incorporation provide that a Company director will not be
liable to the Company or to any Company shareholder for monetary damages arising
from the director's breach of his or her duties as a director. The NCBCA
permits these provisions, except for (i) acts or omissions that the director at
the time of the breach knew or believed were clearly in conflict with the best
interests of the corporation, (ii) unlawful distributions, and (iii) any
transaction from which the director derived an improper personal benefit.
The NCBCA provides directors and officers with a right to indemnification
relating to official conduct when the director or officer has been wholly
successful in defense of a claim. In addition, a director or officer without
the right to indemnification may apply to a court for an order requiring the
corporation to indemnify the director or officer in a particular case.
The NCBCA also authorizes a corporation to indemnify directors and officers
beyond the indemnification rights granted by law. The Company Bylaws provide
that any person who is or was a director or officer of the Company and any
person who at the request of the Company serves or has served as an officer or
director (or in any position of similar authority) of any other corporation or
other enterprise, including as an individual trustee under any employee benefit
plan, will be reimbursed and indemnified against liability and expenses incurred
by that person in
II-1
<PAGE>
connection with any action, suit or proceeding arising out of that person's
status as a director or officer of the Company (i) if that person's acts or
omissions is required, authorized or approved by any order or orders issued
pursuant to the Public Utility Holding Company Act of 1935, the Federal Power
Act, or any state statute regulating the Company or any of its subsidiaries by
reason of their being public utility companies or subsidiaries of public utility
holding companies, or any amendments to the foregoing laws, or (ii) if that
person's acts or omissions were not known or believed by him or her to be
clearly in conflict with the best interests of the Company.
Item 16. Exhibits.
4(a)* Amended and Restated Articles of Incorporation, as amended and
restated on June 15, 2000 (Exhibit 3(a)(i), Form 10-Q for the
fiscal quarter ended June 30, 1999, File No. 1-15929,
incorporated by reference).
4(b)* Bylaws, as amended and restated on June 15, 2000 (Exhibit
3(b)(i), Form 10-Q for the fiscal quarter ended June 30, 1999,
File No. 1-15929, incorporated by reference).
5+ Opinion of Hunton & Williams regarding the validity of the shares
of Company Common Stock.
23(a)+ Consent of Deloitte & Touche LLP.
23(b)+ Consent of Hunton & Williams (contained in Exhibit 5).
24+ The Power of Attorney is contained on the signature page of this
Registration Statement.
__________
* Incorporated herein by reference as indicated.
+ Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; or (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
II-2
<PAGE>
registration statement; provided, however, that subsections (i) and (ii) do
not apply if the registration statement is on Form S-3, and the information
required to be included in a post-effective amendment by those subsections
is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expense incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit it to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Raleigh, State of North Carolina on
the 5th day of December, 2000.
PROGRESS ENERGY, INC.
/s/ Robert B. McGehee
---------------------------------------------
Robert B. McGehee
Executive Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William Cavanaugh III * President and Chief Executive December 5, 2000
---------------------------------------------------- Officer and Chairman of the Board
William Cavanaugh III
/s/ Peter M. Scott III * Executive Vice President and Chief December 5, 2000
---------------------------------------------------- Financial Officer (and principal
Peter M. Scott III accounting officer)
/s/ Edwin B. Borden * Director December 5, 2000
----------------------------------------------------
Edwin B. Borden
/s/ David L. Burner * Director December 5, 2000
----------------------------------------------------
David L. Burner
/s/ Charles L. Coker * Director December 5, 2000
----------------------------------------------------
Charles L. Coker
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Richard L. Daugherty * Director December 5, 2000
----------------------------------------------------
Richard L. Daugherty
/s/ Estell C. Lee * Director December 5, 2000
----------------------------------------------------
Estell C. Lee
/s/ William O. McCoy * Director December 5, 2000
----------------------------------------------------
William O. McCoy
/s/ E. Marie McKee * Director December 5, 2000
----------------------------------------------------
E. Marie McKee
/s/ John H. Mullin, III * Director December 5, 2000
----------------------------------------------------
John H. Mullin, III
/s/ J. Tylee Wilson * Director December 5, 2000
----------------------------------------------------
J. Tylee Wilson
</TABLE>
* By /s/ Robert B. McGehee
----------------------------
Robert B. McGehee
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- -----------------------
4(a)* Amended and Restated Articles of Incorporation, as amended and
restated on June 15, 2000 (Exhibit 3(a)(i), Form 10-Q for the
fiscal quarter ended June 30, 1999, File No. 1-15929,
incorporated by reference).
4(b)* Bylaws, as amended and restated on June 15, 2000 (Exhibit
3(b)(i), Form 10-Q for the fiscal quarter ended June 30, 1999,
File No. 1-15929, incorporated by reference).
5+ Opinion of Hunton & Williams regarding the validity of the shares
of Company Common Stock.
23(a)+ Consent of Deloitte & Touche LLP.
23(b)+ Consent of Hunton & Williams (contained in as Exhibit 5).
24+ The Power of Attorney is contained on the signature page of this
Registration Statement.
__________
* Incorporated herein by reference as indicated.
+ Previously filed.
II-6
