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 August 22, 2000, CP&L Energy, Inc. issued the following press release.
<PAGE>
[CP&L LOGO] [LOGO]
------------- FLORIDA
Carolina Power & Light PROGRESS
CORPORATION
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
North Carolina Utilities Commission Approves CP&L's Acquisition of Florida
Progress
RALEIGH, N.C. (August 22, 2000) - The North Carolina Utilities Commission (NCUC)
today issued an order approving CP&L Energy's (CP&L) [NYSE: CPL] pending
acquisition of Florida Progress Corporation (FPC) [NYSE: FPC]. The Securities
and Exchange Commission (SEC) regulatory approval is needed to complete the
acquisition, which is expected to close in the fall.
As part of the approval order, CP&L will provide a total of $29.5 million in
rate reductions for its N.C. customers. The reductions include rate cuts
totaling $19.5 million over the time period 2002-2005 and a one-time reduction
of $10 million in fuel costs to settle the 2000 fuel case. In addition, the NCUC
included a series of conditions designed to protect N.C. customers from any
adverse effects of this proposed combination.
"The combination of CP&L and Florida Progress will benefit both customers and
shareholders," said CP&L Chairman, President and CEO William Cavanaugh. "We're
building a stronger company with a growing customer base and a more diverse and
balanced portfolio of generation assets. The new CP&L will be a leader in
providing reliable, competitively priced energy in the fast growing Southeast
market."
"We are one step away from completing this combination on schedule this fall,"
said Richard Korpan, chairman, president and CEO of Florida Progress. "The new
company will have the scale and resources to successfully compete in the
changing energy industry."
The combination will create one of the nation's 10 largest energy companies
based on a generating capacity of more than 19,000 megawatts. The new company
will have a powerful presence in the Southeastern electric and natural gas
markets with more than 2.8 million customers.
About Florida Progress
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 rail services,
<PAGE>
marine operations, and coal mining and synthetic fuel production. Additional
information about Florida Progress can be found at http://www.fpc.com.
About CP&L Energy
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 distribution and
service, through its wholly owned subsidiary North Carolina Natural Gas (NCNG),
to about 178,000 customers in eastern and southern North Carolina. The company
owns and operates a system of 18 power plants in the Carolinas and Georgia. CP&L
Energy's non-regulated operations include fiber optic assets and statusgo.com,
two Internet-related services businesses, and Strategic Resource Solutions
(SRS), an integrated facility and energy management solutions company.
Additional information on CP&L 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 company's SEC reports.
# # #
[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. Read the definitive joint proxy statement/prospectus carefully
before making a decision concerning the share exchange.
