PROSPECTUS SUPPLEMENT
(To Prospectus dated October 19, 1993)
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$150,000,000
CAROLINA POWER & LIGHT COMPANY
First Mortgage Bonds, 5 7/8% Series due January 15, 2004
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Interest on the New Bonds offered hereby (the "Offered Bonds") is payable
January 15 and July 15, commencing July 15, 1994. The Offered Bonds
constitute an issue of a series of the New Bonds. The Offered Bonds will
not be redeemable prior to maturity. See "Certain Terms of the Offered
Bonds" herein and "Description of New Bonds" in the accompanying
Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE
PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public(1) Discount(2) CP&L(1)(3)
Per Offered Bond.......... 99.069% .206% 98.863%
Total..................... $148,603,500 $309,000 $148,294,500
(1) Plus accrued interest from January 15, 1994.
(2) CP&L has agreed to indemnify the Purchasers against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Purchasers".
(3) Before deducting expenses payable by CP&L estimated to be $250,000.
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The Offered Bonds are offered by the several Purchasers subject to delivery
by CP&L and acceptance by the Purchasers, to prior sale and to withdrawal,
cancellation or modification of the offer without notice. Delivery of the
Offered Bonds to the Purchasers is expected to be made at the office of
Prudential Securities Incorporated, 100 Gold Street, New York, New York, on
or about January 19, 1994.
PRUDENTIAL SECURITIES INCORPORATED
CITICORP SECURITIES, INC.
PAINEWEBBER INCORPORATED
SALOMON BROTHERS INC
January 12, 1994
IN CONNECTION WITH THIS OFFERING, THE PURCHASERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES HEREBY OFFERED AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-
THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
CERTAIN TERMS OF THE OFFERED BONDS
The Offered Bonds constitute an issue of a series of the New Bonds.
The following information concerning the Offered Bonds supplements and
should be read in conjunction with the statements under "Description of New
Bonds" in the accompanying Prospectus. Capitalized terms not defined
herein are used as defined in the accompanying Prospectus.
GENERAL
The Offered Bonds will be issued as a new series of CP&L's First
Mortgage Bonds under the Mortgage, as supplemented and amended by various
supplemental indentures, including the Sixty-second Supplemental Indenture
dated as of January 15, 1994 relating to the Offered Bonds and will
constitute the Sixty-fifth series of Bonds under the Mortgage.
INTEREST PAYMENTS
The Offered Bonds will mature January 15, 2004 and will bear interest
from January 15, 1994 at the rate shown in their title, the first interest
payment to be made on July 15, 1994 with subsequent payments to be made
semi-annually on January 15 and July 15. Principal and interest are
payable at The Bank of New York in New York, New York.
REDEMPTION OF BONDS
The Offered Bonds will not be redeemable prior to maturity.
<PAGE>
SELECTED INFORMATION
The following material, which is presented herein solely to furnish
limited introductory information regarding CP&L and the offering, has been
selected from or is based upon the detailed information and financial
statements incorporated by reference into this Prospectus Supplement and
the accompanying Prospectus, is qualified in its entirety by reference
thereto, and, therefore, should be read together therewith.
THE OFFERING
Securities Offered............ $150,000,000 principal amount of
First Mortgage Bonds, 5 7/8% Series due
January 15, 2004.
CAROLINA POWER & LIGHT COMPANY
Business...................... Generation, transmission, distribution
and sale of electricity.
Service Area.................. Portions of North Carolina and South
Carolina comprising approximately 30,000
square miles.
Customers billed as of September
30, 1993.................... Approximately 1.03 million.
Installed Generating Capacity as
of September 30, 1993
(in kilowatts).............. 9,613,000*
Sources of System Energy Supply
for the twelve months ended
September 30, 1993*......... Coal-56%, nuclear-29%, purchased power-
13%, other-2%.
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* Includes 639,700 kilowatts of generating capacity owned by North
Carolina Eastern Municipal Power Agency in jointly-owned units.
FINANCIAL INFORMATION
(Dollars in Millions)
Twelve Months Ended
-------------------------------------------------
September 30, December 31,
--------------------------------
1993 (Unaudited) 1992 1991 1990
--------------- ---- ---- -----
Income Statement Data:
Operating Revenues $ 2,899.9 $ 2,766.8 $ 2,685.8 $2,617.1
Net Income....... $ 353.5 $ 379.6 $ 377.0 $ 380.4
Ratios of Earnings
to Fixed Charges.... 3.23 x 3.34 x 3.08 x 2.65 x
<PAGE>
Twelve Months Ended
-------------------------------------------------
December 31,
--------------------------------
1989 1988
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Income Statement Data:
Operating Revenues...... $2,555.6 $2,298.9
Net Income.............. $ 376.1 $ 196.8
Ratios of Earnings
to Fixed Charges........... 3.01 x 2.09 x
CAPITALIZATION
(Dollars in Millions)
As of September 30, 1993
--------------------------------------
Actual Ratio Adjusted(b) Ratio
------ ----- ----------- -----
Long-term Debt(a).......... $2,505.0 47.4% $2,700.0 49.3%
Preferred Stock -
Redemption Not Required.. 143.8 2.7 143.8 2.6
Common Stock Equity(c)..... 2,633.0 49.9 2,633.0 48.1
-------- ----- -------- -----
Total Capitalization... $5,281.8 100.0% $5,476.8 100.0%
======== ====== ======== =====
_______________
(a) Excludes current portion of long-term debt of $427.6 million at
September 30, 1993. Also, actual amounts at September 30, 1993
exclude the possible future sale from time to time of an aggregate of
up to $155 million principal amount of First Mortgage Bonds designated
as Secured Medium-Term Notes, Series C.
(b) As adjusted reflects the following adjustments:
(1) Issuance of the Offered Bonds;
(2) Issuance in October 1993 of $20 million principal amount of First
Mortgage Bonds designated as Secured Medium-Term Notes, Series C
and the Issuance in December 1993 of $25 million principal amount
of First Mortgage Bonds designated as Secured Medium-Term Notes,
Series C.
(c) Reduced by a contra-equity amount of $225.4 million representing a
note receivable from the Stock Purchase-Savings Plan Trustee, net of
employee stock ownership plan adjustment.
APPLICATION OF PROCEEDS
The net proceeds to be received from the sale of the Offered Bonds
will be used for CP&L's ongoing construction and maintenance program, to
reduce the outstanding balance of CP&L's commercial paper and other short-
term debt, to redeem outstanding long-term debt and for other general
corporate purposes. Outstanding commercial paper and other short-term debt
is anticipated to approximate $159 million immediately prior to the
delivery of the Offered Bonds.
PURCHASERS
Subject to the terms of and conditions set forth in the Underwriting
Agreement, the purchasers named below (the "Purchasers") have severally
agreed to purchase, and CP&L has agreed to sell to them, severally, the
respective principal amounts of the Offered Bonds set forth opposite their
names below.
Principal
Purchaser Amount
-------- ---------
Prudential Securities Incorporated ............ $ 75,000,000
Citicorp Securities, Inc. ..................... $ 25,000,000
PaineWebber Incorporated ...................... $ 25,000,000
Salomon Brothers Inc .......................... $ 25,000,000
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Total................................ $150,000,000
============
The nature of the Purchasers' obligations is such that they are
committed to purchase all of the Offered Bonds if any are purchased;
provided, that, under certain circumstances relating to a default of one or
more Purchasers, less than all of the Offered Bonds may be purchased.
The several Purchasers have advised CP&L that they are offering the
Offered Bonds to the public initially at the public offering price set
forth on the cover page of this Prospectus Supplement; that the Purchasers
may allow to selected dealers a concession from the public offering price
of .15 of 1% of the principal amount of the Offered Bonds; and that the
Purchasers may allow, and such dealers may reallow, a concession of .125 of
1% of the principal amount of the Offered Bonds to certain other dealers.
After the initial public offering, the public offering price and the
concession may be changed.
CP&L has agreed to indemnify the Purchasers against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended.
There is presently no trading market for the Offered Bonds and there
is no assurance that a market will develop. Although they are under no
obligation to do so, the Purchasers presently intend to act as market
makers for the Offered Bonds in the secondary trading market.
<PAGE>
P R O S P E C T U S
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$600,000,000
CAROLINA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
Carolina Power & Light Company ("CP&L") intends to offer from time to
time up to $600,000,000 aggregate principal amount of its First Mortgage
Bonds (the "New Bonds") on terms to be determined when the agreement to
sell is made or at the time of sale. The specific designation, aggregate
principal amount, purchase price, maturity, rate and time of payment of
interest, and the redemption terms, or other specific terms of the New
Bonds in respect of which this Prospectus is being delivered (the "Offered
Bonds") are set forth in the accompanying Prospectus Supplement or
Prospectus Supplements (the "Prospectus Supplement"), together with the
terms of offering of the Offered Bonds.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
The New Bonds may be sold directly by CP&L or through agents designated
from time to time or through dealers or underwriters. If any agents of
CP&L or any underwriters are involved in the sales of the Offered Bonds,
the names of such agents or such underwriters and any applicable
commissions or discounts will be set forth in the Prospectus Supplement.
------------
The date of this Prospectus is October 19, 1993
<PAGE>
AVAILABLE INFORMATION
CP&L is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by CP&L with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and
Chicago Regional Office, 500 West Madison Street, 14th Floor, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements
and other information can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the
Pacific Stock Exchange Incorporated, 301 Pine Street, San Francisco,
California 94104, on which CP&L's Common Stock is listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by CP&L with the Commission under the
Exchange Act are incorporated by reference in this Prospectus.
(1) Annual Report on Form 10-K for the year ended December 31, 1992.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1993, and June 30, 1993.
(3) Current Reports on Form 8-K dated July 7, 1993, July 13, 1993, July
29, 1993, August 26, 1993, August 31, 1993 and September 30, 1993.
All reports and other documents filed by CP&L pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be made a part hereof from the date of filing of such
reports and documents; provided, however, that the documents enumerated
above or subsequently filed by CP&L pursuant to Section 13 of the Exchange
Act prior to the filing with the Commission of CP&L's most recent Annual
Report on Form 10-K shall not be incorporated by reference in this
Prospectus or be a part hereof from and after the filing of such Annual
Report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
CP&L will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on
the written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for copies of such documents should be directed to Robert F.
Drennan, Jr., Manager-Financial Planning and Analysis, Treasury Department,
Carolina Power & Light Company, 411 Fayetteville Street, Raleigh, North
Carolina 27601-1748, telephone 919-546-7474.
THE COMPANY
CP&L is a public service corporation formed under the laws of North
Carolina in 1926 and is engaged in the generation, transmission,
distribution and sale of electricity in portions of North Carolina and
South Carolina. The principal executive offices of CP&L are located at 411
Fayetteville Street, Raleigh, North Carolina 27601-1748, telephone
919-546-6111.
RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Ended December 31,
--------------------------------
1992 1991 1990 1989 1988
---- ---- ---- ---- ----
3.34x 3.08x 2.65x 3.01x 2.09x
APPLICATION OF PROCEEDS
The net proceeds to be received from the sale of the New Bonds will be
used for CP&L's ongoing construction and maintenance program, to retire
maturing First Mortgage Bonds, to refund First Mortgage Bonds or other
long-term indebtedness called for redemption, for other general corporate
purposes or to repay the outstanding balance of CP&L's short-term debt
incurred for similar purposes. Reference is made to the Prospectus
Supplement for the use of the net proceeds from the sale of the Offered
Bonds.
DESCRIPTION OF NEW BONDS
GENERAL
The New Bonds are to be issued under a Mortgage and Deed of Trust,
dated as of May 1, 1940, with The Bank of New York (formerly Irving Trust
Company) and Frederick G. Herbst (W.T. Cunningham, successor), as Trustees,
as supplemented by indentures supplemental thereto, all of which are
collectively referred to as the "Mortgage." The statements herein
concerning the New Bonds and the Mortgage are merely an outline and do not
purport to be complete. They make use of terms defined in the Mortgage and
are qualified in their entirety by express reference to the cited Sections
and Articles.
Reference is made to the Prospectus Supplement for the following terms
of the Offered Bonds (among others): (i) the designation, series and
aggregate principal amount of the Offered Bonds; (ii) the percentage or
percentages of their principal amount at which such Offered Bonds will be
issued; (iii) the date or dates on which the Offered Bonds will mature;
(iv) the rate or rates (which may be either fixed or variable), and/or the
method of determination of such rate or rates, per annum at which the
Offered Bonds will bear interest; (v) the date or dates on which such
interest will be payable; (vi) the denominations in which the Offered Bonds
are authorized to be issued; (vii) whether such Offered Bonds are to be
issued in whole or in part in the form of one or more global Bonds and, if
so, the identity of the depository for such global Bonds; (viii) redemption
terms, if any; and (ix) any other specific terms.
FORM AND EXCHANGES
The New Bonds will be issuable in the form of registered bonds without
coupons. They will be exchangeable without charge for other New Bonds of
different authorized denominations, in each case for a like aggregate
principal amount, and may be transferred without charge, other than for
applicable stamp taxes or other governmental charges.
INTEREST AND PAYMENT
Reference is made to the Prospectus Supplement for the interest rate or
rates (which may be either fixed or variable), and/or the method of
determination of such rate or rates, of the Offered Bonds and the date or
dates on which such interest is payable. Principal and interest are
payable at The Bank of New York in New York City.
CP&L has covenanted to pay interest on any overdue principal and (to
the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest on the Bonds of all series at
the rate of 6% per annum. (Mortgage, Sec. 78.)
REDEMPTION AND PURCHASE OF BONDS
The New Bonds may be redeemable, in whole or in part, on at least 30
days' notice at the general redemption prices set forth in the Prospectus
Supplement for all redemptions including redemptions (i) for the basic
improvement fund, (ii) for the maintenance and replacement fund, (iii) for
the sinking fund, if any, which may be established for a New Bond of a
designated interest rate and maturity, (iv) with certain deposited cash,
(v) with the proceeds of released property or (vi) at the option of CP&L.
Reference is made to the Prospectus Supplement for the redemption terms, if
any, of the Offered Bonds.
If at the time notice of redemption is given the redemption moneys are
not on deposit with the Corporate Trustee, the redemption may be subject to
their deposit with the Corporate Trustee on or before the date fixed for
redemption and such notice shall be of no effect unless such moneys are so
received.
Cash deposited under any provisions of the Mortgage (with certain
exceptions) may be applied to the purchase of Bonds of any series.
(Mortgage, Art. X.)
IMPROVEMENT FUND
As to each outstanding series of Bonds, basic improvement fund payments
are required in an amount equal to 1/2 of 1% per year of the greatest amount
of Bonds of such series outstanding prior to the year in which such payment
is due. Payments may be made in cash or principal amount of Bonds of the
particular series, or credit may be taken for property additions at 100%
(70% in the case of all outstanding series of Bonds issued prior to the
Bonds of the Eleventh Series) of cost or fair value, or credit may be taken
for Bonds of any series or prior lien bonds retired. The requirement may
be anticipated at any time. Additional improvement fund payments in an
amount equal to 1/2 of 1% per year are required by the terms of each
outstanding series of Bonds issued prior to the Bonds of the Eleventh
Series, making a total of 1% as to each of those series. CP&L has reserved
the right to amend the Mortgage, without any consent or other action by the
holders of the Bonds of the Eleventh Series or any subsequently created
series (including each series of the New Bonds), to eliminate the basic
improvement fund payments of 1/2 of 1% with respect to each series (including
each series of the New Bonds). (Mortgage, Sec. 39; First through Ninth
Supplementals, Sec. 3; Tenth Supplemental, Sec. 5.)
MAINTENANCE AND REPLACEMENT FUND
There shall be expended for each year 15% of the adjusted gross
operating revenues for maintenance and replacements in respect of the
mortgaged property and certain automotive equipment of CP&L. Excess
expenditures for such purposes in any year may be credited against the
requirements in any subsequent year. If CP&L is not permitted by
regulatory authority to include 15% of such revenues for such purposes in
operating expenses, the requirements are correspondingly reduced. Such
requirements may be met by depositing cash with the Corporate Trustee,
certifying expenditures for maintenance and repairs, certifying gross
property additions, certifying gross expenditures for certain automotive
equipment, or by taking credit for Bonds and prior lien bonds retired.
Such cash may be withdrawn on expenditures for gross property additions or
on waiver of the right to issue Bonds or be applied to the purchase or
redemption of Bonds of such series as may be designated by CP&L. See
"Redemption and Purchase of Bonds."
CP&L has reserved the right to amend the Mortgage, without any consent
or other action by holders of the Bonds of the Twenty-third Series or any
subsequently created series (including each series of the New Bonds), to
eliminate the maintenance and replacement fund payments with respect to the
Bonds of the Twenty-third Series and any subsequently created series
(including each series of the New Bonds). (Mortgage, Sec. 38; Twenty-second
Supplemental, Sec. 7.)
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS
If, during any twelve month period, property is disposed of by order of
or to any governmental authority, resulting in the receipt of $10,000,000
or more as proceeds therefor, CP&L (subject to certain conditions) must
apply such proceeds, less certain deductions, to the retirement of Bonds.
The Bonds are redeemable at the general redemption prices for this purpose,
but only a pro-rata portion of each series of Bonds then outstanding
(including each series of the New Bonds) is redeemable for this purpose.
CP&L has reserved the right to amend the Mortgage, without any consent or
other action by holders of the Bonds of the Tenth Series or any
subsequently created series (including each series of the New Bonds), to
eliminate the foregoing special provisions for retirement of Bonds.
(Mortgage, Sec. 64; Ninth Supplemental, Sec. 6.)
<PAGE>
SECURITY
The New Bonds and any other Bonds now or hereafter issued under the
Mortgage will be secured by the Mortgage, which constitutes, in the opinion
of General Counsel for CP&L, a first mortgage lien on all of the present
properties of CP&L (except as stated below), subject to (a) leases of minor
portions of CP&L's property to others for uses which, in the opinion of
such counsel, do not interfere with CP&L's business, (b) leases of certain
property of CP&L not used in its electric utility business, and (c)
excepted encumbrances, minor defects and irregularities. There are
excepted from the lien: all merchandise, equipment, materials or supplies
held for sale and fuel, oil and similar consumable materials and supplies;
vehicles and automobiles; cash, securities, receivables and all contracts,
leases and operating agreements not pledged or required so to be; and
electric energy and other products.
The Mortgage contains provisions for subjecting to the lien thereof
(subject to limitations in the case of consolidation, merger or sale of
substantially all of CP&L's assets) property, other than property of the
kind excepted above, acquired after the date of delivery of the Mortgage.
(Mortgage, Art. XV.)
The Mortgage provides that the Trustees shall have a lien upon the
mortgaged property, prior to the Bonds, for the payment of their reasonable
compensation and expenses and for indemnity against certain liabilities.
(Mortgage, Sec. 96.)
ISSUANCE OF ADDITIONAL BONDS
The maximum principal amount of Bonds which may be issued under the
Mortgage is unlimited. Bonds of any series may be issued from time to time
on the basis of (1) 70% of property additions after adjustments to offset
retirements; (2) retirement of Bonds or prior lien bonds; or (3) deposit of
cash. With certain exceptions in the case of (2) above, the issuance of
Bonds is subject to adjusted net earnings for 12 out of the preceding 15
months before interest and income taxes being (a) at least twice the annual
interest requirements on, or (b) at least 10% of the principal amount of,
all Bonds at the time outstanding, including the additional issue, and all
indebtedness of prior or equal rank. Such adjusted net earnings are
computed after provision for repairs, maintenance and retirement of
property equal to the Maintenance and Replacement Fund requirements for
such period. Cash so deposited may be withdrawn upon the basis stated in
(1) and (2) above.
Property additions must consist of electric property, or property used
or useful in connection therewith, acquired after December 31, 1939, but
may not include securities, vehicles or automobiles. CP&L has reserved the
right to amend the Mortgage, without any consent or other action of the
holders of the Twenty-fourth Series or any subsequently created series
(including each series of the New Bonds) to make available as property
additions any form of space satellites (including solar power satellites),
space stations and other analogous facilities. CP&L estimates that after
the issuance of the New Bonds against property additions there will be
approximately $1 billion remaining of property additions available as of
September 30, 1993.
<PAGE>
The Mortgage contains restrictions upon the issuance of Bonds against
property subject to liens and upon the increase of the amount of such
liens. (Mortgage, Secs. 4-7, 20-30 and 46; Twenty-third Supplemental, Sec.
5.)
DIVIDEND RESTRICTIONS
So long as any Bonds remain outstanding, cash dividends and
distributions on common stock are restricted to aggregate net income
available therefor (after preferred dividends) since December 31, 1948,
plus $3,000,000. No portion of retained earnings at September 30, 1993 is
restricted by this provision.
MODIFICATION OF THE MORTGAGE
The rights of the Bondholders may be modified with the consent of 70%
of the Bonds and, if less than all series of Bonds are affected, the
consent also of 70% of the Bonds of each series affected. CP&L has
reserved the right to amend the Mortgage, without any consent or other
action by holders of the Bonds of the Fourteenth Series or any subsequently
created series (including each series of the New Bonds), to substitute for
the foregoing provision a provision to the effect that the rights of the
Bondholders may be modified with the consent of holders of 66-2/3% of the
Bonds, and, if less than all series of Bonds are affected, the consent also
of holders of 66-2/3% of the Bonds of each series affected. In general, no
modification of the terms of payment of principal or interest, no
modification of the obligations of CP&L under Section 64 (until the
foregoing substitution is made), and no modification affecting the lien or
reducing the percentage required for modification, is effective against any
Bondholder without his consent. (Mortgage, Art. XVIII; Thirteenth
Supplemental, Sec. 5.)
DEFAULTS AND NOTICE THEREOF
An event of default is defined as being: default in payment of
principal; default for 30 days in payment of interest; default in payment
of interest upon or principal of prior lien bonds continued beyond grace
periods; default for 60 days in payment of installments of funds for
retirement of Bonds (including the improvement and maintenance and
replacement funds); certain events in bankruptcy, insolvency or
reorganization; and default for 90 days after notice in performance of
other covenants. (Mortgage, Sec. 65.) The Trustees may withhold notice of
default (except in payment of principal, interest or funds for retirement
of Bonds) if they think it in the interest of the Bondholders. (Mortgage,
Sec. 66; Third Supplemental, Sec. 15.)
In case of a default, holders of 25% of the Bonds may declare the
principal and interest due and payable, but the holders of a majority may
annul such declaration and destroy its effect if such default has been
cured. (Mortgage, Sec. 67.) No holder of Bonds may enforce the lien of the
Mortgage unless such holder has given the Trustees written notice of a
default and unless the holders of 25% of the Bonds have requested the
Trustees in writing to act and have offered the Trustees reasonable
opportunity to act. (Mortgage, Sec. 80.) The Trustees are not required to
risk their funds or incur personal liability if there is a reasonable
ground for believing that repayment to the Trustees is not reasonably
assured. (Mortgage, Sec. 94.) Holders of a majority of the Bonds may
direct the time, method and place of conducting any proceedings for any
remedy available to the Trustees, or exercising any trust or power
conferred upon the Trustees. (Mortgage, Sec. 71.)
EVIDENCE TO BE FURNISHED TO THE CORPORATE TRUSTEE UNDER THE MORTGAGE
Compliance with Mortgage provisions is evidenced by written statements
of CP&L's officers or persons selected or paid by CP&L (such as an engineer
with respect to the value of property being certified or released, an
accountant with respect to a net earnings certificate and counsel with
respect to property titles and compliance with the Mortgage generally). In
certain major matters (as required by Section 314(d) of the Trust Indenture
Act of 1939, as amended) the accountant or engineer must be independent.
Various certificates and other papers are required to be filed annually and
upon the happening of various events. General periodic evidence is
required to be furnished as to compliance with the conditions and covenants
under the Mortgage.
CONCERNING THE TRUSTEE
In the regular course of business, CP&L obtains short-term funds from
several banks, including in certain instances, The Bank of New York.
EXPERTS AND LEGALITY
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche, independent
auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
The statements made as to matters of law and legal conclusions in the
documents incorporated by reference herein and as set forth under
"Description of New Bonds" herein have been reviewed by Richard E. Jones,
Esq., Senior Vice President, General Counsel and Secretary for CP&L and are
set forth in reliance upon his opinion as an expert.
The legality of the securities offered hereby will be passed upon for
CP&L by Richard E. Jones, Esq., Senior Vice President, General Counsel and
Secretary of CP&L, Raleigh, North Carolina, and by Reid & Priest, 40 West
57th Street, New York, New York, counsel to CP&L, and for any underwriter,
dealer or agent by Winthrop, Stimson, Putnam & Roberts, One Battery Park
Plaza, New York, New York. However, all matters pertaining to the
organization of CP&L, titles and local law will be passed upon only by
Richard E. Jones, Esq., who may rely as to all matters of South Carolina
law on the opinion of Paulling & James, Darlington, South Carolina. As of
September 30, 1993, Richard E. Jones, Esq., owned 11,420 shares of CP&L's
Common Stock. Mr. Jones is acquiring additional shares of Common Stock at
regular intervals as a participant in CP&L's Stock Purchase-Savings Plan.
PLAN OF DISTRIBUTION
CP&L may sell the New Bonds in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of institutional
purchasers or to a single purchaser; or (iii) through agents. The
Prospectus Supplement with respect to the Offered Bonds sets forth the
terms of the offering of the Offered Bonds, including the name or names of
any underwriters, dealers or agents, the purchase price of the Offered
Bonds and the net proceeds to CP&L from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale, such New Bonds will be acquired
by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The New Bonds may be offered through dealers or underwriters.
Unless otherwise set forth in the Prospectus Supplement, the obligations of
the underwriter or underwriters to purchase the Offered Bonds will be
subject to certain conditions precedent and the underwriter or underwriters
will be obligated to purchase all the Offered Bonds if any are purchased
except that, in certain cases involving a default by one or more
underwriters, less than all of the Offered Bonds may be purchased.
Offered Bonds may be sold directly by CP&L or through agents designated
by CP&L from time to time. Any agent involved in the offer or sale of the
Offered Bonds in respect of which this Prospectus is delivered will be
named, and any commissions payable by CP&L to such agent will be set forth,
in the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Offered Bonds from the Company at the
public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject to those
conditions set forth in the Prospectus Supplement, and the Prospectus
Supplement will set forth the commission payable for solicitation of such
contracts.
Agents and underwriters may be entitled under agreements entered into
with CP&L to indemnification by CP&L against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended.
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY CP&L OR ANY OF THE PURCHASERS. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
OFFERED BONDS OFFERED BY THIS PROSPECTUS SUPPLEMENT, NOR DOES IT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE OFFERED BONDS BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF SUCH INFORMATION.
____________________
TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Certain Terms of the Offered Bonds. . . . . . . . . . . . . . . . . S-2
Selected Information. . . . . . . . . . . . . . . . . . . . . . . . S-3
Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . S-4
Purchasers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
PROSPECTUS
Available Information . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents By
Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Ratio of Earnings to Fixed Charges. . . . . . . . . . . . . . . . . 3
Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . 3
Description of New Bonds. . . . . . . . . . . . . . . . . . . . . . 3
Experts and Legality. . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . 7
$150,000,000
CAROLINA POWER & LIGHT
COMPANY
First Mortgage Bonds,
5 7/8% Series
Due January 15, 2004
---------------------------------
PROSPECTUS SUPPLEMENT
---------------------------------
PRUDENTIAL SECURITIES INCORPORATED
CITICORP SECURITIES, INC.
PAINEWEBBER INCORPORATED
SALOMON BROTHERS INC
January 12, 1994
