CAROLINA POWER & LIGHT CO
8A12BEF, 1995-04-19
ELECTRIC SERVICES
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                                       FORM 8-A

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                 -------------------

                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                                 -------------------

                            CAROLINA POWER & LIGHT COMPANY
                (Exact name of registrant as specified in its charter)


                    North Carolina                     56-0165465
              (State of incorporation or            (I.R.S. Employer
                   or organization)                Identification No.)

                               411 Fayetteville Street
                          Raleigh, North Carolina 27601-1748
             (Address of principal executive offices, including zip code)

                                 -------------------

               Securities to be registered pursuant to Section 12(b) of the 
          Act:
          
                                             Name of each exchange on
               Title of each class           which each class is to be
               to be so registered                  registered
             -----------------------       -----------------------------
                 Quarterly Income             New York Stock Exchange
                Capital Securities
              (Series A Subordinated
          Deferrable Interest Debentures)

               If this Form relates to the registration of a class of debt
          securities and is effective upon filing pursuant to General
          Instruction A.(c)(1), please check the following box. [x]

               If this Form relates to the registration of a class of debt
          securities and is to become effective simultaneously with the
          effectiveness of a concurrent registration statement under the
          Securities Act of 1933 pursuant to General Instruction A.(c)(2),
          please check the following box. [ ]

               Securities to be registered pursuant to Section 12(g) of the
          Act:
                                         None
                                   (Title of Class)

                                 -------------------

               The Commission is respectfully requested to send copies of
          all notices, orders and communications to:



          ROBERT J. REGER, JR., ESQ.              STEPHEN K. WAITE, ESQ.
              Reid & Priest LLP            Winthrop, Stimson, Putnam & Roberts
             40 West 57th Street                   One Battery Park Plaza
          New York, New York 10019-4097        New York, New York 10004-1490

          ================================================================


          <PAGE>


                    INFORMATION REQUIRED IN REGISTRATION STATEMENT




          Item 1.   Description of Registrant's Securities to be
                    --------------------------------------------
                    Registered.
                    ----------

                    The Quarterly Income Capital Securities (Series A
          Subordinated Deferrable Interest Debentures) (the "Debentures")
          to be registered hereunder are described under the heading
          "CERTAIN TERMS OF THE CAPITAL SECURITIES" in the prospectus
          supplement, dated April 13, 1995 (the "Prospectus Supplement")
          and under the heading "DESCRIPTION OF DEBT SECURITIES" in the
          prospectus, dated April 13, 1995 (the "Prospectus"), in each case
          as filed with the Securities and Exchange Commission (the
          "Commission") pursuant to Rule 424(b)(2) under the Securities Act
          of 1933, as amended (the "Securities Act"), on April 17, 1995. 
          The Prospectus forms a part of registration statement No. 33-
          57835 (the "Registration Statement").  The Registration Statement
          was filed with the Commission pursuant to the Securities Act on
          February 24, 1995, and was declared effective by the Commission
          on March 17, 1995.  The aforementioned description in the
          Prospectus Supplement and Prospectus is hereby incorporated by
          reference into this Item 1.        


          Item 2.  Exhibits.
                   --------

                    1    Form of indenture relating to debt securities of
                         the registrant (filed as Exhibit 4(h), File No.
                         33-57835, and incorporated herein by reference).

                    2    Resolutions of the Board of Directors of the
                         registrant, dated March 15, 1995, and resolutions
                         of the Executive Committee of the Board of
                         Directors of the registrant, dated April 13, 1995,
                         establishing the Debentures (filed as Exhibits
                         4(a) and 4(b), respectively, to the registrant's
                         Current Report on Form 8-K filed April 19, 1995,
                         File No. 1-3382, and incorporated herein by
                         reference).

                    3    Specimen of the Debentures (filed as Exhibit 4(d)
                         to the registrant's Current Report on Form 8-K
                         filed April 19, 1995, File No. 1-3382, and
                         incorporated herein by reference).

                    4    Restated Charter of the registrant, dated May 22,
                         1980 (filed as Exhibit 2(a)(1), File No. 2-64193,
                         and incorporated herein by reference).

                    5    Amendment, dated May 19, 1989, to Restated Charter
                         of the registrant (filed as Exhibit 3(b), File No.
                         33-33431, and incorporated herein by reference).

                    6    Amendment, dated May 27, 1992, to Restated Charter
                         of the registrant (filed as Exhibit 4(b)(2), File
                         No. 33-55060, and incorporated herein by
                         reference).

                    7    By-laws of the registrant, as amended December 12,
                         1990 (filed as Exhibit 3(c), File No. 33-38298,
                         and incorporated herein by reference).


          <PAGE>


                    8    Resolution of the Board of Directors of the
                         registrant, dated December 8, 1954, authorizing
                         the issuance of, and establishing the series
                         designation, dividend rate and redemption prices
                         for, the registrant's Serial Preferred Stock,
                         $4.20 Series (filed as Exhibit 3(c), File No. 33-
                         25560, and incorporated herein by reference).

                    9    Resolution of the Board of Directors of the
                         registrant, dated January 17, 1967, authorizing
                         the issuance of, and establishing the series
                         designation, dividend rate and redemption prices
                         for, the registrant's Serial Preferred Stock,
                         $5.44 Series (filed as Exhibit 3(d), File No. 33-
                         25560, and incorporated herein by reference).

                    10   Statement of Classification of Shares of the
                         registrant, dated January 13, 1971, relating to
                         the authorization of, and establishing the series
                         designation, dividend rate and redemption prices
                         for, the registrant's Serial Preferred Stock,
                         $7.95 Series (filed as Exhibit 3(f), File No. 33-
                         25560, and incorporated herein by reference).

                    11   Statement of Classification of Shares of the
                         registrant, dated September 7, 1972, relating to
                         the authorization of, and establishing the series
                         designation, dividend rate and redemption prices
                         for, the registrant's Serial Preferred Stock,
                         $7.72 Series (filed as Exhibit 3(g), File No. 33-
                         25560, and incorporated herein by reference).

                    12   Mortgage and Deed of Trust dated as of May 1, 1940
                         between the registrant and The Bank of New York
                         (formerly Irving Trust Company) and Frederick G.
                         Herbst (W.T. Cunningham, Successor), Trustees and
                         the First through Fifth Supplemental Indentures
                         thereto (filed as Exhibit 2(b), File No. 2-64189,
                         and incorporated herein by reference); and the
                         Sixth through Sixty-third Supplemental Indentures
                         (filed as Exhibit 2(b)-5, File No. 2-16210;
                         Exhibit 2(b)-6, File No. 2-16210; Exhibit 4(b)-8,
                         File No. 2-19118; Exhibit 4(b)-2, File No. 2-
                         22439; Exhibit 4(b)-2, File No. 2-24624; Exhibit
                         2(c), File No. 2-27297; Exhibit 2(c), File No. 2-
                         30172; Exhibit 2(c), File No. 2-35694; Exhibit
                         2(c), File No. 2-37505; Exhibit 2(c), File
                         No. 2-39002; Exhibit 2(c), File No. 2-41738;
                         Exhibit 2(c), File No. 2-43439; Exhibit 2(c), File
                         No. 2-47751; Exhibit 2(c), File No. 2-49347;
                         Exhibit 2(c), File No. 2-53113; Exhibit 2(d), File
                         No. 2-53113; Exhibit 2(c), File No. 2-59511;
                         Exhibit 2(c), File No. 2-61611; Exhibit 2(d), File
                         No. 2-64189; Exhibit 2(c), File No. 2-65514;
                         Exhibits 2(c) and 2(d), File No. 2-66851; Exhibits
                         4(b)-1, 4(b)-2 and 4(b)-3, File No. 2-81299;
                         Exhibits 4(c)-1 through 4(c)-8, File No. 2-95505;
                         Exhibits 4(b) through 4(h), File No. 33-25560;
                         Exhibits 4(b) and 4(c), File No. 33-33431;
                         Exhibits 4(b) and 4(c), File No. 33-38298;   
                         Exhibits 4(h) and 4(i), File No. 33-42869;
                         Exhibits 4(e)-(g), File No. 33-48607; Exhibits
                         4(e) and 4(f), File No. 33-55060; Exhibits 4(e)
                         and 4(f), File No. 33-60014; Exhibits 4(a) and
                         4(b) to Post- Effective Amendment No. 1, File No.
                         33-38349; Exhibit 4(e), File No. 33-50597;
                         Exhibits 4(e) and 4(f), File No. 33-57835; and
                         incorporated herein by reference).


          <PAGE>


                                      SIGNATURE

               Pursuant to the requirements of Section 12 of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          registration statement to be signed on its behalf by the
          undersigned, thereto duly authorized.


          Date:  April 18, 1995         CAROLINA POWER & LIGHT COMPANY

                                        By:  /s/  Charles D. Barham, Jr.
                                            ----------------------------
                                            Name:   Charles D. Barham, Jr.
                                            Title:  Executive Vice President




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