SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 1999
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CAROLINA POWER & LIGHT COMPANY
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(Exact name of registrant as specified in its charter)
North Carolina 1-3382 56-0165465
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(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
411 Fayetteville Street Mall, Raleigh, North Carolina 27601-1748
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (919) 546-6111
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ITEM 5. OTHER EVENTS.
On July 15, 1999 (the "Effective Date"), Carolina Power & Light
Company, a North Carolina corporation (the "Company"), completed the acquisition
of North Carolina Natural Gas Corporation, a Delaware corporation ("NCNG"),
through the merger of Carolina Acquisition Corporation, a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Subsidiary"), with and into
NCNG, pursuant to the terms of an Agreement and Plan of Merger (the "Merger
Agreement") by and between the Company, NCNG and Merger Subsidiary, dated as of
November 10, 1998, as amended and restated as of April 22, 1999. On the
Effective Date, each outstanding share of NCNG common stock, par value $2.50 per
share, was converted into the right to receive 0.8054 shares (the "Exchange
Ratio") of Company common stock, no par value, with cash being paid in lieu of
fractional shares. NCNG survived the merger as a wholly-owned subsidiary of the
Company.
A copy of the press release announcing the effectiveness of the merger is filed
as Exhibit 99 to this Current Report on Form 8-K, and is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
Exhibit Number Description
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99 Press Release of Carolina Power & Light
Company, dated July 15, 1999
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
CAROLINA POWER & LIGHT COMPANY
(Registrant)
By: _____________________________
Glenn E. Harder
Executive Vice President and
Chief Financial Officer
Date: July 22, 1999
Exhibit 99
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Carolina Power & Light 24-Hour Media Line
Corporate Communications Tel 919 546-6189
P.O. Box 1551 Fax 919 546-6615
Raleigh, N.C. 27602 Internet www.cplc.com
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July 15, 1999
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CP&L completes acquisition of NCNG
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RALEIGH, N.C. - Carolina Power & Light's (NYSE: CPL) acquisition of North
Carolina Natural Gas - which was approved July 13 by N.C. and S.C. regulators
and will close today - marks a significant milestone in CP&L's strategy to
become a total energy provider in the region.
NCNG will operate as a wholly owned subsidiary of Raleigh-based CP&L.
NCNG is continuing its program to bolster its customer service operations. The
company will enhance its Customer Service Center in Fayetteville with a total of
about 60 employees. Over the next several months, NCNG will announce dozens of
new locations, at grocery stores and other retail outlets, where customers can
pay their bills in person and take advantage of convenient hours, including
nights and weekends.
"This acquisition brings together two companies known for efficiency and
excellent customer service," said CP&L Chairman, President and Chief Executive
Officer Bill Cavanaugh. "But the main thing customers want to know is what does
this mean for them. We believe it means good things. Delivery and customer
service will continue to improve. Natural gas will continue to be extended to
more communities in eastern North Carolina that desperately need it. And CP&L
will secure additional natural gas to provide clean, reliable power to a growing
region."
The acquisition, first announced in November 1998, will generate efficiencies by
eliminating duplicate administrative and other functions, but the greatest
benefit in the change for the companies and customers alike is in the merging
and expansion of energy services in the region.
"This powerful combination strengthens us in the midst of dramatic changes in
the competitive energy market," Cavanaugh said. "The more services we can
provide in our areas of strength, the more attractive we will be to customers
and investors. We will continue to look aggressively for opportunities to grow
strategically, to achieve greater financial strength and to better serve our
customers."
NCNG Chief Executive Officer Calvin Wells remains CEO of the subsidiary and will
report directly to Cavanaugh. Wells also will serve as a member of the CP&L
senior management committee.
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Carolina Power & Light
Page 2
"We are proud to join the CP&L family," Wells said. "This move builds on the
strengths and traditions of both companies. Together, we are gaining the
resources needed to better serve a growing marketplace. This partnership is
particularly important as we seek to expand economic development opportunities
in eastern North Carolina. But one thing won't change: The high level of
commitment to the communities we serve and the continued emphasis on providing
safe and reliable service will remain the same."
The combination was approved by state and federal regulators and by NCNG
stockholders. During a public comment period as part of the review process,
political and civic leaders from throughout eastern North Carolina praised the
combination.
Under the agreement, NCNG stockholders are receiving 0.8054 shares of CP&L stock
for each share of NCNG stock they held. CP&L is transferring $354 million in
stock to NCNG shareholders.
Customer service telephone numbers will remain the same for NCNG customers. They
can call 1-800-275-6264 (1-800-ASK-NCNG) to establish service or to inquire
about their account. They should call 1-877-427-5325 (1-877-GAS-LEAK) to report
a gas leak or line break.
Headquartered in Fayetteville, NCNG provides natural gas, propane and related
services to about 178,000 customers in 90 towns and cities and on four municipal
gas distribution systems in south-central and eastern North Carolina. NCNG's
operating revenues were about $232 million in the fiscal year that ended Sept.
30, 1998.
CP&L is a Fortune 500 company providing electricity and energy services to about
1.2 million customers in central and eastern North Carolina, the Asheville area
of North Carolina, and the Pee Dee region of South Carolina. CP&L had revenues
of more than $3.1 billion in 1998.
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Contact: Corporate Communications
