Filed by Carolina Power & Light Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Carolina Power & Light Company
Commission File No. 001-03382
On May 3, 2000, Carolina Power & Light Company issued the following news
release.
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[LOGO] CP&L [Graphic of the]
[ word News ]
[appears here ]
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
CAROLINA POWER & LIGHT TAKES IMPORTANT STEPS TOWARDS UNLOCKING INTERPATH VALUE
RALEIGH, NC (MAY 3, 2000) - Carolina Power & Light (CP&L) [NYSE: CPL] announced
today that it has entered into two separate transactions designed to unlock the
value of Interpath Communications, Inc., CP&L's wholly owned Application Service
Provider (ASP) and Internet communications subsidiary. These transactions will
maximize the potential of Interpath's two business lines: its ASP assets and its
fiber optic network.
CP&L has entered into a letter of intent with Bain Capital, Inc. (Bain), a
Boston, MA-based $7 billion private equity fund. Under the agreement, CP&L and
Bain will each invest $50 million for a total of $100 million of new equity to
aggressively grow Interpath's ASP business. Bain will provide strategic and
operational expertise to enable Interpath to leverage its leadership position in
the dynamic ASP marketplace. Upon completion of the transaction, Bain will own
65% and CP&L will own 35% of Interpath. Closing of this transaction is expected
to occur in the next sixty days.
CP&L will retain the fiber optic network assets currently owned by Interpath, as
well as its 10% limited partnership interest in the BellSouth PCS business. The
fiber assets will be part of a capacity sharing and marketing agreement with
Progress Telecom, a wholly owned subsidiary of Florida Progress Corporation. The
combined fiber optic assets of Progress Telecom and CP&L will create a powerful
super-regional telecommunications and Internet infrastructure company with more
than 3,000 route miles, or 106,000 fiber miles, stretching along the east coast
from Washington, D.C., to Florida.
As previously announced in August 1999, CP&L and Florida Progress entered into a
definitive merger agreement under which CP&L will acquire Florida Progress. The
transaction is expected to close this fall. Upon close, the two fiber optic
subsidiaries will be combined, and Ron Mudry, currently vice president and
general manager of Progress Telecom, will be named president of the combined
company. The combined company will operate as Progress Telecom and be
headquartered in St. Petersburg, Florida.
"Both of the agreements announced today are important steps towards unlocking,
maximizing and returning to shareholders the value of our Interpath subsidiary,"
said William Cavanaugh, CP&L chairman, president and CEO. "In Bain, we have
found an ideal partner for Interpath's ASP and Data Services business. Bain has
a long and successful track record of investing in high-growth,
technology-driven businesses and has successfully taken more than 25 companies
public. Bain's investment and active involvement will position Interpath to
execute its growth plans and build on its leadership position in the ASP
industry."
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"This deal allows Interpath and its employees to have a singular focus:
selling, delivering and supporting our world-class business applications to the
mid- to large-size enterprise marketplace," said Michael Fox, interim president
and CEO of Interpath. "Bain brings a wealth of knowledge and expertise to our
board that will assist us in growing the company and fully recognize our value
in this rapidly-expanding market."
"We are extremely excited to back the outstanding management team at Interpath
to build upon the leadership position they have created in the dynamic ASP
marketplace," said Andrew Balson, a principal with Bain Capital. "The
substantial capital commitment being made by CP&L and Bain Capital will enable
the Interpath team to create a long term winner in the ASP market."
"The planned combination of the fiber optic company with Progress Telecom is
another example of the significant benefits created from CP&L's acquisition of
Florida Progress," said Cavanaugh. "This will create an expansive fiber optic
footprint in which we believe there is tremendous value."
"The planned combination of our fiber companies positions us to be a very strong
super-regional player in the Internet and telecommunications industry," said Ron
Mudry, currently the vice president and general manager of Progress Telecom.
"This also positions us well to capture a share of the fast growing
international telecommunications traffic landing in Florida through the undersea
fiber optic cables, which serve Latin America and the Caribbean."
ABOUT INTERPATH
Interpath, formed in 1998, offers a broad range of managed application and
consulting services. Interpath provides customers comprehensive solutions of
mission critical services including eCommerce and ERP application development
and management and data services. Interpath's applications expertise, combined
with its state-of-the-art data and operations centers, offers customers a
single, high-quality source solution for application implementation and
management.
ABOUT BAIN CAPITAL
Bain Capital is one of the most experienced and successful private equity
investors in the United States. The firm's principals have extensive experience
working with companies in a wide range of industries. Since its founding in
1984, Bain Capital has invested in more than 150 companies and currently manages
approximately $7 billion of capital. Bain Capital's investment strategy is to
invest in or to acquire businesses in partnership with exceptional management
teams and build the long-term value of those businesses.
Over the past fifteen years, Bain has established a prolific track record in the
public equity capital markets having completed IPOs for its portfolio companies,
which today have combined market capitalization exceeding $25 billion. Bain has
significant experience investing in technology companies including Internet
infrastructure, content and services companies. Recent technology and telecom
investments include Double Click, eCredit.com, SEAT, USLEC, Therma-wave,
Integrated Circuit Systems, Net Library and many others.
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
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competitively priced energy, excellent reliability, and outstanding customer
service. Diversified operations include rail services, marine operations, and
coal mining and synthetic fuel production. Additional information about Florida
Progress can be found at http://www.fpc.com.
ABOUT PROGRESS TELECOM
Founded in 1998, Progress Telecom is a carrier's carrier providing wholesale
telecommunications services throughout Florida and the Southeast. Progress
Telecom incorporates approximately 61,000 fiber miles in its network including
approximately 70 points-of-presence. Additional information about Progress
Telecom can be found at http://www.progresstelecom.com.
ABOUT CP&L
Headquartered in Raleigh, N.C., CP&L 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 NCNG subsidiary, to about
178,000 customers in eastern and southern North Carolina. The company owns and
operates a system of 17 power plants in the Carolinas and Georgia. CP&L's
diversified operations include Application Service Providers (ASP) Interpath and
statusgo.com, 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,
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.
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MEDIA CONTACTS:
CP&L, KEITH POSTON, 919-546-6189
INTERPATH, TINA WILSON, 919/253-5707
FLORIDA PROGRESS, MELANIE FORBRICK, 727/820-5023
INVESTOR CONTACT:
CP&L, KAREN RALPH 919/546-6931 OR MARK MULHERN, 919/546-6373
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In connection with the share exchange between CP&L Energy and Florida Progress,
Carolina Power & Light and Florida Progress have filed with the Securities and
Exchange Commission (the "SEC") a preliminary joint proxy statement/prospectus.
CP&L Energy will file a Registration Statement on Form S-4 and Florida Progress
will file a definitive proxy statement each of which will contain the definitive
joint proxy statement/prospectus of CP&L Energy and Florida Progress in addition
to other relevant documents concerning the share exchange with the SEC. 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 Carolina
Power & Light and CP&L Energy with the SEC can be obtained by contacting
Carolina Power & Light and 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 (BT11B), St. Petersburg,
Florida 33733, telephone: (800) 937-2640. READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE SHARE
EXCHANGE.
CP&L Energy, its officers, directors, employees and agents may be soliciting
proxies from CP&L Energy shareholders in connection with the share exchange.
Information concerning the participants in the solicitation is set forth in the
preliminary joint proxy statement/prospectus filed by Carolina Power & Light
with the SEC on March 6, 2000.
Florida Progress, its officers, directors, employees and agents may be
soliciting proxies from Florida Progress shareholders in connection with the
share exchange. Information concerning the participants in the solicitation is
set forth in the preliminary joint proxy statement/prospectus filed by Florida
Progress with the SEC on March 6, 2000.
