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As filed with the Securities and Exchange Commission on December 1, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
November 30, 2000
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<S> <C> <C> <C>
Exact name of registrants as specified
Commission in their charters, address of principal State of I.R.S. Employer
File Number executive offices, and telephone number Incorporation Identification No.
1-15929 CP&L ENERGY, INC. North Carolina 56-2155481
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6411
1-3382 CAROLINA POWER & LIGHT COMPANY North Carolina 56-0165465
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6411
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The address of neither registrant has changed since the last report.
This combined Form 8-K represents separate filings by CP&L Energy, Inc. and
Carolina Power & Light Company. Information contained herein relating to an
individual registrant is filed by that registrant on its own behalf.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 30, 2000, CP&L Energy, Inc., a North Carolina corporation,
acquired all of the outstanding common stock of Florida Progress Corporation, a
Florida corporation, in accordance with the Amended and Restated Plan of
Exchange, including the related Plan of Share Exchange, dated as of August 22,
1999, as amended and restated as of March 3, 2000, among CP&L Energy, Florida
Progress and Carolina Power & Light Company, a North Carolina corporation. See
Exhibit 99.1 filed herewith. All state and federal regulatory approvals and
shareholder approvals required for the share exchange have been received.
Florida Progress shareholders will receive $54.00 in cash or shares of CP&L
Energy common stock having a value of $54.00, subject to proration, and one
contingent value obligation in exchange for each of their shares of Florida
Progress common stock. The exchange ratio for the shares of CP&L Energy common
stock issued to Florida Progress shareholders was 1.3473, based on the average
of the closing sale price per share of CP&L Energy common stock as reported on
the New York Stock Exchange Composite Tape on each of the 20 consecutive trading
days in the period October 26 through November 22, 2000. Each contingent value
obligation represents the right to receive contingent payments based upon the
net after-tax cash flow to CP&L Energy generated by four synthetic fuel plants
purchased by Florida Progress in October 1999.
CP&L Energy funded the share exchange with an approximately $3.5 billion
commercial paper issuance backed by a syndicated credit facility arranged by
Merrill Lynch & Co. and Salomon Smith Barney, Inc. CP&L Energy expects to
replace a majority of the short-term financing with long-term financing using a
combination of debt and/or preferred securities.
ITEM 5. OTHER EVENTS
In accordance with the Amended and Restated Agreement and Plan of Exchange,
CP&L Energy has appointed Florida Progress directors Richard Korpan, W.D.
Frederick, Jr., Richard Nunis and Jean Giles Wittner to serve as directors of
CP&L Energy, effective upon the closing of the share exchange. In addition,
Messrs. Korpan, Frederick and Nunis and Ms. Wittner have been appointed to serve
as directors of Carolina Power & Light, effective upon the closing of the share
exchange.
ITEM 7. FINANCIAL STATEMENTS TO PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired:
The financial statements required by this item shall be filed not later
than 60 days after the date this report is required to be filed.
(b) Pro Forma Financial Information.
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The pro forma financial information required by this item shall be filed
not later than 60 days after the date this report is required to be filed.
(c) Exhibits.
1.1 Amended and Restated Agreement and Plan of Exchange, dated as of
August 22, 1999, as amended and restated as of March 3, 2000,
among Carolina Power & Light Company, CP&L Energy, Inc. and
Florida Progress Corporation (incorporated by reference to Annex
A of CP&L Energy's definitive joint proxy statement/prospectus
contained in CP&L Energy's Registration Statement on Form S-4
(File No. 333-40836)).
4.1 Contingent Value Obligation Agreement, dated as of November 30,
2000, between CP&L Energy, Inc. and The Chase Manhattan Bank, as
Trustee (filed herewith).
99.1 Press Release, dated November 30, 2000 (filed herewith).
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SIGNATURES
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 hereunto duly authorized.
CP&L ENERGY, INC.
CAROLINA POWER & LIGHT COMPANY
Registrants
By: /s/ Peter M. Scott III
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Peter M. Scott III
Executive Vice President and
Chief Financial Officer of each
Registrant
Date: December 1, 2000
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
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1.1 Amended and Restated Agreement and Plan of Exchange, dated as
of August 22, 1999, as amended and restated as of March 3,
2000, among Carolina Power & Light Company, CP&L Energy, Inc.
and Florida Progress Corporation (incorporated by reference to
Annex A of CP&L Energy's definitive joint proxy
statement/prospectus contained in CP&L Energy's Registration
Statement on Form S-4 (File No. 333-40836)).
4.1 Contingent Value Obligation Agreement, dated as of November
30, 2000, between CP&L nergy, Inc. and The Chase Manhattan
Bank, as Trustee (filed herewith).
99.1 Press Release, dated November 30, 2000 (filed herewith).
