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 April 3, 2000, Carolina Power & Light Company issued the following news
release.
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Carolina Power & Light 24-Hour Media Line [GRAPHIC of the
Corporate Communications Tel 919 546-6189 word News
P.O. Box 1551 Fax 919 546-6615 appears here]
Raleigh, N.C. 27602 Internet www.cplc.com
[CP&L Logo]
CP&L ANNOUNCES NEW CORPORATE STRUCTURE, EXECUTIVES TO LEAD COMBINED CP&L /
FLORIDA PROGRESS COMPANY
STRUCTURE DESIGNED TO CAPITALIZE ON HIGH-GROWTH GENERATION AND DISTRIBUTION
MARKETS
RALEIGH, N.C. (APRIL 3, 2000) - Carolina Power and Light Company (CP&L) [NYSE:
CPL] today unveiled the organizational structure and leadership of the new
company that will be formed as a result of the combination of CP&L and Florida
Progress Corporation [NYSE: FPC] announced on August 23, 1999. The transaction
is expected to close this fall.
The combined company will be one of the nation's 10 largest energy companies
based on generating capacity with more than 18,500 megawatts. The new company
will have a powerful presence in the Southeastern electric and natural gas
markets, and will be dedicated to expanding the region's electric generation
capacity and delivering reliable, competitively priced energy throughout its
high-growth service area.
William Cavanaugh will lead the new company as its chairman, president and chief
executive officer. Cavanaugh will also continue to serve as president and CEO of
CP&L, the utility company serving North Carolina and South Carolina.
The combined company will be organized into five primary business units: Energy
Ventures, Energy Supply, Energy Delivery, Florida Power and Gas & Energy
Services. In addition, a Service Company will be formed to support the combined
company.
Cavanaugh, CP&L's current chairman, president and CEO, said, "We will become the
flagship energy company of the Southeast. With the combination, we have
increased scale and resources, and we are making solid, strategic decisions to
position ourselves as a leader in this industry.
"The new organizational structure recognizes the changing dynamics of our
industry. We are aligning the new company with a strategy of growth, flexibility
and entrepreneurial orientation. As deregulation gives way to increased
competition, we believe that this leadership structure creates a focused
management team that will best capitalize on our high-growth generation and
distribution markets as well as successfully manage entrepreneurial ventures in
new markets. I am confident that as a result of this combination and the
management team that will lead the new company, we are securing a leadership
position for the future," Cavanaugh said.
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Energy Ventures
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Energy Ventures, a new business unit, will focus on growing the combined
company's core energy business throughout the Southeast through new generation
strategies and will manage all of the existing Electric Fuels Corporation (EFC)
businesses. Tom D. Kilgore, currently CP&L's senior vice president for Power
Operations, will serve as president of the Energy Ventures unit. Kilgore will
continue to head Power Operations until Energy Ventures is launched and a new
Power Operations executive is named.
Energy Supply
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The Energy Supply unit will oversee generation operations in Florida, Georgia
and the Carolinas. W.S. "Skip" Orser, currently executive vice president for
Energy Supply at CP&L, will be president of the Energy Supply unit. The nuclear
division, led by C.S. "Scotty" Hinnant, senior vice president, will oversee the
company's nuclear plant operations and nuclear engineering. The head of Power
Operations, who will manage fossil generation, energy trading and system
planning and operations, is yet to be named.
Energy Delivery
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The Energy Delivery unit will oversee transmission and distribution for the
North Carolina and South Carolina service area and customer service for the
combined company. Fred N. Day IV, currently senior vice president - Energy
Delivery for CP&L, will be executive vice president of the Energy Delivery unit.
This unit will be the energy delivery vehicle for CP&L, the utility serving 1.2
million electric customers in the Carolinas.
Florida Power
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Florida Power serves approximately 1.3 million customers in Florida. Joe
Richardson, current president of Florida Power Company, will be president of the
Florida Power unit. Retail Sales & Services will become a department rather than
a business unit and will report to Richardson. There will be retail employees in
the Carolinas and Florida, preserving flexibility and skills to take advantage
of emerging markets. Wayne Forehand will be senior vice president of Florida
Power Energy Delivery and will report to Richardson.
Gas & Energy Services
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The Gas & Energy Services unit will oversee North Carolina Natural Gas (NCNG),
which provides natural gas- and propane-related services to 178,000 residential,
commercial and industrial customers in south-central and eastern North Carolina,
and Strategic Resource Solutions (SRS), an integrated facility- and
energy-management solutions company. The leader of the Gas & Energy Services
unit is yet to be named.
Service Company
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The Service Company will manage the combined company's corporate relations,
information technology, administrative services, human resources, corporate
communications and financial services. Robert B. McGehee, currently CP&L's
executive vice president, general counsel, chief administrative officer and
interim chief financial officer, will be president of the Service Company.
McGehee will also serve as executive vice president and general counsel for the
combined company. Senior officers of the Service Company will be William
Johnson, executive vice president, Corporate Relations and general counsel;
Carolyn Osborne, senior vice president - Information Technology; Bonnie Hancock,
senior vice president - Finance; Cecil Goodnight, senior
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vice president - Administrative Services; and the executive vice president of
Financial Services and chief financial officer who is yet to be named.
CP&L has filed for approval to create a holding company. The legal name of the
proposed holding company, CP&L Energy, will be re-named as part of an overall
corporate branding initiative at closing.
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 COMPANIES' ABILITY TO CONTROL OR ESTIMATE PRECISELY,
SUCH AS ESTIMATES OF FUTURE MARKET CONDITIONS, THE BEHAVIOR OF OTHER MARKET
PARTICIPANTS AND THE ACTIONS OF FEDERAL AND STATE REGULATORS. OTHER FACTORS
INCLUDE, BUT ARE NOT LIMITED TO, ACTIONS IN THE FINANCIAL MARKETS, WEATHER
CONDITIONS, ECONOMIC CONDITIONS IN THE TWO COMPANIES' SERVICE AREAS,
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 TWO COMPANIES' SEC REPORTS.
# # #
CONTACT: CORPORATE COMMUNICATIONS 24-HOUR MEDIA LINE, 919-546-6189
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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.
