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PROSPECTUS Rule 424(b)(5)
Reg. No. 33-45044
Florida Progress Corporation
PROGRESS PLUS STOCK PLAN
The Progress Plus Stock Plan (the "Plan") of Florida Progress Corporation
(the "Company") provides shareholders of Florida Progress Corporation Common
Stock, without par value (the "Common Stock"), with an economical and
convenient method of purchasing additional shares of Common Stock. In addition,
nonshareholders who are residents of the State of Florida may enroll in the
Plan by making an initial cash investment. Employees of the Company and its
Subsidiaries may also purchase Common Stock through automatic payroll
deductions. See "DESCRIPTION OF THE PLAN" beginning on page 4 for further
information concerning the Plan.
Investment options offered under the Plan are:
FULL DIVIDEND REINVESTMENT--Reinvest cash dividends on all Registered
Shares of Common Stock held by you in certificate form and all shares
credited to your Plan account.
PARTIAL DIVIDEND REINVESTMENT--Receive cash dividends by check on a
portion of the Registered Shares held by you and/or a portion of the
whole shares of Common Stock credited to your Plan account and reinvest
the cash dividends on the remainder of your shares.
CASH INVESTMENTS ONLY--Cash investments may be made at any time, up to
$100,000 per calendar year, with or without reinvesting dividends.
Cash dividends, cash investments and payroll deductions will be used to
purchase shares of Common Stock which, at the option of the Company, will be
either newly issued or will be purchased on behalf of Plan Participants in the
open market by an Independent Agent.
The price of newly issued shares will be the average of the high and low
sales prices of the Company's Common Stock as discussed in Question 17. The
price of shares purchased in the open market will be the weighted average price
at which the Independent Agent acquires the shares as also discussed in
Question 17.
This Prospectus relates to 2,381,764 shares of Common Stock of the Company
and should be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October 1, 1994
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy statements and
other information filed by the Company can be inspected and copied at the SEC's
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and copies of such material can be obtained from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, reports, proxy material and other
information concerning the Company may be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and at The Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC (File No. 1-8349),
as amended, are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993, as
filed with the SEC on March 25, 1994.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994, as filed with the SEC on May 9, 1994 and August 5, 1994,
respectively.
3. Current Reports on Form 8-K dated January 17, 1994, April 21, 1994 and
July 21, 1994, as filed with the SEC on January 26, 1994, April 21, 1994,
and July 25, 1994, respectively.
4. The description of the Common Stock of the Company contained in Item 4
of the Company's Registration Statement on Form 8-B (No. 1-8349), that was
filed with the SEC on May 21, 1982 and declared effective on July 6, 1982,
as updated by the following reports of the Company, each of which is also
incorporated herein by reference: Part II, Item 2 of Quarterly Report on
Form 10-Q for the quarter ended March 31, 1985 that was filed with the SEC
on May 14, 1985; Part II, Item 4 of Quarterly Report on Form 10-Q for the
quarter ended March 31, 1990 that was filed with the SEC on May 14, 1990;
the description of the Company's Common Stock that is contained under the
heading "Description of Capital Stock" in the Company's Registration
Statement on Form S-3 (No. 33-51573) that was filed with the SEC on
December 17, 1993 and declared effective on December 28, 1993; and Item 5
of the Current Report on Form 8-K dated November 21, 1991 that was filed
with the SEC on November 27, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon
the written or oral request of any such person, a copy of any and all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference. Requests for such copies
should be directed to: Florida Progress Corporation, Investor Services,
P.O. Box 33028, St. Petersburg, Florida 33733-8028 or telephone toll free
1-800-352-1121.
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THE COMPANY
Florida Progress Corporation is a diversified electric utility holding
company headquartered in St. Petersburg, Florida and was incorporated in
Florida on January 21, 1982. The Company's primary subsidiary is Florida Power
Corporation ("Florida Power"). Florida Power was incorporated in Florida in
1899 and is an operating utility engaged in the generation, purchase,
transmission, distribution and sale of electricity primarily within the State
of Florida. Florida Power's service area covers about 20,000 square miles in
central and northern Florida and along the west coast of the state and includes
St. Petersburg and Clearwater as well as the areas surrounding Walt Disney
World, Orlando, Ocala and Tallahassee.
The Company's diversified operations are owned directly or indirectly through
Progress Capital Holdings, Inc. ("PCH"), a Florida corporation and wholly owned
subsidiary of the Company that was incorporated in 1988. PCH holds the capital
stock of, and provides funding for, the Company's diversified subsidiaries,
which include the following:
Electric Fuels Corporation -- Formed in 1976, Electric Fuels is a coal
mining and transportation services company serving utility and industrial
companies, including Florida Power. Its major businesses include coal
mining, procurement and transportation; bulk commodities transportation;
and railcar and marine repair facilities.
Mid-Continent Life Insurance Company -- Acquired in 1986, Mid-Continent
is a life insurance company headquartered in Oklahoma City which has been
in business since 1909. Its principal product is a low-premium death
benefit policy.
Progress Credit Corporation -- Formed in 1983, Progress Credit is a
financial services company with lending and leasing activities primarily
involving commercial aircraft, real estate projects, locomotives and
medical equipment. Progress Credit is not entering into new transactions,
unless they facilitate the Company's business withdrawal strategies, and
plans to sell, over time, most of its assets. Talquin Corporation, a former
subsidiary of PCH incorporated in 1981, was merged with and into Progress
Credit in 1993. Talquin formerly was involved with investing in and
developing real estate and in manufacturing and distributing building
products. The Company has divested Talquin's building products operations
and will sell the remaining real estate investments over time.
The Company has its principal offices at One Progress Plaza, St. Petersburg,
Florida 33701, and its telephone number is (813) 824-6400.
USE OF PROCEEDS
Since the requirements of Plan Participants may be satisfied by either the
issuance of new shares of Common Stock by the Company, or the purchase of
shares of Common Stock by the Independent Agent in the open market, the number
of shares of Common Stock, if any, that the Company ultimately will sell under
the Plan, or the prices at which such shares will be sold, is not known. If new
shares of Common Stock are issued by the Company under the Plan, the proceeds
from the sale will be used for working capital or other general corporate
purposes. If shares are purchased by the Independent Agent in the open market,
the Company will not receive any proceeds.
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DESCRIPTION OF THE PLAN
The following, which is set forth in question and answer form, constitutes a
complete statement of the Plan:
DEFINITIONS
AUTHORIZATION CARD -- The card to be completed by a registered shareholder
of the Company's Common Stock to participate in the Plan.
BUSINESS DAY -- Any day on which the New York Stock Exchange is open for
the business of trading securities.
COMMON DIVIDEND -- The cash dividend payable on Registered Shares.
DIVIDEND PAYMENT DATE -- The date on which dividends are payable on the
Company's Common Stock, usually the 20th day of March, June, September and
December.
DIVIDEND RECORD DATE -- The date on which a person or entity must be a
registered shareholder of Common Stock in order to receive dividends,
usually the 5th day of March, June, September and December.
ENROLLMENT FORM -- The form to be completed by a non-shareholder resident
of the State of Florida in order to enroll in the Plan.
INDEPENDENT AGENT -- The agent appointed by the Company from time to time,
who acts on behalf of Plan Participants in buying Common Stock on the open
market if the Company elects not to satisfy the requirements of Plan
Participants with newly issued shares. The agent will also sell Plan Shares
for Participants upon written request.
INVESTMENT DATE -- The date on which shares of Common Stock are acquired
under the Plan; currently, the Investment Date is the 20th day of each
month unless such day is not a Business Day, in which case the Investment
Date is the next succeeding Business Day.
INVESTOR SERVICES -- The section of the Investor Relations Department of
the Company that administers the Plan and keeps records of each
Participant's Plan participation.
PAYROLL DEDUCTION AUTHORIZATION CARD -- The card to be completed by
employees of the Company in order to participate in the Plan.
PLAN DIVIDEND -- The cash dividend payable on shares of Common Stock held
by the Company in your Plan account.
PARTICIPANT -- An individual or entity that has submitted an Authorization
Card, Payroll Deduction Authorization Card or Enrollment Form, had such
card or form approved by the Company and enrolled in the Plan.
PLAN SHARES -- The shares of Common Stock held by the Company in a
Participant's Plan account.
REGISTERED SHARES -- The shares of Common Stock for which a Participant
holds a stock certificate.
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SAFEKEEPING SERVICE -- The service allowing Plan Participants to deposit
all of their Common Stock certificates with Investor Services for credit to
their Plan account.
SUBSIDIARIES -- All entities that are controlled by the Company through
direct or indirect ownership of a majority of such entities' voting shares.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers shareholders, non-shareholders who are residents of the State
of Florida, and employees of the Company and its Subsidiaries a convenient and
economical way to purchase the Company's Common Stock. Once you are enrolled in
the Plan, cash dividends, as well as any cash investments and/or payroll
deductions, may be used to purchase shares of Common Stock (both whole and
fractional shares).
You should recognize that the Company cannot assure you of a profit or
protect you against a loss on the shares of Common Stock purchased under the
Plan.
ADVANTAGES AND FEATURES
2. What are some of the advantages and features of the Plan?
-- You may elect to have your cash dividends on all or a portion of your
shares of Common Stock automatically reinvested.
-- You may make cash investments of up to $100,000 per calendar year for
the purchase of Common Stock.
-- Non-shareholders who are residents of the State of Florida may enroll in
the Plan by making a minimum initial cash investment to purchase Common
Stock under the terms of the Plan.
-- Employees of the Company and its Subsidiaries may purchase shares of
Common Stock through automatic payroll deductions.
-- A full investment of funds is possible under the Plan because both full
and fractional shares will be credited to your Plan account.
-- You may deposit all of your certificates of Common Stock with Investor
Services for safekeeping and credit to your Plan account.
-- You will receive a statement of account as soon as practicable following
each Investment Date on which shares are purchased.
-- You will receive a quarterly statement of account with a record of your
year-to-date activity as soon as practicable following each Dividend
Payment Date.
-- Statements of account are your continuing record of transactions and
should be retained for tax purposes.
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ADMINISTRATION
3. Who administers the Plan?
Administration of the Plan is shared between the Company and the Independent
Agent. Investor Services will administer the Plan, keep a continuous record of
your participation and send you a periodic statement of your account. If the
Company elects to meet the requirements of Participants by purchasing shares of
Common Stock in the open market, the Independent Agent will act on behalf of
Participants in buying such shares. The Agent may also sell Plan Shares for
Participants upon written request.
The Company reserves the right to interpret and regulate the Plan as deemed
necessary or desirable. The Company, or the Independent Agent, will not be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (a) arising out of
failure to terminate a Participant's account upon the Participant's death prior
to receipt of written notice of such death, or (b) with respect to the prices
or times at which shares are purchased or sold for Participants (except that
the Company understands that in the opinion of the Securities and Exchange
Commission, this limitation of liability is not effective to limit liabilities
under the Securities Act of 1933 or other applicable federal securities laws).
4. Who should I contact with questions concerning the Plan and its
administration?
You may contact the Company with questions concerning the Plan by writing
to:
Florida Progress Corporation
Investor Services
P.O. Box 33028
St. Petersburg, FL 33733-8028
or by calling Investor Services toll free at 1-800-352-1121.
5. May the Plan be modified or discontinued?
The Company reserves the right to suspend, modify or discontinue the Plan at
any time. Any suspension, major modification or discontinuance of the Plan will
be announced by the Company to all registered holders of its Common Stock and
employees, including both Plan Participants and non-participants.
PARTICIPATION
6. Who is eligible to participate in the Plan?
All registered holders of the Company's Common Stock, non-shareholders who
are residents of the State of Florida, and employees of the Company and its
Subsidiaries are eligible to participate in the Plan.
7. How does a registered shareholder of Common Stock participate?
If you are a registered shareholder of Common Stock, you may join the Plan at
any time by completing the Authorization Card and returning it to the Company.
If your shares are registered in a name other than your own (e.g., in the name
of a broker or bank nominee), then in order to participate in the Plan, you
either must become a shareholder of record by having your shares transferred
into your name, or must request that the record holder of your shares
participate in the Plan on your behalf.
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The Authorization Card allows you to decide the extent to which you want to
participate in the Plan. By checking the appropriate box you may select:
-- Full Dividend Reinvestment -- Reinvest cash dividends on all
Registered Shares of Common Stock held by you and on all shares
credited to your Plan account. Cash investments may also be made at
any time.
-- Partial Dividend Reinvestment -- Receive cash dividends by check on
a portion of your Registered Shares held by you and/or a portion of
the whole shares credited to your Plan account and reinvest the cash
dividends on the remainder of your shares. Cash investments may also
be made at any time.
-- Cash Investments Only -- Make cash investments at any time and
continue to receive cash dividends by check on all Registered Shares
of Common Stock held by you and on all shares credited to your Plan
account.
The Authorization Card also provides for the appointment of the Independent
Agent to purchase shares on your behalf.
An Authorization Card and Plan Prospectus will be furnished to you at any
time upon request to Investor Services.
8. How does a non-shareholder who is a resident of the State of Florida
participate?
After being furnished with the Plan Prospectus, a Florida resident may apply
for enrollment in the Plan by completing and returning the Enrollment Form to
Investor Services, together with a check in an amount not less than $100 nor
more than $100,000, made payable to "Florida Progress Corporation".
The Enrollment Form requires you to provide verification of Florida
residency, and to appoint the Independent Agent to purchase shares on your
behalf. It also allows you to decide the amount of your initial investment,
which will be used to purchase full and fractional shares of the Company's
Common Stock. All cash dividends credited to your Plan account will be fully
reinvested and used to purchase additional shares of Common Stock, unless and
until you notify the Company otherwise (see Questions 26 and 27).
9. How does an employee participate?
Any employee of the Company and its Subsidiaries may join the Plan at any
time by completing the Payroll Deduction Authorization Card and returning it to
Investor Services.
The Payroll Deduction Authorization Card allows you to decide the dollar
amount to be deducted from your pay each month. The monthly deductions will be
used to purchase full and fractional shares of the Company's Common Stock. All
cash dividends credited to your Plan account will be fully reinvested and used
to purchase additional shares of Common Stock, unless and until you notify the
Company otherwise (see Questions 26 and 27). The Payroll Deduction
Authorization Card also provides for the appointment of the Independent Agent
to purchase shares on your behalf.
Payroll Deduction Authorization Cards will be furnished to you at any time
upon request to Investor Services. The completed card must be returned by the
20th day of the month in order to participate on the Investment Date of the
next succeeding month.
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Payroll deduction authorizations will be for an indefinite period of time.
The employee must specify the amount to be withheld each month. The minimum
monthly deduction is $10.
Payroll deductions will be invested as of the Investment Date of the same
month.
DIVIDEND REINVESTMENT
10. How and when will cash dividends be reinvested?
If you have elected to reinvest your cash dividends on your Registered
and/or Plan Shares, the Company will reinvest those dividends in additional
shares of the Company's Common Stock. At the option of the Company, reinvested
dividends will be used to purchase authorized but unissued shares from the
Company or shares that are purchased on the open market by the Independent
Agent.
Cash dividends payable on any Dividend Payment Date which are to be
reinvested will be reinvested on the current monthly Investment Date. If the
Company has elected to meet the requirements of the Plan with Common Stock
purchased in the open market, the Independent Agent will determine the exact
timing of such purchases and the number of shares to be purchased, depending
on the amount of reinvested dividends, market conditions and the requirements
of federal securities laws. The price for open market purchases is explained
in Question 17.
If the Company elects to issue authorized but unissued shares of its Common
Stock, these shares will be credited to your Plan account as of the Investment
Date. The price for these shares is explained in Question 17.
If a Participant's Authorization Card is received by Investor Services on or
before the Dividend Record Date for the next dividend payment, then the
dividends payable will be used to purchase additional shares of Common Stock
on the upcoming Investment Date.
If the Authorization Card is received after the Dividend Record Date for the
next dividend payment, the reinvestment of dividends will start with the next
succeeding dividend payment.
CASH INVESTMENTS
11. Who is eligible to make cash investments?
All Plan Participants, whether or not they have authorized the reinvestment
of dividends, are eligible to make cash investments.
12. How are cash investments made?
An initial cash investment may be made when enrolling by enclosing a check
with your Authorization Card, Payroll Deduction Authorization Card or
Enrollment Form. Checks should be made payable to Florida Progress Corporation
and returned in the envelope provided. Thereafter, cash investments may be
submitted by using the cash payment form attached to the statement of account,
which will be sent to you by Investor Services. You may also send in a check
without this form; however, your Plan account number must be included on your
check.
If you choose to participate by cash investments only, the Company will pay
cash dividends by check on your Registered Shares and Plan Shares purchased
with your cash investments. If employee Participants choose to participate by
cash investments only, they must terminate their payroll deductions (see
Question 29).
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13. What are the limitations on making cash investments?
The option to make cash investments is available to you at any time. Cash
investments, including payroll deduction amounts, cannot be less than $10 per
payment and cannot exceed a total of $100,000 per calendar year. The minimum
initial investment for non-shareholder residents of the State of Florida is
$100. The same amount of money need not be sent for each Investment Date and
there is no obligation to make an investment each Investment Date.
14. When will cash investments be invested?
Cash investments will be invested monthly on the Investment Date. Cash
received on or after an Investment Date will be held by the Company until, and
will be invested on, the next Investment Date. Since no interest will be paid
by the Company on any cash payments received and held by the Company pending
investment on the next Investment Date, you are urged to send them shortly
before an Investment Date. However, you should allow sufficient time to ensure
that your cash investment will be received at least one Business Day prior to
an Investment Date.
In order for dividends to be payable on shares of Common Stock purchased with
cash investments, your cash must be invested no later than the monthly
Investment Date prior to the next Dividend Record Date.
Cash investments will be refunded if a written request is received by
Investor Services prior to the monthly Investment Date on which the cash was
intended for investment.
PURCHASES
15. How many shares of Common Stock will be purchased?
The number of shares purchased depends on the amount of your reinvested
dividends, any cash investments and the purchase price of the Common Stock. In
the case of an employee participant, the number of shares purchased also
depends on the amount of the employee's payroll deduction. Your Plan account
will be credited with the number of shares, including fractions computed to
four decimal places, equal to the total amount invested divided by the purchase
price.
16. Who purchases the shares for the Plan?
The Company may elect to satisfy the requirements of Plan Participants with
either newly issued shares of Common Stock, or shares of Common Stock purchased
on the open market. If the Company elects to purchase shares of Common Stock on
the open market, the Independent Agent will make all such purchases necessary
to meet the requirements of the Plan. The Company does not exercise any direct
or indirect control over the prices or timing of purchases made by the
Independent Agent on the open market. If open market purchases are not made,
the shares issued under the Plan will be from the authorized but unissued
shares of Common Stock of the Company.
17. What is the price of shares purchased for the Plan?
If the Company elects to satisfy the requirements of the Plan with shares of
Common Stock purchased on the open market, the price of such shares will be the
weighted average price at which the Independent Agent acquires the shares plus
a nominal brokerage commission and other fees. If the Company elects to satisfy
the requirements of the Plan with newly issued shares of Common Stock, the
price of such shares will
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be 100% of the average of the high and low sales prices of the Company's Common
Stock, based on the New York Stock Exchange Composite Transactions on the
respective Investment Date. This date is also the transaction date that will
appear on your statement of account.
18. Are any fees or expenses incurred by Participants?
All costs of administering the Plan will be paid by the Company, but
Participants will be required to pay a nominal brokerage commission and other
fees for shares purchased in the open market. Brokerage commissions will be a
discounted rate which is not expected to exceed $.10 per share. The brokerage
commission charged by the Independent Agent will appear on your Statement of
Account. Certain charges (see Question 31) may be incurred by Participants if
they withdraw from the Plan or if the Plan is discontinued by the Company.
REPORTS TO PARTICIPANTS
19. How will Participants be advised of their purchases of shares of Common
Stock?
As soon as practicable following each Investment Date on which shares are
purchased, you will receive a statement of your account. These statements are
your continuing record of the cost of your purchases and should be retained for
tax purposes. In addition, you will receive copies of the same communications
sent to every other registered shareholder of Common Stock including the
Company's annual report, interim reports, notice of annual meeting and proxy
statement, and certain income tax information.
CERTIFICATES
20. Will stock certificates be issued for shares of Common Stock acquired under
the Plan?
Certificates for shares of Common Stock acquired under the Plan will not be
issued. Certificates will be registered in the name of the Company or a nominee
as agent for the Participant. The number of shares credited to your Plan
account will be shown on your statement of account. This service protects
against loss, theft or destruction of stock certificates.
A certificate for any number of whole shares up to the full number of shares
credited to your Plan account will be issued to you if you so request in
writing (see Question 31). Such request should be mailed to Investor Services
at the address shown in Question 4.
Shares credited to your Plan account may not be pledged. If you wish to
pledge your shares, you must request that a certificate be issued in your name.
A certificate for fractional shares will not be issued under any circumstances.
21. In whose name will Plan accounts be maintained and certificates registered
when issued?
A Plan account for a shareholder that enrolls in the Plan will be maintained
in the shareholder's name(s) as shown on the Company's shareholder records at
the time the shareholder joins the Plan. An account for a non-shareholder
resident of the State of Florida will be maintained in the name(s) indicated on
the Enrollment Form. An account for an employee Participant will be maintained
in the name(s) indicated on the Payroll Deduction Authorization Card.
Certificates for whole shares of Common Stock will be so registered when
issued, except in instances such as death. Upon written request, certificates
can also be registered and issued in names other than the account name, subject
to compliance with any applicable laws and the payment by
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the Participant of any applicable taxes, provided that the request bears the
signature(s) of the Participant(s) and the signature(s) is/are guaranteed by a
commercial bank or member firm of the New York Stock Exchange or American Stock
Exchange.
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
22. What is the purpose of the Plan's Safekeeping Service for certificates and
how does it work?
The purpose of the Plan's Safekeeping Service is to permit Participants to
deposit all Common Stock certificates in their possession with Investor
Services for safekeeping. Deposited shares represented by Common Stock
certificates will be transferred into the name of the Company, as agent for
Participants in the Plan, and will be credited to the Participant's Plan
account. Thereafter, the shares will be treated in the same manner as shares
purchased through the Plan.
23. What are the advantages of the Plan's Safekeeping Service?
The Plan's Safekeeping Service for stock certificates offers two significant
advantages to Participants. First, the risk associated with loss of your stock
certificates is eliminated. Second, because shares for safekeeping are treated
in the same manner as shares purchased through the Plan, they may be sold
through the Plan in a convenient and efficient manner.
24. How may Common Stock certificates be deposited with Investor Services?
Participants who wish to deposit their certificates of Common Stock for
safekeeping should send them, unsigned, to Investor Services with written
instructions to deposit them to their Plan account. We recommend that
securities be sent via registered mail.
25. May shares remain on deposit if participation in the Plan is discontinued?
No. Upon withdrawal from the Plan, Participants must elect to receive their
Plan Shares either in kind or in cash (see Questions 31 & 32).
CHANGING INVESTMENT OPTIONS
26. May investment options be changed?
Yes. You may make the following changes to your investment options:
(A) Begin or stop reinvesting cash dividends on all shares or less than
all shares registered in your name.
(B) Begin or stop receiving cash dividends on all or less than all
whole shares credited to your Plan account.
Even if you stop reinvesting cash dividends on all shares registered in your
name and/or credited to your Plan account, you may continue to make cash
investments.
27. How do Participants change their investment options?
Participants may change their investment options at any time by completing
the account correspondence stub attached to their statement of account, or by
submitting a written request to Investor Services. Changes will become
effective as soon as practicable after they are received.
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28. How do employee Participants change or discontinue their payroll
deductions?
The amount of payroll deductions can be changed or stopped at any time by
written notice to Investor Services using the Payroll Deduction Authorization
Card. Changing or discontinuing deductions will become effective as soon as
practicable.
29. May employees stop their payroll deductions and still participate in the
Plan?
Yes. Employees who stop their payroll deductions may leave their shares in
the Plan. Investor Services will continue to maintain the shares in their Plan
accounts unless otherwise instructed. These employees may also continue to make
cash investments.
WITHDRAWING FROM THE PLAN
30. May Participants withdraw all or a portion of their shares from the Plan?
Yes. The Plan is entirely voluntary and Participants may withdraw all or a
portion of their shares at any time. You may request that a certificate be
issued or that your shares be sold and the cash proceeds forwarded to you.
Participants withdrawing all of their shares from the Plan automatically
terminate their participation in the Plan. However, any eligible shareholder,
non-shareholder resident of the State of Florida, or employee of the Company or
its Subsidiaries may elect to re-enroll at any time.
31. How do Participants withdraw all or a portion of their shares from the
Plan?
In order to withdraw from the Plan, Participants must notify Investor
Services in writing at the address shown in Question 4. Written notice may also
be provided by completing the reverse side of the account correspondence stub
of the statement of account.
If Participants' requests are for partial withdrawals, the Participants must
specify that Investor Services issue a certificate for, or instruct the
Independent Agent to sell, any number of whole shares credited to their Plan
account.
If Participants' requests are for full withdrawals, the Participants must
specify that Investor Services issue a certificate for, or instruct the
Independent Agent to sell, all of the whole shares credited to their Plan
account (see Question 32).
If Participants' requests are for their shares to be sold, Investor Services
will place a market order with the Independent Agent to sell those shares as
soon as practicable after receiving the requests. The Participants will receive
the proceeds of the sale less any brokerage commission and any other fees as
soon as practicable.
If Participants' requests for a full or partial withdrawal are received by
Investor Services on or after a Dividend Record Date for a dividend payment,
such requests will be processed as soon as practicable after the records have
been balanced for payment of the dividend and such dividend has been reinvested
in the participants' accounts. Requests received at any other time will be
processed as soon as practicable.
32. What happens to a fractional share when Participants terminate their Plan
accounts?
When Participants terminate their Plan accounts, a cash payment representing
any fractional share will be mailed directly to them as soon as practicable.
For Participants selling whole shares and fractional shares, the price of the
fractional share will be based upon the same price received for the whole
shares.
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For Participants receiving a certificate, the fractional share price will be
determined based upon the average of the high and low sales prices for the
Company's Common Stock based on the New York Stock Exchange Composite
Transactions on the date of termination.
INCOME TAXES
33. What are the federal income tax consequences of participation in the Plan?
In general, Participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
Participants. This means that dividends reinvested under the Plan are taxable
as having been received even though the Participants did not actually receive
them in cash but, instead, used them to purchase additional shares under the
Plan.
The Internal Revenue Service ruled with respect to a plan similar to the
Company's Plan that the full fair market value of shares purchased with
reinvested cash dividends is taxable as dividend income to the Participants.
The tax basis of newly issued shares acquired through reinvested cash
dividends, cash investments and payroll deductions is equal to the fair market
value of the Common Stock on the day the shares are purchased. The fair market
value for these shares is determined by calculating 100% of the average of the
high and low sales prices based on the New York Stock Exchange Composite
Transactions on the purchase date.
The tax basis of shares acquired in the open market is equal to the purchase
price per share (including brokerage commissions and other fees). The purchase
price is determined by calculating the weighted average price at which the
Independent Agent acquires the shares.
The holding period for the shares acquired under the Plan commences the day
after the applicable purchase date.
For further information as to the tax consequences of participation in the
Plan, you are advised to consult with your own tax advisor.
34. What provisions are made for foreign shareholders?
In the case of foreign shareholders who have elected to reinvest cash
dividends and whose cash dividends are subject to United States income tax
withholding, an amount equal to the cash dividends less the amount of tax
required to be withheld will be applied to the purchase of shares of Common
Stock.
Cash investments received from foreign shareholders must be in United States
currency and will be invested in the same manner as investments from other
Participants.
OTHER INFORMATION
35. What happens when Participants sell or transfer all of the shares
registered in their names?
If Participants dispose of all shares of Common Stock registered in their
names, Investor Services will continue to maintain the shares in their Plan
accounts unless otherwise instructed.
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36. What happens if the Company issues a stock dividend, declares a stock
split, or has a rights offering?
Any shares of Common Stock distributed by the Company as a stock dividend on
shares credited to your Plan account, or on any split of these shares, will be
credited to your Plan account. In a rights offering, your entitlement will be
based on your holdings, including those credited to your Plan account. Rights
from a rights offering applicable to shares credited to your Plan account,
however, will be sold by Investor Services. The proceeds will be credited to
your Plan account and applied as a cash investment to purchase shares of Common
Stock on the next Investment Date.
Participants wishing to be in a position to exercise such rights may withdraw
shares credited to their Plan accounts as described under Question 31 above.
37. How will shares held under the Plan be voted at meetings of shareholders?
For each meeting of shareholders, you will receive a proxy which will enable
you to vote shares registered in your name and also shares credited to your
Plan account.
LEGALITY
Certain matters relating to the legality of the Common Stock offered hereby
will be passed upon for the Company by Kenneth E. Armstrong, Esq., Vice
President, General Counsel and Secretary of the Company.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, incorporated herein
by reference, have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, to the extent and for the periods indicated in their report
with respect thereto. Said financial statements and schedules have been
incorporated herein by reference in reliance upon their report given on the
authority of said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP covering the December 31, 1993 financial statements
refers to a change in the methods of accounting for income taxes and
postretirement benefits other than pensions.
The statements made herein and in the documents incorporated herein by
reference that relate to matters of law or express legal conclusions are made
on the authority of Kenneth E. Armstrong, Esq., Vice President, General Counsel
and Secretary of the Company, as an expert, and are included herein on the
authority of such counsel.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Description of the Plan.................................................... 4
Legality................................................................... 14
Experts.................................................................... 14
</TABLE>
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or incorporated
by reference, and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any of these securities in any State to any person to whom it is
unlawful to make such offer or solicitation in such State. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that information is correct as of any
time subsequent to its date.
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[Logo of Progress Plus Stock Plan]
A low-cost investment plan
from
Florida Progress Corporation
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Common Stock
(Without Par Value)
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PROSPECTUS
Dated October 1, 1994
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