<PAGE> 1
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. *
* THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING *
* PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION *
* OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN *
* ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE *
* UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES *
* LAWS OF ANY SUCH JURISDICTION. *
* *
***************************************************************************
Registration No. 33-51573
Rule 424(b)(5)
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 21, 1994
(TO PROSPECTUS DATED APRIL 21, 1994)
3,300,000 SHARES
FLORIDA PROGRESS CORPORATION
COMMON STOCK
---------------------------
The Common Stock without par value of Florida Progress Corporation (the
"Company") is listed on the New York and Pacific Stock Exchanges. The last
reported sale price of the Common Stock on April 19, 1994 on the New York Stock
Exchange (the "NYSE") was $28 3/4 per share.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR 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 SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................. $ $ $
- -------------------------------------------------------------------------------------------------------
Total................................. $ $ $
- -------------------------------------------------------------------------------------------------------
Total Assuming Full Exercise of Over-
Allotment Option(3)................. $ $ $
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) See "Underwriting."
(2) Before deducting expenses estimated at $135,000, which are payable by the
Company.
(3) Assuming exercise in full of the 30-day option granted by the Company to
the Underwriters to purchase up to 495,000 additional shares, on the same
terms, solely to cover over-allotments. See "Underwriting."
---------------------------
The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters, and
subject to their right to reject orders in whole or in part. It is expected
that delivery of the Common Stock will be made in New York City on or about
, 1994.
---------------------------
PAINEWEBBER INCORPORATED
KIDDER, PEABODY & CO. INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
---------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1994.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK OR PACIFIC STOCK EXCHANGES OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE> 3
SUMMARY INFORMATION
The following material is furnished solely to provide limited introductory
information regarding the Company and does not purport to be comprehensive.
Such material is qualified in its entirety by the information appearing
elsewhere in this Prospectus Supplement and the accompanying Prospectus and by
reference to the more detailed information and financial statements appearing
in the documents incorporated herein by reference and, therefore, should be
read together therewith.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered....................................... 3,300,000 shares(1)
Shares of Common Stock outstanding after the offering...... Approximately 93,100,000(1)
1994 price range through April 19, 1994.................... $28 3/8-$33 5/8
NYSE last reported sale price on April 19, 1994............ $28 3/4
Current annual dividend rate............................... $1.98
</TABLE>
FLORIDA PROGRESS CORPORATION
<TABLE>
<S> <C>
Business................................................... Holding company
Principal subsidiary....................................... Florida Power Corporation
Business of principal subsidiary........................... Electric utility
Service area of Florida Power Corporation.................. 20,000 square miles in central
and northern Florida and along
the west coast of the state
Customers of Florida Power Corporation at March 31, 1994... Approximately 1,258,000
</TABLE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
--------------------------------------------------------
(UNAUDITED)
DECEMBER 31, DECEMBER 31, DECEMBER 31, MARCH 31,
1991 1992 1993 1994
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Operating revenues................... $2,074.7 $2,095.3 $ 2,449.0 $2,585.0
Income from continuing operations.... $ 174.5 $ 175.7 $ 195.8 $ 198.0
Net income........................... $ 172.1 $ 175.7 $ 196.6 $ 198.0
Average number of common shares
outstanding(2)..................... 80.8 85.4 88.3 88.8
Earnings per common share from
continuing operations(2)........... $ 2.16 $ 2.06 $ 2.22 $ 2.23
Earnings per common share(2)......... $ 2.13 $ 2.06 $ 2.23 $ 2.23
Dividends per common share(2)........ $ 1.843 $ 1.905 $ 1.95 $ 1.96
</TABLE>
<TABLE>
<CAPTION>
(UNAUDITED)
AS OF MARCH 31, 1994
-------------------------------
ACTUAL AS ADJUSTED(1)
-------- ------------------
<S> <C> <C> <C>
Capitalization:
Short-term capital(3)........................................ $ 150.9 $ 66.3 1.7%
Long-term debt............................................... 1,891.5 1,884.1 46.9
Preferred stock.............................................. 148.5 148.5 3.7
Common stock equity.......................................... 1,826.1 1,918.1 47.7
-------- -------- -----
Total capitalization...................................... $4,017.0 $4,017.0 100.0%
-------- -------- -----
-------- -------- -----
</TABLE>
- ---------------
(1) Gives effect only to the sale of the 3,300,000 shares offered hereby and
the application of the estimated net proceeds therefrom. See
"Underwriting" with respect to the 495,000 share over-allotment option
granted to the Underwriters.
(2) All share and per share amounts reflect the 3-for-2 common stock split to
shareholders of record on June 30, 1992.
(3) Includes short-term debt and current portion of long-term debt.
S-3
<PAGE> 4
USE OF PROCEEDS
The Company will use the net proceeds of the offering primarily to provide
equity funds to the Company's principal subsidiary, Florida Power Corporation
("Florida Power"), and for other general corporate purposes. Florida Power is
expected to use such funds for the repayment of commercial paper and for
general corporate purposes. At April 19, 1994, Florida Power had $299,600,000
of commercial paper outstanding with a weighted average interest rate of 3.66%.
COMMON STOCK DIVIDENDS AND PRICE RANGE
Quarterly dividends have been paid without interruption on the Common
Stock since 1982, when the Company became the parent company of Florida Power
and on Florida Power's common stock during the time it was publicly held,
December 1945 through March 1982. Since 1953, the total dividend paid per share
has increased each year.
It is the intention of the Board of Directors to continue to pay dividends
quarterly on the Common Stock, but such dividends are dependent on future
earnings, the financial position of the Company and other factors. See
"Dividend Restrictions" under the caption "Description of Capital Stock" in the
accompanying Prospectus.
The following table sets forth the dividends declared per share and the
high and low sales prices per share of Common Stock as reported on the NYSE
Composite Tape for the calendar periods indicated. The Company's Common Stock
is traded on the New York and Pacific Stock Exchanges under the ticker symbol
FPC.
<TABLE>
<CAPTION>
PRICE RANGE
DIVIDENDS -------------
PER SHARE HIGH LOW
--------- ---- ----
<C> <S> <C> <C> <C>
1992 First Quarter................................................ $.473 $31 3/4 $27 7/8
Second Quarter............................................... .473 30 7/8 28 1/4
Third Quarter................................................ .473 33 1/4 30 1/4
Fourth Quarter............................................... .485 33 1/8 31 1/4
1993 First Quarter................................................ .485 35 3/4 31 1/4
Second Quarter............................................... .485 36 32 3/8
Third Quarter................................................ .485 36 3/8 34 1/4
Fourth Quarter............................................... .495 35 3/4 32 1/4
1994 First Quarter................................................ .495 33 5/8 29 1/8
Second Quarter (through April 19, 1994)...................... -- 29 3/4 28 3/8
</TABLE>
The last reported sale price of the Common Stock on April 19, 1994 on the
NYSE was $28 3/4 per share. The book value of the Common Stock at March 31,
1994 was $20.35 per share.
PROGRESS PLUS STOCK PLAN
Under the Company's Progress Plus Stock Plan (the "Plan"), holders of the
Common Stock, non-shareholders who are residents of the State of Florida, and
employees of the Company and its subsidiaries may automatically reinvest all or
a portion of their dividends and/or invest optional cash payments of not less
than $10 per investment (or $100 in the case of an initial investment by a
non-shareholder resident of the State of Florida) nor more than $100,000 per
calendar year in shares of Common Stock. 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 in the open market by an independent
agent. Costs of administering the Plan are paid by the Company and participants
are required to pay a nominal brokerage commission and other fees for any
shares purchased in the open market, not expected to exceed $.10 per share.
Under the Plan, the price of shares purchased in the open market will be the
weighted average price at which the independent agent acquires the shares. The
price of original issue shares of Common Stock purchased will be 100% of the
average of the high and low sales prices, based on the NYSE Composite
Transactions on each investment date. Since March 20, 1990, shares sold under
the Plan have been original issue shares. Shares of Common Stock are offered
for sale under the Plan only by means of a separate prospectus available upon
request from the Company. Such requests should be directed to: Florida Progress
Corporation, Investor Services, P.O. Box 33028, St. Petersburg, Florida
33733-8028 or telephone 1-800-352-1121.
S-4
<PAGE> 5
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom PaineWebber
Incorporated, Kidder, Peabody & Co. Incorporated and Raymond James &
Associates, Inc. are acting as representatives (the "Representatives"), has
severally agreed to purchase, the number of shares of Common Stock set forth
opposite its name. The Underwriters are committed to purchase all of such
shares if any are purchased.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
---------
<S> <C>
PaineWebber Incorporated..................................................
Kidder, Peabody & Co. Incorporated........................................
Raymond James & Associates, Inc. .........................................
---------
Total........................................................ 3,300,000
---------
---------
</TABLE>
The Company has been advised by the Representatives that the several
Underwriters propose initially to offer the shares directly to the public at
the public offering price set forth on the cover page of this Prospectus
Supplement, and to certain dealers at such price less a concession not in
excess of $ per share. The Underwriters may allow, and such dealers may
reallow, a discount not in excess of $ per share, to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Company has granted the Underwriters an option, exercisable within 30
days after the date of this Prospectus Supplement, to purchase up to 495,000
additional shares of Common Stock to cover over-allotments, if any, at the
public offering price set forth on the cover page of this Prospectus Supplement
less the underwriting discount. If the Underwriters exercise this option, each
of the Underwriters will have a firm commitment, subject to certain conditions,
to purchase approximately the same percentage of such additional shares as the
number set forth next to such Underwriter's name in the preceding table bears
to 3,300,000.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
S-5
<PAGE> 6
(This Page Intentionally Left Blank)
<PAGE> 7
PROSPECTUS
4,500,000 SHARES
FLORIDA PROGRESS CORPORATION
COMMON STOCK
---------------------
Florida Progress Corporation (the "Company") may offer, from time to time,
up to 4,500,000 shares (the "Shares") of its Common Stock, without par value
(the "Common Stock"), in the amounts, at prices and on terms to be determined
at the time of offering. The Common Stock is listed on the New York and Pacific
Stock Exchanges.
The Prospectus Supplement (the "Prospectus Supplement") accompanying this
Prospectus sets forth, with respect to the particular offering to which this
Prospectus and the Prospectus Supplement relate, the number of Shares to be
offered (the "Offered Shares") and the price and other terms of the offering of
the Offered Shares. This Prospectus may not be used to consummate sales of
Shares unless accompanied by a Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR 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 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The Shares may be sold on a negotiated or competitive bid basis to or
through underwriters or dealers designated from time to time. In addition, the
Shares may be sold to other purchasers directly or through agents. The names of
the underwriters, dealers or agents, if any, the public offering price, the
proceeds to the Company from the sale of the Offered Shares, and any applicable
commissions, discounts and other terms constituting compensation to any such
underwriters, dealers or agents, will be set forth in the Prospectus
Supplement. See "Plan of Distribution."
---------------------
The date of this Prospectus is April 21, 1994.
<PAGE> 8
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (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, DC 20549, and at the
following Regional Offices of the SEC: Seven World Trade Center, 13th Floor,
New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, DC 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.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the SEC under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information included in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. Reference is made to the Registration Statement for
further information with respect to the Company and the Shares offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore 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. Current Report on Form 8-K dated April 21, 1994, as filed with
the SEC on April 21, 1994; and
3. 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, 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; and 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 of the Shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part of this
Prospectus from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein (or in the
accompanying Prospectus Supplement) or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
replaces such statement. Any such statement so modified or superseded shall not
be deemed, except as modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE INFORMATION THAT HAS BEEN INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO: FLORIDA PROGRESS CORPORATION, INVESTOR SERVICES,
P.O. BOX 33042, ST. PETERSBURG, FLORIDA 33733, OR TELEPHONE TOLL FREE
1-800-352-1121.
2
<PAGE> 9
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
effective September 30, 1993. Talquin formerly was involved in
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
Except as may otherwise be set forth in the Prospectus Supplement, the net
proceeds to be received from the sale of the Shares offered hereby will be
added to the Company's general funds and will be used primarily to provide
equity funds to Florida Power.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 250,000,000 shares
of Common Stock without par value and 10,000,000 shares of preferred stock
without par value. No shares of preferred stock are outstanding. The Common
Stock is traded on the New York and Pacific Stock Exchanges under the ticker
symbol FPC. The following descriptions summarize certain relevant attributes of
the Common Stock, but they do not purport to be complete and are qualified in
their entirety by reference to the complete descriptions appearing in the
following documents: (i) the Company's Restated Articles of Incorporation, as
amended (the "Company's Articles"), (ii) the Company's By-laws, as amended,
(iii) Florida Power's Amended Articles of Incorporation, as amended ("Florida
Power's Articles"), (iv) Florida Power's By-laws, as amended and (v) the
Shareholder Rights Agreement dated November 21, 1991, between the Company and
Chemical Bank
3
<PAGE> 10
(as successor to Manufacturers Hanover Trust Company), as Rights Agent (the
"Shareholder Rights Agreement").
DIVIDEND RIGHTS. Subject to the preferential rights of preferred
shareholders and the restrictions referred to below, dividends may be declared
on the Common Stock out of funds legally available for the payment thereof. All
shares of Common Stock participate equally with respect to dividends.
DIVIDEND RESTRICTIONS. The Company's Articles do not limit the dividends
that may be paid on the Company's Common Stock. However, the primary source for
payment of the Company's dividends consists of dividends paid to it by Florida
Power. Florida Power's Articles and its Indenture dated as of January 1, 1944,
as supplemented, under which it issues first mortgage bonds (the "Mortgage Bond
Indenture"), both contain provisions restricting dividends in certain
circumstances. At March 31, 1994, Florida Power's ability to pay dividends was
not, nor was it expected to be, limited by these restrictions.
Florida Power's Articles provide that no dividends (other than dividends
payable in common stock) shall be paid, nor shall any common stock be acquired
for value, if the aggregate amount thereof since April 30, 1944, including the
amount then proposed to be expended, plus all other charges to retained
earnings since April 30, 1944, exceeds (a) all credits to retained earnings
since April 30, 1944, plus (b) all amounts credited to capital surplus after
April 30, 1944, arising from the donation to Florida Power of cash or
securities (other than securities junior to the preferred stock and preference
stock as to assets and dividends) or transfers of amounts from retained
earnings to capital surplus. Florida Power's Articles also provide that cash
dividends on common stock shall be limited to 75% of net income available for
common stock if common stock equity falls below 25% of total capitalization,
and to 50% if common stock equity falls below 20%. On December 31, 1993,
Florida Power's common stock equity was approximately 49.6% of total
capitalization.
The Mortgage Bond Indenture provides that dividends will not be paid
(except a dividend in Florida Power's own common stock) upon Florida Power's
common stock except out of net income of Florida Power subsequent to December
31, 1943.
The Company and PCH have entered into an Amended and Restated Support
Agreement dated as of February 1, 1991, pursuant to which the Company has
agreed to cause PCH to have at the last day of each month a net worth (defined
generally as the sum of capital stock and retained earnings minus the sum of
treasury stock and intangible assets) equal to $150,000,000, plus 50% of PCH's
consolidated net income since January 1, 1990 (and not minus any consolidated
net loss), plus the net proceeds to PCH of any capital stock or equity
contribution issued to or made by the Company or any subsidiary of the Company
since January 1, 1990, other than an equity contribution consisting of capital
stock or assets of a subsidiary of the Company. As of December 31, 1993, PCH's
net worth was approximately $98,100,000 higher than the amount required under
this agreement.
The Company's other subsidiaries do not have any material restrictions on
the dividends that may be paid to the Company.
VOTING RIGHTS; CLASSIFIED BOARD. Each holder of Common Stock is entitled
to one vote for each share held. The Company's Board of Directors consists of
twelve persons and is classified into three classes serving staggered
three-year terms. Cumulative voting is not permitted. The effect of the
classified Board, together with the Fair Price Provision and the Shareholder
Rights Agreement (described below) may make it difficult for any person to
acquire control of the Company and remove management by means of a hostile
takeover.
LIQUIDATION RIGHTS. All shares of Common Stock of the Company rank
equally, and are entitled to share ratably, in the distribution of all
available assets upon any dissolution, liquidation or winding up of the
Company.
FAIR PRICE PROVISION. Unless otherwise approved by the Company's Board of
Directors, the Company's Articles provide that certain business combinations
require 75% shareholder approval unless certain fair price and procedural
requirements are met.
AFFILIATED TRANSACTION AND CONTROL-SHARE ACQUISITION STATUTES. The Common
Stock of the Company is subject to the "affiliated transaction" and
"control-share acquisition" provisions of the Florida Business
4
<PAGE> 11
Corporation Act, Sections 607.0901 and 607.0902, Florida Statutes,
respectively. These provide that, subject to certain exceptions, an
"affiliated transaction" must be approved by the holders of two-thirds of the
voting shares other than those beneficially owned by an "interested
shareholder" and that "control shares" acquired in specified control-share
acquisitions have voting rights only to the extent conferred by a resolution
approved by the shareholders, excluding holders of shares defined as
"interested shares."
SHAREHOLDER RIGHTS AGREEMENT. The Company's Shareholder Rights Agreement
as originally adopted provides that attached to each share of Common Stock is
one right (a "Right") which, when exercisable, entitles the holder of the Right
to purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock at a purchase price (the "Purchase Price") of $130, subject to
adjustment. The number of Rights attached to each share of Common Stock is
subject to adjustment, and as a result of the three-for-two Common Stock split
to shareholders of record on June 30, 1992, each share of Common Stock now has
attached to it approximately two-thirds of one Right. In certain events (such
as a person or group becoming the owner of 15% or more of the Common Stock or a
merger or other transaction with an entity controlled by such acquiring person
or group), exercise of the Rights would entitle the holders thereof (other than
the acquiring person or group) to receive Common Stock of the Company or a
surviving corporation, or cash, property or other securities, with a market
value equal to twice the Purchase Price. Accordingly, exercise of the Rights
may cause substantial dilution to a person who attempts to acquire the Company.
The Rights automatically attach to each outstanding share of Common Stock,
including the Shares offered hereby. There is no monetary value presently
assigned to the Rights, and they will not trade separately from the Common
Stock unless and until they become exercisable. The Rights, which expire on
December 5, 2001, may be redeemed at a price of $.01 per Right so long as they
are not exercisable. The Shareholder Rights Agreement may have certain
antitakeover effects, although it is not intended to preclude any acquisition
or business combination that is at a fair price and otherwise in the best
interests of the Company and its shareholders as determined by the Board.
However, a shareholder could potentially disagree with the Board's
determination of what constitutes a fair price or the best interests of the
Company and its shareholders.
OTHER PROVISIONS. The outstanding shares of Common Stock are, and the
Shares offered hereby upon issuance and payment therefor will be, fully paid
and non-assessable. The Common Stock has no preemptive rights and no conversion
rights.
TRANSFER AGENT AND REGISTRAR. Chemical Bank, New York, New York, is the
transfer agent and registrar for the Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold on a negotiated or competitive bid basis to or
through underwriters or dealers designated from time to time. In addition, the
Shares may be sold to other purchasers directly or through agents.
The applicable Prospectus Supplement will set forth the manner and terms
of the offering of the Offered Shares being offered thereby, including the name
or names of any underwriters, dealers or agents, the purchase price or prices
of such Offered Shares, the proceeds to the Company from the sale of such
Offered Shares, the initial public offering price, any underwriting discount or
commission and any discounts, concessions or commissions allowed or reallowed
or paid by any underwriter to other dealers or to agents. The initial public
offering price and any discounts, concessions or commissions allowed or
railed or paid to dealers may be changed from time to time.
If Offered Shares are sold through underwriters, the Offered Shares will
be acquired by the underwriters for their own accounts and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters with respect to a particular offering to
purchase the Offered Shares will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all of the Offered Shares if any
are purchased. If Offered Shares are
5
<PAGE> 12
sold to or through underwriters, the Company may grant to such underwriters an
option to purchase additional Shares to cover over-allotments.
If the Offered Shares are sold through agents designated by the Company
from time to time, any agent involved in the offer or sale of such Offered
Shares will be named, and any commissions payable by the Company to such agent
will be set forth, in the applicable Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best-efforts basis for the period of its appointment. The Company may also sell
the Offered Shares to dealers as principals at the price set forth in the
applicable Prospectus Supplement. Such dealers may then resell the Offered
Shares to the public at varying prices to be determined at the time of resale.
Underwriters, dealers and agents that participate in the distribution of
the Shares may be deemed to be underwriters as that term is defined in the
Securities Act of 1933, as amended (the "Act"), and any discounts or
commissions received by them from the Company and any profits on the resale of
the Shares by them may be deemed to be underwriting discounts and commissions
under the Act. Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Act.
LEGAL MATTERS
Certain matters relating to the legality of the Shares offered hereby will
be passed upon for the Company by Kenneth E. Armstrong, Esq., Vice President,
General Counsel and Secretary of the Company, and for any underwriters, dealers
or agents by Jones, Day, Reavis & Pogue, Chicago, Illinois, except that matters
of Florida law will be passed upon only by Kenneth E. Armstrong, Esq.
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, 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 statements made herein and in the documents incorporated herein by
reference that relate to matters of law or express legal conclusions are made
on 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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<PAGE> 13
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY
OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR THAT THE INFORMATION
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE REGISTERED SECURITIES TO WHICH THEY RELATE. THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Summary Information................... S-3
Use of Proceeds....................... S-4
Common Stock Dividends and Price
Range............................... S-4
Underwriting.......................... S-5
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Description of Capital Stock.......... 3
Plan of Distribution.................. 5
Legal Matters......................... 6
Experts............................... 6
</TABLE>
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3,300,000 SHARES
[LOGO]
FLORIDA PROGRESS
CORPORATION
COMMON STOCK
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PROSPECTUS SUPPLEMENT
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PAINEWEBBER INCORPORATED
KIDDER, PEABODY & CO.
INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
------------------------
, 1994
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