SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from.........to........
Commission file number 1-8349
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
3201 34th Street South
St. Petersburg, Florida 33711
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
<PAGE>
REQUIRED INFORMATION
The following financial statements for the plan are being furnished herewith:
Report of independent certified public accountant.
Audited statements of net assets available for benefits as of
December 31, 1994 and 1993, prepared in accordance with the
applicable provisions of Article 6A of Regulation S-X.
Audited statements of changes in net assets available for
benefits for the years ended December 31, 1994, 1993 and 1992,
prepared in accordance with the applicable provisions of Article
6A of Regulation S-X.
Notes to financial statements.
Schedules of investments held as of December 31, 1994 and 1993.
Schedules of members' withdrawals for the years ended December
31, 1994, 1993 and 1992.
Schedule of reportable 5% transactions for the year ended December
31, 1994.
<PAGE>
Price Waterhouse LLP
Suite 2800
400 North Ashley Street
P.O. Box 2640
Tampa, FL 33601-2640
Telephone 813 223 7577
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Investment Committee
of the Savings Plan for Employees
of Florida Progress Corporation
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Savings Plan for Employees of Florida Progress Corporation at
December 31, 1994 and 1993, and the changes in net assets available for
benefits for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Investment Committee; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by the Plan's management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and III is presented for purposes of additional analysis and is
not a required part of the basic financial statements, but is additional
information required by the Department of Labor's Rules and Regulations for
reporting and disclosure under the Employee Retirement Income Security Act of
1974 and the Securities and Exchange Commission's rules and regulations under
the Securities Exchange Act of 1934. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
------------------------
/s/ PRICE WATERHOUSE LLP
Tampa, Florida
March 3, 1995
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
(In thousands)
1994
----------------------------------------------------------------------------------
Indexed Company Stable Aggressive
Equity Stock Value ESOP Balanced Equity
Total Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at quoted market -
Indexed Equity Fund - (cost -
$21,611 and $21,235 in 1994
and 1993, respectively) $ 25,491 $25,491 - - - - -
Company Stock Fund - (cost -
$40,614 and $40,589 in
1994 and 1993, respectively) 55,609 - $55,609 - - - -
Stable Value Fund - (cost -
$97,339 and $94,436 in
1994 and 1993, respectively) 97,339 - - $ 97,339 - - -
ESOP Fund - (cost - $52,518
and $57,803 in 1994 and
1993, respectively) 84,293 - - - $84,293 - -
Balanced Fund - (cost -
$6,372 and $4,090 in
1994 and 1993, respectively) 6,700 - - - - $6,700 -
Aggressive Equity Fund - (cost -
$15,456 and $8,154 in
1994 and 1993, respectively) 17,004 - - - - - $17,004
---------- ---------- ---------- ---------- ---------- ---------- ----------
286,436 25,491 55,609 97,339 84,293 6,700 17,004
Cash -
Administrative working funds 2,139 237 608 832 2 117 343
Member and company
contributions receivable 1,742 203 481 707 - 85 266
Accrued interest receivable 564 - - 564 - - -
Interfund receivables (payables) - 250 (126) 853 (1,817) 51 789
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 290,881 26,181 56,572 100,295 82,478 6,953 18,402
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $290,881 $26,181 $56,572 $100,295 $82,478 $6,953 $18,402
========== ========== ========== ========== ========== ========== ==========
The accompanying Notes to Financial Statements are an
integral part of these Financial Statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
(In thousands)
1993
----------------------------------------------------------------------------------
Indexed Company Stable Aggressive
Equity Stock Value ESOP Balanced Equity
Total Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at quoted market -
Indexed Equity Fund - (cost -
$21,611 and $21,235 in 1994
and 1993, respectively) $ 25,765 $25,765 - - - - -
Company Stock Fund - (cost -
$40,614 and $40,589 in
1994 and 1993, respectively) 63,414 - $63,414 - - - -
Stable Value Fund - (cost -
$97,339 and $94,436 in
1994 and 1993, respectively) 94,436 - - $94,436 - - -
ESOP Fund - (cost - $52,518
and $57,803 in 1994 and
1993, respectively) 107,935 - - - $107,935 - -
Balanced Fund - (cost -
$6,372 and $4,090 in
1994 and 1993, respectively) 4,427 - - - - $4,427 -
Aggressive Equity Fund - (cost -
$15,456 and $8,154 in
1994 and 1993, respectively) 9,317 - - - - - $9,317
---------- ---------- ---------- ---------- ---------- ---------- ----------
305,294 25,765 63,414 94,436 107,935 4,427 9,317
Cash -
Administrative working funds 2,273 186 759 885 43 109 291
Member and company
contributions receivable 1,298 150 420 519 - 59 150
Accrued interest receivable 599 - - 599 - - -
Interfund receivables (payables) - (24) (1,022) (327) (1,296) 632 2,037
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total assets 309,464 26,077 63,571 96,112 106,682 5,227 11,795
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $309,464 $26,077 $63,571 $96,112 $106,682 $5,227 $11,795
========== ========== ========== ========== ========== ========== ==========
The accompanying Notes to Financial Statements are an
integral part of these Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(In thousands)
1994
----------------------------------------------------------------------------------
Indexed Company Stable Aggressive
Equity Stock Value ESOP Balanced Equity
Total Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Dividends $ 10,167 $ 721 $ 3,626 - $ 5,820 - -
Interest 6,546 28 44 $ 6,462 4 $ 3 $ 5
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investment income 16,713 749 3,670 6,462 5,824 3 5
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net investment gains (losses) -
Realized gains
on investments 8,136 258 1,058 - 6,638 40 142
Unrealized appreciation
(depr.) of investments (26,461) (650) (7,830) - (18,357) (9) 385
Total net investment gains ---------- ---------- ---------- ---------- ---------- ---------- ----------
(losses) (18,325) (392) (6,772) - (11,719) 31 527
---------- ---------- ---------- ---------- ---------- ---------- ----------
Contributions -
Members 27,423 3,231 8,094 10,369 - 1,454 4,275
Company, net of forfeitures 8,708 998 2,546 3,436 - 432 1,296
Participant directed transfers - 725 (4,643) 5,322 (5,161) 803 2,954
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total contributions 36,131 4,954 5,997 19,127 (5,161) 2,689 8,525
---------- ---------- ---------- ---------- ---------- ---------- ----------
Withdrawals and Expenses -
Members' withdrawals (53,039) (5,207) (9,894) (21,406) (13,085) (997) (2,450)
Administrative expenses (63) - - - (63) - -
Total withdrawals and ---------- ---------- ---------- ---------- ---------- ---------- ----------
expenses (Schedule II) (53,102) (5,207) (9,894) (21,406) (13,148) (997) (2,450)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net change during the year (18,583) 104 (6,999) 4,183 (24,204) 1,726 6,607
Net assets available
for benefits -
Beginning of year 309,464 26,077 63,571 96,112 106,682 5,227 11,795
---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $290,881 $26,181 $56,572 $100,295 $82,478 $6,953 $18,402
========== ========== ========== ========== ========== ========== ==========
The accompanying Notes to Financial Statements are an
integral part of these Financial Statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(In thousands)
1993
----------------------------------------------------------------------------------
Indexed Company Stable Aggressive
Equity Stock Value ESOP Balanced Equity
Total Fund Fund Fund Fund Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Dividends $ 10,433 $ 657 $ 3,503 - $ 6,273 - -
Interest 6,916 14 46 $ 6,848 2 $ 2 $ 4
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investment income 17,349 671 3,549 6,848 6,275 2 4
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net investment gains (losses) -
Realized gains
on investments 6,625 65 465 - 5,798 11 286
Unrealized appreciation
(depr.) of investments 1,611 1,562 1,220 - (2,461) 299 991
Total net investment gains ---------- ---------- ---------- ---------- ---------- ---------- ----------
(losses) 8,236 1,627 1,685 - 3,337 310 1,277
---------- ---------- ---------- ---------- ---------- ---------- ----------
Contributions -
Members 26,887 3,230 9,280 10,841 - 1,052 2,484
Company, net of forfeitures 8,568 998 2,909 3,589 - 329 743
Participant directed transfers - (474) (3,371) 1,485 (3,665) 1,975 4,050
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total contributions 35,455 3,754 8,818 15,915 (3,665) 3,356 7,277
---------- ---------- ---------- ---------- ---------- ---------- ----------
Withdrawals and Expenses -
Members' withdrawals (34,465) (2,493) (9,520) (13,042) (8,825) (175) (410)
Administrative expenses (63) - - - (63) - -
Total withdrawals and ---------- ---------- ---------- ---------- ---------- ---------- ----------
expenses (Schedule II) (34,528) (2,493) (9,520) (13,042) (8,888) (175) (410)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net change during the year 26,512 3,559 4,532 9,721 (2,941) 3,493 8,148
Net assets available
for benefits -
Beginning of year 282,952 22,518 59,039 86,391 109,623 1,734 3,647
---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $309,464 $26,077 $63,571 $96,112 $106,682 $5,227 $11,795
========== ========== ========== ========== ========== ========== ==========
The accompanying Notes to Financial Statements are an
integral part of these Financial Statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(In thousands)
1992
--------------------------------------------------------------------------------------------------
Indexed Company Stable IRA IRA Aggressive
Equity Stock Value ESOP Co. Stock Money Mkt. Balanced Equity
Total Fund Fund Fund Fund Fund Fund Fund Fund
--------- --------- --------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income -
Dividends $10,285 $633 $3,177 - $6,450 $25 - - -
Interest 6,703 17 67 $6,594 4 1 $15 $1 $4
--------- --------- --------- --------- --------- --------- --------- --------- ----------
Total investment income 16,988 650 3,244 6,594 6,454 26 15 1 4
--------- --------- --------- --------- --------- --------- --------- --------- ----------
Net investment gains (losses) -
Realized gains
on investments 5,190 211 436 - 4,199 344 - - -
Unrealized appreciation
(depr.) of investments 2,545 708 1,849 - 256 (478) - 38 172
Total net investment gains --------- --------- --------- --------- --------- --------- --------- --------- ----------
(losses) 7,735 919 2,285 - 4,455 (134) - 38 172
--------- --------- --------- --------- --------- --------- --------- --------- ----------
Contributions -
Members 24,005 3,072 7,850 11,399 - - - 482 1,202
Company, net of forfeitures 7,913 1,016 2,606 3,805 - - - 155 331
Participant directed transfers - (2,001) (623) 1,665 (2,117) - - 1,078 1,998
--------- --------- --------- --------- --------- --------- --------- --------- ----------
Total contributions 31,918 2,087 9,833 16,869 (2,117) - - 1,715 3,531
--------- --------- --------- --------- --------- --------- --------- --------- ----------
Withdrawals and Expenses -
Members' withdrawals (35,067) (2,947) (8,277) (12,379) (7,837) (1,599) (1,948) (20) (60)
Administrative expenses (60) - - - (60) - - - -
Total withdrawals and --------- --------- --------- --------- --------- --------- --------- --------- ----------
expenses (Schedule II) (35,127) (2,947) (8,277) (12,379) (7,897) (1,599) (1,948) (20) (60)
--------- --------- --------- --------- --------- --------- --------- --------- ----------
Net change during the year 21,514 709 7,085 11,084 895 (1,707) (1,933) 1,734 3,647
Net assets available
for benefits -
Beginning of year 261,438 21,809 51,954 75,307 108,728 1,707 1,933 - -
--------- --------- --------- --------- --------- --------- --------- --------- ----------
End of year $282,952 $22,518 $59,039 $86,391 $109,623 - - $1,734 $3,647
========= ========= ========= ========= ========= ========= ========= ========= ==========
The accompanying Notes to Financial Statements are an
integral part of these Financial Statements.
</TABLE>
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Dollar amounts in thousands)
(1) DESCRIPTION OF PLAN AND SUMMARY OF ACCOUNTING POLICIES:
The following description of the Savings Plan for Employees of Florida Progress
Corporation (Plan or Savings Plan) provides only general information.
Participants should refer to the Savings Plan Summary Plan Description/
Prospectus, as amended, which is part of the "You & Your Company: A Strategic
Partnership" employee handbook for a more complete description of the Plan's
provisions.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan was
qualified under Section 401(a) of the Internal Revenue Code on December 28,
1988. An employee of the Participating Companies (as defined below) is
eligible to participate in the Plan if he or she has completed at least six
months of employment or worked at least 1,000 hours in a twelve-month period.
Participation in the Plan is voluntary. The following companies participated
in the Plan during the year ended December 31, 1994 ("Participating
Companies"):
. Florida Progress Corporation
. Florida Power Corporation
. Electric Fuels Corporation
. Talquin Development Company
. Advanced Separation Technologies Incorporated
Contributions
-------------
With the exception of the ESOP Fund, which is frozen as to contributions,
eligible employees may elect to contribute up to 16% of their monthly base pay
and may designate these contributions as either Regular Savings after-tax
and/or 401(k) pretax dollars. Each participating company contributes each
month an amount equal to 65% of the employees' contributions, up to 6% of base
pay. Individual corporations, achieving certain predetermined goals and
participating in the special company contribution portion of the Savings Plan,
may make an additional contribution of 5% for each of two goals achieved, up to
a maximum of 10%, of eligible employee contributions to Regular Savings or
401(k). All corporations participating in the special company contribution
portion of the Savings Plan achieved a portion of their individual Savings Plan
goals in 1994, 1993, and 1992, resulting in additional special contributions of
$1,162, $629, and $584 for each year, respectively.
Participant Accounts
--------------------
A separate account is maintained for each investment option of a participant by
type of contribution. Plan earnings are allocated and credited to the account
monthly, based on the adjusted balance of each participant's account.
Forfeitures of non-vested employer contributions by terminated participants may
be used to reduce employer matching contributions. The Plan permits terminated
or retired employees with vested Plan balances greater than $3,500 to continue
to maintain active investment accounts. Although no further employee
contributions are allowed, terminated or retired employees may continue to
transfer amounts among the investment options, with the exception of the
Employee Stock Ownership Plan (ESOP) Fund, which is frozen and only permits
outgoing transfers. The amounts of deferred vested benefits payable to these
terminated or retired participants as of December 31, 1994, 1993 and 1992 were
$46,281, $25,625 and $29,622, respectively.
Vesting
-------
Participants are immediately vested in their Regular and 401(k) contributions
and earnings thereon. The percentage of vesting in the employer contributions
and earnings thereon is based on a schedule of Years of Continuous Service as
follows:
Years of Continuous Service Vested Percentage
--------------------------- -----------------
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
A year of Continuous Service is earned when a participant works at least 1,000
hours in a calendar year. A participant will also become fully vested in the
employer contributions and earnings thereon upon death, disability, attainment
of normal retirement, or termination of the Plan.
Loans to Participants
---------------------
All actively employed Savings Plan participants with available account balances
may apply for a loan from their own Plan account. No loan shall exceed the
lesser of $50,000 or one-half of the participant's vested Savings Plan account
balance. The amount of each individual loan will be collateralized with an
equivalent portion of the participant's Savings Plan account balance. This
amount will be withdrawn from the participant's account and placed in a
separate Loan Account. A participant is permitted a maximum of four
outstanding loans at any one time. Each loan shall bear interest at a
reasonable rate, as determined by the Investment Committee for the Savings Plan
for Employees' Trust of Florida Progress Corporation ("Investment Committee").
Effective October 1991, the loan interest rate is determined on a quarterly
basis, using the Florida Savings Certificate of Deposit rate as published in
the Wall Street Journal, as its primary factor. Interest charged on employee
loans is credited to the individual participant accounts.
A participant can choose repayment terms on a new loan ranging from 6 to 48
months. Repayments are made via payroll deduction for active employees and by
direct payment to the Savings Plan for inactive participants. Additionally,
participants can elect to prepay all or a portion of their outstanding loan
balance at any time during the term of the loan. Repayments are returned to
each participant account (reducing the outstanding loan account balance). Loan
repayment activity is shown on the Statements of Changes in Net Assets
Available For Benefits as part of Member Contributions. Loan repayments were
$9,831, $8,522, and $7,140 for the years ended December 31, 1994, 1993, and
1992, respectively. New loan activity is also included on the Statements of
Changes in Net Assets Available For Benefits as part of Member Withdrawals.
Loan withdrawals were $9,991, $11,134 and $9,222 for the years ended December
31, 1994, 1993 and 1992, respectively.
The number and total value of outstanding loans at December 31, 1994, 1993 and
1992, are as follows:
Number of
Plan Year Loans Outstanding Outstanding Loan Balance
--------- ----------------- ------------------------
1994 5,197 $17,329
1993 5,231 $17,608
1992 4,415 $14,553
Basis of Accounting
-------------------
The accounts of the Plan are maintained on the accrual basis.
Reclassifications
-----------------
Certain amounts in the prior year financial statements have been reclassified
to conform to the current year manner of presentation. These amounts do not
have a material impact on the financial statements taken as a whole.
(2) INVESTMENTS:
Investment Options
------------------
The Plan currently offers five investment options as follows:
. Indexed Equity Fund
. Company Stock Fund
. Stable Value Fund
. Balanced Fund
. Aggressive Equity Fund
The Plan also contains a frozen ESOP arrangement as a result of the merger of
the Employee Stock Ownership Plan (ESOP) with the Savings Plan. The ESOP Fund
is the fund into which all participants' accounts in the former ESOP were
individually transferred. All former ESOP members became members of the
Savings Plan, and the features and characteristics of the former ESOP continue
to apply to the ESOP Fund accounts in the Savings Plan.
Currently, the valuation of each fund, with the exception of the Stable Value
Fund, is determined at the end of each month based on published prices. The
valuation of the Stable Value Fund is determined at the end of each month based
on invested principal and accumulated interest paid at contracted rates. Each
employee's account reflects the account value as of the most recent valuation.
All participant accounts are maintained in dollars except for the ESOP Fund,
which is maintained in shares. Prior to March 31, 1992, the valuation of the
ESOP Fund was determined quarterly based on published prices.
The Stable Value Fund includes two structured investment contracts. These
contracts are arrangements whereby a specified rate of return is guaranteed by
an insurance company for a specified period (currently six months). If the
return on the underlying investments is different from the guaranteed rate of
return during the guarantee period, that difference is factored into the
guaranteed rate of return for the subsequent period. The underlying
investments include U.S. Treasury obligations and collateralized mortgage
obligations. The Stable Value Fund also contains other insurance contracts,
which provide for a fixed rate of return over the term of those contracts.
Purchases and sales of investments are recorded on the trade date with gains
and losses determined by using an average cost basis for investments.
Unrealized appreciation or depreciation is recorded based on the market value
of investments on the valuation date. When Florida Progress Corporation common
stock is distributed from the Company Stock Fund and the ESOP Fund to
participants in settlement of their accounts, these funds recognize gains or
losses equal to the difference between average cost and the quoted market value
of the shares distributed.
The number of employees participating in the Plan and in each investment fund
of the Plan at December 31, 1994, 1993 and 1992 is as follows:
1994 1993 1992
----- ----- -----
Plan 5,612 6,114 6,020
Each Investment Fund:
Indexed Equity 2,280 2,373 2,243
Company Stock 3,729 4,153 3,875
Stable Value 4,221 4,538 4,560
ESOP 3,824 4,319 4,486
Balanced 946 770 403
Aggressive Equity 1,715 1,280 654
Unrealized Appreciation (Depreciation) of Investments
-----------------------------------------------------
The changes in unrealized appreciation (depreciation) of investments during the
years ended December 31, 1994, 1993, and 1992 were as follows (see Note 4):
<TABLE>
<CAPTION>
IRA
Indexed Company Company Aggressive
Total Equity Stock ESOP Stock Balanced Equity
-------- ------- -------- -------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, 12/31/91 $74,831 $2,260 $19,756 $52,337 $ 478 - -
Change - 1992 2,545 708 1,849 256 (478) $ 38 $ 172
-------- ------- -------- -------- ------- -------- ----------
Balance, 12/31/92 77,376 2,968 21,605 52,593 - 38 172
Change - 1993 1,611 1,562 1,220 (2,461) - 299 991
-------- ------- -------- -------- ------- -------- ----------
Balance, 12/31/93 78,987 4,530 22,825 50,132 - 337 1,163
Change - 1994 (26,461) (650) (7,830) (18,357) - (9) 385
-------- ------- -------- -------- ------- -------- ----------
Balance, 12/31/94 $52,526 $3,880 $14,995 $31,775 - $328 $1,548
======== ======= ======== ======== ======= ======== ==========
</TABLE>
Realized Gains on Investments Sold or Distributed
-------------------------------------------------
The following is a summary of the realized gains on investments sold or
distributed during the years ended December 31, 1994, 1993, and 1992
(see Note 4):
Cost Proceeds Gains
1994 -------- --------- -------
----
Indexed Equity $ 1,242 $ 1,500 $ 258
Company Stock 3,217 4,275 1,058
ESOP 10,866 17,504 6,638
Balanced 724 764 40
Aggressive Equity 1,408 1,550 142
-------- --------- -------
$17,457 $25,593 $8,136
======== ========= =======
1993
----
Indexed Equity $ 313 $ 378 $ 65
Company Stock 692 1,157 465
ESOP 6,108 11,906 5,798
Balanced 162 173 11
Aggressive Equity 4,026 4,312 286
-------- --------- -------
$11,301 $17,926 $6,625
======== ========= =======
1992
----
Indexed Equity $2,046 $ 2,257 $ 211
Company Stock 741 1,177 436
ESOP 4,797 8,996 4,199
Balanced 15 15 -
IRA Company Stock 1,146 1,490 344
-------- --------- -------
$8,745 $13,935 $5,190
======== ========= =======
(3) EXPENSES OF THE PLAN:
The Company pays all expenses for outside services necessary for the
administration of the Plan, except for the ESOP Fund. The ESOP Fund pays its
own expenses for outside services necessary for the administration of the fund.
Fees for participant loans are borne by the loan recipients.
(4) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The realized gains and unrealized appreciation (depreciation) of the Plan
assets reported in the financial statements are $8,136 and $(26,461), $6,625
and $1,611 and $5,190 and $2,545 for 1994, 1993 and 1992, respectively. The
calculation of these amounts is based on the historical cost of the assets.
However, when the Plan files its tax return, these amounts are required to be
calculated based on the fair market value of Plan assets as of the previous
year-end. Using this calculation method, the amount of realized gains (losses)
and unrealized appreciation (depreciation) is $(3,307) and $(15,184), $489 and
$4,533, and $(241) and $6,847 for 1994, 1993 and 1992, respectively. The tax
returns for 1994, 1993 and 1992 also include a net gain in other categories
totalling $166, $3,215 and $1,128 for each year, respectively.
Department of Labor regulations also require the disclosure of Benefits Payable
as a separate line item when the Plan reports the value of assets and
liabilities on its tax return. The amount of Benefits Payable reported on the
tax return as of December 31, 1994 and 1993 is $2,925 and $3,735, respectively.
The tax return for 1993 also included other liabilities totalling $41.
(5) FEDERAL INCOME TAXES:
The Plan is a qualified employees' trust under Section 401(a) of the Internal
Revenue Code (Code), and the ESOP Fund is considered a tax credit employee
stock ownership plan within the meaning of Section 409 of the Code. As such,
the Plan is exempt from federal income taxes under Section 501(a). No taxes
are imposed on income, pretax contributions, tax deductible contributions or
Company contributions made to the Plan, pursuant to the provisions of Section
402(a) of the Code, until such time as the employees or the employees'
beneficiaries receive distributions from the Plan.
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Page 1 of 2
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
SCHEDULES OF INVESTMENTS HELD
DECEMBER 31, 1994 AND 1993
(Dollar and share amounts in thousands)
1994 1993
---------------------------------- ----------------------------------
Number of Number of
Shares or Shares or
Principal Market Principal Market
Name of Issuer and Title of Issue Amount Cost Value Amount Cost Value
--------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INDEXED EQUITY FUND
-------------------
Commingled Funds -
Wells Fargo Index Fund 240 $21,195 $25,075 247 $20,883 $25,413
Temporary Cash Investments -
Chase Bank -
Domestic Liquidity Fund $416 416 416 $352 352 352
---------- ---------- ---------- ----------
$21,611 $25,491 $21,235 $25,765
========== ========== ========== ==========
COMPANY STOCK FUND
------------------
Common Stock of Florida
Progress Corporation 1,849 $40,465 $55,460 1,870 $40,056 $62,881
Temporary Cash Investments -
Barnett Bank -
Repurchase Agreement Account $149 149 149 $533 533 533
---------- ---------- ---------- ----------
$40,614 $55,609 $40,589 $63,414
========== ========== ========== ==========
STABLE VALUE FUND
-----------------
Benefit Accumulation Contract -
Aetna Life Insurance Co. $7,556 $7,556 $7,556 $6,875 $6,875 $6,875
Guaranteed Interest Contracts -
New York Life - - - $6,580 6,580 6,580
Prudential $18,127 18,127 18,127 $16,625 16,625 16,625
Structured Investment Contracts -
Peoples Security $35,828 35,828 35,828 $32,178 32,178 32,178
Commonwealth Life $35,828 35,828 35,828 $32,178 32,178 32,178
---------- ---------- ---------- ----------
$97,339 $97,339 $94,436 $94,436
========== ========== ========== ==========
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Schedule I
Page 2 of 2
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
SCHEDULES OF INVESTMENTS HELD
DECEMBER 31, 1994 AND 1993
(Dollar and share amounts in thousands)
1994 1993
---------------------------------- ----------------------------------
Number of Number of
Shares or Shares or
Principal Market Principal Market
Name of Issuer and Title of Issue Amount Cost Value Amount Cost Value
--------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ESOP FUND
---------
Common Stock of Florida
Progress Corporation 2,807 $52,436 $84,211 3,210 $57,790 $107,922
Temporary Cash Investments -
Barnett Bank -
Repurchase Agreement Account $82 82 82 $13 13 13
---------- ---------- ---------- ----------
$52,518 $84,293 $57,803 $107,935
========== ========== ========== ==========
BALANCED FUND
-------------
Fidelity Select Equity Collective 327 $3,833 $4,158 219 $2,455 $2,690
Fidelity Broad Market Duration 220 2,539 2,542 144 1,635 1,737
---------- ---------- ---------- ----------
$6,372 $6,700 $4,090 $4,427
========== ========== ========== ==========
AGGRESSIVE EQUITY FUND
----------------------
Fidelity Aggressive Equity 121 $15,456 $17,004 68 $8,154 $9,317
========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule II
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
SCHEDULES OF MEMBERS' WITHDRAWALS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
(In thousands)
Indexed Company Stable IRA IRA Aggressive
Equity Stock Value ESOP Co. Stock Money Mkt. Balanced Equity
Total Fund Fund Fund Fund Fund Fund Fund Fund
1994 ---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Value of Members' Accounts
Withdrawn -
Members' contributions $20,276 $2,673 $4,200 $11,727 - - - $577 $1,099
Company contributions 9,832 1,376 2,438 5,352 - - - 204 462
Loan withdrawals 9,991 1,173 3,303 4,380 - - - 227 908
ESOP withdrawals 13,148 - - - $13,148 - - - -
---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
53,247 5,222 9,941 21,459 13,148 - - 1,008 2,469
Less: forfeitures applied against
Company contributions 145 15 47 53 - - - 11 19
---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
Total members' withdrawals $53,102 $5,207 $9,894 $21,406 $13,148 - - $997 $2,450
========== ========= ========== ========== ========= ========== ========== ========== ==========
1993
----
Value of Members' Accounts
Withdrawn -
Members' contributions $ 9,710 $ 832 $3,354 $ 5,458 - - - $ 24 $ 42
Company contributions 4,845 444 1,895 2,482 - - - 7 17
Loan withdrawals 11,134 1,226 4,290 5,118 - - - 146 354
ESOP withdrawals 8,888 - - - $8,888 - - - -
---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
34,577 2,502 9,539 13,058 8,888 - - 177 413
Less: forfeitures applied against
Company contributions 49 9 19 16 - - - 2 3
---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
Total members' withdrawals $34,528 $2,493 $9,520 $13,042 $8,888 - - $175 $410
========== ========= ========== ========== ========= ========== ========== ========== ==========
1992
----
Value of Members' Accounts
Withdrawn -
Members' contributions $13,879 $1,269 $3,490 $ 5,551 - $1,599 $1,948 $ 4 $18
Company contributions 4,162 582 1,474 2,104 - - - 1 1
Loan withdrawals 9,222 1,101 3,326 4,739 - - - 15 41
ESOP withdrawals 7,897 - - - $7,897 - - - -
---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
35,160 2,952 8,290 12,394 7,897 1,599 1,948 20 60
Less: forfeitures applied against
Company contributions 33 5 13 15 - - - - -
---------- --------- ---------- ---------- --------- ---------- ---------- ---------- ----------
Total members' withdrawals $35,127 $2,947 $8,277 $12,379 $7,897 $1,599 $1,948 $20 $60
========== ========= ========== ========== ========= ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule III
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
SCHEDULE OF REPORTABLE 5% TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Current Value of
Identity of Party Description Purchase Selling Expenses Incurred Cost of Asset on Transaction Net Gain
Involved of Asset Price Price With Transactions Asset Date or (Loss)
------------------ ------------ ---------- --------------- ----------------- --------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Florida Progress Common Stock - $21,778,741.15 $0.00 $14,081,711.72 - $7,697,029.43
Corporation
/TABLE
<PAGE>
EXHIBITS
23 Consent of Price Waterhouse LLP
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the Savings Plan for Employees of Florida Progress
Corporation) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
Date: March 27, 1995 By: /s/ Patricia K. Blizzard
---------------------------
Patricia K. Blizzard
Plan Administrator and
Secretary and Member of
the Investment Committee
for the Savings Plan for
Employees Trust of Florida
Progress Corporation
( By: /s/ Jeffrey R. Heinicka
( ---------------------------
( Jeffrey R. Heinicka
(
(
Members of the Investment ( By: /s/ James A. McClure, III
Committee for the Savings ( ---------------------------
Plan for Employees Trust of ( James A. McClure, III
Florida Progress Corporation (
(
( By: /s/ Kenneth E. McDonald
( ---------------------------
( Kenneth E. McDonald
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23 Consent of Price Waterhouse LLP
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-53939) of Florida Progress Corporation of our
report dated March 3, 1995 relating to the financial statements of the Savings
Plan for Employees of Florida Progress Corporation which appears in the Form
11-K of Florida Progress Corporation dated March 27, 1995.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
------------------------
Tampa, Florida
March 27, 1995
