As filed with the Securities and Exchange Commission on July 1, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 1996
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<CAPTION>
Exact name of Registrant as specified
Commission in its charter, address of principal State of I.R.S. Employer
File No. executive offices, telephone number Incorporation Identification No.
<S> <C> <C> <C>
1-8349 FLORIDA PROGRESS CORPORATION Florida 59-2147112
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (813) 824-6400
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The address of the registrant has not changed since the last report.
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Item 5. Other Events
In light of ongoing securities offerings by Florida Progress Corporation
("Florida Progress") and its subsidiaries, including Florida Power Corporation
("Florida Power") and Progress Capital Holdings, Inc., the following information
is being presented pending distribution of the combined Florida Progress and
Florida Power Quarterly Report on Form 10-Q for the quarter ended June 30, 1996:
Florida Progress issued a news release dated July 1, 1996 announcing that
its Board of Directors has approved a plan to spin-off Progress Credit
Corporation, its lending, leasing and real estate unit, to its shareholders by a
tax-free stock dividend. A copy of the news release is being filed herewith as
Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number (by
reference to Item 601
of Regulation S-K) Description of Exhibit
99 Florida Progress Corporation News Release dated July 1, 1996
announcing plan to spin-off Progress Credit Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PROGRESS CORPORATION
/s/ James V. Smallwood
By:____________________________
James V. Smallwood
Vice President and Treasurer
Date: July 1, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99 Florida Progress Corporation News Release dated July 1, 1996
announcing plan to spin-off Progress Credit Corporation.
k:\sec\8k\pcc.701
FLORIDA PROGRESS CORPORATION EXHIBIT 99
NEWS RELEASE
Corporate Relations Department, St. Petersburg, Florida
Media Contact: Karen Raihill - (813) 866-5023
FLORIDA PROGRESS CORPORATION TO SPIN-OFF
LENDING, LEASING AND REAL ESTATE OPERATIONS TO
SHAREHOLDERS BY A TAX-FREE DIVIDEND
- - No Impact On Earnings Or Dividend Growth Prospects, Credit Ratings Unchanged -
- - Progress Management Able to Focus More Closely on its Core Business -
ST. PETERSBURG, FL, July 1, 1996 -- Florida Progress Corporation (NYSE:
FPC) announced today that its board of directors has approved a plan to spin-off
Progress Credit Corporation, its lending, leasing and real estate unit, to its
shareholders by a tax-free stock dividend. Progress Credit had assets of $558
million at the end of 1995 and revenues of $50 million for the year. The
dividend distribution is expected to be declared by the end of 1996.
In anticipation of the spin-off, Florida Progress will record an after-tax
charge of $25 million in the second quarter of 1996 primarily to write-down
certain Progress Credit assets. The company also will report the results of
Progress Credit as discontinued operations. Florida Progress does not expect the
spin-off to have an impact on its prospects for earnings or dividend growth.
Standard & Poor's, Moody's Investors Service and Duff & Phelps have each
reviewed this transaction and confirmed their credit ratings for Florida
Progress' subsidiaries.
"The spin-off of Progress Credit to our shareholders is the best way to
accomplish our strategic objectives," said Jack B. Critchfield, chairman and
chief executive officer of Florida Progress. "It is a win for both organizations
and for our shareholders. Florida Progress will be able to focus more attention
on its core utility and coal and transportation businesses. Progress Credit will
be launched as a well-capitalized business with a management team dedicated to
seeking growth opportunities to maximize the value of its assets for
shareholders."
- more -
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The spin-off will establish Progress Credit as an independent publicly
traded entity. The current Progress Credit management team, led by Darryl A.
LeClair, who will be president and chief executive officer of the new company,
will form the nucleus for the new management team. Prior to the spin-off,
Progress Credit and its subsidiaries, including Talquin Development Company,
will be merged into one company and renamed. Management intends to apply for a
listing on the New York Stock Exchange.
Progress Credit's business plan is to develop its existing prime real
estate properties to generate sustainable, recurring net income and cash flow.
It plans to take advantage of various investment opportunities in building and
managing new apartment units and commercial office developments, as well as
expanding its real estate management services. The spin-off provides Progress
Credit with financial liquidity and an asset base from which to build its
business.
The proposed spin-off does not require approval by Florida Progress'
shareholders. The Internal Revenue Service has issued a ruling that the dividend
will be tax-free to shareholders. However, the transaction is still subject to
completion of financing, review by the Securities and Exchange Commission of the
necessary filings and final approval of the board of directors.
An information statement describing the spin-off and the business and financial
condition of the new company will be mailed to all Florida Progress shareholders
prior to the spin-off.
Florida Progress is a Fortune 500 diversified utility holding company with
assets of $5.8 billion. Its principal subsidiary is Florida Power, the state's
second-largest electric utility with about 1.3 million customers. Diversified
operations include coal mining, marine operations, rail services and life
insurance.
Certain information included in this news release is forward looking and
involves risks and uncertainties including general economic and competitive
conditions and unanticipated delays by governmental agencies or third parties
involved in this transaction.
For additional information, call Investor Services at (800) 352-1121 or
access Florida Progress' internet home page at http://www.fpc.com.
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