As filed with the Securities and Exchange Commission on December 31, 1996
Registration No. 333- _________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
FLORIDA PROGRESS CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2147112
(State of Incorporation) (I.R.S. Employer Identification No.)
One Progress Plaza, St. Petersburg, Florida 33701
(Address of Principal Executive Offices) (Zip Code)
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
(Full title of the plan)
JAMES V. SMALLWOOD
Vice President and Treasurer
Florida Progress Corporation
3201 34th Street South, St. Petersburg, FL 33711
(813) 866-4553
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price (2) Fee
Common Stock,
without par value(3)(4) 750,000 Shs. $ 31.875 $ 23,906,250 $ 7,245
===============================================================================================================
(1) Pursuant to Rule 428(b)(1), the documents constituting the Prospectus from Part I of Form S-8 will be
sent or given to employees, but are not filed herewith. Pursuant to Rule 429, such documents cover not
only the shares registered hereby, but also 21,855 shares of Common Stock that remain registered under
the Company's Registration Statement on Form S-8 (No. 33-53939) that was filed with the Commission on
June 1, 1994.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act of 1933, as amended (the "Act"), and based on the average of the high and low
sales prices of the Common Stock in New York Stock Exchange Composite Transactions on December 27,
1996.
(3) Includes rights to purchase units of Series A Junior Participating Preferred Stock.
(4) In addition, pursuant to Rule 416(c) under the Act, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described
herein.
</TABLE>
PART II.
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Florida Progress Corporation (the "Company") and the Savings Plan for
Employees of Florida Progress Corporation (the "Plan") hereby provide that the
following documents heretofore filed by the Company with the Securities and
Exchange Commission ("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, 1995, as
filed with the SEC on March 20, 1996.
2. Annual Report on Form 11-K for the year ended December 31, 1995, as
filed with the SEC on March 27, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996, as filed with the SEC on May 14,
August 7 and November 8, 1996, respectively.
4. The Company's Current Reports on Form 8-K dated January 22, February
8, April 18, July 1, July 18, October 17, November 21, December 5 and December
18, 1996, as filed with the SEC on January 24, February 9, April 22, July 1,
July 23, October 21, November 22, December 16 and December 18, 1996,
respectively.
5. 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 or the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Kenneth E. Armstrong is named in certain documents incorporated by
reference in this registration statement as an expert with respect to
statements relating to matters of law or expressing legal conclusions. Mr.
Armstrong is Vice President and General Counsel of Florida Progress Corporation.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, provided certain standards are met, including that such
officer or director acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation, and provided
further that, with respect to any criminal action or proceeding, the officer or
director had no reasonable cause to believe his or her conduct was unlawful.
In the case of proceedings by or in the right of the corporation, the Florida
Act provides that, in general, a corporation may indemnify any person who was
or is a party to such proceeding by reason of the fact that he or she is or was
a director or officer of the corporation against expenses and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including the appeal thereof, provided that such
person acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interest of the corporation, and provided
further that no indemnification shall be made in respect of any claim as to
which such person is adjudged liable unless a court of competent jurisdiction
determines upon application that such person is fairly and reasonably entitled
to indemnity. To the extent that any officers or directors are successful on
the merits or otherwise in the defense of any of the proceedings described
above, the Florida Act provides that the corporation is required to indemnify
such officers or directors against expenses actually and reasonably incurred in
connection therewith. However, the Florida Act further provides that, in
general, indemnification or advancement of expenses shall not be made to or on
behalf of any officer or director if a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were material to the
cause of action so adjudicated and constitute: (i) a violation of the criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii)
a transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interest of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article XI of
the Company's By-laws provides that the Company shall indemnify any director,
officer or employee or any former director, officer or employee to the full
extent permitted by law.
The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the statutory provisions referred to
above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.(a)* - Restated Articles of Incorporation, as amended, of Florida
Progress Corporation. (Filed as Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991
as filed with the SEC (File No. 1-8349) on March 30, 1992.)
4.(b)* - Shareholder Rights Agreement, dated as of November 21, 1991,
between the Company and Manufacturers Hanover Trust Company,
with form of Rights Certificate attached thereto as Exhibit A.
(Filed as Exhibit 4(a) to the Company's Form 8-K dated November
21, 1991, as filed with the SEC (File No. 1-8349) on November
27, 1991.)
4.(c)* - Amended Articles of Incorporation, as amended, of Florida Power
Corporation ("Florida Power"). (Filed as Exhibit 3(a) to the
Florida Power Annual Report on Form 10-K for the year ended
December 31, 1991 as filed with the SEC (File No. 1-3274) on
March 30, 1992.)
4.(d)* - Indenture, dated as of January 1, 1944 (the "Indenture"),
between Florida Power and Guaranty Trust Company of New York and
The Florida National Bank of Jacksonville, as Trustees. (Filed
as Exhibit B-18 to Florida Power's Registration Statement on
Form A-2 (No. 2-5293) filed with the SEC on January 24, 1944.)
4.(e)* - Seventh Supplemental Indenture, dated as of July 1, 1956,
between Florida Power and Guaranty Trust Company of New York and
The Florida National Bank of Jacksonville, as Trustees, with
reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(b) to Florida Power's Registration Statement
on Form S-3 (No. 33-16788) filed with the SEC on September 27,
1991.)
4.(f)* - Eighth Supplemental Indenture, dated as of July 1, 1958, between
Florida Power and Guaranty Trust Company of New York and The
Florida National Bank of Jacksonville, as Trustees, with
reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to Florida Power's Registration Statement
on Form S-3 (No. 33-16788) filed with the SEC on September 27,
1991.)
4.(g)* - Sixteenth Supplemental Indenture, dated as of February 1, 1970,
between Florida Power and Morgan Guaranty Trust Company of New
York and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the
Indenture. (Filed as Exhibit 4(d) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788) filed with the
SEC on September 27, 1991.)
4.(h)* - Twenty-Ninth Supplemental Indenture dated as of September 1,
1982, between Florida Power and Morgan Guaranty Trust Company of
New York and Florida National Bank, as Trustees, with reference
to the modification and amendment of the Indenture. (Filed as
Exhibit 4(c) to Florida Power's Registration Statement on Form
S-3 (No. 2-79832) filed with the SEC on September 17, 1982.)
4.(i)* - Thirty-Eighth Supplemental Indenture dated as of July 25, 1994,
between Florida Power and First Chicago Trust Company of New
York, as successor Trustee, Morgan Guaranty Trust Company of New
York, as resigning Trustee, and First Union National Bank of
Florida, as resigning Co-Trustee, with reference to confirmation
of First Chicago Trust Company of New York as successor Trustee
under the Indenture. (Filed as Exhibit 4.(f) to Florida Power's
Registration Statement on Form S-3 (No. 33-55273) as filed with
the SEC on August 29, 1994.)
4.(j)* - Form of Certificate representing shares of Florida Progress
Common Stock. (Filed as Exhibit 4 to Florida Progress' Form 10-
K for the year ended December 31, 1994, as filed with the SEC on
March 30, 1995.)
5.(a) - Opinion of Kenneth E. Armstrong, Esq. regarding the legality of
the Common Stock to be issued.
5.(b)* - Copy of the Internal Revenue Service determination letter dated
July 20, 1989, to the effect that the plan is qualified under
Section 401 of the Internal Revenue Code. (Filed as Exhibit
5(b) to the Company's Registration Statement on Form S-8 (No.
33-37336) filed with the SEC on October 4, 1990.)
5.(c) - Internal Revenue Service determination letter dated June 13,
1996, to the effect that the plan is qualified under Section
401 of the Internal Revenue Code.
23.(a) - Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.(b) - Consent of Price Waterhouse LLP, independent certified public
accountants.
23.(c) - Consent of Kenneth E. Armstrong, Esq. is contained in his
opinion filed as Exhibit 5.(a).
24 - Powers of Attorney are included on the signature page of this
Registration Statement.
*Incorporated herein by reference.
The undersigned registrant has submitted the Plan and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner, and the Plan
has been qualified by the IRS as indicated in Exhibit 5(b). The registrant
hereby undertakes to make all changes, if any, required by the IRS in order to
maintain the qualification of the Plan.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof)which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 30th day of
December, 1996.
FLORIDA PROGRESS CORPORATION
By: /s/ Jack B. Critchfield
Jack B. Critchfield, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Florida Progress Corporation (the "Company"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint KENNETH E. ARMSTRONG, JEFFREY R. HEINICKA, JAMES V.
SMALLWOOD and DOUGLAS E. WENTZ, and each of them, a true and lawful attorney in
his or her name, place and stead, in any and all capacities, to sign his or her
name to any and all amendments, including post-effective amendments, to this
registration statement with respect to the proposed issuance, sale and delivery
by the Company of shares of its Common Stock pursuant to the Savings Plan for
Employees of Florida Progress Corporation, and to cause the same to be filed
with the Securities and Exchange Commission, granting unto said attorneys and
each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and each of the
undersigned for himself or herself hereby ratifies and confirms all that said
attorneys or any one of them shall lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
Date
<S> <C> <C>
<C>
(i) /s/ Jack B. Critchfield Chairman, Chief Executive
December 30, 1996
Jack B. Critchfield Officer and Director
Principal Executive Officer
(ii) /s/ Jeffrey R. Heinicka Senior Vice President and
December 30, 1996
Jeffrey R. Heinicka Chief Financial Officer
Principal Financial Officer
(iii) /s/ John Scardino, Jr. Vice President and Controller
December 30, 1996
John Scardino, Jr.
Principal Accounting Officer
<PAGE>
(iv) A majority of the Directors, including (i) above:
Signature Title
Date
/s/Willard D. Frederick, Jr. Director
December 30, 1996
Willard D. Frederick, Jr.
/s/ Michael P. Graney Director
December 30, 1996
Michael P. Graney
/s/ Richard Korpan Director
December 30, 1996
Richard Korpan
/s/ Clarence V. McKee Director
December 30, 1996
Clarence V. McKee
/s/ Vincent J. Naimoli Director
December 30, 1996
Vincent J. Naimoli
/s/ Richard A. Nunis Director
December 30, 1996
Richard A. Nunis
/s/ Charles B. Reed Director
December 30, 1996
Charles B. Reed
/s/ Joan D. Ruffier Director
December 30, 1996
Joan D. Ruffier
/s/ Robert T. Stuart, Jr. Director
December 30, 1996
Robert T. Stuart, Jr.
/s/ Jean Giles Wittner Director
December 30, 1996
Jean Giles Wittner
</TABLE>
<PAGE>
(v) The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg,
State of Florida, on December 30, 1996.
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
By: /s/ Patricia K. Blizzard
Patricia K. Blizzard
Plan Administrator and
Member of the Investment Committee
for the Savings Plan for Employees
Trust of Florida Progress Corporation
By: /s/ John Scardino, Jr. )
John Scardino, Jr. )
)
)
By: /s/ Jeffrey R. Heinicka ) Members of the Investment Committee
Jeffrey R. Heinicka ) for the Savings Plan for Employees
) Trust of Florida Progress Corporation
)
By: /s/ James A. McClure, III )
James A. McClure, III )
)
)
By: /s/ Kenneth E. McDonald )
Kenneth E. McDonald )
<PAGE>
EXHIBIT INDEX
4.(a)*- Restated Articles of Incorporation, as amended, of the Company.
(Filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991 as filed with the SEC (File No.
1-8349) on March 30, 1992.)
4.(b)*- Shareholder Rights Agreement, dated as of November 21, 1991, between
the Company and Manufacturers Hanover Trust Company, with form of
Rights Certificate attached thereto as Exhibit A. (Filed as Exhibit
4(a) to the Company's Form 8-K, dated (date of event reported)
November 21, 1991, as filed with the SEC (File No. 1-8349) on
November 27, 1991.)
4.(c)*- Amended Articles of Incorporation, as amended, of Florida Power
Corporation ("Florida Power"). (Filed as Exhibit 3(a) to the Florida
Power Annual Report on Form 10-K for the year ended December 31, 1991
as filed with the SEC (File No. 1-3274) on March 30, 1992.)
4.(d)*- Indenture, dated as of January 1, 1944 (the "Indenture"), between
Florida Power and Guaranty Trust Company of New York and The Florida
National Bank of Jacksonville, as Trustees. (Filed as Exhibit B-18 to
Florida Power's Registration Statement on Form A-2 (No. 2-5293) filed
with the SEC on January 24, 1944.)
4.(e)*- Seventh Supplemental Indenture, dated as of July 1, 1956, between
Florida Power and Guaranty Trust Company of New York and The Florida
National Bank of Jacksonville, as Trustees, with reference to the
modification and amendment of the Indenture. (Filed as Exhibit 4(b)
to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
filed with the SEC on September 27, 1991.)
4.(f)*- Eighth Supplemental Indenture, dated as of July 1, 1958, between
Florida Power and Guaranty Trust Company of New York and The Florida
National Bank of Jacksonville, as Trustees, with reference to the
modification and amendment of the Indenture. (Filed as Exhibit 4(c)
to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
filed with the SEC on September 27, 1991.)
4.(g)*- Sixteenth Supplemental Indenture, dated as of February 1, 1970,
between Florida Power and Morgan Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees, with
reference to the modification and amendment of the Indenture. (Filed
as Exhibit 4(d) to Florida Power's Registration Statement on Form S-3
(No. 33-16788) filed with the SEC on September 27, 1991.)
4.(h)*- Twenty-Ninth Supplemental Indenture dated as of September 1, 1982,
between Florida Power and Morgan Guaranty Trust Company of New York
and Florida National Bank, as Trustees, with reference to the
modification and amendment of the Indenture. (Filed as Exhibit 4(c)
to Florida Power's Registration Statement on Form S-3 (No. 2-79832)
filed with the SEC on September 17, 1982.)
4.(i)*- Thirty-Eighth Supplemental Indenture dated as of July 25, 1994,
between Florida Power and First Chicago Trust Company of New York, as
successor Trustee, Morgan Guaranty Trust Company of New York, as
resigning Trustee, and First Union National Bank of Florida, as
resigning Co-Trustee, with reference to confirmation of First Chicago
Trust Company of New York as successor Trustee under the Indenture.
(Filed as Exhibit 4.(f) to Florida Power's Registration Statement on
Form S-3 (No. 33-55273) as filed with the SEC on August 29, 1994.)
4.(j)*- Form of Certificate representing shares of Florida Progress Common
Stock. (Filed as Exhibit 4 to Florida Progress' Form 10-K for the
year ended December 31, 1994, as filed with the SEC on March 30,
1995.)
5.(a) - Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
Common Stock to be issued.
5.(b)*- Copy of the Internal Revenue Service determination letter dated July
20, 1989, to the effect that the plan is qualified under Section 401
of the Internal Revenue Code. (Filed as Exhibit 5(b) to the
Company's Registration Statement on Form S-8 (No. 33-37336) filed
with the SEC on October 4, 1990.)
5.(c) - Internal Revenue Service determination letter dated June 13, 1996,
to the effect that the plan is qualified under Section 401 of the
Internal Revenue Code.
23.(a)- Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.(b)- Consent of Price Waterhouse LLP, independent certified public
accountants.
23.(c)- Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.(a).
24 - Powers of Attorney are included on the signature page of this
Registration Statement.
______________
* Incorporated herein by reference.
EXHIBIT 5.(a)
Florida Progress Corporation
3201 34th Street South
St. Petersburg, FL 33711
813/866-5153
Fax 813/866-4881
Kenneth E. Armstrong
Vice President and
General Counsel
December 30, 1996
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
Re: Issuance and sale of shares of Common Stock, without par value,
under the Savings Plan for Employees of Florida Progress Corporation.
Ladies and Gentlemen:
I am rendering this opinion in connection with the registration of 750,000
additional shares of common stock, without par value (the "Common Stock") of
Florida Progress Corporation (the "Company") to be issued from time to time
under the Savings Plan for Employees of Florida Progress Corporation (the
"Plan").
The Plan provides for the sale, at the option of the Company, of either
original issue shares of Common Stock or shares of Common Stock to be purchased
for the Plan in the open market. A Registration Statement on Form S-8 (the
"Registration Statement") is expected to be filed by the Company with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Act") on December 31, 1996 for the registration of (i)
750,000 shares of the Company's Common Stock to be issued under the Plan,
whether as original issue shares or shares that were purchased for the Plan in
the open market (the "Shares"), (ii) the Rights associated with such Shares (as
the term Rights is defined in the Shareholder Rights Agreement dated November
21, 1992 between the Company and The First National Bank of Boston, as successor
rights agent (the "Shareholder Rights Agreement")), and (iii) an indeterminate
amount of interests in the Plan related to such Shares that constitute separate
securities required to be registered under the Act ("Interests").
As your counsel, I and members of the Company's legal department have
participated in the preparation of the Registration Statement. We also have
examined the Plan, the Company's Restated Articles of Incorporation and Bylaws,
as amended to date, the Shareholder Rights Agreement and the resolutions
adopted by the Company's Board of Directors on December 16, 1996 relating to the
Registration Statement.
<PAGE>
Florida Progress Corporation
December 30, 1996
Page Two
Based upon and subject to the foregoing, I am of the opinion that:
1. Florida Progress Corporation is a corporation duly organized and
existing under the laws of the State of Florida; and
2. When the Registration Statement shall have become effective and
original issue Shares and the related Rights are issued and sold from time to
time in accordance with the terms of the Plan, such Shares and Rights will be
duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of my name under the caption "Interests
of Named Experts and Counsel" therein and under the heading "Experts" in the
documents constituting a prospectus relating to the Plan.
Very truly yours,
/s/Kenneth E. Armstrong
Kenneth E. Armstrong
EXHIBIT 5.(c)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 1055
ATLANTA, GA 30370-0000
Employer Identification Number:
Date: JUN 13 1996 59-2147112
File Folder Number:
590000757
FLORIDA PROGRESS CORPORATION Person to Contact:
ONE PROGRESS PLAZA EP/EO CUSTOMER SERVICE UNIT
ST PETERSBURG, FL 33701 Contact Telephone Number:
(410) 962-6058
Plan Name:
FLORIDA PROGRESS CORPORATION
SAVINGS PLAN FOR EMPLOYEES
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
The plan meets the requirements of Code sections 401(a) and 409.
This determination letter is applicable for the amendment(s) adopted on
3/24/95 & 12/29/94.
This determination letter is also applicable for the amendment(s) adopted
on 2/2/94 & 5/20/93.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability require-
Letter 835 (DO/OG
<PAGE>
-2-
FLORIDA PROGRESS CORPORATION
ments of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of
the regulations with respect to the specific benefits, rights, or features for
which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/Paul M. Harrington
District Director
Enclosures:
Publication 794
Addendum
Letter 835 (DO/OG)
<PAGE>
-3-
FLORIDA PROGRESS CORPORATION
This letter also applies to amendments executed 10/19/92, 1/23/92, 10/30/90,
5/15/90, and 5/18/89.
KPMG Peat Marwick LLP
P.O. Box 31002 Exhibit 23.(a)
St. Petersburg, FL 33732
Independent Auditors' Consent
The Board of Directors
Florida Progress Corporation:
We consent to the use of our reports incorporated herein by reference. Our
report on the financial statements contained in the Company's Form 10-K for the
year ended December 31, 1995, refers to a change in the method of accounting
for income taxes.
/s/ KPMG Peat Marwick LLP
December 30, 1996
EXHIBIT 23.(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Florida Progress Corporation of our report dated March
11, 1996 relating to the financial statements of the Savings Plan for Employees
of Florida Progress Corporation for the year ended December 31, 1995 appearing
on page 2 of Annual Report on Form 11-K.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
- ----------------------
Tampa, Florida
December 30, 1996
