As filed with the Securities and Exchange Commission on July 10, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
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
Telephone Number (813) 824-6400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
James V. Smallwood
Vice President and Treasurer
Florida Progress Corporation
3201 34th Street South
St. Petersburg, FL 33711
(813) 866-5647
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.
___________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
__________________________
CALCULATION OF REGISTRATION FEE
______________________________
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock(2) ........... 2,000,000 shs(3) $ 34.125 $ 68,250,000 $ 23,535
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(1) Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(c) and based on the average of the high and low sales prices of the Common
Stock in New York Stock Exchange Composite Transactions on July 8, 1996.
(2) Includes rights to purchase units of Series A Junior Participating Preferred Stock.
(3) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein
relates to an aggregate of 2,296,179 shares, consisting of the 2,000,000 shares being
registered hereby and the 296,179 shares that are as yet unsold that were registered
for resale under the Company's Registration Statement on Form S-3 (No. 33-45044) that
was filed with the Commission on January 13, 1992.
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______________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Legend for left hand margin of cover of prospectus:
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This 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 State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 10, 1996
PROSPECTUS
Florida Progress Corporation
PROGRESS PLUS STOCK PLAN
The Progress Plus Stock Plan (the Plan) of Florida Progress Corporation (the
"Company") provides shareholders of Florida Progress Corporation Common Stock,
without par value (the "Common Stock"), with an economical and convenient method
of purchasing additional shares of Common Stock. In addition, nonshareholders
who are residents of the State of Florida may enroll in the Plan by making an
initial cash investment. Employees of the Company and its Subsidiaries may also
purchase Common Stock through automatic payroll deductions. See "DESCRIPTION OF
THE PLAN" beginning on page 4 for further information concerning the Plan.
Investment options offered under the Plan are:
FULL DIVIDEND REINVESTMENT -- Reinvest cash dividends on all Registered
Shares of Common Stock held by you in certificate form and all shares
credited to your Plan account.
PARTIAL DIVIDEND REINVESTMENT -- Receive cash dividends by check on a
portion of the Registered Shares held by you and/or a portion of the whole
shares of Common Stock credited to your Plan account and reinvest the cash
dividends on the remainder of your shares.
CASH INVESTMENTS ONLY -- Cash investments may be made at any time, up to
$100,000 per calendar year, with or without reinvesting dividends.
Cash dividends, cash investments and payroll deductions will be used
to purchase shares of Common Stock which, at the option of the Company, will be
either newly issued or will be purchased on behalf of Plan Participants in the
open market by an Independent Agent.
The price of newly issued shares will be the average of the high and low sales
prices of the Company's Common Stock as discussed in Question 17. The price of
shares purchased in the open market will be the weighted average price at which
the Independent Agent acquires the shares as also discussed in Question 17.
This Prospectus relates to 2,296,179 shares of Common Stock of the Company
and should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act) and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the SEC). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the SEC s Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the following Regional Offices of the SEC: 7 World
Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and copies of such material can be
obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the
New York Stock Exchange and The Pacific Stock Exchange. Reports, proxy material
and other information concerning the Company may be inspected at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, and at The Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC (File No.
1-8349), as amended, are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995, as
filed with the SEC on March 20, 1996.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as
filed with the SEC on May 15, 1996.
3. Current Reports on Form 8-K dated January 22, 1996, February 8, 1996,
April 18, 1996 and July 1, 1996, as filed with the SEC on January 24, 1996,
February 9, 1996, April 22, 1996 and July 1, 1996, respectively.
4. The description of the Common Stock of the Company contained in Item 4 of
the Company's Registration Statement on Form 8-B (No. 1-8349), that was filed
with the SEC on May 21, 1982 and declared effective on July 6, 1982, as updated
by the following reports of the Company, each of which is also incorporated
herein by reference: Part II, Item 2 of Quarterly Report on Form 10-Q for the
quarter ended March 31, 1985 that was filed with the SEC on May 14, 1985; Part
II, Item 4 of Quarterly Report on Form 10-Q for the quarter ended March 31, 1990
that was filed with the SEC on May 14, 1990; the description of the Company's
Common Stock that is contained under the heading Description of Capital Stock
in the Company's Registration Statement on Form S-3 (No. 33-51573) that was
filed with the SEC on December 17, 1993 and declared effective on December 28,
1993; and Item 5 of the Current Report on Form 8-K dated November 21, 1991 that
was filed with the SEC on November 27, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any and all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference. Requests for such copies
should be directed to: Florida Progress Corporation, Investor Services, P.O. Box
33028, St. Petersburg, Florida 33733-8028 or telephone toll free 1-800-352-1121.
<PAGE>
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 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 and real estate company with lending and leasing
activities (primarily involving commercial aircraft and real estate) and
real estate projects. On July 1, 1996, the Company announced that its
board of directors approved a plan to spin-off Progress Credit to its
shareholders by a tax-free dividend. The transaction, which is expected
to be completed by the end of 1996, is still subject to completion of
financing, review by the Securities and Exchange Commission of the
necessary filings and final approval by the Company's board of directors.
The Company has its principal offices at One Progress Plaza, St. Petersburg,
Florida 33701, and its telephone number is (813) 824-6400.
USE OF PROCEEDS
Since the requirements of Plan Participants may be satisfied by either the
issuance of new shares of Common Stock by the Company, or the purchase of shares
of Common Stock by the Independent Agent in the open market, the number of
shares of Common Stock, if any, that the Company ultimately will sell under the
Plan, or the prices at which such shares will be sold, is not known. If new
shares of Common Stock are issued by the Company under the Plan, the proceeds
from the sale will be used for working capital or other general corporate
purposes. If shares are purchased by the Independent Agent in the open market,
the Company will not receive any proceeds.
<PAGE>
DESCRIPTION OF THE PLAN
The following, which is set forth in question and answer form, constitutes a
complete statement of the Plan:
DEFINITIONS
AUTHORIZATION CARD -- The card to be completed by a registered shareholder of
the Company's Common Stock to participate in the Plan.
BUSINESS DAY -- Any day on which the New York Stock Exchange is open for the
business of trading securities.
COMMON DIVIDEND -- The cash dividend payable on Registered Shares.
DIVIDEND PAYMENT DATE -- The date on which dividends are payable on the
Company's Common Stock, usually the 20th day of March, June, September and
December.
DIVIDEND RECORD DATE -- The date on which a person or entity must be a
registered shareholder of Common Stock in order to receive dividends, usually
the 5th day of March, June, September and December.
ENROLLMENT FORM -- The form to be completed by a non-shareholder resident of
the State of Florida in order to enroll in the Plan.
INDEPENDENT AGENT -- The agent appointed by the Company from time to time,
who acts on behalf of Plan Participants in buying Common Stock on the open
market if the Company elects not to satisfy the requirements of Plan
Participants with newly issued shares. The agent will also sell Plan Shares for
Participants upon written request.
INVESTMENT DATE -- The date on which shares of Common Stock are acquired
under the Plan; currently, the Investment Date is the 20th day of each month
unless such day is not a Business Day, in which case the Investment Date is the
next succeeding Business Day.
INVESTOR SERVICES -- The section of the Investor Relations Department of the
Company that administers the Plan and keeps records of each Participant's Plan
participation.
PAYROLL DEDUCTION AUTHORIZATION CARD -- The card to be completed by employees
of the Company in order to participate in the Plan.
PLAN DIVIDEND -- The cash dividend payable on shares of Common Stock held by
the Company in your Plan account.
PARTICIPANT -- An individual or entity that has submitted an Authorization
Card, Payroll Deduction Authorization Card or Enrollment Form, had such card or
form approved by the Company and enrolled in the Plan.
PLAN SHARES -- The shares of Common Stock held by the Company in a
Participant's Plan account.
REGISTERED SHARES -- The shares of Common Stock for which a Participant holds
a stock certificate.
<PAGE>
SAFEKEEPING SERVICE -- The service allowing Plan Participants to deposit all
of their Common Stock certificates with Investor Services for credit to their
Plan account.
SUBSIDIARIES -- All entities that are controlled by the Company through
direct or indirect ownership of a majority of such entities' voting shares.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers shareholders, non-shareholders who are residents of the
State of Florida, and employees of the Company and its Subsidiaries a convenient
and economical way to purchase the Company's Common Stock. Once you are enrolled
in the Plan, cash dividends, as well as any cash investments and/or payroll
deductions, may be used to purchase shares of Common Stock (both whole and
fractional shares).
You should recognize that the Company cannot assure you of a profit or
protect you against a loss on the shares of Common Stock purchased under the
Plan.
ADVANTAGES AND FEATURES
2. What are some of the advantages and features of the Plan?
-- You may elect to have your cash dividends on all or a portion of your
shares of Common Stock automatically reinvested.
-- You may make cash investments of up to $100,000 per calendar year for the
purchase of Common Stock.
-- Non-shareholders who are residents of the State of Florida may enroll in
the Plan by making a minimum initial cash investment to purchase Common
Stock under the terms of the Plan.
-- Employees of the Company and its Subsidiaries may purchase shares of
Common Stock through automatic payroll deductions.
-- A full investment of funds is possible under the Plan because both full
and fractional shares will be credited to your Plan account.
-- You may deposit all of your certificates of Common Stock with Investor
Services for safekeeping and credit to your Plan account.
-- You will receive a statement of account as soon as practicable following
each Investment Date on which shares are purchased.
-- You will receive a quarterly statement of account with a record of your
year-to-date activity as soon as practicable following each Dividend
Payment Date.
-- Statements of account are your continuing record of transactions and
should be retained for tax purposes.
<PAGE>
ADMINISTRATION
3. Who administers the Plan?
Administration of the Plan is shared between the Company and the
Independent Agent. Investor Services will administer the Plan, keep a continuous
record of your participation and send you a periodic statement of your account.
If the Company elects to meet the requirements of Participants by purchasing
shares of Common Stock in the open market, the Independent Agent will act on
behalf of Participants in buying such shares. The Independent Agent may also
sell Plan Shares for Participants upon written request.
The Company reserves the right to interpret and regulate the Plan as deemed
necessary or desirable. The Company, or the Independent Agent, will not be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability (a) arising out of failure
to terminate a Participant's account upon the Participant's death prior to
receipt of written notice of such death, or (b) with respect to the prices or
times at which shares are purchased or sold for Participants (except that the
Company understands that in the opinion of the Securities and Exchange
Commission, this limitation of liability is not effective to limit liabilities
under the Securities Act of 1933 or other applicable federal securities laws).
4. Who should I contact with questions concerning the Plan and its
administration?
You may contact the Company with questions concerning the Plan by
writing to:
Florida Progress Corporation
Investor Services
P.O. Box 33028
St. Petersburg, FL 33733-8028
or by calling Investor Services toll free at 1-800-352-1121.
5. May the Plan be modified or discontinued?
The Company reserves the right to suspend, modify or discontinue the Plan
at any time. Any suspension, major modification or discontinuance of the Plan
will be announced by the Company to all registered holders of its Common Stock
and employees, including both Plan Participants and non-participants.
PARTICIPATION
6. Who is eligible to participate in the Plan?
All registered holders of the Company's Common Stock, non-shareholders who
are residents of the State of Florida, and employees of the Company and its
Subsidiaries are eligible to participate in the Plan.
7. How does a registered shareholder of Common Stock participate?
If you are a registered shareholder of Common Stock, you may join the Plan
at any time by completing the Authorization Card and returning it to the
Company. If your shares are registered in a name other than your own (e.g., in
the name of a broker or bank nominee), then in order to participate in the Plan,
you either must become a shareholder of record by having your shares transferred
into your name, or must request that the record holder of your shares
participate in the Plan on your behalf.
<PAGE>
The Authorization Card allows you to decide the extent to which you want
to participate in the Plan. By checking the appropriate box you may select:
-- Full Dividend Reinvestment -- Reinvest cash dividends on all Registered
Shares of Common Stock held by you and on all shares credited to your Plan
account. Cash investments may also be made at any time.
-- Partial Dividend Reinvestment -- Receive cash dividends by check on a
portion of your Registered Shares held by you and/or a portion of the whole
shares credited to your Plan account and reinvest the cash dividends on the
remainder of your shares. Cash investments may also be made at any time.
-- Cash Investments Only -- Make cash investments at any time and continue
to receive cash dividends by check on all Registered Shares of Common Stock
held by you and on all shares credited to your Plan account.
The Authorization Card also provides for the appointment of the Independent
Agent to purchase shares on your behalf.
An Authorization Card and Plan Prospectus will be furnished to you at any
time upon request to Investor Services.
8. How does a non-shareholder who is a resident of the State of Florida
participate?
After being furnished with the Plan Prospectus, a Florida resident may
apply for enrollment in the Plan by completing and returning the Enrollment Form
to Investor Services, together with a check in an amount not less than $100 nor
more than $100,000, made payable to "Florida Progress Corporation".
The Enrollment Form requires you to provide verification of Florida
residency, and to appoint the Independent Agent to purchase shares on your
behalf. It also allows you to decide the amount of your initial investment,
which will be used to purchase full and fractional shares of the Company's
Common Stock. All cash dividends credited to your Plan account will be fully
reinvested and used to purchase additional shares of Common Stock, unless and
until you notify the Company otherwise (see Questions 26 and 27).
9. How does an employee participate?
Any employee of the Company and its Subsidiaries may join the Plan at any
time by completing the Payroll Deduction Authorization Card and returning it to
Investor Services.
The Payroll Deduction Authorization Card allows you to decide the dollar
amount to be deducted from your pay each month. The monthly deductions will be
used to purchase full and fractional shares of the Company's Common Stock. All
cash dividends credited to your Plan account will be fully reinvested and used
to purchase additional shares of Common Stock, unless and until you notify the
Company otherwise (see Questions 26 and 27). The Payroll Deduction Authorization
Card also provides for the appointment of the Independent Agent to purchase
shares on your behalf.
Payroll Deduction Authorization Cards will be furnished to you at any time
upon request to Investor Services. The completed card must be returned by the
20th day of the month in order to participate on the Investment Date of the next
succeeding month.
<PAGE>
Payroll deduction authorizations will be for an indefinite period of time.
The employee must specify the amount to be withheld each month. The minimum
monthly deduction is $10.
Payroll deductions will be invested as of the Investment Date of the
same month.
DIVIDEND REINVESTMENT
10. How and when will cash dividends be reinvested?
If you have elected to reinvest your cash dividends on your Registered
and/or Plan Shares, the Company will reinvest those dividends in additional
shares of the Company's Common Stock. At the option of the Company, reinvested
dividends will be used to purchase authorized but unissued shares from the
Company or shares that are purchased on the open market by the Independent
Agent.
Cash dividends payable on any Dividend Payment Date which are to be
reinvested will be reinvested on the current monthly Investment Date. If the
Company has elected to meet the requirements of the Plan with Common Stock
purchased in the open market, the Independent Agent will determine the exact
timing of such purchases and the number of shares to be purchased, depending on
the amount of reinvested dividends, market conditions and the requirements of
federal securities laws. The price for open market purchases is explained in
Question 17.
If the Company elects to issue authorized but unissued shares of its Common
Stock, these shares will be credited to your Plan account as of the Investment
Date. The price for these shares is explained in Question 17.
If a Participant's Authorization Card is received by Investor Services on
or before the Dividend Record Date for the next dividend payment, then the
dividends payable will be used to purchase additional shares of Common Stock on
the upcoming Investment Date.
If the Authorization Card is received after the Dividend Record Date for
the next dividend payment, the reinvestment of dividends will start with the
next succeeding dividend payment.
CASH INVESTMENTS
11. Who is eligible to make cash investments?
All Plan Participants, whether or not they have authorized the reinvestment
of dividends, are eligible to make cash investments.
12. How are cash investments made?
An initial cash investment may be made when enrolling by enclosing a check
with your Authorization Card, Payroll Deduction Authorization Card or Enrollment
Form. Checks should be made payable to Florida Progress Corporation and returned
in the envelope provided. Thereafter, cash investments may be submitted by
using the cash payment form attached to the statement of account, which will be
sent to you by Investor Services. You may also send in a check without this
form; however, your Plan account number must be included on your check.
If you choose to participate by cash investments only, the Company will pay
cash dividends by check on your Registered Shares and Plan Shares purchased with
your cash investments. If employee Participants choose to participate by cash
investments only, they must terminate their payroll deductions (see Question
29).
<PAGE>
13. What are the limitations on making cash investments?
The option to make cash investments is available to you at any time. Cash
investments, including payroll deduction amounts, cannot be less than $10 per
payment and cannot exceed a total of $100,000 per calendar year. The minimum
initial investment for non-shareholder residents of the State of Florida is
$100. The same amount of money need not be sent for each Investment Date and
there is no obligation to make an investment each Investment Date.
14. When will cash investments be invested?
Cash investments will be invested monthly on the Investment Date. Cash
received on or after an Investment Date will be held by the Company until, and
will be invested on, the next Investment Date. Since no interest will be paid by
the Company on any cash payments received and held by the Company pending
investment on the next Investment Date, you are urged to send them shortly
before an Investment Date. However, you should allow sufficient time to ensure
that your cash investment will be received at least one Business Day prior to an
Investment Date.
In order for dividends to be payable on shares of Common Stock purchased
with cash investments, your cash must be invested no later than the monthly
Investment Date prior to the next Dividend Record Date.
Cash investments will be refunded if a written request is received by
Investor Services prior to the monthly Investment Date on which the cash was
intended for investment.
PURCHASES
15. How many shares of Common Stock will be purchased?
The number of shares purchased depends on the amount of your reinvested
dividends, any cash investments and the purchase price of the Common Stock. In
the case of an employee participant, the number of shares purchased also depends
on the amount of the employee's payroll deduction. Your Plan account will be
credited with the number of shares, including fractions computed to four decimal
places, equal to the total amount invested divided by the purchase price.
16. Who purchases the shares for the Plan?
The Company may elect to satisfy the requirements of Plan Participants with
either newly issued shares of Common Stock, or shares of Common Stock purchased
on the open market. If the Company elects to purchase shares of Common Stock on
the open market, the Independent Agent will make all such purchases necessary to
meet the requirements of the Plan. The Company does not exercise any direct or
indirect control over the prices or timing of purchases made by the Independent
Agent on the open market. If open market purchases are not made, the shares
issued under the Plan will be from the authorized but unissued shares of Common
Stock of the Company.
17. What is the price of shares purchased for the Plan?
If the Company elects to satisfy the requirements of the Plan with shares
of Common Stock purchased on the open market, the price of such shares will be
the weighted average price at which the Independent Agent acquires the shares
plus a nominal brokerage commission and other fees. If the Company elects to
satisfy the requirements of the Plan with newly issued shares of Common Stock,
the price of such shares will be 100% of the average of the high and low sales
prices of the Company's Common Stock, based on the New York Stock Exchange
Composite Transactions on the respective Investment Date. This date is also the
transaction date that will appear on your statement of account.
18. Are any fees or expenses incurred by Participants?
All costs of administering the Plan will be paid by the Company, but
Participants will be required to pay a nominal brokerage commission and other
fees for shares purchased in the open market. Brokerage commissions will be a
discounted rate which is not expected to exceed $.10 per share. The brokerage
commission charged by the Independent Agent will appear on your Statement of
Account. Certain charges (see Question 31) may be incurred by Participants if
they withdraw from the Plan or if the Plan is discontinued by the Company.
REPORTS TO PARTICIPANTS
19. How will Participants be advised of their purchases of shares of Common
Stock?
As soon as practicable following each Investment Date on which shares are
purchased, you will receive a statement of your account. These statements are
your continuing record of the cost of your purchases and should be retained for
tax purposes. In addition, you will receive copies of the same communications
sent to every other registered shareholder of Common Stock including the
Company's annual report, interim reports, notice of annual meeting and proxy
statement, and certain income tax information.
CERTIFICATES
20. Will stock certificates be issued for shares of Common Stock acquired
under the Plan?
Certificates for shares of Common Stock acquired under the Plan will not be
issued. Certificates will be registered in the name of the Company or a nominee
as agent for the Participant. The number of shares credited to your Plan account
will be shown on your statement of account. This service protects against loss,
theft or destruction of stock certificates.
A certificate for any number of whole shares up to the full number of
shares credited to your Plan account will be issued to you if you so request in
writing (see Question 31). Such request should be mailed to Investor Services at
the address shown in Question 4.
Shares credited to your Plan account may not be pledged. If you wish to
pledge your shares, you must request that a certificate be issued in your name.
A certificate for fractional shares will not be issued under any circumstances.
21. In whose name will Plan accounts be maintained and certificates registered
when issued?
A Plan account for a shareholder that enrolls in the Plan will be
maintained in the shareholder's name(s) as shown on the Company's shareholder
records at the time the shareholder joins the Plan. An account for a
non-shareholder resident of the State of Florida will be maintained in the
name(s) indicated on the Enrollment Form. An account for an employee Participant
will be maintained in the name(s) indicated on the Payroll Deduction
Authorization Card. Certificates for whole shares of Common Stock will be so
registered when issued, except in instances such as death. Upon written request,
certificates can also be registered and issued in names other than the account
name, subject to compliance with any applicable laws and the payment by the
Participant of any applicable taxes, provided that the request bears the
signature(s) of the Participant(s) and the signature(s) is/are guaranteed by a
commercial bank or member firm of the New York Stock Exchange or American Stock
Exchange.
<PAGE>
SAFEKEEPING SERVICE FOR COMMON STOCK CERTIFICATES
22. What is the purpose of the Plan's Safekeeping Service for certificates
and how does it work?
The purpose of the Plan's Safekeeping Service is to permit Participants to
deposit all Common Stock certificates in their possession with Investor Services
for safekeeping. Deposited shares represented by Common Stock certificates will
be transferred into the name of the Company, as agent for Participants in the
Plan, and will be credited to the Participant's Plan account. Thereafter, the
shares will be treated in the same manner as shares purchased through the Plan.
23. What are the advantages of the Plan's Safekeeping Service?
The Plan's Safekeeping Service for stock certificates offers two significant
advantages to Participants. First, the risk associated with loss of your stock
certificates is eliminated. Second, because shares for safekeeping are treated
in the same manner as shares purchased through the Plan, they may be sold
through the Plan in a convenient and efficient manner.
24. How may Common Stock certificates be deposited with Investor Services?
Participants who wish to deposit their certificates of Common Stock for
safekeeping should send them, unsigned, to Investor Services with written
instructions to deposit them to their Plan account. We recommend that securities
be sent via registered mail.
25. May shares remain on deposit if participation in the Plan is discontinued?
No. Upon withdrawal from the Plan, Participants must elect to receive their
Plan Shares either in kind or in cash (see Questions 31 & 32).
CHANGING INVESTMENT OPTIONS
26. May investment options be changed?
Yes. You may make the following changes to your investment options:
(A) Begin or stop reinvesting cash dividends on all shares or less than
all shares registered in your name.
(B) Begin or stop receiving cash dividends on all or less than all whole
shares credited to your Plan account.
Even if you stop reinvesting cash dividends on all shares registered in
your name and/or credited to your Plan account, you may continue to make cash
investments.
27. How do Participants change their investment options?
Participants may change their investment options at any time by completing
the account correspondence stub attached to their statement of account, or by
submitting a written request to Investor Services. Changes will become effective
as soon as practicable after they are received.
28. How do employee Participants change or discontinue their payroll deductions?
The amount of payroll deductions can be changed or stopped at any time by
written notice to Investor Services using the Payroll Deduction Authorization
Card. Changing or discontinuing deductions will become effective as soon as
practicable.
<PAGE>
29. May employees stop their payroll deductions and still participate in the
Plan?
Yes. Employees who stop their payroll deductions may leave their shares in
the Plan. Investor Services will continue to maintain the shares in their Plan
accounts unless otherwise instructed. These employees may also continue to make
cash investments.
WITHDRAWING FROM THE PLAN
30. May Participants withdraw all or a portion of their shares from the Plan?
Yes. The Plan is entirely voluntary and Participants may withdraw all or a
portion of their shares at any time. You may request that a certificate be
issued or that your shares be sold and the cash proceeds forwarded to you.
Participants withdrawing all of their shares from the Plan automatically
terminate their participation in the Plan. However, any eligible shareholder,
non-shareholder resident of the State of Florida, or employee of the Company or
its Subsidiaries may elect to re-enroll at any time.
31. How do Participants withdraw all or a portion of their shares from the
Plan?
In order to withdraw from the Plan, Participants must notify Investor
Services in writing at the address shown in Question 4. Written notice may also
be provided by completing the reverse side of the account correspondence stub of
the statement of account.
If Participants' requests are for partial withdrawals, the Participants
must specify that Investor Services issue a certificate for, or instruct the
Independent Agent to sell, any number of whole shares credited to their Plan
account.
If Participants' requests are for full withdrawals, the Participants must
specify that Investor Services issue a certificate for, or instruct the
Independent Agent to sell, all of the whole shares credited to their Plan
account (see Question 32).
If Participants' requests are for their shares to be sold, Investor
Services will place a market order with the Independent Agent to sell those
shares as soon as practicable after receiving the requests. The Participants
will receive the proceeds of the sale less any brokerage commission and any
other fees as soon as practicable.
If Participants' requests for a full or partial withdrawal are received by
Investor Services on or after a Dividend Record Date for a dividend payment,
such requests will be processed as soon as practicable after the records have
been balanced for payment of the dividend and such dividend has been reinvested
in the participants' accounts. Requests received at any other time will be
processed as soon as practicable.
32. What happens to a fractional share when Participants terminate their
Plan accounts?
When Participants terminate their Plan accounts, a cash payment
representing any fractional share will be mailed directly to them as soon as
practicable. For Participants selling whole shares and fractional shares, the
price of the fractional share will be based upon the same price received for the
whole shares.
<PAGE>
For Participants receiving a certificate, the fractional share price will
be determined based upon the average of the high and low sales prices for the
Company's Common Stock based on the New York Stock Exchange Composite
Transactions on the date of termination.
INCOME TAXES
33. What are the federal income tax consequences of participation in the
Plan?
In general, Participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
Participants. This means that dividends reinvested under the Plan are taxable as
having been received even though the Participants did not actually receive them
in cash but, instead, used them to purchase additional shares under the Plan.
The Internal Revenue Service ruled with respect to a plan similar to the
Company's Plan that the full fair market value of shares purchased with
reinvested cash dividends is taxable as dividend income to the Participants.
The tax basis of newly issued shares acquired through reinvested cash
dividends, cash investments and payroll deductions is equal to the fair market
value of the Common Stock on the day the shares are purchased. The fair
market value for these shares is determined by calculating 100% of the average
of the high and low sales prices based on the New York Stock Exchange Composite
Transactions on the purchase date.
The tax basis of shares acquired in the open market is equal to the
purchase price per share (including brokerage commissions and other fees). The
purchase price is determined by calculating the weighted average price at which
the Independent Agent acquires the shares.
The holding period for the shares acquired under the Plan commences the day
after the applicable purchase date.
For further information as to the tax consequences of participation in the
Plan, you are advised to consult with your own tax advisor.
34. What provisions are made for foreign shareholders?
In the case of foreign shareholders who have elected to reinvest cash
dividends and whose cash dividends are subject to United States income tax
withholding, an amount equal to the cash dividends less the amount of tax
required to be withheld will be applied to the purchase of shares of Common
Stock.
Cash investments received from foreign shareholders must be in United
States currency and will be invested in the same manner as investments from
other Participants.
OTHER INFORMATION
35. What happens when Participants sell or transfer all of the shares
registered in their names?
If Participants dispose of all shares of Common Stock registered in their
names, Investor Services will continue to maintain the shares in their Plan
accounts unless otherwise instructed.
<PAGE>
36. What happens if the Company issues a stock dividend, declares a stock split,
or has a rights offering?
Any shares of Common Stock distributed by the Company as a stock dividend
on shares credited to your Plan account, or on any split of these shares, will
be credited to your Plan account. In a rights offering, your entitlement will be
based on your holdings, including those credited to your Plan account. Rights
from a rights offering applicable to shares credited to your Plan account,
however, will be sold by Investor Services. The proceeds will be credited to
your Plan account and applied as a cash investment to purchase shares of Common
Stock on the next Investment Date.
Participants wishing to be in a position to exercise such rights may
withdraw shares credited to their Plan accounts as described under Question 31
above.
37. How will shares held under the Plan be voted at meetings of
shareholders?
For each meeting of shareholders, you will receive a proxy which will
enable you to vote shares registered in your name and also shares credited to
your Plan account.
LEGALITY
Certain matters relating to the legality of the Common Stock offered hereby
will be passed upon for the Company by Kenneth E. Armstrong, Esq., Vice
President and General Counsel of the Company.
EXPERTS
The financial statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, incorporated herein by
reference, have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, to the extent and for the periods indicated in their report
with respect thereto. Said financial statements and schedules have been
incorporated herein by reference in reliance upon their report given on the
authority of said firm as experts in accounting and auditing.
The statements made herein and in the documents incorporated herein by
reference that relate to matters of law or express legal conclusions are made on
the authority of Kenneth E. Armstrong, Esq., Vice President and General Counsel
of the Company, as an expert, and are included herein on the authority of such
counsel.
<PAGE>
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Documents By Reference . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Description of the Plan. . . . . . . . . . . . . . . . . . . . . . . . . .4
Legality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or
incorporated by reference, and, if given or made, such other
information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
of these securities in any State to any person to whom it is unlawful
to make such offer or solicitation in such State. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that information is correct
as of any time subsequent to the date hereof.
<PAGE>
PROGRESS PLUS
STOCK PLAN
A low-cost investment plan
from
Florida Progress Corporation
Common Stock
(Without Par Value)
PROSPECTUS
Dated July ___, 1996
<PAGE>
PART II.
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee . . . . . . . . . . . . . . . . . $23,535
Accounting Fees and Expenses . . . . . . . . . . . . . .10,000*
Legal Fees and Blue Sky Expenses . . . . . . . . . . . .10,000*
Transfer Agent Fees and Expenses . . . . . . . . . . . . 5,000*
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . 1,465*
Total. . . . . . . . . . . . . . . . . . . . . . . . . $50,000*
__________________
*Estimated.
Item 15. 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
indemnity 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 underwriters, if any, will also agree to indemnify the directors and
officers of the Company against certain liabilities to the extent set forth in
the respective Underwriting Agreement.
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, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.
Item 16. Exhibits.
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 on March
30, 1992.)
4.(b)* - Rights Agreement, dated November 21, 1991, between the Company and
Chemical Bank (as successor to 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 on November 27, 1991.)
4.(c)* - Amended Articles of Incorporation, as amended, of 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 in
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. 2-79382)
filed with the SEC on September 17, 1982.)
4.(i)* - Thirty-Eighth Supplemental Indenture dated as of July 25, 1994,
between the Company 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) filed with the SEC on August
29, 1994.)
4.(j)* - Specimen Common Stock certificate of the Company. (Filed as Exhibit
4.(j) to the Company's Registration Statement on Form S-3 (No.
33-56873) filed with the SEC on December 15, 1994.)
5 - Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
Common Stock to be issued.
23.(a) - Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.(b) - Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.
24 - Powers of Attorney are included on the signature page of this
Registration Statement.
_________
* Incorporated herein by reference.
Item 17. 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-3 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 10th day of
July, 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 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,
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>
(1) /s/ JACK B. CRITCHFIELD Chairman, Chief Executive July 10, 1996
--------------------------------------------- Officer and Director
Jack B. Critchfield
Principal Executive Officer
(ii) /s/ JEFFREY R. HEINICKA Senior Vice President July 10, 1996
--------------------------------------------- and Chief Financial
Jeffrey R. Heinicka Officer
Principal Financial Officer
(iii) /s/ JOHN SCARDINO, JR. Vice President and July 10, 1996
--------------------------------------------- Controller
John Scardino, Jr.
Principal Accounting Officer
</TABLE>
II-4
<PAGE>
(iv) A majority of the Directors, including (i) above:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- ------------------------- -----------------
<S> <C> <C> <C>
/s/WILLARD D. FREDERICK, JR. Director July 10, 1996
-------------------------------------------
Willard D. Frederick, Jr.
/s/MICHAEL P. GRANEY Director July 10, 1996
-------------------------------------------
Michael P. Graney
/s/RICHARD KORPAN Director July 10, 1996
--------------------------------------------
Richard Korpan
/s/ CLARENCE V. McKEE Director July 10, 1996
--------------------------------------------
Clarence V. McKee
/s/VINCENT J. NAIMOLI Director July 10, 1996
-------------------------------------------
Vincent J. Naimoli
/s/RICHARD A. NUNIS Director July 10, 1996
-------------------------------------------
Richard A. Nunis
/s/CHARLES B. REED Director July 10, 1996
-------------------------------------------
Charles B. Reed
/s/JOAN D. RUFFIER Director July 10, 1996
-------------------------------------------
Joan D. Ruffier
/s/ROBERT T. STUART, JR. Director July 10, 1996
------------------------------------------
Robert T. Stuart, Jr.
/s/JEAN GILES WITTNER Director July 10, 1996
-------------------------------------------
Jean Giles Wittner
/TABLE
<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 on March 30, 1992.)
4.(b)* - Rights Agreement, dated November 21, 1991, between the Company
and Chemical Bank (as successor to 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 on November 27,
1991.)
4.(c)* - Amended Articles of Incorporation, as amended, of 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 in 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. 2-79382) filed with the SEC on
September 17, 1982.)
4.(i)* - Thirty-Eighth Supplemental Indenture dated as of July 25,
1994, between the Company 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) filed with the SEC on August 29, 1994.)
4.(j)* - Specimen Common Stock certificate of the Company. (Filed as
Exhibit 4.(j) to the Company's Registration Statement on Form
S-3 (No. 33-56873) filed with the SEC on December 15, 1994.)
5 - Opinion of Kenneth E. Armstrong, Esq. regarding the legality
of the Common Stock to be issued.
23.(a) - Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.(b) - Consent of Kenneth E. Armstrong, Esq. is contained in his
opinion filed as Exhibit 5.
24 - Powers of Attorney are included on the signature page of this
Registration Statement.
_________
* Incorporated herein by reference.
p:\benplans\prgls3.96
Florida Progress Corporation
3201 34th Street South
St. Petersburg, FL 33711
(813) 866-5153
EXHIBIT 5
July 10, 1996
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
Re: Progress Plus Stock Plan and Registration of 2,000,000
Additional Shares of Common Stock Without Par Value
Ladies and Gentlemen:
The Board of Directors of Florida Progress Corporation (the "Company") has
authorized the proper officers of the Company to file a Registration Statement
on Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") for the registration under the Securities Act of
1933, as amended, of 2,000,000 additional shares of the Company's Common Stock,
without par value (the "Additional Common Stock") to be issued under the
Company's Progress Plus Stock Plan (the "Plan"). Under the terms of the Plan,
the Additional Common Stock will be used to satisfy the requirements of Plan
participants and such shares will either be newly issued shares of the Company's
Common Stock, without par value (the "New Stock") or shares of the Company's
Common Stock purchased on the open market by an independent agent (the "Open
Market Stock").
As Vice President and General Counsel of the Company, I and members of the
Company's legal staff have participated in the preparation of the Registration
Statement, which the Company intends to file with the Commission on or about
July 10, 1996. I have examined a certified copy of the Restated Articles of
Incorporation and By-Laws of the Corporation, as amended to date, the
resolutions adopted by the Board of Directors of the Company authorizing the
issuance of the Additional Common Stock and the form of certificates for the New
Stock.
Based on 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;
2. When the following events shall have occurred:
a. the Registration Statement shall have become effective in
accordance with the Securities Act of 1933, as amended;
b. the shares of New Stock shall have been offered and sold as
provided in the Registration Statement, and the consideration
specified in the Registration Statement shall have been
received; and
c. the certificates representing such shares shall have been duly
executed, countersigned and issued by or on behalf of the
Company,
<PAGE>
Florida Progress Corporation
Page Two
July 10, 1996
the shares of New Stock when so offered and sold will be duly authorized,
validly issued, fully paid and non-assessable shares of the capital stock of the
Company and the shares of Open Market Stock will continue to be duly authorized,
validly issued and fully paid and nonassessable shares of the capital stock of
the Company.
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 captions Legality
and Experts in the Prospectus contained in such Registration Statement.
Very truly yours,
/s/Kenneth E. Armstrong
-----------------------------------
Vice President and General Counsel
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EXHIBIT 23.(a)
KPMG PEAT MARWICK LLP
P.O. Box 31002
St. Petersburg, FL 33732
The Board of Directors
Florida Progress Corporation
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
refers to a change in the method of accounting for income taxes.
/s/KPMG PEAT MARWICK LLP
July 9, 1996
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