As filed with the Securities and Exchange Commission on December 23, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 23, 1997
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Exact name of Registrant as
Commission specified in its charter, address State of I.R.S. Employer
File No. of principal executive offices, telephone Incorporation Identification No.
1-8349 FLORIDA PROGRESS CORPORATION Florida 59-2147112
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (813) 824-6400
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The address of neither registrant has changed since the last report.
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Item 5. Other Events
In light of ongoing securities offerings by Florida Progress Corporation
("Florida Progress") and its subsidiaries, including Florida Power Corporation
("Florida Power") and Progress Capital Holdings, Inc., the following information
is being presented pending distribution of the combined Florida Progress and
Florida Power Annual Report on Form 10-K for the year ended December 31, 1997:
Florida Progress issued an Investor News report dated December 23, 1997
concerning the lawsuit filed by the receiver of Mid-Continent Life Insurance
Company ("MCL"), Florida Progress' insurance subsidiary, against Florida
Progress as well as certain current and former officers and directors of
Florida Progress and MCL. A copy of the Investor News report is being furnished
herewith as Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number (by
reference to Item 601
of Regulation S-K) Description of Exhibit
99 Florida Progress Investor News report dated December 23,
1997 concerning the lawsuit filed by the receiver of
Mid-Continent Life Insurance Company ("MCL"), Florida
Progress' insurance subsidiary, against Florida Progress
as well as certain current and former officers and
directors of Florida Progress and MCL.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PROGRESS CORPORATION
/s/Kenneth E. McDonald
By:____________________________
Kenneth E. McDonald
Assistant Treasurer
Date: December 23, 1997
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99 Florida Progress Investor News report dated December 23,
1997 concerning the lawsuit filed by the receiver of
Mid-Continent Life Insurance Company ("MCL"), Florida
Progress' insurance subsidiary, against Florida Progress
as well as certain current and former officers and
directors of Florida Progress and MCL.
EXHIBIT 99
Florida Progress Corporation
Investor News - Oklahoma Insurance Commissioner Files Suit Against
Florida Progress Corporation
Analyst Contacts:
Mark A. Myers (813) 866-4245
Greg Beuris (813) 866-4442
Oklahoma Insurance Commissioner Files Suit Against
Florida Progress Corporation
St. Petersburg, Florida, December 23, 1997 -- Yesterday, the Insurance
Commissioner of the state of Oklahoma, John P. Crawford, filed suit against
Florida Progress Corporation and ten individuals including former and current
executives of Mid-Continent Life Insurance Company and Florida Progress.
The suit alleges breach of fiduciary duty, violations of Oklahoma law by the
defendants and that, because of the level of control exerted by Florida Progress
over Mid-Continent, the assets of Florida Progress should be made available to
Mid-Continent to satisfy Mid-Continent's policyholder and creditor claims. The
suit does not specify an amount for damages.
Florida Progress is confident that the Commissioner's allegations are completely
without merit, that it has been a very responsible parent as regards
Mid-Continent and it intends to vigorously defend itself against these charges.
Florida Progress regrets that the Commissioner filed suit against Florida
Progress instead of submitting a "plan of rehabilitation" as ordered by
Oklahoma District Court Judge James Blevins on May 27, 1997. Mid-Continent
currently remains in receivership as a result of the Judge's May ruling.
Mid-Continent has appealed the portion of the Judge's ruling that placed
Mid-Continent in receivership.
Florida Progress' investment in Mid-Continent is $87 million. The company is
evaluating whether a write-down of some or all of its investment in
Mid-Continent is necessary. The impact on 1997 earnings of a full write-down of
the investment and reserving for possible legal costs could range from $.90 to
$1.05 per share. A final decision is not expected before the company releases
its 1997 earnings results next month.
Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $6.1 billion. Its principal subsidiary is Florida Power, the
state's second-largest electric utility with about 1.3 million customers.
Diversified operations include coal mining, marine operations, rail services and
life insurance.
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