SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from.........to........
Commission file number 1-8349
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
263 13th Avenue South
St. Petersburg, Florida 33701-5511
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
<PAGE>
REQUIRED INFORMATION
The following financial statements for the plan are being furnished herewith:
Report of independent certified public accountant.
Audited statements of assets available for benefits as of December 31, 1997 and
1996, prepared in accordance with the applicable provisions of Article 6A of
Regulation S-X.
Audited statements of changes in assets available for benefits for the years
ended December 31, 1997, and 1996, prepared in accordance with the applicable
provisions of Article 6A of Regulation S-X.
Notes to financial statements.
Schedules of Assets held for investment purposes as of December 31, 1997.
Schedule of reportable 5% transactions for the year ended December 31, 1997.
<PAGE>
Report of Independent Certified Public Accountants
To the Investment Committee
of the Savings Plan for Employees
of Florida Progress Corporation
In our opinion, the accompanying statement of assets available for benefits and
the related statement of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of the
Savings Plan for Employees of Florida Progress Corporation at December 31, 1997
and 1996, and the changes in assets available for benefits for the years then
ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Investment Committee; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Plan's management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements, but is additional information
required by ERISA. The Fund Information in the statement of assets available for
benefits and the statement of changes in assets available for benefits is
presented for purposes of additional analysis rather than to present the assets
available for plan benefits and changes in assets available for benefits for
each fund. Schedules I and II and the Fund Information have been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/Price Waterhouse LLP
- -----------------------
Price Waterhouse LLP
Tampa, Florida
May 19, 1998
<PAGE>
<TABLE>
Savings Plan for Employees of Page 1 of 4
Florida Progress Corporation
Statement of Assets Available for Benefits
December 31, 1997 and 1996
(in thousands)
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
---------------------------------------------------------------------------------------------
Extended
Market Index Indexed Company Stable Aggressive Indexed
Equity Equity Stock Value Equity Bond
Assets Total Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investments
Extended Market Index Equity
Fund - (cost - $1,851 and $0
in 1997 and 1996, respectively) $ 1,784 $ 1,784 $ - $ - $ - $ - $ -
Indexed Equity Fund - (cost -
$81,294 and $50,600 in 1997 and
1996, respectively)* 99,750 - 99,750 - - - -
Company Stock Fund - (cost -
$67,440 and $86,997 in 1997 and
1996, respectively)* 115,105 - - 115,105 - - -
Stable Value Fund - (cost -
$94,476 and $98,398 in 1997 and
1996, respectively)* 94,476 - - - 94,476 -
Aggressive Equity Fund - (cost -
$55,811 and $51,208 in 1997 and
1996, respectively)* 63,737 - - - - 63,737 -
Indexed Bond Fund - (cost -
$3,112 and $250 in 1997 and 1996,
respectively) 3,161 - - - - - 3,161
International Growth Fund -
(cost - $5,616 and $630 in 1997
and 1996, respectively) 5,239 - - - - - -
Balanced Conservative Fund -
(cost - $5,440 and $1,069 in 1997
and 1996, respectively) 5,635 - - - - - -
Balanced Moderate Fund - (cost -
$28,423 and $17,570 in 1997 and
1996, respectively)* 30,861 - - - - - -
Balanced Growth Fund - (cost -
$11,565 and $2,288 in 1997 and
1996, respectively) 12,475 - - - - - -
Echelon Stock Fund - (cost -
$1,493 and $2,339 in 1997 and
1996, respectively) 3,860 - - - - - -
Loan Fund - (cost - $19,228
and $18,497 in 1997 and 1996,
respectively) 19,228 - - - - - -
-------------- ------------- ------------- ----------- ---------- ------------ -----------
455,311 1,784 99,750 115,105 94,476 63,737 3,161
Cash -
Administrative working funds 326 - - 326 - - -
Member and company
contributions receivable - - - - - - -
-------------- ------------- ------------- ----------- ---------- ------------ -----------
Total assets 455,637 1,784 99,750 115,431 94,476 63,737 3,161
-------------- ------------- ------------- ----------- ---------- ------------ -----------
Assets available for benefits $ 455,637 $ 1,784 $ 99,750 $ 115,431 $94,476 $ 63,737 $ 3,161
============== ============= ============= =========== ========== ============ ===========
* Represents 5% or more of assets available for benefits.
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 2 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 2 of 4
Florida Progress Corporation
Statement of Assets Available for Benefits
December 31, 1997 and 1996
(in thousands)
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
--------------------------------------------------------------------------------
International Balanced Balanced Balanced Echelon
Growth Conservative Moderate Growth Stock Loan
Assets Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investments
Extended Market Index Equity Fund -
(cost - $1,851 and $0 in 1997 and
1996, respectively) $ - $ - $ - $ - $ - $ -
Indexed Equity Fund - (cost -
$81,294 and $50,600 in 1997 and
1996, respectively)* - - - - - -
Company Stock Fund - (cost -
$67,440 and $86,997 in 1997
and 1996, respectively)* - - - - - -
Stable Value Fund - (cost -
$94,476 and $98,398 in 1997 and
1996, respectively)* - - - - - -
Aggressive Equity Fund - (cost -
$55,811 and $51,208 in 1997
and 1996, respectively)* - - - - - -
Indexed Bond Fund - (cost -
$3,112 and $250 in 1997 and
1996, respectively) - - - - - -
International Growth Fund - (cost -
$5,616 and $630 in 1997 and
1996, respectively) 5,239 - - - - -
Balanced Conservative Fund -
(cost - $5,440 and $1,069 in 1997
and 1996, respectively) - 5,635 - - - -
Balanced Moderate Fund - (cost -
$28,423 and $17,570 in 1997 and
1996, respectively)* - - 30,861 - - -
Balanced Growth Fund - (cost -
$11,565 and $2,288 in 1997 and
1996, respectively) - - - 12,475 - -
Echelon Stock Fund - (cost -
$1,493 and $2,339 in 1997 and
1996, respectively) - - - - 3,860 -
Loan Fund - (cost - $19,228
and $18,497 in 1997 and 1996,
respectively) - - - - - 19,228
--------------- -------------- ----------- ------------ ------------ -----------
5,239 5,635 30,861 12,475 3,860 19,228
Cash -
Administrative working funds - - - - - -
Member and company
contributions receivable - - - - - -
--------------- -------------- ----------- ------------ ------------ -----------
Total assets 5,239 5,635 30,861 12,475 3,860 19,228
--------------- -------------- ----------- ------------ ------------ -----------
Assets available for benefits $ 5,239 $ 5,635 $ 30,861 $ 12,475 $ 3,860 $19,228
=============== ============== =========== ============ ============ ===========
* Represents 5% or more of assets available for benefits.
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 3 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 3 of 4
Florida Progress Corporation
Statement of Assets Available for Benefits
December 31, 1997 and 1996
(in thousands)
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996
-----------------------------------------------------------------------------------
Indexed Company Stable Aggressive Indexed
Equity Stock Value Equity Bond
Assets Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investments
Indexed Equity Fund - (cost -
$81,294 and $50,600 in 1997
and 1996, respectively)* $ 52,513 $ 52,513 $ - $ - $ - $ -
Company Stock Fund - (cost -
$67,440 and $86,997 in
1997 and 1996, respectively)* 133,047 - 133,047 - - -
Stable Value Fund - (cost -
$94,476 and $98,398 in 1997
and 1996, respectively)* 98,398 - - 98,398 - -
Aggressive Equity Fund - (cost -
$55,811 and $51,208 in 1997
and 1996, respectively)* 49,997 - - - 49,997 -
Indexed Bond Fund - (cost -
$3,112 and $250 in 1997
and 1996, respectively 250 - - - - 250
International Growth Fund - (cost -
$5,616 and $630 in 1997 and
1996, respectively) 625 - - - - -
Balanced Conservative Fund -
(cost - $5,440 and $1,069 in 1997
and 1996, respectively) 1,051 - - - - -
Balanced Moderate Fund -
(cost - $28,423 and $17,570
in 1997 and 1996, respectively) 17,415 - - - - -
Balanced Growth Fund - (cost -
$11,565 and $2,288 in 1997
and 1996, respectively) 2,243 - - - - -
Echelon Stock Fund - (cost -
$1,493 and $2,339 in 1997
and 1996, respectively) 4,246 - - - - -
Loan Fund - (cost - $19,228
and $18,497 in 1997 and
1996, respectively) 18,497 - - - - -
------------- ------------ ------------ ------------ ------------ ------------
378,282 52,513 133,047 98,398 49,997 250
Cash -
Administrative working funds 115 - 115 - - -
Members and company
contributions receivable 1,090 211 179 279 284 4
------------- ------------ ------------ ------------ ------------ ------------
Total assets 379,487 52,724 133,341 98,677 50,281 254
------------- ------------ ------------ ------------ ------------ ------------
Assets available for benefits $ 379,487 $ 52,724 $ 133,341 $ 98,677 $ 50,281 $ 254
============= ============ ============ ============ ============ ============
*Represents 5% or more of assets available for benefits.
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 4 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 4 of 4
Florida Progress Corporation
Statement of Assets Available for Benefits
December 31, 1997 and 1996
(in thousands)
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996
------------------------------------------------------------------------------------
International Balanced Balanced Balanced Echelon
Growth Conservative Moderate Growth Stock Loan
Assets Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investments
Indexed Equity Fund - (cost -
$81,294 and $50,600 in 1997
and 1996, respectively)* $ - $ - $ - $ - $ - $ -
Company Stock Fund - (cost -
$67,440 and $86,997 in 1997
and 1996, respectively)* - - - - - -
Stable Value Fund - (cost -
$94,476 and $98,398 in 1997
and 1996, respectively)* - - - - - -
Aggressive Equity Fund - (cost -
$55,811 and $51,208 in 1997
and 1996, respectively)* - - - - - -
Indexed Bond Fund - (cost -
$3,112 and $250 in 1997
and 1996, respectively) - - - - - -
International Growth Fund -
(cost - $5,616 and $630 in 1997
and 1996, respectively) 625 - - - - -
Balanced Conservative Fund -
(cost - $5,440 and $1,069 in
1997 and 1996, respectively) - 1,051 - - - -
Balanced Moderate Fund -
(cost - $28,423 and $17,570 in
1997 and 1996, respectively) - - 17,415 - - -
Balanced Growth Fund -
(cost - $11,565 and $2,288 in
1997 and 1996, respectively) - - - 2,243 - -
Echelon Stock Fund - (cost -
$1,493 and $2,339 in 1997
and 1996, respectively) - - - - 4,246 -
Loan Fund - (cost - $19,228
and $18,497 in 1997 and
1996, respectively) - - - - - 18,497
--------------- ------------ ------------ ----------- ------------- ------------
625 1,051 17,415 2,243 4,246 18,497
Cash -
Administrative working funds - - - - - -
Members and company
contributions receivable 16 7 73 37 - -
--------------- ------------ ------------ ----------- ------------- ------------
Total assets 641 1,058 17,488 2,280 4,246 18,497
--------------- ------------ ------------ ----------- ------------- ------------
Assets available for benefits $ 641 $ 1,058 $ 17,488 $ 2,280 $ 4,246 $18,497
=============== ============ ============ =========== ============= ============
* Represents 5% or more of assets available for benefits.
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 5 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 1 of 5
Florida Progress Corporation
Statement of Changes in Assets Available for Benefits
For the Years Ended December 31, 1997 and 1996 (in thousands)
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
--------------------------------------------------------------------
Extended
Market Index Indexed Company Stable
Equity Equity Stock Value
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 19,611 $ 98 $ 1,953 $ 6,764 $ 5,327
----------- -------------- ------------ ------------ ----------
Total investment income 19,611 98 1,953 6,764 5,327
----------- -------------- ------------ ------------ ----------
Net investment gains (losses) -
Realized gains (losses) on investments 23,600 (9) 3,358 17,465 -
Unrealized appreciation (depreciation)
of investment 31,508 (67) 16,565 1,978 -
----------- -------------- ------------ ------------ ----------
Total net investment gains (losses) 55,108 (76) 19,923 19,443 -
----------- -------------- ------------ ------------ ----------
Contributions -
Members 20,500 52 4,800 2,870 4,143
Company, net of forfeitures 8,848 17 1,973 1,287 2,021
----------- -------------- ------------ ------------ ----------
Total contributions 29,348 69 6,773 4,157 6,164
----------- -------------- ------------ ------------ ----------
Withdrawals and expenses -
Members' withdrawals 27,904 14 3,928 8,405 9,701
Administrative expenses 13 6 - 7 -
----------- -------------- ------------ ------------ ----------
Total withdrawals and expenses 27,917 20 3,928 8,412 9,701
----------- -------------- ------------ ------------ ----------
Net change during the year
prior to interfund transfers 76,150 71 24,721 21,952 1,790
Interfund transfers - 1,713 22,305 (39,862) (5,991)
----------- -------------- ------------ ------------ ----------
Net change during the year 76,150 1,784 47,026 (17,910) (4,201)
Assets available for benefits -
Beginning of year 379,487 - 52,724 133,341 98,677
----------- -------------- ------------ ------------ ----------
End of year $ 455,637 $ 1,784 $ 99,750 $ 115,431 $ 94,476
=========== ============== ============ ============ ==========
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 6 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 2 of 5
Florida Progress Corporation
Statement of Changes in Assets Available for Benefits
For the Years Ended December 31, 1997 and 1996 (in thousands)
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
----------------------------------------------------------------
Aggressive Indexed International Balanced
Equity Bond Growth Conservative
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 1,499 $ 99 $ 220 $ 259
-------------- --------------- --------------- --------------
Total investment income 1,499 99 220 259
-------------- --------------- --------------- --------------
Net investment gains (losses) -
Realized gains (losses) on investments 898 6 48 70
Unrealized appreciation (depreciation)
of investment 9,131 49 (371) 214
-------------- --------------- --------------- --------------
Total net investment gains (losses) 10,029 55 (323) 284
-------------- --------------- --------------- --------------
Contributions -
Members 5,125 150 536 222
Company, net of forfeitures 2,182 48 204 81
-------------- --------------- --------------- --------------
Total contributions 7,307 198 740 303
-------------- --------------- --------------- --------------
Withdrawals and expenses -
Members' withdrawals 2,896 108 176 289
Administrative expenses - - - -
-------------- --------------- --------------- --------------
Total withdrawals and expenses 2,896 108 176 289
-------------- --------------- --------------- --------------
Net change during the year
prior to interfund transfers 15,939 244 461 557
Interfund transfers (2,483) 2,663 4,137 4,020
-------------- --------------- --------------- --------------
Net change during the year 13,456 2,907 4,598 4,577
Assets available for benefits -
Beginning of year 50,281 254 641 1,058
-------------- --------------- --------------- --------------
End of year $ 63,737 $ 3,161 $ 5,239 $ 5,635
============== =============== =============== ==============
The accompanying Notes to Financial Statements are an
integral part of these financial statements
- 7 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 3 of 5
Florida Progress Corporation
Statement of Changes in Assets Available for Benefits
For the Years Ended December 31, 1997 and 1996 (in thousands)
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
-------------------------------------------------------------------
Balanced Balanced Echelon
Moderate Growth Stock Loan
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 1,346 $ 489 $ - $ 1,557
--------------- --------------- ---------------- --------------
Total investment income 1,346 489 - 1,557
--------------- --------------- ---------------- --------------
Net investment gains (losses) -
Realized gains (losses) on investments 377 217 1,170 -
Unrealized appreciation (depreciation)
of investment 2,593 956 460 -
--------------- --------------- ---------------- --------------
Total net investment gains (losses) 2,970 1,173 1,630 -
--------------- --------------- ---------------- --------------
Contributions -
Members 1,653 949 - -
Company, net of forfeitures 635 400 - -
--------------- --------------- ---------------- --------------
Total contributions 2,288 1,349 - -
--------------- --------------- ---------------- --------------
Withdrawals and expenses -
Members' withdrawals 998 662 268 459
Administrative expenses - - - -
--------------- --------------- ---------------- --------------
Total withdrawals and expenses 998 662 268 459
--------------- --------------- ---------------- --------------
Net change during the year
prior to interfund transfers 5,606 2,349 1,362 1,098
Interfund transfers 7,767 7,846 (1,748) (367)
--------------- --------------- ---------------- --------------
Net change during the year 13,373 10,195 (386) 731
Assets available for benefits -
Beginning of year 17,488 2,280 4,246 18,497
--------------- --------------- ---------------- --------------
End of year $ 30,861 $ 12,475 $ 3,860 $ 19,228
=============== =============== ================ ==============
The accompanying Notes to Financial Statements are an
integral part of these financial statements
- 8 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 4 of 5
Florida Progress Corporation
Statement of Changes in Assets Available for Benefits
For the Years Ended December 31, 1997 and 1996 (in thousands)
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996
-------------------------------------------------------------------------------
Indexed Company Stable Aggressive Indexed
Equity Stock Value Equity Bond
Total Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 18,060 $ 1,427 $ 8,628 $ 5,581 $ 395 $ 1
------------ ----------- ----------- ----------- ----------- ---------
Total investment income 18,060 1,427 8,628 5,581 395 1
------------ ----------- ----------- ----------- ----------- ---------
Net investment gains (losses) -
Realized gains (losses) on
investments 46,825 18,754 8,341 - 16,066 -
Unrealized appreciation
(depreciation) of investment (43,347) (10,985) (19,038) - (12,604) -
------------ ----------- ----------- ----------- ----------- ---------
Total net investment gains (losses) 3,478 7,769 (10,697) - 3,462 -
------------ ----------- ----------- ----------- ----------- ---------
Contributions
Members 17,404 2,494 3,766 5,196 4,760 2
Company, net of forfeitures 8,257 1,192 1,840 2,573 2,074 5
------------ ----------- ----------- ----------- ----------- ---------
Total contributions 25,661 3,686 5,606 7,769 6,834 7
------------ ----------- ----------- ----------- ----------- ---------
Withdrawals and expenses -
Members' withdrawals 31,195 2,671 13,843 10,569 2,410 1
Administrative expenses 71 1 65 3 2 -
------------ ----------- ----------- ----------- ----------- ---------
Total withdrawals and expenses 31,266 2,672 13,908 10,572 2,412 1
------------ ----------- ----------- ----------- ----------- ---------
Net change during the year
prior to interfund transfers 15,933 10,210 (10,371) 2,778 8,279 7
Interfund transfers - 3,948 (11,733) (6,125) 5,365 247
------------ ----------- ----------- ----------- ----------- ---------
Net change during the year 15,933 14,158 (22,104) (3,347) 13,644 254
Assets available for benefits -
Beginning of year 363,554 38,566 155,445 102,024 36,637 -
------------ ----------- ----------- ----------- ----------- ---------
End of year $ 379,487 $ 52,724 $ 133,341 $ 98,677 $ 50,281 $ 254
============ =========== =========== =========== =========== =========
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 9 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Page 5 of 5
Florida Progress Corporation
Statement of Changes in Assets Available for Benefits
For the Years Ended December 31, 1997 and 1996 (in thousands)
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996
----------------------------------------------------------------------------------
International Balanced Balanced Balanced Echelon
Growth Conservative Moderate Growth Stock Loan
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income -
Interest and dividends $ 17 $ 19 $ 637 $ 55 $ - $ 1,300
-------------- ------------- ----------- ----------- ---------- ----------
Total investment income 17 19 637 55 - 1,300
-------------- ------------- ----------- ----------- ---------- ----------
Net investment gains (losses) -
Realized gains (losses) on
investments - - 3,664 - - -
Unrealized appreciation
(depreciation) of investment (5) (18) (2,559) (45) 1,907 -
-------------- ------------- ----------- ----------- ---------- ----------
Total net investment gains (losses) (5) (18) 1,105 (45) 1,907 -
-------------- ------------- ----------- ----------- ---------- ----------
Contributions -
Members 8 3 1,156 19 - -
Company, net of forfeitures 19 9 500 45 - -
-------------- ------------- ----------- ----------- ---------- ----------
Total contributions 27 12 1,656 64 - -
-------------- ------------- ----------- ----------- ---------- ----------
Withdrawals and expenses -
Members' withdrawals - - 995 2 - 704
Administrative expenses - - - - - -
-------------- ------------- ----------- ----------- ---------- ----------
Total withdrawals and expenses - - 995 2 - 704
-------------- ------------- ----------- ----------- ---------- ----------
Net change during the year
prior to interfund transfers 39 13 2,403 72 1,907 596
Interfund transfers 602 1,045 2,328 2,208 2,339 (224)
-------------- ------------- ----------- ----------- ---------- ----------
Net change during the year 641 1,058 4,731 2,280 4,246 372
Assets available for benefits -
Beginning of year - - 12,757 - - 18,125
-------------- ------------- ----------- ----------- ---------- ----------
End of year $ 641 $ 1,058 $ 17,488 $ 2,280 $ 4,246 $ 18,497
============== ============= =========== =========== ========== ==========
The accompanying Notes to Financial Statements are an
integral part of these financial statements.
- 10 -
</TABLE>
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
1. Description of Plan and Summary of Accounting Policies:
The following description of the Savings Plan for Employees of Florida
Progress Corporation (Plan or Savings Plan) provides only general
information. Participants should refer to the Savings Plan Summary Plan
Description/Prospectus, as amended, which is part of the "You & Your
Company: A Strategic Partnership" employee handbook and the "About Your
Plan" booklet, which is part of the "The Power to Plan Your Future" package
from The Vanguard Group, Inc. for more complete descriptions of the Plan's
provisions.
The Plan is a qualified defined contribution plan subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA"). An
employee of the Participating Companies (as defined below) is eligible to
participate in the Plan if he or she has completed at least six months of
uninterrupted employment or worked at least 1,000 hours in a twelve-month
period. Participation in the Plan is voluntary. Effective April 1, 1998,
the Plan was amended to provide immediate eligibility upon employment for
making employee contributions (either pre-tax or after-tax). Employees
become eligible to receive matching employer contributions on employee
contributions made after completing at least six months of uninterrupted
employment or having worked at least 1,000 hours in a twelve-month period.
The following companies participated in the Plan during the year ended
December 31, 1997:
Florida Progress Corporation
Florida Power Corporation
Electric Fuels Corporation
Progress Energy Corporation
Effective January 1, 1997, Talquin Development Company and Advanced
Separation Technologies Incorporated no longer participated in the Plan.
Contributions
Eligible employees may elect to contribute up to 16% of their annual base
pay and may designate these contributions as either Regular Savings
after-tax and/or 401(k) pretax dollars. Each participating company
contributes each month (each pay period effective January 1, 1997) an
amount equal to 75% of the employees' contributions, up to 6% of base pay.
Prior to January 1, 1997, each participating company contributed employer
matching contributions monthly, in the amount equal to 65% of the
employees' eligible contributions, up to 6% of base pay. Individual
corporations, achieving certain predetermined goals and participating in
the special company contribution portion of the Savings Plan, could make an
additional contribution of 5% for each of two goals achieved (up to a
maximum of 10%) on up
-11-
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
to 6% of eligible employee contributions to Regular Savings or 401(k). All
corporations who participated in the special company contribution portion
of the Savings Plan achieved a portion of their individual Savings Plan
goals in 1996, resulting in additional special contributions of $1,090.
Participant Accounts
A separate account is maintained for each investment option of a
participant by type of contribution. Plan earnings are allocated and
credited to the account monthly (daily effective November 1, 1996), based
on the adjusted balance of each participant's account. Forfeitures of
non-vested employer contributions by terminated participants may be used to
reduce employer matching contributions.
Vesting
Participants are immediately vested in their Regular Savings and 401(k)
contributions and earnings thereon. The Company Match Account and the
earnings thereon, vest gradually based on the following Years of Continuous
Service schedule.
Years of Continuous Service Vested Percentage
--------------------------- -----------------
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
A year of Continuous Service is earned when a participant works at least
1,000 hours in a calendar year. A participant will also become fully vested
in the employer contributions and earnings thereon upon death, disability,
attainment of normal retirement or termination of the Plan.
Payment of Benefits
Upon separation of service due to termination, death, disability or
retirement (after age 55), participants can elect to leave their account
balance within the Plan, for any length of time up to age 70, or elect to
receive a lump-sum amount equal to the value of their account balance, or
select from a menu of installment payment options. Although no further
employee contributions are allowed, terminated or retired employees may
continue to exchange amounts among the investment options. The amounts of
deferred vested benefits payable to terminated or retired participants at
December 31, 1997 and 1996 were $73,556 and $56,213, respectively. Benefits
are recorded when paid.
-12-
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
Loans to Participants
All actively employed Savings Plan participants with available account
balances may apply for a loan from their own Plan account. No loan shall
exceed the lesser of fifty thousand dollars or one-half of the
participant's vested Savings Plan account balance. The amount of each
individual loan will be collateralized with an equivalent portion of the
participant's Savings Plan account balance. This amount will be transferred
from the participant's account and placed in a separate Loan Fund. A
participant is permitted a maximum of four outstanding loans at any one
time. Each loan shall bear interest at a reasonable rate, as determined by
the Investment Committee for the Savings Plan for Employees' Trust of
Florida Progress Corporation ("Investment Committee"). Effective October
1991, the loan interest rate is determined on a quarterly basis, using the
Florida Savings Certificate of Deposit rate as published in The Wall Street
Journal, as its primary factor. Interest charged on employee loans is
credited to the individual participant accounts.
Effective November 1, 1996, with the conversion to The Vanguard Group,
Inc., a participant can choose repayment terms on a new loan ranging from 6
to 60 months. Repayments are made via payroll deduction for active regular
employees, by Automated Clearing House ("ACH") payment for active
non-regular employees and by direct payment to the Savings Plan for
inactive participants. Additionally, participants can elect to prepay all
or a portion of their outstanding loan balance at any time during the term
of the loan. Repayments are returned to each participant account (reducing
the outstanding Loan Fund balance). Excess loan repayments of principal and
interest over new loans issued during the year are reflected as interfund
transfers for reinvestment to the respective investment funds. Deficits are
reflected as transfers out of the investment funds to the loan fund.
Plan Termination
It is the intention of the Company that the Plan continue in operation;
however, the Company has the right to amend the Plan, discontinue its
contributions at any time, and/or to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported
-13-
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year manner of presentation. These
amounts do not have a material impact on the financial statements taken as
a whole.
2. Investments:
Effective November 1, 1996, the Plan Trustee was changed from Chase
Manhattan Bank - Global Investor Services to The Vanguard Group,
Incorporated; also at that time, the recordkeeper was changed from Hewitt
Associates LLP to The Vanguard Group, Incorporated.
Upon enrollment in the Plan, participants may direct employee and the
participating company contributions in any of the following investment
options (with the exception of the Echelon Stock Fund):
Extended Market Index Equity Fund - Effective November 3, 1997, the
Extended Market Index Equity Fund was added to the investment choices of
the Savings Plan. This fund seeks to track the performance of the Wilshire
4500 Equity Index, a broadly diversified stock index of medium-size and
small U.S. companies. Since none of these stocks are included in the
Standard & Poor's 500 Composite Stock Price Index - the index that another
Plan investment choice, the S&P Indexed Equity Fund, seeks to track - - the
Extended Market Index Equity Fund was added to complement the S&P Indexed
Equity Fund.
Indexed Equity Fund - Seeks to provide long-term growth of capital and
income from dividends by holding all of the 500 stocks that make up the
unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Company Stock Fund - Invests in Florida Progress Corporation common stock
to provide the possibility of long-term growth through increases in the
value of the stock and the reinvestment of its dividends.
Stable Value Fund - Seeks to preserve the value of your original investment
and provide an attractive level of interest by investing primarily in
investment contracts issued by insurance companies and banks, and other
similar types of fixed-principal investments. It is designed to maintain a
constant $1.00 share value.
-14-
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
Aggressive Equity Fund - Invests in a portfolio of stocks in certain
emerging industry groups that offer above-average long-term growth
potential. Current income is only an incidental consideration.
Indexed Bond Fund - Seeks to provide a high level of interest income by
attempting to match the performance of the unmanaged Lehman Brothers
Aggregate Bond Index, a widely recognized measure of the entire taxable
U.S. bond market.
International Growth Fund - Seeks to provide long-term growth of capital by
investing in stocks of high-quality, seasoned companies based outside the
United States. Stocks are selected from more than 15 countries.
Balanced Conservative Fund - Seeks to provide a high level of income and
moderate long-term growth of capital and income by investing in five
Vanguard funds: a domestic stock fund, an international stock fund, two
bond funds, and an asset allocation fund.
Balanced Moderate Fund - (formerly named the Balanced Fund) Seeks to
provide a reasonable level of income and long-term growth of capital and
income by investing in four Vanguard funds: a domestic stock fund, an
international stock fund, a bond fund, and an asset allocation fund.
Balanced Growth Fund - Seeks to provide long-term growth of capital by
investing in four Vanguard funds: a domestic stock fund, an international
stock fund, a bond fund, and an asset allocation fund.
Echelon Stock Fund - A special temporary stock fund within the Plan was
created on December 19, 1996 by a stock dividend allocated to participants
with account balances in the Company Stock Fund in a ratio of one share of
Echelon International Corporation for every fifteen shares of Florida
Progress Corporation stock held within the Savings Plan.
Effective April 1, 1998, the Echelon Fund became frozen to all participant
activity at which time an orderly liquidation of all remaining Echelon Fund
shares was begun. This liquidation was completed on April 23, 1998, with
the proceeds being transferred to the Company Stock Fund for the affected
participants.
Effective January 1, 1996, the frozen Employee Stock Ownership Plan
("ESOP") was merged with the Company Stock Fund to create an active ESOP
within the defined contribution plan. Prior year fund balances have been
restated to conform with current year presentation.
Prior to November 1996, the valuation of each fund, with the exception of
the Stable Value Fund, was determined at the end of each month based on
published prices. The valuation of the
-15-
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
Stable Value Fund was determined at the end of each month based on invested
principal and accumulated interest paid at contracted rates. Each
employee's account value was based on the most recent valuation. The Stable
Value Fund included investment contract arrangements whereby a specified
rate of return was guaranteed by a creditworthy insurance company or bank
for a specified period (six months). If the return on the underlying
investments was different from the guaranteed rate of return during the
guarantee period, that difference was factored into the guaranteed rate of
return for the subsequent period. The underlying investments included U.S.
Government, U.S. Government agency and corporate fixed-income securities.
Effective with the change in Trustee on November 1, 1996, the valuation of
all funds occurs daily. Each mutual fund's (the "Fund") share price or (net
asset value) per share is determined by dividing the total market value of
the Fund's investments and other assets, less any liabilities, by the
number of outstanding shares of the Fund. Net asset value is determined as
of the regular close of the New York Stock Exchange (generally 4:00 p.m.
Eastern time) on each day the exchange is open for trading.
The dividends for the Indexed Bond Fund and the Stable Value Fund are
accrued daily and are distributed monthly in the form of reinvested shares.
The dividends are computed and declared daily as of the regular close of
business and are payable to participants of record as of the prior business
day. In other words, participants whose purchases of shares are effective
today will receive the dividend beginning tomorrow. For redemptions,
participants will receive the dividend up to and including the day of
redemption.
The Stable Value Fund's investment contracts are carried at contract value,
which represents contributions made plus interest accrued at the contract
rate, less withdrawals. These contractual arrangements consist of
investments in securities together with contracts under which a bank or
other creditworthy institution provides for benefit-responsive withdrawals
by participants at contract value.
Purchases and sales of investments are recorded on the trade date with
gains and losses determined by using an average cost basis for investments.
Unrealized appreciation or depreciation is recorded based on the market
value of investments on the valuation date. When Florida Progress
Corporation common stock is distributed from the Company Stock Fund to
participants in settlement of their accounts, these funds recognize gains
or losses equal to the difference between average cost and the quoted
market value of the shares distributed.
3. Expenses of the Plan:
The Company pays a portion of the expenses for services necessary for the
administration of the Plan.
-16-
<PAGE>
Savings Plan for Employees of
Florida Progress Corporation
Notes to Financial Statements
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
4. Reconciliation of Financial Statements to Form 5500:
The realized gains and unrealized appreciation (depreciation) of the Plan
assets reported in the financial statements are $23,600 and $31,508 and
$46,825 and ($43,347) for 1997 and 1996, respectively. The calculation of
these amounts is based on the historical cost of the assets. However, when
the Plan files its Form 5500, these amounts are required to be calculated
based on the fair market value of Plan assets as of the previous year-end.
Using this calculation method, the amount of realized gains (losses) and
unrealized appreciation (depreciation) is $4,871 and $50,237 and $12,569
and ($9,091), for 1997 and 1996, respectively.
5. Tax Status and Federal Income Taxes:
The Internal Revenue Service has determined and informed the Company by a
letter dated June 13, 1996, that the Plan is a qualified employees' trust
under Section 401(a) of the Internal Revenue Code (Code). As such, the Plan
is exempt from federal income taxes under Section 501(a).
-17-
<PAGE>
<TABLE>
Savings Plan for Employees of Schedule I
Florida Progress Corporation Page 1 of 2
Item 27a - Schedule of Assets Held for Investment Purposes at
December 31, 1997
(Dollar and share amounts in thousands)
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
--------------------------------------------
Number of
Shares or
Identity of Issue Principal Current
and Title of Issue Amount Cost Value
- ------------------ -------------- ------------ -------------
<S> <C> <C> <C>
EXTENDED MARKET INDEX EQUITY FUND
- ---------------------------------
Mutual Fund -
Vanguard Index Trust
Extended Market Portfolio 58 $ 1,851 $ 1,784
============ =============
INDEXED EQUITY FUND
- -------------------
Mutual Fund -
Vanguard Index Trust 500
Portfolo 1,107 $ 81,294 $ 99,750
============ =============
COMPANY STOCK FUND
- ------------------
Common Stock of Florida
Progress Corporation 9,824 $ 67,440 $ 115,105
============ =============
STABLE VALUE FUND
- -----------------
Structured Investment
Contracts $94,476 $ 94,476 $ 94,476
============ =============
AGGRESSIVE EQUITY FUND
- ----------------------
Mutual Fund -
Putnam New Opportunities Fund 1,310 $ 55,811 $ 63,737
============ =============
INDEXED BOND FUND
- -----------------
Mutual Fund -
Vanguard Total Bond Market Portfolio 313 $ 3,112 $ 3,161
============ =============
INTERNATIONAL GROWTH FUND
- -------------------------
Mutual Fund -
Vanguard International
Growth Portfolio 320 $ 5,616 $ 5,239
============ =============
BALANCED CONSERVATIVE FUND
- --------------------------
Mutual Fund -
Vanguard LifeStrategy Conservative
Growth Portfolio 421 $ 5,440 $ 5,635
============ =============
The preceding Notes to Financial Statements are an
integral part of these financial statements.
- 18 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Schedule I
Florida Progress Corporation Page 2 of 2
Item 27a - Schedule of Assets Held for Investment Purposes at
December 31, 1997
(Dollar and share amounts in thousands)
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
1997
----------------------------------------
Number of
Shares or
Identity of Issue Principal Market
and Title of Issue Amount Cost Value
- ------------------ ------------ ------------ ------------
<S> <C> <C> <C>
BALANCED MODERATE FUND
- ----------------------
Mutual Fund -
Vanguard LifeStrategy Moderate
Growth Portfolio 2,084 $ 28,423 $ 30,861
============ ============
BALANCED GROWTH FUND
- --------------------
Mutual Fund -
Vanguard LifeStrategy
Growth Portfolio 778 $ 11,565 $ 12,475
============ ============
ECHELON STOCK FUND
- ------------------
Common Stock of Echelon
International Corporation 245 $ 1,493 $ 3,860
============ ============
LOAN FUND
- ---------
Loans other than mortgages with
interest rates ranging from 6.25% to 9.0%,
maturing at various times up to five years $ 19,228 $ 19,228 $ 19,228
============ ============
The preceding Notes to Financial Statements are an
integral part of these financial statements.
- 19 -
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of Florida Progress Corporation Schedule II
Item 27d - Schedule of Reportable Transactions* For the Year Ended December 31,
1997
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION> Current Value
Expense of Asset
Identity of Purchase Selling Lease Incurred with Cost of on Transaction
Party Involved Description of Asset Price Price Rental Transaction Asset Date Net Gain
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Vanguard
Group Indexed Equity Fund $81,370,702 $ -- $ -- $ -- $ -- $81,370,702 $ --
The Vanguard
Group Indexed Equity Fund -- 54,056,001 -- -- 50,732,671 54,056,001 3,323,330
Vanguard/
Florida Progress Florida Progress
Corporation
Common Stock 34,238,768 -- -- -- -- 34,238,768 --
Vanguard/
Florida Progress Florida Progress
Corporation
Common Stock -- 69,510,056 -- -- 52,477,793 69,510,056 17,032,263
The Vanguard
Group Stable Value Fund 92,249,452 -- -- -- -- 92,249,452 --
The Vanguard
Group Stable Value Fund -- 96,175,448 -- -- 96,175,448 96,175,448 --
The Vanguard
Group Aggressive Equity
Fund 39,425,001 -- -- -- -- 39,425,001 --
The Vanguard
Group Aggressive Equity
Fund -- 35,713,246 -- -- 34,815,525 35,713,246 897,721
The Vanguard
Group Balanced Moderate
Fund 22,329,843 -- -- -- -- 22,329,843 --
The Vanguard
Group Balanced Moderate
Fund -- 11,853,612 -- -- 11,480,403 11,853,612 373,209
The Vanguard
Group Balanced Growth
Fund 17,352,924 -- -- -- -- 17,352,924 --
The Vanguard
Group Balanced Growth
Fund -- 8,294,165 -- -- 8,078,209 8,294,165 215,956
* Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets at December 31, 1996, as defined in Section 2520.103-6 of the
Department of Labor Rules and Regulations for Reporting and Disclosures under
ERISA.
This Schedule was prepared from data certified by the Trustee of the Plan.
The preceding Notes to Financial Statements are an integral part of these
financial statements.
- 20 -
</TABLE>
<PAGE>
EXHIBITS
23 Consent of Price Waterhouse LLP, independent certified public accountants.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Savings Plan for Employees of
Florida Progress Corporation) have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
Date: June 23, 1998 By: /s/ William G. Kelley
---------------------------
William G. Kelley
Plan Administrator
for the Savings Plan for
Employees Trust of Florida
Progress Corporation
By: /s/ James A. McClure, III
---------------------------
James A. McClure, III
Secretary and Member of the
Investment Committee for the
Savings Plan for Employees
Trust of Florida Progress
Corporation
( By: /s/ Jeffrey R. Heinicka
( ---------------------------
( Jeffrey R. Heinicka
(
(
Members of the Investment ( By: /s/ Kenneth E. McDonald
Committee for the Savings ( ---------------------------
Plan for Employees Trust of ( Kenneth E. McDonald
Florida Progress Corporation (
(
( By: /s/ John Scardino, Jr.
( ---------------------------
( John Scardino, Jr.
(
( By: /s/ Karen T. Rezanka
( ---------------------------
( Karen T. Rezanka
(
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23 Consent of Price Waterhouse LLP
EXHIBIT 23
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Florida Progress Corporation of our report dated May
19, 1998 relating to the financial statements of the Savings Plan for Employees
of Florida Progress Corporation for the year ended December 31, 1997 which
appears in the Form 11-K of Florida Progress Corporation.
/s/Price Waterhouse LLP
- -----------------------
Price Waterhouse, LLP
Tampa, Florida
June 23, 1998
