<PAGE> 1
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, 1998
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> 2
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, 1998 and
1997, 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, 1998, and 1997, 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, 1998.
Schedule of reportable 5% transactions for the year ended December 31, 1998.
<PAGE> 3
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA
PROGRESS CORPORATION
Financial Statements as of and for the
years ended December 31, 1998 and 1997
Additional information required for Form 5500
for the year ended December 31, 1998
<PAGE> 4
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
<TABLE>
<CAPTION>
Table of Contents
- --------------------------------------------------------------------------------
Page Number
-----------
<S> <C>
Report of Independent Accountants 1
Basic Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 14
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 15
Schedule II - Schedule of Reportable Transactions 16
</TABLE>
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Savings Plan for Employees of Florida Progress Corporation
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Savings Plan for Employees of Florida Progress Corporation (the "Plan") at
December 31, 1998 and 1997 and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; 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 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Philadelphia, PA
June 23, 1999
<PAGE> 6
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
<TABLE>
<CAPTION>
Statement of Net Assets Available for
Benefits (in thousands)
- -------------------------------------------------------------------------------------------------
As of December 31,
1998 1997
--------------------------
<S> <C> <C>
Investments, at fair value
Registered investment companies:
Putnam New Opportunities Class A Shares * $ 75,617 * $ 63,737
Vanguard 500 Index Fund * 126,793 * 99,750
Vanguard Extended Market Index Fund 2,910 1,784
Vanguard International Growth Fund 5,223 5,239
Vanguard LifeStrategy Conservative Growth Fund 8,145 5,635
Vanguard LifeStrategy Growth Fund 17,964 12,475
Vanguard LifeStrategy Moderate Growth Fund * 35,402 * 30,861
Vanguard Total Bond Market Index Fund 6,289 3,161
--------------------------
278,343 222,642
Florida Progress Stock Fund * 127,050 * 115,431
Echelon International Stock Fund -- 3,860
Participant loans 18,790 19,228
--------------------------
424,183 361,161
--------------------------
Investments, at contract value
Florida Progress Stable Value Fund * 108,375 * 94,476
--------------------------
Net assets available for benefits $532,558 $455,637
==========================
</TABLE>
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 7
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
<TABLE>
<CAPTION>
Statement of Changes in Net Assets Available for Benefits (in thousands)
- --------------------------------------------------------------------------------------
Year Ended December 31,
1998 1997
-----------------------
<S> <C> <C>
Additions
Investment
income:
Interest and dividend income, investments $ 19,467 $ 18,054
Interest income, participant loans 1,589 1,557
Net appreciation in fair value of investments 61,680 55,108
----------------------
82,736 74,719
----------------------
Contributions:
Employer 9,126 8,848
Participant 21,488 20,500
----------------------
30,614 29,348
----------------------
Other additions 17 --
----------------------
Total additions 113,367 104,067
----------------------
Deductions
Payment of benefits 36,420 27,904
Administrative expenses 26 13
----------------------
Total deductions 36,446 27,917
----------------------
Net increase 76,921 76,150
Net assets available for plan benefits:
Beginning of period 455,637 379,487
----------------------
End of period $532,558 $455,637
----------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 8
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS
CORPORATION
Notes to Financial Statements (dollar amounts in thousands)
NOTE 1 - DESCRIPTION OF PLAN
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 Plan document for a more complete description
of the Plan's provisions.
General
The following description of the 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"). Effective April
1, 1998 the Plan was amended to provide an employee of the Participating
Companies (as defined below) 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. Prior to April 1, 1998, an employee
was 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. The following
companies participated in the Plan during the year ended December 31, 1998:
- - Florida Progress Corporation
- - Florida Power Corporation
- - Electric Fuels Corporation
- - Progress Energy Corporation
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 pay
period an amount equal to 75% of the employees' contributions, up to 6% of base
pay.
Participant Accounts
A separate account is maintained for each investment option of a participant by
type of contribution. Each participant's account is credited with the
participant's contribution and allocations of (a) the Participating Companies'
contribution and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Plan earnings are allocated and credited to the
account daily based on the adjusted balance of each participant's account. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's vested account.
-4-
<PAGE> 9
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS
CORPORATION
Notes to Financial Statements (dollar amounts in thousands)
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:
<TABLE>
<CAPTION>
Years of Continuous Service Vested Percentage
<S> <C>
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%
</TABLE>
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.
Participant Loans
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 Participant Loan Fund. A participant is permitted a
maximum of four outstanding loans at any one time. Each loan shall bear
interest, as 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.
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 Participant
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. New loans are reflected as
transfers out of the investment funds to the Participant Loan Fund.
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, 1998 and 1997 were $98,847
and $73,556, respectively.
-5-
<PAGE> 10
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS
CORPORATION
Notes to Financial Statements (dollar amounts in thousands)
Forfeited Accounts
Forfeitures of non-vested employer contributions by terminated participants may
be used to reduce employer matching contributions. At December 31, 1998,
forfeited nonvested accounts totaled $9. Also, in 1998, employer contributions
were reduced by forfeitures of $167.
Plan Termination
It is the intention of the Participating Companies 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.
Investment Options
During the Plan years ended December 31, 1998 and 1997, participants were able
to allocate their contributions among the following investment options:
PUTNAM NEW OPPORTUNITIES CLASS A SHARES: Invests in a portfolio of
stocks in certain emerging industry groups that Putnam believes offer
above-average long-term growth potential. Current income is only an
incidental consideration.
VANGUARD 500 INDEX 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.
VANGUARD EXTENDED MARKET INDEX FUND: Seeks to provide long-term growth
of capital by attempting to match the performance of the Wilshire 4500
Equity Index, an unmanaged index made up mostly of mid- and
small-capitalization companies.
VANGUARD 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.
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH 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. The fund's asset allocation ranges are expected to be 25%-50%
stocks, 50%-75% bonds, and 0%-25% cash investments.
VANGUARD LIFESTRATEGY GROWTH FUND: Seeks to provide 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. The fund's asset allocation ranges are expected to be
65%-90% stocks, 10%-35% bonds, and 0%-25% cash investments.
VANGUARD LIFESTRATEGY MODERATE GROWTH 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.
The fund's asset allocation ranges are expected to be 45%-70% stocks,
30%-55% bonds, and 0%-25% cash investments.
-6-
<PAGE> 11
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS
CORPORATION
Notes to Financial Statements (dollar amounts in thousands)
VANGUARD TOTAL BOND MARKET INDEX FUND: Seeks to provide a high level
of interest income by attempting to match the performance of the
unmanaged Lehman Brothers Aggregate Bond Index, which is a widely
recognized measure of the entire taxable U.S. bond market.
FLORIDA PROGRESS 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.
FLORIDA PROGRESS 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.
Effective April 1, 1998, the former Echelon Stock 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 Florida Progress Stock Fund
for the affected participants who received shares in that fund equal in value
to their Echelon Fund account balances.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform with generally accepted
accounting principles, have been used consistently in the preparation of the
Plan's financial statements:
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 amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value, except for its investment
contracts, which are valued at contract value (Note 3.) Shares of registered
investment companies are valued at quoted market prices, which represent the
net asset value of shares held by the Plan at year-end. The Florida Progress
Stock Fund is valued at its year-end unit closing price (constituting market
value of shares owned plus uninvested cash position). Participant loans are
valued at cost, which approximates fair value. Purchases and sales of
investments are recorded on a trade-date basis. Interest income is accrued when
earned. Dividend income is recorded on the ex-dividend date. Capital gain
distributions are included in dividend income. When Florida Progress
Corporation common stock is distributed from the Florida Progress Stock Fund to
participants in settlement of their accounts, a gain or loss is recognized
equal to the difference between cost and the quoted market price of the shares
distributed.
-7-
<PAGE> 12
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS
CORPORATION
Notes to Financial Statements (dollar amounts in thousands)
Payment of Benefits
Benefits are recorded when paid.
Reclassifications
Certain amounts in the 1997 financial statements have been reclassified to
conform to the current year presentation. These amounts do not have a material
impact on the Financial Statements taken as a whole.
NOTE 3 - INVESTMENT CONTRACTS
The Florida Progress Stable Value Fund (the "Fund") consists of synthetic
investment contracts with various banks and insurance companies ("Issuers").
Additionally, the Fund holds shares of a money market mutual fund sponsored by
The Vanguard Group with a value of $10,627. The Fund is credited with earnings
on the underlying investments and charged for plan withdrawals and
administrative expenses charged by the Issuers. The investment contracts
included in the Fund are carried at contract value, which approximates fair
value, because the contracts are fully benefit responsive. The synthetic
investment contracts constitute investments in collective fixed income funds
and mutual funds, $99,972, and wrapper contracts, $(2,297). The value provided
by the wrapper contracts represents the difference between the value of the
contracts and the value of the underlying investments. The crediting interest
rates of the investment contracts ranged from 5.21% to 6.92% at December 31,
1998. Included among these contracts at December 31, 1998 are contracts with
Monumental Life Insurance Company constituting in excess of 5% of Plan net
assets with crediting interest rates of 5.72% and 6.65% and contract values of
$32,606 and $20,612, respectively.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC".) VFTC acts as trustee for only those
investments as defined by the Plan. Transactions in such investments qualify as
party-in-interest transactions which are exempt from the prohibited transaction
rules. During the year the Plan had purchases of $76,609 and sales of $80,669
of Company stock.
NOTE 5 - PLAN EXPENSES
The Company pays a portion of the expenses for services necessary for the
administration of the Plan.
NOTE 6 - TAX STATUS
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). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the Code.
-8-
<PAGE> 13
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
Notes to Financial Statements
NOTE 7 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (in
thousands)
The allocation of changes in net assets available for plan benefits for the
year ended DECEMBER 31, 1998 is as follows:
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------------
Vanguard
Putnam New Vanguard Vanguard LifeStrategy
Opportunities Vanguard 500 Extended Market International Conservative
Class A Shares Index Fund Index Fund Growth Fund Growth Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income, investments 2,347 1,930 224 99 437
Interest income, participant loans -- -- -- -- --
Net realized gain (loss) on sale of investments 974 3,018 (56) 213 168
Net unrealized apprec. (deprec.) of investments 11,253 23,032 (32) 482 528
---------------------------------------------------------------------------
14,574 27,980 136 794 1,133
---------------------------------------------------------------------------
Contributions:
Employer 2,013 2,433 125 226 118
Participant 4,724 5,860 384 533 312
Participant loan repayments 2,538 2,949 139 237 106
---------------------------------------------------------------------------
9,275 11,242 648 996 536
---------------------------------------------------------------------------
Other additions -- -- -- -- --
---------------------------------------------------------------------------
Total additions 23,849 39,222 784 1,790 1,669
---------------------------------------------------------------------------
Deductions
Payment of benefits 3,865 6,247 130 459 1,019
Participant loan withdrawals 1,850 2,380 55 212 64
Administrative expenses 4 4 9 -- 1
---------------------------------------------------------------------------
Total deductions 5,719 8,631 194 671 1,084
---------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers 18,130 30,591 590 1,119 585
Interfund transfers (6,250) (3,548) 536 (1,135) 1,925
---------------------------------------------------------------------------
Net increase (decrease) 11,880 27,043 1,126 (16) 2,510
Net assets available for plan benefits:
Beginning of period 63,737 99,750 1,784 5,239 5,635
---------------------------------------------------------------------------
End of period 75,617 126,793 2,910 5,223 8,145
===========================================================================
</TABLE>
-9-
<PAGE> 14
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
Notes to Financial Statements
NOTE 7 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (IN
THOUSANDS) (CONTINUED)
The allocation of changes in net assets available for plan benefits for the
year ended DECEMBER 31, 1998 is as follows (Continued):
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------
Vanguard
Vanguard LifeStrategy Vanguard Total Echelon
LifeStrategy Moderate Growth Bond Market International Stock Florida Progress
Growth Fund Fund Index Fund Fund Stock Fund
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income, investments 623 1,537 309 -- 6,332
Interest income, participant loans -- -- -- -- --
Net realized gain (loss) on sale of investments 212 556 7 (38) 1,447
Net unrealized apprec. (deprec.) of investments 2,044 3,592 58 -- 14,222
--------------------------------------------------------------------------------
2,879 5,685 374 (38) 22,001
--------------------------------------------------------------------------------
Contributions:
Employer 577 705 114 -- 1,133
Participant 1,580 1,716 316 -- 2,519
Participant loan repayments 549 704 116 -- 1,612
--------------------------------------------------------------------------------
2,706 3,125 546 -- 5,264
--------------------------------------------------------------------------------
Other additions -- -- -- (1) 9
--------------------------------------------------------------------------------
Total additions 5,585 8,810 920 (39) 27,274
--------------------------------------------------------------------------------
Deductions
Payment of benefits 842 2,129 290 158 8,854
Participant loan withdrawals 250 478 62 -- 2,368
Administrative expenses -- -- -- -- 4
--------------------------------------------------------------------------------
Total deductions 1,092 2,607 352 158 11,226
--------------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers 4,493 6,203 568 (197) 16,048
Interfund transfers 996 (1,662) 2,560 (3,663) (4,429)
--------------------------------------------------------------------------------
Net increase (decrease)
Net assets available for plan benefits: 5,489 4,541 3,128 (3,860) 11,619
Beginning of period 12,475 30,861 3,161 3,860 115,431
--------------------------------------------------------------------------------
End of period 17,964 35,402 6,289 -- 127,050
================================================================================
</TABLE>
-10-
<PAGE> 15
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
Notes to Financial Statements
NOTE 7 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (IN
THOUSANDS) (CONTINUED)
The allocation of changes in net assets available for plan benefits for the
year ended DECEMBER 31, 1998 is as follows (Continued):
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------
Florida Progress
Participant loans Stable Value Fund Total
---------------------------------------------------
<S> <C> <C> <C>
Additions
Investment income:
Interest and dividend income, investments -- 5,629 19,467
Interest income, participant loans 1,589 -- 1,589
Net realized gain (loss) on sale of investments -- -- 6,501
Net unrealized apprec. (deprec.) of investments -- -- 55,179
---------------------------------------------------
1,589 5,629 82,736
---------------------------------------------------
Contributions:
Employer -- 1,682 9,126
Participant -- 3,544 21,488
Participant loan repayments (11,290) 2,340 --
---------------------------------------------------
(11,290) 7,566 30,614
---------------------------------------------------
Other additions -- 9 17
---------------------------------------------------
Total additions (9,701) 13,204 113,367
---------------------------------------------------
Deductions
Payment of benefits 792 11,635 36,420
Participant loan withdrawals (10,055) 2,336 --
Administrative expenses -- 4 26
---------------------------------------------------
Total deductions (9,263) 13,975 36,446
---------------------------------------------------
Net increase (decrease) prior to interfund transfers (438) (771) 76,921
Interfund transfers -- 14,670 --
---------------------------------------------------
Net increase (decrease) (438) 13,899 76,921
Net assets available for plan benefits:
Beginning of period 19,228 94,476 455,637
---------------------------------------------------
End of period 18,790 108,375 532,558
===================================================
</TABLE>
-11-
<PAGE> 16
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
Notes to Financial Statements
NOTE 7 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (IN
THOUSANDS) (CONTINUED)
The allocation of changes in net assets available for plan benefits for the
year ended DECEMBER 31, 1997 is as follows:
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------------------
Vanguard
Putnam New Vanguard Vanguard LifeStrategy
Opportunities Vanguard 500 Extended Market International Conservative
Class A Shares Index Fund Index Fund Growth Fund Growth Fund
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income, investments 1,499 1,953 98 220 259
Interest income, participant loans -- -- -- -- --
Net realized gain (loss) on sale of investments 898 3,358 (9) 48 70
Net unrealized apprec. (deprec.) of investments 9,131 16,565 (67) (371) 214
----------------------------------------------------------------------------
11,528 21,876 22 (103) 543
----------------------------------------------------------------------------
Contributions:
Employer 2,182 1,973 17 204 81
Participant 5,125 4,800 52 536 222
Participant loan repayments 2,900 2,454 17 223 81
----------------------------------------------------------------------------
10,207 9,227 86 963 384
----------------------------------------------------------------------------
Total additions 21,735 31,103 108 860 927
----------------------------------------------------------------------------
Deductions
Payment of benefits 2,896 3,928 14 176 289
Participant loan withdrawals 2,108 2,229 1 98 44
Administrative expenses -- -- 6 -- --
----------------------------------------------------------------------------
Total deductions 5,004 6,157 21 274 333
----------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers 16,731 24,946 87 586 594
Interfund transfers (3,275) 22,080 1,697 4,012 3,983
----------------------------------------------------------------------------
Net increase (decrease) 13,456 47,026 1,784 4,598 4,577
Net assets available for plan benefits:
Beginning of period 50,281 52,724 -- 641 1,058
----------------------------------------------------------------------------
End of period 63,737 99,750 1,784 5,239 5,635
============================================================================
</TABLE>
-12-
<PAGE> 17
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
Notes to Financial Statements
NOTE 7 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (IN
THOUSANDS) (CONTINUED)
The allocation of changes in net assets available for plan benefits for the
year ended DECEMBER 31, 1997 is as follows (Continued):
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------
Vanguard
Vanguard LifeStrategy Vanguard Echelon Florida Progress
LifeStrategy Moderate Growth Bond Market International Stock Stock Fund
Growth Fund Fund Index Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income, investments 489 1,346 99 -- 6,764
Interest income, participant loans -- -- -- -- --
Net realized gain (loss) on sale of investments 217 377 6 1,170 17,465
Net unrealized apprec. (deprec.) of investments 956 2,593 49 460 1,978
------------------------------------------------------------------------------
1,662 4,316 154 1,630 26,207
------------------------------------------------------------------------------
Contributions:
Employer 400 635 48 -- 1,287
Participant 949 1,653 150 -- 2,870
Participant loan repayments 502 745 48 -- 1,920
------------------------------------------------------------------------------
1,851 3,033 246 -- 6,077
------------------------------------------------------------------------------
Total additions 3,513 7,349 400 1,630 32,284
------------------------------------------------------------------------------
Deductions
Payment of benefits 662 998 108 268 8,405
Participant loan withdrawals 282 586 45 -- 2,872
Administrative expenses -- -- -- -- 7
------------------------------------------------------------------------------
Total deductions 944 1,584 153 268 11,284
------------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers 2,569 5,765 247 1,362 21,000
Interfund transfers 7,626 7,608 2,660 (1,748) (38,910)
------------------------------------------------------------------------------
Net increase (decrease) 10,195 13,373 2,907 (386) (17,910)
Net assets available for plan benefits:
Beginning of period 2,280 17,488 254 4,246 133,341
------------------------------------------------------------------------------
End of period 12,475 30,861 3,161 3,860 115,431
==============================================================================
</TABLE>
-13-
<PAGE> 18
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
Notes to Financial Statements
NOTE 7 - CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (IN
THOUSANDS) (CONTINUED)
The allocation of changes in net assets available for plan benefits for the
year ended DECEMBER 31, 1997 is as follows (Continued):
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------
Florida Progress
Participant loans Stable Value Fund Total
---------------------------------------------------
<S> <C> <C> <C>
Additions
Investment income:
Interest and dividend income, investments -- 5,327 18,054
Interest income, participant loans 1,557 -- 1,557
Net realized gain (loss) on sale of investments -- -- 23,600
Net unrealized apprec. (deprec.) of investments -- -- 31,508
---------------------------------------------------
1,557 5,327 74,719
---------------------------------------------------
Contributions:
Employer -- 2,021 8,848
Participant -- 4,143 20,500
Participant loan repayments (11,652) 2,762 --
---------------------------------------------------
(11,652) 8,926 29,348
---------------------------------------------------
Total additions (10,095) 14,253 104,067
---------------------------------------------------
Deductions
Payment of benefits 459 9,701 27,904
Participant loan withdrawals (11,285) 3,020 --
Administrative expenses -- -- 13
---------------------------------------------------
Total deductions (10,826) 12,721 27,917
---------------------------------------------------
Net increase (decrease) prior to interfund transfers 731 1,532 76,150
Interfund transfers -- (5,733) --
---------------------------------------------------
Net increase (decrease) 731 (4,201) 76,150
Net assets available for plan benefits:
Beginning of period 18,497 98,677 379,487
---------------------------------------------------
End of period 19,228 94,476 455,637
===================================================
</TABLE>
-14-
<PAGE> 19
ADDITIONAL INFORMATION
REQUIRED FOR FORM 5500
<PAGE> 20
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION Schedule I
Schedule of Assets Held for Investment Purposes As of December 31, 1998 (in
thousands)
Savings Plan for Employees of Florida Progress Corporation, EIN 59-6769223
Attachment to Form 5500, Line 27(a):
<TABLE>
<CAPTION>
Identity of Issue Investment Type Cost Current Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Putnam New Opportunities Class A Shares Registered Investment Company $ 58,481 $ 75,617
* Vanguard 500 Index Fund Registered Investment Company 89,040 126,793
* Vanguard Extended Market Index Fund Registered Investment Company 2,978 2,910
* Vanguard Federal Money Market Fund Registered Investment Company 10,627 10,627
* Vanguard International Growth Fund Registered Investment Company 4,918 5,223
* Vanguard LifeStrategy Conservative Growth Fund Registered Investment Company 7,485 8,145
* Vanguard LifeStrategy Growth Fund Registered Investment Company 15,180 17,964
* Vanguard LifeStrategy Moderate Growth Fund Registered Investment Company 29,901 35,402
* Vanguard Total Bond Market Index Fund Registered Investment Company 6,194 6,289
* Florida Progress Corporation Common Stock 73,401 127,050
Savings Plan for Employees of Florida Progress Corporation Participant Loans (6.25% - 9.00%) -- 18,790
Monumental Life Insurance Company 5.72% 6/30/00 Synthetic Investment Contract 32,606 32,606
Monumental Life Insurance Company 6.65% 5/31/03 Synthetic Investment Contract 20,612 20,612
Rabobank Nederland 6.64% 9/30/03 Synthetic Investment Contract 9,013 9,013
Rabobank Nederland 6.79% 5/31/03 Synthetic Investment Contract 5,605 5,605
State Street Bank 5.68% 6/30/03 Synthetic Investment Contract 12,482 12,482
Union Bank of Switzerland 5.21% 6/30/03 Synthetic Investment Contract 5,069 5,069
Union Bank of Switzerland 6.92% 9/2/02 Synthetic Investment Contract 6,713 6,713
Westdeutsche Landesbank 6.84% 12/31/01 Synthetic Investment Contract 5,575 5,575
----------------------
Total assets held for investment purposes $395,880 $532,485
======================
</TABLE>
* Party in Interest
-15-
<PAGE> 21
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION Schedule II
Schedule of Reportable Transactions * Year Ended December 31, 1998 (in
thousands)
Savings Plan for Employees of Florida Progress Corporation, EIN 59-6769223
Attachment to Form 5500, Line 27(d):
<TABLE>
<CAPTION>
Description of Asset (include interest
Identity of Party rate and maturity in the case of a Historical Cost
Involved loan) Purchase Price Selling Price of Asset
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Vanguard Group Putnam New Opportunities Class A Shares $ 38,943
The Vanguard Group Putnam New Opportunities Class A Shares $ 39,290 $36,295
The Vanguard Group Vanguard 500 Index Fund 95,254
The Vanguard Group Vanguard 500 Index Fund 94,261 87,535
The Vanguard Group Vanguard LifeStrategy Growth Fund 13,940
The Vanguard Group Vanguard LifeStrategy Growth Fund 10,708 10,328
The Vanguard Group Vanguard LifeStrategy Moderate Growth Fund 14,560
The Vanguard Group Vanguard LifeStrategy Moderate Growth Fund 14,167 13,101
The Vanguard Group Florida Progress Stable Value Fund 137,700
The Vanguard Group Florida Progress Stable Value Fund 123,801 123,801
The Vanguard Group Florida Progress Stock Fund 76,609
The Vanguard Group Florida Progress Stock Fund 80,669 70,748
<CAPTION>
Current Value of
Identity of Party Asset on Historical Gain
Involved Transaction (Loss)
- --------------------------------------------------------
<S> <C> <C>
The Vanguard Group $ 38,943
The Vanguard Group 39,290 $2,995
The Vanguard Group 95,254
The Vanguard Group 94,261 6,726
The Vanguard Group 13,940
The Vanguard Group 10,708 380
The Vanguard Group 14,560
The Vanguard Group 14,167 1,066
The Vanguard Group 137,700
The Vanguard Group 123,801 --
The Vanguard Group 76,609
The Vanguard Group 80,669 9,921
</TABLE>
* Transactions or a series of transactions in excess of 5% of the current value
of the Plan's assets as of the beginning of the plan year as defined in section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
-16-
<PAGE> 22
EXHIBITS
23 Consent of PricewaterhouseCoopers 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.
<TABLE>
<S> <C>
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
Date: June 28, 1999 By: /s/ Edward W. Moneypenny
---------------------------
Edward W. Moneypenny
Chairman and Member of
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/ Pamela A. Saari
( ---------------------------
( Pamela A. Saari
(
(
Members of the Investment ( By: /s/ John Scardino, Jr.
Committee for the Savings ( ---------------------------
Plan for Employees Trust of ( John Scardino, Jr.
Florida Progress Corporation (
(
( By: /s/ Philip J. Clarke
( ---------------------------
( Philip J. Clarke
</TABLE>
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
23 Consent of PricewaterhouseCoopers LLP
</TABLE>
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT 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 June
23, 1999 relating to the financial statements of the Savings Plan for Employees
of Florida Progress Corporation for the year ended December 31, 1998 which
appears in the Form 11-K of Florida Progress Corporation.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Philadelphia, PA
June 23, 1999
