SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FPC CAPITAL I
(Exact Name of Registrant as Specified in Its Charter)
Delaware Applied for
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
300 Delaware Avenue
Suite 319
Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)
FLORIDA PROGRESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-2147112
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
One Progress Plaza
St. Petersburg, Florida 33701
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following box. A.(d), please check the following
[X] box.[ ]
Securities Act registration statement file number to which this form relates:
(If applicable) 333-74949; 333-74949-01; 333-74949-02; 333-74949-03
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- --------------------------------------------- ----------------------------------
7.10% Cumulative Quarterly Income Preferred
Securities, Series A (QUIPSK) (and
the Guarantee with respect
thereto) New York Stock Exchange
- --------------------------------------------- ----------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities To Be Registered
- ----------------------------------------------------------------
The securities to be registered hereby are 7.10% Cumulative Quarterly
Income Preferred Securities, Series A (QUIPSK) ("QUIPS") of FPC Capital I, a
Delaware business trust, which are guaranteed by Florida Progress Corporation, a
Florida corporation (the "Company"), to the extent set forth in the form of
Guarantee Agreement between the Company and The First National Bank of Chicago,
as guarantee trustee (the "Guarantee"). The Guarantee is incorporated by
reference to Exhibit 4.8 to the Registration Statement on Form S-3 (Reg. Nos.
333-74949; 333-74949-01; 333-74949-02; 333-74949-03) filed by the Company, FPC
Capital I, FPC Capital II and Florida Progress Funding Corporation with the
Securities and Exchange Commission (the "Commission") on March 24, 1999, as it
may be amended from time to time (the "Registration Statement"). The
Registration Statement became effective on April 1, 1999. The particular terms
of the QUIPS and the Guarantee will also be described in the Prospectus filed
with the Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as
amended, in connection with the Registration Statement (the "Prospectus"). The
Guarantee is and the Prospectus shall be deemed to be incorporated by reference
herein as set forth in Item 2 below.
Item 2. Exhibits
- ------------------
Exhibits heretofore filed with the Commission and designated as set
forth below are hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.
1(a) The Prospectus, incorporated by reference to the
Prospectus filed on April 9, 1999 pursuant to Rule
424(b(5) in connection with the Registration
Statement.
4(a) Certificate of Trust of FPC Capital I, incorporated
by reference to Exhibit 4.3(a) to the Registration
Statement.
4(b) Trust Agreement of FPC Capital I, incorporated by
reference to Exhibit 4.4(a) to the Registration
Statement.
4(c) Form of Amended and Restated Trust Agreement of FPC
Capital I, incorporated by reference to Exhibit
4.5(a) to the Registration Statement.
4(d) Form of Junior Subordinated Indenture among the
Company, Florida Progress Funding Corporation and The
First National Bank of Chicago, as trustee,
incorporated by reference to Exhibit 4.1 to the
Registration Statement.
4(e) Form of Supplemental Indenture to Junior Subordinated
Indenture among the Company, Florida Progress Funding
Corporation and The First National Bank of Chicago,
as trustee, incorporated by reference to Exhibit 4.2
to the Registration Statement.
4(f) Form of Junior Subordinated Note (included in Exhibit
4(e) above).
4(g) Form of QUIPS certificate of FPC Capital I (included
in Exhibit 4(c) above).
4(h) Form of Guarantee Agreement between the Company and
The First National Bank of Chicago, as guarantee
trustee, incorporated by reference to Exhibit 4.8 to
the Registration Statement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized, on April
9, 1999.
FPC CAPITAL I
By: FLORIDA PROGRESS FUNDING
CORPORATION, as Depositor
/s/ Pamela A. Saari
By:________________________________
Pamela A. Saari
Vice President and Treasurer
FLORIDA PROGRESS CORPORATION
/s/ Pamela A. Saari
By:_______________________________
Pamela A. Saari, Treasurer
P:/DWentz/Form8A
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
1(a) The Prospectus, incorporated by reference to the Prospectus
filed on April 9, 1999 pursuant to Rule 424(b)(5) in
connection with the Registration Statement.
4(a) Certificate of Trust of FPC Capital I, incorporated by
reference to Exhibit 4.3(a) to the Registration Statement.
4(b) Trust Agreement of FPC Capital I, incorporated by reference
to Exhibit 4.4(a) to the Registration Statement.
4(c) Form of Amended and Restated Trust Agreement of FPC Capital I,
incorporated by reference to Exhibit 4.5(a) to the
Registration Statement.
4(d) Form of Junior Subordinated Indenture among the Company,
Florida Progress Funding Corporation and The First National
Bank of Chicago, as trustee, incorporated by reference to
Exhibit 4.1 to the Registration Statement .
4(e) Form of Supplemental Indenture to Junior SubordinatedIndenture
among the Company, Florida Progress Funding Corporation and
The First National Bank of Chicago, as trustee, incorporated
by reference to Exhibit 4.2 to the Registration Statement.
4(f) Form of Junior Subordinated Note (included in Exhibit 4(e)
above).
4(g) Form of QUIPS certificate of FPC Capital I (included in Exhibit
4(c) above).
4(h) Form of Guarantee Agreement between the Company and The First
National Bank of Chicago, as guarantee trustee, incorporated by
reference to Exhibit 4.8 to the Registration Statement.
