As filed with the Securities and Exchange Commission on March 31, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
FLORIDA PROGRESS CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2147112
(State of Incorporation) (I.R.S. Employer Identification No.)
One Progress Plaza, St. Petersburg, Florida 33701
(Address of Principal Executive Offices) (Zip Code)
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF
FLORIDA PROGRESS CORPORATION AND SUBSIDIARIES
(Full title of the plan)
Pamela A. Saari, Treasurer
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
(727) 820-5871
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price (2) Fee
_____________________________________________________________________________________
Common Stock,
without par value(2)(3) 20,000 Shs. $38.9062 $778,125 $217
Rights to purchase
units of Series A Junior
Participating Preferred Stock (3) (4) (4) (5)
</TABLE>
<PAGE>
(1) Pursuant to Rule 416, this Registration Statement also relates to such
indeterminate number of additional securities as may be issuable as a
result of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar
events.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Act"), and based on the average of the high and low sales prices of
the Common Stock in New York Stock Exchange Composite Transactions on
March 29, 1999.
(3) The rights ("Rights") to purchase units of Series A Junior Participating
Preferred Stock ("Series A Preferred") presently are attached to and will
trade with the Common Stock. Each share of Common Stock presently has
associated with it approximately two-thirds of one Right to purchase one
one-hundredth of a share of Series A Preferred, subject to adjustment.
(4) The value attributable to the Rights, if any, is reflected in the market
price of the Common Stock.
(5) Since no separate consideration is paid for the Rights, the registration
fee for such securities is included in the registration fee for the
Common Stock.
Pursuant to Rule 429 under the Securities Act, the prospectus relating to this
registration statement will be used as a combined prospectus in connection with
this registration statement and registration statement no. 333-02619. Pursuant
to Rule 428(b)(1), the documents constituting the Prospectus from Part I of Form
S-8 will be sent or given to participants in the Plan, but are not filed
herewith.
This registration statement shall become effective upon filing with the
Securities and Exchange Commission (the "SEC") in accordance with General
Instruction D to Form S-8 and Section 8(A) of the Securities Act and Rules 456
and 462 promulgated thereunder.
PART II.
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Florida Progress Corporation
(the "Company") with the Securities and Exchange Commission ("SEC") (File No.
1-8349), as amended, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998, as filed with the SEC on March 19, 1999.
2
<PAGE>
2. The description of the Common Stock of the Company contained in Item
4 of the Company's Registration Statement on Form 8-B (No. 1-8349) that was
filed with the SEC on May 21, 1982, as updated by the following reports of the
Company, each of which is also incorporated herein by reference: Part II, Item 2
of Quarterly Report on Form 10-Q for the quarter ended March 31, 1985 that was
filed with the SEC on May 14, 1985; Part II, Item 4 of Quarterly Report on Form
10-Q for the quarter ended March 31, 1990 that was filed with the SEC on May 14,
1990; and the Current Report on Form 8-K dated November 21, 1991 that was filed
with the SEC on November 27, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable. See also Item 3 "Incorporation of Documents by
Reference."
Item 5. Interests of Named Experts and Counsel.
The legality of the securities being offered under the Plan has been
passed upon by Kenneth E. Armstrong, Vice President and General Counsel of
Florida Progress Corporation, who is named in certain documents incorporated by
reference in this registration statement as an expert with respect to statements
relating to matters of law or expressing legal conclusions.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, provided certain standards are met, including that such officer
or director acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his or her conduct was unlawful. In the case
of proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to such proceeding by reason of the fact that he or she is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including the appeal thereof, provided that such person acted
in good faith
3
<PAGE>
and in a manner he or she reasonably believed to be in, or not opposed to,
the best interest of the corporation, and provided further that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interest of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article XI of the
Company's By-laws provides that the Company shall indemnify any director,
officer or employee or any former director, officer or employee to the full
extent permitted by law.
The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the statutory provisions referred to above.
The directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against which they
are not indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.(a)* - Restated Articles of Incorporation, as amended, of Florida
Progress Corporation. (Filed as Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1991 as filed with the SEC (File No. 1-8349) on March 30,
1992.)
4.(b)* - Shareholder Rights Agreement, dated as of November 21, 1991,
between the Company and Manufacturers Hanover Trust Company,
with form of Rights Certificate attached thereto as Exhibit A.
(Filed as Exhibit 4(a) to the Company's Form 8-K dated
November 21, 1991, as filed with the SEC (File No. 1-8349) on
November 27, 1991.)
4
<PAGE>
4.(c)* - Amended Articles of Incorporation, as amended, of Florida
Power Corporation ("Florida Power"). (Filed as Exhibit 3(a) to
the Florida Power Annual Report on Form 10-K for the year
ended December 31, 1991 as filed with the SEC (File No.
1-3274) on March 30, 1992.)
4.(d)* - Indenture, dated as of January 1, 1944 (the "Indenture"),
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees.
(Filed as Exhibit B-18 to Florida Power's Registration
Statement on Form A-2 (No. 2-5293) filed with the SEC on
January 24, 1944.)
4.(e)* - Seventh Supplemental Indenture, dated as of July 1, 1956,
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the
Indenture. (Filed as Exhibit 4(b) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788) filed with
the SEC on September 27, 1991.)
4.(f)* - Eighth Supplemental Indenture, dated as of July 1, 1958,
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the
Indenture. (Filed as Exhibit 4(c) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788) filed with
the SEC on September 27, 1991.)
4.(g)* - Sixteenth Supplemental Indenture, dated as of February 1,
1970, between Florida Power and Morgan Guaranty Trust Company
of New York and The Florida National Bank of Jacksonville, as
Trustees, with reference to the modification and amendment of
the Indenture. (Filed as Exhibit 4(d) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788) filed with
the SEC on September 27, 1991.)
4.(h)* - Twenty-Ninth Supplemental Indenture dated as of September 1,
1982, between Florida Power and Morgan Guaranty Trust Company
of New York and Florida National Bank, as Trustees, with
reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to Florida Power's Registration
Statement on Form S-3 (No. 2-79832) filed with the SEC on
September 17, 1982.)
4.(i)* - Thirty-Eighth Supplemental Indenture dated as of July 25,
1994, between Florida Power and First Chicago Trust Company of
New York, as successor Trustee, Morgan Guaranty Trust Company
of New York, as resigning Trustee, and First Union National
Bank of Florida, as resigning Co-Trustee, with reference to
confirmation of First Chicago Trust Company of New York as
successor Trustee under the Indenture. (Filed as Exhibit 4.(f)
to Florida Power's Registration Statement on Form S-3
(No. 33-55273) filed with the SEC on August 29, 1994.)
5
<PAGE>
4.(j)* - Specimen Common Stock certificate of the Company. (Filed as
Exhibit 4.(j) to the Company's Registration Statement on Form
S-3 (No. 33-56873) filed with the SEC on December 15, 1994.)
4.(k)* - Stock Plan for Non-Employee Directors of Florida Progress
Corporation and Subsidiaries. (Filed as Exhibit 4.(k) to the
Company's Registration Statement on Form S-8 (No. 333-02619)
filed with the SEC on April 18, 1996.)
5 - Opinion of Kenneth E. Armstrong, Esq. regarding the legality
of the Common Stock to be issued.
23.(a) - Consent of KPMG LLP, independent certified public
accountants.
23.(b) - Consent of Kenneth E. Armstrong, Esq. is contained in his
opinion filed as Exhibit 5.
24 - Powers of Attorney are included on the signature page of
this Registration Statement.
______
*Incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
6
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 31st day of
March, 1999.
FLORIDA PROGRESS CORPORATION
By:___/s/ Richard Korpan_______________
Richard Korpan, Chairman of the Board,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Florida Progress Corporation (the "Company"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint Kenneth E. Armstrong, Pamela A. Saari and Douglas E.
Wentz, and each of them, a true and lawful attorney in his or her name, place
and stead, in any and all capacities, to sign his or her name to any and all
amendments, including post-effective amendments, to this registration statement
with respect to the proposed issuance, sale and delivery by the Company of
shares of its Common Stock pursuant to the Stock Plan for Non-Employee Directors
of Florida Progress Corporation and Subsidiaries, and to cause the same to be
filed with the Securities and Exchange Commission, granting unto said attorneys
and each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and each of the
undersigned for himself or herself hereby ratifies and confirms all that said
attorneys or any one of them shall lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
(i) /s/Richard Korpan________ Chairman, President, March 31, 1999
Richard Korpan Chief Executive Officer
Principal Executive Officer and Director
(ii) /s/Edward W. Moneypenny Senior Vice President and March 31, 1999
Edward W. Moneypenny Chief Financial Officer
Principal Financial Officer
(iii) /s/John Scardino _________ Vice President and March 31, 1999
John Scardino, Jr. Controller
Principal Accounting Officer
8
<PAGE>
(iv) A majority of the Directors, including (i) above:
Signature Title Date
/s/Willard D. Frederick_______ Director March 31, 1999
Willard D. Frederick, Jr.
/s/ Michael P. Graney_________ Director March 31, 1999
Michael P. Graney
/s/ Clarence V. McKee________ Director March 31, 1999
Clarence V. McKee
/s/ Vincent J. Naimoli_________ Director March 31, 1999
Vincent J. Naimoli
/s/ Richard A. Nunis__________ Director March 31, 1999
Richard A. Nunis
/s/ Joan D. Ruffier____________ Director March 31, 1999
Joan D. Ruffier
/s/ Robert T. Stuart, Jr. ________ Director March 31, 1999
Robert T. Stuart, Jr.
/s/ Jean Giles Wittner __________ Director March 31, 1999
Jean Giles Wittner
9
<PAGE>
EXHIBIT INDEX
4.(a)* - Restated Articles of Incorporation, as amended, of the Company.
(Filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991 as filed with the SEC (File No.
1-8349) on March 30, 1992.)
4.(b)* - Shareholder Rights Agreement, dated as of November 21, 1991,
between the Company and Manufacturers Hanover Trust Company, with
form of Rights Certificate attached thereto as Exhibit A. (Filed as
Exhibit 4(a) to the Company's Form 8-K, dated (date of event
reported) November 21, 1991, as filed with the SEC (File No. 1-8349)
on November 27, 1991.)
4.(c)* - Amendment dated February 20, 1997, to Shareholder Rights Agreement
dated November 21, 1991, between Florida Progress and The First
National Bank of Boston. (Filed as Exhibit 4(a) to the Florida
Progress Form 10-K for the year ended December 31, 1996, as filed
with the SEC on March 27, 1997.)
4.(d)* - Amendment dated February 20, 1997, to Shareholder Rights Agreement
dated November 21, 1991, between Florida Progress and The First
National Bank of Boston. (Filed as Exhibit 4(a) to the Florida
Progress Form 10-K for the year ended December 31, 1996, as filed
with the SEC on March 27, 1997.)
4.(e)* - Amended Articles of Incorporation, as amended, of Florida Power
Corporation ("Florida Power"). (Filed as Exhibit 3(a) to the Florida
Power Annual Report on Form 10-K for the year ended December 31,
1991 as filed with the SEC (File No. 1-3274) on March 30, 1992.)
4.(f)* - Indenture, dated as of January 1, 1944 (the "Indenture"), between
Florida Power and Guaranty Trust Company of New York and The Florida
National Bank of Jacksonville, as Trustees. (Filed as Exhibit B-18
to Florida Power's Registration Statement on Form A-2 (No. 2-5293)
filed with the SEC on January 24, 1944.)
4.(g)* - Seventh Supplemental Indenture, dated as of July 1, 1956, between
Florida Power and Guaranty Trust Company of New York and The Florida
National Bank of Jacksonville, as Trustees, with reference to the
modification and amendment of the Indenture. (Filed as Exhibit 4(b)
to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
filed with the SEC on September 27, 1991.)
4.(h)* - Eighth Supplemental Indenture, dated as of July 1, 1958, between
Florida Power and Guaranty Trust Company of New York and The Florida
National Bank of Jacksonville, as Trustees, with reference to the
modification and amendment of the Indenture. (Filed as Exhibit 4(c)
to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
filed with the SEC on September 27, 1991.)
10
<PAGE>
4.(i)* - Sixteenth Supplemental Indenture, dated as of February 1, 1970,
between Florida Power and Morgan Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees, with
reference to the modification and amendment of the Indenture. (Filed
as Exhibit 4(d) to Florida Power's Registration Statement on Form
S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)
4.(j)* - Twenty-Ninth Supplemental Indenture dated as of September 1, 1982,
between Florida Power and Morgan Guaranty Trust Company of New York
and Florida National Bank, as Trustees, with reference to the
modification and amendment of the Indenture. (Filed as Exhibit 4(c)
to Florida Power's Registration Statement on Form S-3 (No. 2-79832)
filed with the SEC on September 17, 1982.)
4.(k)* - Thirty-Eighth Supplemental Indenture dated as of July 25, 1994,
between Florida Power and First Chicago Trust Company of New York,
as successor Trustee, Morgan Guaranty Trust Company of New York, as
resigning Trustee, and First Union National Bank of Florida, as
resigning Co-Trustee, with reference to confirmation of First
Chicago Trust Company of New York as successor Trustee under the
Indenture. (Filed as Exhibit 4.(f) to Florida Power's Registration
Statement on Form S-3 (No. 33-55273) filed with the SEC on August
29, 1994.)
4.(l)* - Specimen Common Stock certificate of the Company. (Filed as
Exhibit 4.(j) to the Company's Registration Statement on Form S-3
(No. 33-56873) filed with the SEC on December 15, 1994.)
4.(m)* - Stock Plan for Non-Employee Directors of Florida Progress
Corporation and Subsidiaries. (Filed as Exhibit 4.(k) to the
Company's Registration Statement on Form S-8 (No. 333-02619) filed
with the SEC on April 18, 1996.)
5. - Opinion of Kenneth E. Armstrong, Esq. regarding the legality of
the Common Stock to be issued.
23.(a) - Consent of KPMG LLP, independent certified public accountants.
23.(b) - Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.
24 - Powers of Attorney are included on the signature page of this
Registration Statement.
_________________
* Incorporated herein by reference.
11
EXHIBIT 5
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
727/820-5153
Kenneth E. Armstrong
Vice President and General Counsel
March 31, 1999
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
Re: Issuance and sale of shares of Common Stock, without par value,
under Stock Plan for Non-Employee Directors of Florida Progress
Corporation and Subsidiaries
Ladies and Gentlemen:
I am rendering this opinion in connection with the registration of 20,000
shares of common stock, without par value (the "Common Stock") of Florida
Progress Corporation (the "Company") to be issued from time to time under the
Stock Plan for Non-Employee Directors of Florida Progress Corporation and
Subsidiaries (the "Plan").
A Registration Statement on Form S-8 (the "Registration Statement") is
expected to be filed by the Company with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "Act") on March
31, 1999 for the registration of (i) 20,000 shares of the Company's Common Stock
to be issued under the Plan (the "Shares"), and (ii) the Rights associated with
such Shares (as the term Rights is defined in the Shareholder Rights Agreement
dated November 21, 1992 between the Company and Chemical Bank (successor to
Manufacturers Hanover Trust Company), as rights agent, as amended by an
Amendment dated February 20, 1997 (the "Shareholder Rights Agreement")).
<PAGE>
Florida Progress Corporation
March 31, 1999
Page Two
As your counsel, I and members of the Company's legal department have
participated in the preparation of the Registration Statement. We also have
examined the Plan, the Company's Restated Articles of Incorporation and Bylaws,
as amended to date, the Shareholder Rights Agreement and the resolutions adopted
by the Company's Board of Directors on November 16, 1995 and February 8, 1996,
relating to the Registration Statement.
Based upon and subject to the foregoing, I am of the opinion that:
1. Florida Progress Corporation is a corporation duly organized and
existing under the laws of the State of Florida; and
2. When the Registration Statement shall have become effective and original
issue Shares and the related Rights are issued and sold from time to time in
accordance with the terms of the Plan, such Shares and Rights will be duly
authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of my name under the caption "Interests
of Named Experts and Counsel" therein and under the heading "Experts" in the
documents constituting a prospectus relating to the Plan.
Very truly yours,
/s/ Kenneth E. Armstrong
Kenneth E. Armstrong
P:\BENPLANS\DIRPLAN.S-8
Exhibit 23.(a)
Independent Auditors Consent
The Board of Directors
Florida Progress Corporation:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Florida Progress Corporation of our report dated
January 25, 1999 relating to the consolidated balance sheets of Florida Progress
Corporation as of December 31, 1998 and 1997, and the related consolidated
statements of income, cash flows and common equity and comprehensive income for
each of the years in the three-year period ended December 31, 1998, and all
related schedules, which report appears in the December 31, 1998 annual report
on Form 10-K of Florida Progress Corporation.
/s/ KPMG LLP
St. Petersburg, Florida
March 31, 1999
