<PAGE> 1
As filed with the Securities and Exchange Commission on January 6, 2000
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)
FLORIDA PROGRESS CORPORATION LONG-TERM INCENTIVE PLAN
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
================================================================================================================
<CAPTION>
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
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value(2)(3) 500,000 Shs. $41.29 $20,645,000 $5,451
Rights to purchase
units of Series A Junior
Participating Preferred Stock (3) (4) (4) (5)
================================================================================================================
</TABLE>
<PAGE> 2
(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 January 4, 2000.
(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. 333-47623. 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> 3
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1999, as filed with the SEC on May
13, August 11 and November 10, 1999, respectively.
3. The Company's Current Reports on Form 8-K dated January 25,
February 18, April 16, July 16, August 22, August 23, and October 14, 1999, as
filed with the SEC on January 28, February 22, April 21, July 20, August 30,
August 24 and October 18, 1999, respectively.
4. 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; the Current Report on Form 8-K dated November 21, 1991
that was filed with the SEC on November 27, 1991; and the Form 8-A/A dated
August 30, 1999, that was filed with the SEC on August 30, 1999.
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
3
<PAGE> 4
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 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.
4
<PAGE> 5
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.(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)* - Second Amendment dated as of August 22, 1999, to Shareholder
Rights Agreement dated as of November 21, 1991, between the Company
and BankBoston, N.A. (Filed as Exhibit 4 to the Company's Form 8-K
dated August 22, 1999, as filed with the SEC (File No. 1-8349) on
August 23, 1999).
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
5
<PAGE> 6
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.(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)* - Florida Progress Corporation Long-Term Incentive Plan. (Filed as
Exhibit C to the Company's Proxy Statement dated March 1, 1990.)
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.
6
<PAGE> 7
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;
(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.
7
<PAGE> 8
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.
8
<PAGE> 9
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 5th day of
January, 2000.
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 fact 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 Florida Progress
Corporation Long-Term Incentive Plan, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) /s/ Richard Korpan Chairman, President, January 5, 2000
--------------------------- Chief Executive Officer
Richard Korpan and Director
Principal Executive Officer
(ii) /s/ Edward W. Moneypenny Senior Vice President and January 5, 2000
--------------------------- Chief Financial Officer
Edward W. Moneypenny
Principal Financial Officer
(iii) /s/ John Scardino Jr. Vice President and Controller January 5, 2000
---------------------------
John Scardino, Jr.
Principal Accounting Officer
</TABLE>
9
<PAGE> 10
(iv) A majority of the Directors, including (i) above:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Willard D. Frederick, Jr. Director January 5, 2000
- ------------------------------
Willard D. Frederick, Jr.
/s/ Michael P. Graney Director January 5, 2000
- ------------------------------
Michael P. Graney
/s/ Clarence V. McKee Director January 5, 2000
- ------------------------------
Clarence V. McKee
/s/ Vincent J. Naimoli Director January 5, 2000
- ------------------------------
Vincent J. Naimoli
/s/ Richard A. Nunis Director January 5, 2000
- ------------------------------
Richard A. Nunis
/s/ Joan D. Ruffier Director January 5, 2000
- ------------------------------
Joan D. Ruffier
/s/ Robert T. Stuart, Jr. Director January 5, 2000
- ------------------------------
Robert T. Stuart, Jr.
/s/ Jean Giles Wittner Director January 5, 2000
- ------------------------------
Jean Giles Wittner
</TABLE>
10
<PAGE> 11
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)* - Second Amendment dated as of August 22, 1999, to Shareholder
Rights Agreement dated as of November 21, 1991, between the Company
and BankBoston, N.A. (Filed as Exhibit 4 to the Company's Form 8-K
dated August 22, 1999, as filed with the SEC (File No. 1-8349) on
August 23, 1999).
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.)
11
<PAGE> 12
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)* - Florida Progress Corporation Long-Term Incentive Plan. (Filed as
Exhibit C to the Company's Proxy Statement dated March 1, 1990.)
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.
12
<PAGE> 1
EXHIBIT 5
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
727/820-5153
Kenneth E. Armstrong
Vice President and General Counsel
January 5, 2000
Florida Progress Corporation
One Progress Plaza
St. Petersburg, FL 33701
Re: Issuance and sale of shares of Common Stock, without par value,
under Florida Progress Corporation Long-Term Incentive Plan
Ladies and Gentlemen:
I am rendering this opinion in connection with the registration of
500,000 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 Florida Progress Corporation Long-Term Incentive Plan (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 January
6, 2000 for the registration of (i) 500,000 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, and as further amended by a Second
Amendment dated August 22, 1999 (the "Shareholder Rights Agreement").
<PAGE> 2
Florida Progress Corporation
January 5, 2000
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 December 14, 1999, 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:/LTIP/.RegStmt
<PAGE> 1
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
January 6, 2000
