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Filed by Florida Progress Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Subject company: Florida Progress Corporation
Commission File No. 001-08349
[FLORIDA PROGRESS CORPORATION LOGO]
FLORIDA
[CP&L LOGO] PROGRESS
Carolina Power & Light CORPORATION
MEDIA CONTACTS INVESTOR CONTACTS
KEITH POSTON, BOB DRENNAN,
CP&L Energy CP&L Energy
919/546-6189 919/546-7474
MELANIE FORBRICK, GREG BEURIS,
Florida Progress Corporation Florida Progress Corporation
727/820-5023 727/820-5734
CP&L ENERGY'S ACQUISITION OF FLORIDA PROGRESS RECEIVES FINAL
REGULATORY APPROVAL FROM SEC
RALEIGH, NC AND ST. PETERSBURG, FL (NOVEMBER 28, 2000) - CP&L Energy's (CP&L)
[NYSE: CPL] acquisition of Florida Progress Corporation (FPC) [NYSE: FPC] was
approved yesterday by the Securities and Exchange Commission (SEC) under the
Public Utility Holding Company Act. This is the final regulatory approval needed
to complete the transaction and clears the way for the previously announced
closing date of November 30, 2000. The combination will create one of the
nation's 10 largest energy companies based on a generating capacity of more than
19,000 megawatts and 2.8 million customers in the Carolinas and Florida.
"We are creating a new super-regional energy company poised for success in the
rapidly changing marketplace," said William Cavanaugh, chairman, president and
CEO of CP&L Energy. "Our increased size and assets provide us with a platform
for growth and the ability to compete in any business environment."
"With more than 19,000 MW of generation capacity and 2.8 million customers in
the Carolinas and Florida, this new company will be a leader in providing
reliable, competitively priced energy in the Southeast," said Richard Korpan,
chairman, president and CEO of Florida Progress. "The new company will be
focused on exceeding our customers and our shareholders expectations."
Florida Progress shareholders will receive $54 in cash or CP&L common stock,
plus one Contingent Value Obligation (CVO) related to cash flows from certain
synthetic fuel plants, for each share of FPC stock. Florida Progress
shareholders have the right to elect cash or CP&L
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common stock having a value of $54, subject to proration if the elections exceed
65 percent in cash or 35 percent in stock. The election deadline for FPC
shareholders to choose cash or stock has been set as today at 5:00 PM New York
City time on November 28, 2000.
The last day of the twenty trading day period used for determining the exchange
ratio for the CP&L common stock to be issued was November 22, 2000. Based on the
twenty-day period, the average closing sale price per share of CP&L common stock
for purposes of calculating the exchange ratio is $40.0813, resulting in an
exchange ratio of 1.3473. Therefore, FPC shareholders will receive 1.3473 shares
of CP&L common stock for each share of FPC stock that is exchanged for CP&L
common stock rather than cash. The actual number of shares and/or amount of cash
received by each FPC shareholder will depend upon their elections and any
proration.
On Monday, December 4, 2000, CP&L Energy will announce a new name for the
holding company, along with a new NYSE ticker symbol. The company will begin
trading under the new ticker symbol on Monday, December 11, 2000. Until that
date, the new company will trade under CP&L's current symbol, CPL.
Florida Progress is a FORTUNE 500 diversified electric utility holding company
based in St. Petersburg, Florida. Its principal subsidiary is Florida Power, one
of the nation's leading electric utilities committed to serving its 1.4 million
customers in Florida with competitively priced energy, excellent reliability,
and outstanding customer service. Diversified operations include
telecommunications, rail services, marine operations, and coal mining and
synthetic fuel production. Additional information about Florida Progress can be
found at http://www.fpc.com.
Headquartered in Raleigh, N.C., CP&L Energy, through its subsidiary Carolina
Power & Light, provides electricity and energy services to 1.2 million customers
in North Carolina and South Carolina and provides natural gas, through its
subsidiary NCNG, to about 166,000 customers in eastern and southern North
Carolina. CP&L Energy's non-regulated operations include Energy Ventures, which
owns interests in two synthetic fuels plants, Caronet, the company's fiber optic
assets, statusgo.com, an Internet-related service business, and Strategic
Resource Solutions (SRS), an integrated facility and energy management solutions
company. Additional information on CP&L Energy can be found at
http://www.cplc.com.
This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Securities Exchange Act of 1934. The
forward-looking statements are subject to various risks and uncertainties.
Discussion of factors that could cause actual results to differ materially from
management's projections, forecasts, estimates and expectations may include
factors that are beyond the company's ability to control or estimate precisely.
Factors include, but are not limited to, actions in the financial markets,
actions of regulatory agencies, weather conditions, economic conditions in the
company's service territories, fluctuations in energy-related commodity prices,
conversion activity, other marketing efforts and other uncertainties. Other risk
factors are detailed from time to time in the companies' SEC reports.
# # #
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In connection with the share exchange between CP&L Energy and Florida Progress,
CP&L Energy has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 and Florida Progress has filed with the SEC a
definitive proxy statement, each of which
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contains the definitive joint proxy statement/prospectus of CP&L Energy and
Florida Progress. The definitive joint proxy statement/prospectus was first
mailed on or about July 11, 2000 to shareholders of CP&L Energy and Florida
Progress in connection with the shareholder meetings held in August 2000, and
was mailed again on or about October 2, 2000 to shareholders of Florida Progress
in connection with the mailing of a Notice of Election. We urge investors to
read the definitive joint proxy statement/prospectus and any other relevant
documents to be filed with the SEC because they contain important information.
Investors will be able to obtain the documents free of charge at the SEC's web
site, http://www.sec.gov. In addition, documents filed by CP&L Energy and
Carolina Power & Light Company with the SEC can be obtained by contacting CP&L
Energy at the following address and telephone number: Shareholder Relations, 411
Fayetteville Street, Raleigh, NC 27601, telephone (800) 662-7212. Documents
filed with the SEC by Florida Progress can be obtained by contacting Florida
Progress at the following address and telephone number: Investor Services, P.O.
Box 14042 (CX1H), St. Petersburg, FL 33733, telephone: 800-937-2640. Read the
definitive joint proxy statement/prospectus carefully before making an election
decision concerning the share exchange.
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Filed by Florida Progress Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Subject company: Florida Progress Corporation
Commission File No. 001-08349
---------------------------------------------
[FLORIDA PROGRESS CORPORATION LOGO] NEWS
FLORIDA PROGRESS CORPORATION RELEASE
Corporate Relations Department, St. Petersburg, Florida
FLORIDA PROGRESS CORPORATION ANNOUNCES $.518 QUARTERLY DIVIDEND
ST. PETERSBURG, FL - NOVEMBER 28, 2000 - Florida Progress Corporation announced
today that based on a November 30, 2000, closing date for the combination with
CP&L Energy, shareholders will be paid a prorated quarterly cash dividend of
$.518 per share.
The quarterly dividend is payable on December 20, 2000 to shareholders of record
on November 29, 2000.
Earlier today, Florida Progress and CP&L Energy announced that the final
regulatory approval was received yesterday from the Securities and Exchange
Commission under the Public Utility Holding Company Act. This clears the way for
the previously announced closing date of November 30, 2000.
Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $6.8 billion. Its principal subsidiary is Florida Power, one of
the nation's leading electric utilities committed to serving its 1.4 million
customers in Florida with competitively priced energy, excellent reliability,
and outstanding customer service. Diversified operations include
telecommunications, rail services, marine operations and coal mining.
###
MEDIA CONTACT:
Mary Estes
727-820-5348
INVESTOR RELATIONS CONTACT:
Greg Beuris
727-820-5734
--------------------------------------------------------------------------------
In connection with the share exchange between CP&L Energy and Florida Progress,
CP&L Energy has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 and Florida Progress has filed with the SEC a
definitive proxy statement, each of which contains the definitive joint proxy
statement/prospectus of CP&L Energy and
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Florida Progress. The definitive joint proxy statement/prospectus was first
mailed on or about July 11, 2000 to shareholders of CP&L Energy and Florida
Progress in connection with the shareholder meetings held in August 2000, and
was mailed again on or about October 2, 2000 to shareholders of Florida Progress
in connection with the mailing of a Notice of Election. We urge investors to
read the definitive joint proxy statement/prospectus and any other relevant
documents to be filed with the SEC because they contain important information.
Investors will be able to obtain the documents free of charge at the SEC's web
site, http://www.sec.gov. In addition, documents filed by CP&L Energy and
Carolina Power & Light Company with the SEC can be obtained by contacting CP&L
Energy at the following address and telephone number: Shareholder Relations, 411
Fayetteville Street, Raleigh, NC 27601, telephone (800) 662-7212. Documents
filed with the SEC by Florida Progress can be obtained by contacting Florida
Progress at the following address and telephone number: Investor Services, P.O.
Box 14042 (CX1H), St. Petersburg, FL 33733, telephone: 800-937-2640. Read the
definitive joint proxy statement/prospectus carefully before making an election
decision concerning the share exchange.
