FLORIDA PROGRESS CORP
8-K, EX-99, 2000-07-14
ELECTRIC SERVICES
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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


                     FERC, Federal Trade Commission Approve
                     CP&L's Acquisition of Florida Progress


RALEIGH,  N.C.  (July 13,  2000) - CP&L  Energy's  (CP&L)  [NYSE:  CPL]  pending
acquisition  of Florida  Progress  Corporation  (FPC)  [NYSE:  FPC] has received
approval  by the Federal  Energy  Regulatory  Commission  (FERC) and the Federal
Trade  Commission  (FTC).  The companies had filed an application on February 3,
2000,  requesting that the FERC issue a final order  approving the  acquisition.
The  companies   filed  the   Hart-Scott-Rodino   pre-merger   filing  with  the
FTC/Department of Justice on June 9, 2000. Both approvals were received July 12,
2000.

The FERC order approved the acquisition  with the requirement that the companies
must make a filing on or before  October 15, 2000,  as required  under Order No.
2000,  to transfer  operational  control of their  transmission  facilities to a
regional  transmission  organization  (RTO) on or before December 15, 2001. Both
CP&L and FPC are on track to comply with the  clarification  in FERC's order. In
its  unanimous  ruling,  the  FERC  Commissioners   stated,   "...we  find  that
Applicants'  proposed merger and mitigation  commitments are consistent with the
public  interest.  Accordingly,  we will  approve  the  merger  without  further
investigation."

In its ruling,  the Department of Justice and the Federal Trade Commission found
no adverse effects on competition as a result of this acquisition.

"We are  delighted  that  FERC  and the FTC  moved so  quickly  to  approve  our
acquisition of Florida  Progress," said William Cavanaugh,  chairman,  president
and CEO of CP&L Energy.  "Both  companies  are  committed  to FERC's  vision for
regional  transmission  entities,  so we are  confident  we will  complete  this
acquisition on schedule this fall. The combination of CP&L and Florida  Progress
will create a stronger  company that will serve the growing  energy needs of the
Southeast."

"We're  very  pleased  with both  decisions,"  said  Richard  Korpan,  chairman,
president and CEO of Florida Progress. "It's a major step that keeps us on track
to successfully  meet our goal of completing our combination in the fall of this
year."

CP&L and Florida  Progress  announced a share  exchange  agreement on August 23,
1999;  the agreement was amended March 6, 2000.  The  acquisition  still must be
approved  by  other  federal  and  state  regulatory  agencies,   including  the
Securities and Exchange  Commission and the North Carolina Utilities  Commission
and by  shareholders of both  companies.  The companies  mailed proxies to their
respective  shareholders  this week.  CP&L's  shareholders will meet in Raleigh,
N.C. on August 16,  2000,  and Florida  Progress  shareholders  will meet in St.
Petersburg, FL on August 17, 2000.

The combined  company will be one of the  nation's 10 largest  energy  companies
based on a generating  capacity of more than 18,500  megawatts.  The new company
will have a powerful  presence  in the  Southeastern  electric  and  natural gas
markets and will be  dedicated to expanding  the  region's  electric  generation
capacity and delivering  reliable,  competitively  priced energy  throughout its
high-growth service area.

As  previously  announced,  William  Cavanaugh  will lead the new company as its
chairman,  president and chief executive officer.  CP&L Energy will be organized
into five primary business units: Energy Supply, Energy Delivery, Florida Power,
Gas & Energy Services and Energy Ventures.  In addition,  a Service Company will
be formed to support the combined company.  CP&L Energy,  the temporary name for
the new  holding  company,  will be  re-named  as part of an  overall  corporate
branding initiative later this year.

About CP&L Energy
Headquartered  in Raleigh,  N.C.,  CP&L  Energy,  through its  subsidiary  CP&L,
provides  electricity  and energy  services  to 1.2 million  customers  in North
Carolina and South Carolina and provides  natural gas  distribution and service,
through its wholly owned NCNG subsidiary,  to about 178,000 customers in eastern
and southern North Carolina.  The company owns and operates a system of 18 power
plants in the Carolinas  and Georgia.  CP&L  Energy's  non-regulated  operations
include  fiber optic  assets and  statusgo.com,  two  Internet-related  services
businesses,  and Strategic Resource Solutions (SRS), an integrated  facility and
energy management solutions company.  Additional  information on CP&L Energy and
CP&L can be found at http://www.cplc.com.

About Florida Progress
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 rail services,
marine  operations,  and coal mining and synthetic fuel  production.  Additional
information about Florida Progress can be found at http://www.fpc.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,
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 company's SEC reports.

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