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FILED BY FLORIDA PROGRESS CORPORATION
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933 AND DEEMED
FILED PURSUANT TO RULE 14a-6 OF THE
SECURITIES EXCHANGE ACT OF 1934
Subject Company: Florida Progress Corporation
Commission File No.: 001-08349
[FPC LOGO]
July 24, 2000
Dear Fellow Shareholder:
We have previously sent to you proxy material for the Annual Meeting of Florida
Progress shareholders to be held on August 17, 2000. YOUR BOARD OF DIRECTORS
HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED
COMBINATION WITH CAROLINA POWER & LIGHT COMPANY.
Since approval of the combination requires the affirmative vote of a majority
of the outstanding shares, YOUR VOTE IS IMPORTANT, no matter how many or how
few shares you may own. If you have not yet voted, please vote TODAY by
telephone, by Internet, or by signing and returning the enclosed proxy card in
the postage-paid envelope provided.
Thank you for your support.
Sincerely,
Richard Korpan
Chairman, President & Chief Executive Officer
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REMEMBER, YOU CAN VOTE IN ANY ONE OF THREE WAYS:
1. BY TELEPHONE: Locate the 14-digit CONTROL NUMBER Just above your name on
the Proxy Card. Then call 1-877-779-8683 on a touch-tone telephone and
follow the easy prompts. There is no charge for this call.
2. BY INTERNET: Locate the 14-digit CONTROL NUMBER Just above your name on
the Proxy Card. Then access http://www.eproxyvote.com/fpc and follow the
easy prompts.
3. BY MAIL: Simply sign and return the enclosed proxy card in the
postage-paid envelope provided.
If you have any questions, or need assistance with voting your
shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE AT 1-877-750-5838.
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An additional copy of the Proxy Statement, which you should read
because it contains important information, is available without
charge at the Securities and Exchange Commission's
web site at http://www.sec.gov, or by contacting
Innisfree M&A Incorporated at 877-750-5838.
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FILED BY FLORIDA PROGRESS CORPORATION
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933 AND DEEMED
FILED PURSUANT TO RULE 14a-6 OF THE
SECURITIES EXCHANGE ACT OF 1934
[FPC LOGO]
July 24, 2000
Dear Fellow Shareholder:
We have previously sent to you proxy material for the Annual Meeting of Florida
Progress shareholders to be held on August 17, 2000. YOUR BOARD OF DIRECTORS
HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED
COMBINATION WITH CAROLINA POWER & LIGHT COMPANY.
Since approval of the combination requires the affirmative vote of a majority
of the outstanding shares, YOUR VOTE IS IMPORTANT, no matter how many or how
few shares you may own. If you have not yet voted, please vote TODAY by
telephone, by Internet, or by signing and returning the enclosed voting form in
the postage-paid envelope provided.
Thank you for your support.
Sincerely,
Richard Korpan
Chairman, President & Chief Executive Officer
===============================================================================
IMPORTANT NOTE:
REMEMBER, YOU CAN NOW VOTE BY TELEPHONE OR INTERNET -- Simply
follow the easy instructions on the enclosed voting form.
If you have any questions, or need assistance in voting your
shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE AT 1-877-750-5838.
===============================================================================
<PAGE> 4
===============================================================================
An additional copy of the Proxy Statement, which you should read
because it contains important information, is available without
charge at the Securities and Exchange Commission's
web site at http://www.sec.gov, or by contacting
Innisfree M&A Incorporated at 877-750-5838.
===============================================================================
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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 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. 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, North Carolina 27601, telephone: (800) 662-7232.
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, Florida 33733, telephone:
(800) 937-2640. Read the definitive joint proxy statement/prospectus carefully
before making a decision concerning the share exchange.
