Filed by CP&L Energy, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Florida Progress Corporation
Commission File No. 333-40836
On August 2, 2000, CP&L Energy issued the following press release:
Joe Richardson, Florida Power President & CEO, to Resign at Close Of
Acquisition, Bill Habermeyer Named Replacement
RALEIGH, N.C. (August 2, 2000) -- CP&L Energy, Inc. (NYSE: CPL) today announced
that Joe Richardson, current president and CEO of Florida Power, has decided to
leave the company following the close of CP&L's acquisition of Florida Power's
parent company Florida Progress Corporation (NYSE: FPC). William Habermeyer,
current vice president-Western Region of CP&L, will replace Richardson as
President & CEO of Florida Power.
"Joe Richardson is a talented executive and has been a valuable member of the
management team throughout the integration and we are disappointed in his
decision to leave," said William Cavanaugh, CP&L chairman, president and CEO.
"CP&L's focus on development and succession planning is one of the reasons we
have such depth in our management team and were able to quickly name someone as
capable as Bill Habermeyer to head Florida Power following the close of the
acquisition. With many significant regulatory and integration milestones already
behind us, the acquisition is on track to be completed this fall."
"This was my decision and a difficult one," said Joe Richardson, president & CEO
of Florida Power. "I've spent 25 years of my career with Florida Power and
Florida Progress and have enjoyed having responsibility for all facets of the
organization. Now that Florida Power will be part of a larger organization with
headquarters elsewhere, it's not appropriate for me to have a similar role with
the company. Therefore, I have decided to move on and seek leadership
opportunities in other organizations, including those in other industries and
other areas of the country. In the meantime, I remain committed to successfully
completing this combination with CP&L. After working side by side with CP&L
management for nearly a year now, I am confident Florida Power and CP&L are well
positioned to succeed in the marketplace."
"Florida Power is an outstanding organization and I look forward to working with
the team in Florida," said William Habermeyer, vice president, CP&L. "Customer
satisfaction and community involvement are my top priorities. I want to make
Florida Power the envy of the combined company and the best place to work in
Florida."
Habermeyer joined CP&L in 1993 after a distinguished 28-year career in the U.S.
Navy. He served as CP&L's vice president, Nuclear Services and Environmental
Support from 1993-1995. From 1995-1997, he was vice president, Nuclear
Engineering. He was named to his current position, vice president- Western
Region, in 1997. Headquartered in Asheville, North Carolina, Habermeyer has been
responsible for regional distribution management, customer support and community
relations. He has been very active in the community and is currently serving as
chairman of the Asheville Area Chamber of Commerce.
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Habermeyer retired from the Navy in 1992 as a Rear Admiral after serving various
assignments including Commander Submarine Group Two, New London, CT, Director of
Attack Submarines for the Office of the Chief of Naval Operations and Commandant
of Midshipmen, U.S. Naval Academy. He is a graduate of the U.S. Naval Academy
and has an MS in Public Administration from George Washington University.
CP&L and Florida Progress announced a share exchange agreement on August 23,
1999; the agreement was amended March 6, 2000. The acquisition has already
received approval by the Federal Energy Regulatory Commission (FERC) and the
Federal Trade Commission (FTC). 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. 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 acquisition is expected to close in the fall.
The combined company will be one of the nation's 10 largest energy companies
based on a generating capacity of more than 19,000 megawatts. The new company
will have a powerful presence in the Southeastern electric and natural gas
markets with more than 2.8 million customers and will be dedicated to expanding
the region's electric generation capacity and delivering reliable, competitively
priced energy throughout its high-growth service area.
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.
About CP&L Energy
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 distribution and
service, through its wholly owned subsidiary North Carolina Natural Gas (NCNG),
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 can be found at http://www.cplc.com.
[end of text of press release]
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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 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.
