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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-12 of the Securities Exchange
Act of 1934
Subject Company: Florida Progress Corporation
Commission File No. 001-08349
Florida Progress Corporation
June 16, 2000
Richard Korpan
Chairman, President &
Chief Executive Officer
Dear Fellow Shareholder:
I wanted to take this opportunity to update you on our planned combination with
Carolina Power & Light Co. (CP&L)-a combination that provides shareholders with
a premium price and that recognizes the outstanding value of our successful
company.
For each share of Florida Progress common stock you own, you can elect to
receive $54.00 in cash or CP&L stock, subject to adjustment. You will also
receive one contingent value obligation, which represents the right to receive
contingent payments based on the net after-tax cash flow to CP&L from four
synthetic fuel plants. Additional information concerning the terms of our share
exchange agreement will be included in our proxy material, which we expect to
mail in July.
The proxy material also will describe several ways you can vote, including by
telephone, through the Internet, and of course, by mailing your proxy.
At our annual meeting, currently scheduled for August 17, 2000, shareholder
voting for the proposed transaction with CP&L will be finalized. Assuming
shareholder approval, we expect to close our transaction with CP&L sometime
during the fall of 2000.
Sincerely,
/s/ Richard Korpan
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Richard Korpan
A 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 Investor
Services at P.O. Box 14042, St. Petersburg, FL 33733.
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In connection with the share exchange between CP&L and Florida
Progress, each of CP&L and Florida Progress have filed with the Securities and
Exchange Commission (the "SEC") a preliminary proxy statement/prospectus. CP&L
will file with the SEC a Registration Statement on Form S-4, and Florida
Progress will file with the SEC a definitive proxy statement, each of which will
contain the definitive joint proxy statement/prospectus of CP&L and Florida
Progress in addition to other relevant documents concerning the share exchange.
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 with the SEC can be obtained by contacting CP&L 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, St. Petersburg,
Florida 33733, telephone: (800) 937-2840. READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE SHARE
EXCHANGE.
CP&L Energy, its officers, directors, employees and agents may be
soliciting proxies from CP&L Energy shareholders in connection with the share
exchange. Information concerning the participants in the solicitation is set
forth in the preliminary joint proxy statement/prospectus filed by CP&L with the
SEC on May 23, 2000.
Florida Progress, its officers, directors, employees and agents may be
soliciting proxies from Florida Progress shareholders in connection with the
share exchange. Information concerning the participants in the solicitation is
set forth in the preliminary joint proxy statement/prospectus filed by Florida
Progress with the SEC on May 23, 2000.
