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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 Logo] Florida Progress
Corporation
FLORIDA POWER RETIREES'
UPDATE ON CPL/FPC MERGER
MAY 16, 2000
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AGENDA
o KEY MERGER TERMS
o REGULATORY APPROVAL PROCESS
o SHARE EXCHANGE
o Q & A
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CP&L MERGER - KEY TERMS
o $54.00 A SHARE, 30% PREMIUM
o 65% CASH, 35% STOCK
o STOCK COLLAR
o CONTINGENT VALUE OBLIGATION (CVO)
o WALK AWAY RIGHT
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CP&L MERGER - STOCK COLLAR
ILLUSTRATION OF COLLAR
Walk-away
$58.00 @ $30.00
$56.00 $37.13 $45.39
VALUE TO $54.00 $54.00
$52.00
FPC $50.00
$48.00
SHAREHOLDERS $46.00
$24.00 $29.00 $34.00 $39.00 $44.00 $49.00 $54.00
CP&L Share Price
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VALUE OF CASH + CPL STOCK
o ASSUME 65% CASH 35% STOCK
o A. $54.00 X 65% = $35.10
o B. CPL STOCK PRICE X 1.4543 X 35%
o A + B = VALUE OF CASH + CPL STOCK
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VALUE OF CASH + CPL STOCK
o AS OF MAY 12, 2000
o A. $54.00 X 65% = $35.10
o B. $34.375 X 1.4543 X 35% = $17.50
o A + B = $52.60
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CASH/STOCK PRORATION
o AFTER TABULATION OF ELECTION FORMS, CP&L WILL PRORATE CASH OR STOCK
ALLOCATION AS NECESSARY
o AFTER PRORATION, 65% OF FPC SHARES WILL BE EXCHANGED FOR CASH & 35% FOR
CPL STOCK
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CASH/STOCK - PRORATION
o EXAMPLE: 75% CASH, 10% STOCK, 15% NO ELECTION MADE BY SHAREHOLDERS
o STEP 1: 15% NO ELECTION SHARES ADDED TO STOCK ELECTION, RESULTING IN
75% CASH AND 25% STOCK
o STEP 2: 65% OF TOTAL SHARES PRORATED TO SHAREHOLDERS REQUESTING CASH.
REMAINING 10% OF SHARES (75% - 65%) PAID IN STOCK
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CONTINGENT VALUE OBLIGATION
o SHARE EXCHANGE AGREEMENT MODIFIED
o ONE CVO FOR EVERY SHARE OF FPC
o ISSUED ON SHARE EXCHANGE DATE
o REGISTERED BUT NOT LISTED ON AN EXCHANGE
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CONTINGENT VALUE OBLIGATION
o NET AFTER-TAX CASH FLOWS FROM FOUR SYNTHETIC FUEL PLANTS DURING 2001 -
2007
o CASH PLACED IN A TRUST UNTIL DISTRIBUTED TO CVO HOLDERS
o PAYMENTS EXPECTED TO BEGIN 2007
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CONTINGENT VALUE OBLIGATION
o VALUE OF CVO
o TO BE DETERMINED ON SHARE EXCHANGE DATE AS FOLLOWS:
1. TOTAL VALUE OF FPC STOCK AT SHARE EXCHANGE DATE
2. LESS CASH AND CP&L STOCK RECEIVED ($52.60 PER EXAMPLE)
3. EQUALS VALUE OF CVO ON SHARE EXCHANGE DATE
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CP&L MERGER
KEY MILESTONES TARGET
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o SHAREHOLDER APPROVAL JUNE 28
o REGULATORY APPROVALS
o FERC, SEC, DOJ, NRC THIRD QTR
o SHARE EXCHANGE FALL 2000
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NEXT STEPS FOR SHAREHOLDERS
o PROXY MATERIAL MAILED - 6 WEEKS BEFORE SHAREHOLDER APPROVAL MEETING
o SHAREHOLDER APPROVAL - JUNE 28
o FORM OF ELECTION MAILED 30 TO 90 DAYS PRIOR TO SHARE EXCHANGE
o SHARE EXCHANGE - FALL 2000 QUESTIONS & ANSWERS
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QUESTIONS & ANSWERS
GREG BEURIS 727-820-5734
[email protected]
AL DELIKAT 727-820-5738
[email protected]
In connection with the share exchange between CP&L Energy and Florida
Progress, each of Carolina Power & Light and Florida Progress have filed with
the Securities and Exchange Commission (the "SEC") a preliminary proxy
statement/prospectus. CP&L will file a Registration Statement on Form S-4 and
Florida Progress will file a definitive proxy statement, each of which will
contain the definitive joint proxy statement/prospectus of CP&L Energy and
Florida Progress in addition to other relevant documents concerning the share
exchange with the SEC. 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 Carolina Power & Light and CP&L Energy with the SEC can be
obtained by contacting Carolina Power & Light and 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
(BT11B), 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 Carolina
Power & Light 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.
