As filed with the Securities and Exchange Commission on April 21, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 21, 1994
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Exact name of Registrant as
Commission specified in its charter, address State of I.R.S. Employer
File No. of principal executive offices, telephone Incorporation Identification No.
1-8349 FLORIDA PROGRESS CORPORATION Florida 59-2147112
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (813) 824-6400
1-3274 FLORIDA POWER CORPORATION Florida 59-0247770
3201 34th Street South
St. Petersburg, Florida 33711
Telephone (813) 866-5151
</TABLE>
The address of neither registrant has changed since the last report.
This combined Form 8-K represents separate filings by Florida Progress
Corporation and Florida Power Corporation. Information contained herein
relating to any individual registrant is filed by each registrant on its own
behalf. Neither registrant makes any representations as to the information
relating to the other registrant.
<PAGE>
Item 5. Other Events
In light of ongoing securities offerings by Florida Progress Corporation
("Florida Progress") and its subsidiaries, including Florida Power Corporation
("Florida Power") and Progress Capital Holdings, Inc., the following
information is being presented pending distribution of the Florida Progress and
Florida Power Quarterly Reports on Form 10-Q for the quarter ended March 31,
1994:
1. Earnings release. Florida Progress issued a news release dated April
21, 1994 and a related Investor Information report of even date therewith
reporting first quarter 1994 earnings. Copies of the news release and report
are being filed herewith as Exhibits 99.(a) and 99.(b), respectively.
2. Common Stock offering. Florida Progress issued a news release dated
April 21, 1994 announcing plans to issue up to 3,795,000 new shares of common
stock. A copy of the news release is being filed herewith as Exhibit 99.(c).
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number (by
reference to Item 601
of Regulation S-K) Description of Exhibit
99.(a) Florida Progress Corporation News Release dated
April 21, 1994 regarding first quarter earnings.
99.(b) Florida Progress Corporation Investor Information
Report dated April 21, 1994.
99.(c) Florida Progress Corporation News Release dated
April 21, 1994 regarding common stock offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PROGRESS CORPORATION
FLORIDA POWER CORPORATION
By:/s/David R. Kuzma
---------------------------
David R. Kuzma
Vice President and Treasurer
of each Registrant
Date: April 21, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.(a) Florida Progress Corporation News Release dated April 21, 1994
regarding first quarter earnings.
99.(b) Florida Progress Corporation Investor Information Report dated
April 21, 1994.
99.(c) Florida Progress Corporation News Release dated April 21, 1994
regarding common stock offering.
EXHIBIT 99.(a)
Florida Progress Corporation
One Progress Plaza
St. Petersburg, Florida 33701
Contact: Karen Raihill - (813) 866-5023
FOR IMMEDIATE RELEASE:
Florida Progress Corporation releases first-quarter earnings
ST. PETERSBURG, Fla. (April 21, 1994) -- Florida Progress Corporation, parent
of St. Petersburg-based Florida Power Corporation, today reported first-quarter
earnings of $35.8 million, compared with $34.4 million earned a year ago.
Higher revenues from Florida Power and improved operating results from Florida
Progress' diversified operations were the main reasons for the company's
increase in first-quarter earnings. Florida Power's higher revenues in the
first quarter of 1994 were offset significantly because of costs associated
with an early retirement option.
Revenues for the quarter ended March 31 totaled $629.3 million, compared with
$493.3 million for the same period in 1993. Earnings per share in the first
quarter of 1994 were 40 cents, compared with 39 cents a share a year ago.
Florida Power, the largest subsidiary of Florida Progress, earned $31.8
million, or 36 cents per share, on revenues of $483.5 million in this year's
first quarter, compared with earnings of $31.5 million, or 36 cents a share, on
revenues of $407 million for the same period a year ago.
Utility revenues increased in 1994 primarily because retail kilowatt-hour sales
rose 5.5 percent and due to the continued impact of a phased-in rate increase
during 1993. Colder-than-normal temperatures across Florida Power's 32-county
service area contributed to the higher customer usage during the first three
months of this year. The average residential customer used 8.2 percent more
electricity this year than during the same three-month period last year.
A voluntary early retirement option, offered by the company to more than 200
eligible employees in December 1993, was accepted by 177 of them in January
1994. Costs related to this option lowered earnings by $7.9 million, or 9
cents a share, during the first quarter of this year. In last year's fourth
quarter, initial expenses for the early retirement option reduced 1993 earnings
by $3.4 million.
In this year's first quarter, earnings from Florida Progress' diversified
operations nearly doubled over the same period in 1993, largely because of
higher revenues and increased earnings from Electric Fuels Corporation, the
company's coal mining and
- - more -
transportation subsidiary. An acquisition in June 1993 by Electric Fuels
boosted the company's 1994 operating results. Diversified earnings were $4
million, or 4 cents per share, compared with the $2.1 million, or 2 cents a
share, earned last year.
Florida Progress (NYSE: FPC) is a diversified utility holding company with
assets of $5.6 billion. Its principal subsidiary is Florida Power, the state's
second-largest electric utility with more than 1.2 million customers.
Diversified operations include coal mining and transportation, life insurance,
real estate and lending and leasing.
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
March 31 March 31
1994 1993 1994 1993
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues $629,300,000 $493,300,000 $2,585,000,000 $2,125,100,000
Income Before Change in
Accounting $ 35,800,000 $ 33,600,000 $ 198,000,000 $ 179,200,000
Change in Accounting for
Deferred Taxes - 800,000 - 800,000
------------- ------------- -------------- --------------
Consolidated $ 35,800,000 $ 34,400,000 $ 198,000,000 $ 180,000,000
============= ============= ============== ==============
Earnings Per Share (EPS):
Florida Power Corporation $ .36 $ .36 $ 2.05 $ 2.00
Diversified Operations .04 .02 .18 .07
Income Before Change in ------- ------- ------ ------
Accounting .40 .38 2.23 2.07
Change in Accounting for
Deferred Taxes - .01 - .01
------- ------- ------ ------
Consolidated $ .40 $ .39 $ 2.23 $ 2.08
======= ======= ====== ======
Average Common
Shares Outstanding 89,393,052 87,671,182 88,764,886 86,588,917
</TABLE>
EXHIBIT 99.(b)
FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
Fax: (813) 824-6401
INVESTOR INFORMATION
Analysts' Contacts:
Richard R. Champion, Director, Investor Relations (813) 824-6428
Mark A. Myers, Manager, Investor Communications (813) 824-6422
April 21, 1994
Florida Progress Corporation releases first-quarter earnings
Florida Progress Corporation, parent of St. Petersburg-based Florida Power
Corporation, today reported first-quarter earnings of $35.8 million, compared
with $34.4 million earned a year ago. Higher revenues from Florida Power and
improved operating results from Florida Progress' diversified operations were
the main reasons for the company's increase in first-quarter earnings. Florida
Power's higher revenues in the first quarter of 1994 were offset significantly
because of costs associated with an early retirement option.
Revenues for the quarter ended March 31 totaled $629.3 million, compared with
$493.3 million for the same period in 1993. Earnings per share in the first
quarter of 1994 were 40 cents, compared with 39 cents a share a year ago.
Florida Power, the largest subsidiary of Florida Progress, earned $31.8
million, or 36 cents per share, on revenues of $483.5 million in this year's
first quarter, compared with earnings of $31.5 million, or 36 cents a share, on
revenues of $407 million for the same period a year ago.
Utility revenues increased in 1994 primarily because retail kilowatt-hour sales
rose 5.5 percent and due to the continued impact of a phased-in rate increase
during 1993. Colder-than-normal temperatures across Florida Power's 32-county
service area contributed to the higher customer usage during the first three
months of this year. The average residential customer used 8.2 percent more
electricity this year than during the same three-month period last year.
As a measure of cold weather, heating-degree days indicate variances from year
to year. In this year's first quarter, the heating-degree days in Florida
Power's service territory were more than 35 percent higher than last year's
first quarter, and about 19 percent above the 10-year average. These variances
indicate that the utility's service area experienced relatively cold
temperatures during the first three months of 1994.
- - more -
Energy sales also increased during the first quarter of this year because
customer growth was 3.2 percent, compared with 2.1 percent a year ago. The
higher customer growth rate is primarily due to Florida Power's acquisition of
the city of Sebring's distribution system in June of last year. This
acquisition added about 12,500 customers to Florida Power's system.
Another factor contributing to increased revenues and higher earnings at the
utility this year has been the continued impact of a phased-in rate increase
during 1993. State regulators granted Florida Power an $86-million base rate
increase in 1992, to be collected in three steps. The phased-in approach was
designed to coincide with the completion of new capital additions, such as the
in-service dates of new generating units.
The first phase of the increase, or about $58 million in annual revenues, went
into effect in November 1992. In April 1993, the utility began collecting the
second phase, or approximately $10 million in annualized revenues. The third,
and final, part of the increase -- estimated to result in revenues of about $18
million annually -- went into effect in November 1993.
A voluntary early retirement option, offered by the company to more than 200
eligible employees in December 1993, was accepted by 177 of them in January
1994. Costs related to this option lowered earnings by $7.9 million, or 9
cents a share, during the first quarter of this year. In last year's fourth
quarter, initial expenses for the early retirement option reduced 1993 earnings
by $3.4 million.
In this year's first quarter, earnings from Florida Progress' diversified
operations nearly doubled over the same period in 1993, largely because of
higher revenues and increased earnings from Electric Fuels Corporation, the
company's coal mining and transportation subsidiary. An acquisition in June
1993 by Electric Fuels boosted the company's 1994 operating results. Earnings
also were higher during the quarter due to a state tax adjustment that lowered
corporate overhead costs in 1994. Diversified earnings were $4 million, or 4
cents per share, compared with the $2.1 million, or 2 cents a share, earned
last year.
Florida Progress (NYSE: FPC) is a diversified utility holding company with
assets of $5.6 billion. Its principal subsidiary is Florida Power, the state's
second-largest electric utility with more than 1.2 million customers.
Diversified operations include coal mining and transportation, life insurance,
real estate and lending and leasing.
- - more -
<TABLE>
<CAPTION>
Florida Progress Corporation Page 3
Selected Financial Information (Unaudited)
(In millions)
Three Months Ended Twelve Months Ended
March 31 Percent March 31 Percent
1994 1993 Change 1994 1993 Change
-------- ------ ------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Electric utility $483.5 $407.0 18.8 $2,034.1 $1,798.0 13.1
Diversified 145.8 86.3 68.9 550.9 327.1 68.4
--------------------------------- -----------------------------
Total revenues 629.3 493.3 27.6 2,585.0 2,125.1 21.6
--------------------------------- -----------------------------
Expenses:
Electric utility:
Fuel and purchased power 162.2 121.6 33.4 699.1 614.0 13.9
Other oper. & maintenance 138.3 117.5 17.7 535.6 457.8 17.0
Depr. and other taxes 104.7 93.2 12.3 404.3 353.7 14.3
--------------------------------- -----------------------------
Total utility expenses 405.2 332.3 21.9 1,639.0 1,425.5 15.0
Diversified 134.1 76.2 76.0 498.2 289.5 72.1
--------------------------------- -----------------------------
Total expenses 539.3 408.5 32.0 2,137.2 1,715.0 24.6
--------------------------------- -----------------------------
Income from operations 90.0 84.8 6.1 447.8 410.1 9.2
Interest expense and other 36.4 34.2 6.4 138.6 140.8 (1.6)
--------------------------------- -----------------------------
Income before income taxes 53.6 50.6 5.9 309.2 269.3 14.8
Income taxes 17.8 17.0 4.7 111.2 90.1 23.4
--------------------------------- -----------------------------
Income before cum. effect of
accounting change 35.8 33.6 6.5 198.0 179.2 10.5
Cumulative effect of change in
accounting for income taxes - 0.8 - - 0.8 -
--------------------------------- -----------------------------
Net Income $35.8 $34.4 4.1 $198.0 $180.0 10.0
================================= =============================
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Florida Progress Corporation Page 4
Selected Financial Information (Unaudited)
Three Months Ended Percent Twelve Months Ended Percent
March 31 Positive March 31 Positive
1994 1993 (Negative) 1994 1993 (Negative)
-------- -------- -------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings Per Share:
Florida Power Corporation $0.36 $0.36 - $2.05 $2.00 2.5
-------- -------- ----------------- --------
Electric Fuels Corporation 0.03 0.02 50.0 0.18 0.14 28.6
Mid-Continent Life Insurance Co. 0.03 0.02 50.0 0.10 0.09 11.1
Progress Credit Corporation
Lending and Leasing 0.01 0.01 - 0.02 0.04 (50.0)
Real Estate (0.02) (0.02) - (0.08) (0.18) 55.6
Corporate and other (0.01) (0.01) - (0.04) (0.02) (100.0)
-------- -------- -----------------
Diversified (before SFAS 109) 0.04 0.02 100.0 0.18 0.07 157.1
-------- -------- -----------------
Income before accounting change 0.40 0.38 5.3 2.23 2.07 7.7
Change in accounting - 0.01 - - 0.01 -
-------- -------- -----------------
Total $0.40 $0.39 2.6 $2.23 $2.08 7.2
======== ======== =================
Average shares outstanding (mill.) 89.4 87.7 1.9 88.8 86.6 2.5
Dividends per share $0.495 $0.485 2.1 $1.960 $1.920 2.1
Book value per share $20.35 $19.83 2.6
</TABLE>
<TABLE>
<CAPTION>
March 31
March 31 1994 1993
1994 1993 Amount Percent Amount Percent
-------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Equity investments (percent): Capitalization (in millions):
Florida Power Corporation 84 84 Common stock $1,826.1 45.5 $1,744.3 45.5
Electric Fuels Corporation 8 7 Preferred stock 148.5 3.7 183.5 4.8
Mid-Continent Life Insurance Co. 4 4 Long-term debt 1,891.5 47.1 1,780.6 46.4
Progress Credit Corporation 4 5 Short-term
capital 150.9 3.7 127.9 3.3
-------- -------- --------- -------- --------- --------
Total 100 100 Total $4,017.0 100.0 $3,836.3 100.0
======== ======== ========= ======== ========= ========
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Florida Power Corporation
Selected Statistical Data (Unaudited) Page 5
(In millions, except billing degree days)
Three Months Ended Twelve Months Ended
March 31 Percent March 31 Percent
1994 1993 Change 1994 1993 Change
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Residential $267.5 $216.3 23.7 $1,109.9 $928.5 19.5
Commercial 102.5 91.9 11.5 468.5 414.9 12.9
Industrial 39.7 35.3 12.5 166.3 139.2 19.5
Other retail sales 23.4 18.6 25.8 104.5 89.9 16.2
-------- -------- -------- --------
433.1 362.1 19.6 1,849.2 1,572.5 17.6
Sales for resale 30.9 23.6 30.9 129.6 98.5 31.6
-------- -------- -------- --------
464.0 385.7 20.3 1,978.8 1,671.0 18.4
Other electric revenues 12.3 20.4 (39.7) 58.0 64.9 (10.6)
Deferred fuel 7.2 0.9 - (2.7) 62.1 -
-------- -------- -------- --------
Total $483.5 $407.0 18.8 $2,034.1 $1,798.0 13.1
======== ======== ======== ========
Kilowatt-hour sales billed:
Residential 3,237.7 2,906.8 11.4 13,703.5 12,765.8 7.3
Commercial 1,723.7 1,664.2 3.6 7,944.3 7,581.2 4.8
Industrial 830.2 781.3 6.3 3,429.7 3,239.1 5.9
Other retail sales 426.2 407.8 4.5 1,908.5 1,799.3 6.1
-------- -------- -------- --------
6,217.8 5,760.1 7.9 26,986.0 25,385.4 6.3
Sales for resale 514.8 381.8 34.8 2,252.5 1,837.2 22.6
-------- -------- -------- --------
Total electric sales 6,732.6 6,141.9 9.6 29,238.5 27,222.6 7.4
======== ======== ======== ========
System Requirements (KWH) 6,874 6,472 6.2 30,646 28,754 6.6
Retail KWH Sales
(Billed & Unbilled) 6,160 5,839 5.5 27,095 25,490 6.3
Billing Degree Days:
Cooling - - - 3,386 3,322 1.9
Heating 453 334 35.6 627 537 16.8
Note: Total revenues include billed revenues and unbilled revenues that are accrued for
accounting purposes. Statistics for total kilowatt-hour sales only include billed kilowatt-hour
sales. The statistic for system requirements is based on total system generation, so it includes
billed and unbilled sales. Since system requirements include billed and unbilled kilowatt-hour
sales, it is a better measure of total sales growth.
</TABLE>
EXHIBIT 99.(c)
NEWS RELEASE
FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
Contact: Karen Raihill - (813) 866-5023
FOR IMMEDIATE RELEASE:
Florida Progress Corporation announces plans for common stock offering
ST. PETERSBURG, Fla. (April 21, 1994) -- Florida Progress Corporation, parent
of St. Petersburg-based Florida Power Corporation, today announced plans to
issue up to 3,795,000 new shares of common stock, including an over-allotment
option to purchase up to 495,000 shares. Subject to market conditions, an
underwritten public offering is expected to be concluded sometime next month.
A shelf registration statement related to these shares was filed with the
Securities and Exchange Commission and declared effective in December 1993.
Florida Progress plans to sell the stock through underwriters led by
PaineWebber Incorporated, Kidder, Peabody & Co. Incorporated and Raymond James
& Associates, Inc. Terms of the sale of the common stock will be determined at
the time of the sale.
Net proceeds from the offering are expected to be added to the company's
general funds and be used primarily to provide equity funds to Florida Power,
the company's largest subsidiary.
Florida Progress (NYSE: FPC) is a diversified utility holding company with
assets of $5.6 billion. Its principal subsidiary is Florida Power Corporation,
the state's second-largest electric utility with more than 1.2 million
customers. Diversified operations include coal mining and transportation, life
insurance, real estate, and lending and leasing.
This communication shall not constitute an offer to sell, or the solicitation
of an offer to buy, the common stock. Such offers and sales may only be made
by means of a prospectus. A preliminary prospectus supplement and prospectus
dated April 21, 1994, relating to the common stock, may be obtained by
contacting one of the managing underwriters, or by contacting the company at
the address listed above or through its Investor Services Department at
1 (800) 352-1121.
###
