FLORIDA POWER CORP /
8-K, 1996-01-24
ELECTRIC SERVICES
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     As filed with the Securities and Exchange Commission on January 24, 1996


                        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):
                                 January 22, 1996


<TABLE>
<CAPTION>
                        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.
        <S>             <C>                                            <C>              <C>
        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 an  individual  registrant  is filed by that  registrant  on its own  behalf.
Florida Power makes no representations as to the information relating to Florida
Progress' diversified operations.

<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 combined  Florida  Progress and
Florida Power Annual Report on Form 10-K for the year ended December 31, 1996:

      1. Year End Earnings. Florida Progress issued a news release dated January
22,  1996 and a related  Investor  Information  report  of even  date  therewith
reporting  earnings for the year ended  December  31,  1995.  Copies of the news
release  and report are being  filed  herewith  as  Exhibits  99.(a) and 99.(b),
respectively.

     2. Florida  Power  President  Retires.  Florida Power issued a news release
dated  January 17, 1996,  reporting that Florida Power's President,  Allen
J. Keesler, Jr., plans to retire, and that Joseph H. Richardson will be promoted
to President and Chief  Operating  Officer of Florida Power,  effective April 1,
1996.  A copy of the news release is being file 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 January
                       22, 1996 regarding year end earnings.

99.(b)                 Florida Progress Corporation Investor Information
                       Report dated January 22, 1996.

99.(c)                 Florida Power Corporation News Release dated January
                       17, 1996 reporting retirement of Florida Power President.




<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

                                              /s/ James V. Smallwood
                                          By:____________________________
                                              James V. Smallwood
                                              Treasurer of each Registrant



Date:  January 22, 1996




<PAGE>

                               EXHIBIT INDEX



Exhibit No.       Description of Exhibit

99.(a)            Florida  Progress  Corporation  News Release dated January 22,
                  1996 regarding year end earnings.

99.(b)            Florida Progress Corporation Investor Information Report
                  dated January 22, 1996.

99.(c)            Florida Power Corporation News Release dated January 17,
                  1996 reporting retirement of Florida Power President.




                               EXHIBIT 99.(A)

NEWS RELEASE
- ------------------------------------
FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
Contact: Karen Raihill - (813) 866-5023

                                                              

Florida Progress Corporation reports increase in 1995 earnings

ST. PETERSBURG, Fla. (January 22, 1996) -- Florida Progress Corporation,  parent
of St. Petersburg-based  Florida Power Corporation,  today reported consolidated
1995 earnings of $238.9  million,  compared with $212 million earned a year ago.
Revenues for 1995 totaled $3.06  billion,  compared with $2.77 billion for 1994.
Earnings per share in 1995 were $2.50, an increase of 9.6 percent, compared with
$2.28 a share earned a year ago.

Improved operating results at Florida Power -- the largest subsidiary of Florida
Progress  -- was the main  reason for the  company's  higher  earnings  in 1995.
Florida Power earned $217.3  million,  or $2.27 per share,  on revenues of $2.27
billion in 1995,  compared with earnings of $190.7 million, or $2.05 a share, on
revenues of $2.08 billion in 1994.

Revenues increased at Florida Power in 1995 because retail  kilowatt-hour  sales
increased  by 7.8  percent  compared  to the prior  year.  The  total  number of
customers grew by about 28,000 in 1995.

A stronger economy and abnormal weather conditions  contributed to a 5.4 percent
increase  in  average  residential  customer  usage  in 1995.  Total  industrial
kilowatt-hour   sales   increased   by  8   percent   for  the   year,   due  to
better-than-expected improvement in the phosphate industry.

Florida  Power  continued  its  emphasis on  cost-control  efforts in 1995.  The
resulting  savings  offset  higher  nuclear   decommissioning  and  depreciation
expenses.  Also in 1995,  the company  began  recognizing  charges  related to a
Florida  Public  Service  Commission-approved  amortization  of  costs  for  the
canceled Lake Tarpon to Kathleen transmission line.

In 1994,  Florida Power recognized  restructuring and voluntary early retirement
costs that reduced  earnings by $11.5 million,  or 12 cents a share. The utility
also  wrote off an  investment  in a gas  pipeline  project  that  lowered  1994
earnings by $3.9 million, or 4 cents a share.


                                                        - more -

<PAGE>

Electric Fuels Corporation,  the energy and transportation subsidiary of Florida
Progress' diversified operations, continued its solid performance in the face of
depressed market conditions for coal in 1995. Despite the lower demand for coal,
Electric Fuels had earnings of $24 million, or 25 cents per share, in 1995. This
compares  with  $22.6  million,  or 25  cents  per  share,  in  1994.  Excellent
performance  from Electric  Fuels'  inland  marine and rail services  operations
contributed to the increased earnings from this business unit.

Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $5.8 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
                                                         December 31                               December 31

                                                  1995                1994                1995                  1994
                                            -----------------   -----------------   ------------------    ------------------
                                            -----------------   -----------------   ------------------    ------------------
<S>                                          <C>                 <C>                 <C>                 <C>

   Revenues                                   $746,900,000        $682,900,000         $3,055,600,000        $2,771,500,000

   Net Income                                 $ 46,000,000        $ 46,000,000         $  238,900,000        $  212,000,000
                                              ============        ============         ==============        ==============

   Earnings Per Share (EPS):
   Florida Power Corporation                       $  .43              $  .44                  $ 2.27                $ 2.05
   Diversified Operations                             .05                 .05                     .23                   .23
                                                   ======              ======                  ======                ======
   Consolidated                                    $  .48              $  .49                  $ 2.50                $ 2.28
                                                   ======              ======                  ======                ======
   Average Common
      Shares Outstanding                       96,212,060          94,930,947              95,743,072            92,976,292


</TABLE>



                                 EXHIBIT 99.(B)

FLORIDA PROGRESS CORPORATION
INVESTOR INFORMATION
- --------------------------------------------------------------------------
Analysts' Contacts:
Mark A. Myers, Manager, Investor Relations (813) 866-4245
John A. Serba, Senior Investor Communications Analyst (813) 866-4247

                                                            January 22, 1996

Florida Progress Corporation reports increase in 1995 earnings


Florida  Progress  Corporation,  parent of St.  Petersburg-based  Florida  Power
Corporation,  today  reported a 1995 earnings per share increase of 9.6 percent.
Earnings for the year were $238.9 million, or $2.50 a share,  compared with $212
million,  or $2.28 a share in 1994. The company had 1995 revenues totaling $3.06
billion, compared with $2.77 billion for 1994.

Significant items influencing 1995 operating results:

     o   An increase in retail  energy sales at Florida  Power due to a stronger
         economy and more extremes in summer and winter weather.

     o   Continued customer growth -- up 2.2 percent this year, or about 28,000
         over 1994.

     o   The utility's continued commitment to further reductions in operating
         expenses.

Florida  Power,  the  largest  subsidiary  of Florida  Progress,  earned  $217.3
million, or $2.27 per share, on revenues of $2.27 billion for the year, compared
with earnings of $190.7 million,  or $2.05 a share, on revenues of $2.08 billion
in 1994.

Retail  kilowatt-hour  sales at the utility  increased  7.8 percent  during 1995
compared with the prior year. A stronger economy and abnormal weather conditions
contributed to a 5.4 percent increase in average  residential  customer usage in
1995. Total industrial  kilowatt-hour sales increased by 8 percent for the year,
due to better-than-expected improvement in the phosphate industry.

Earnings  were helped by the ongoing  cost-control  initiatives  at the utility.
This has occurred even with the addition of 28,000  customers  during 1995.  The
higher  energy  sales and the cost  reductions  offset  increased  expenses  for
nuclear decommissioning and depreciation. In 1995, Florida Power absorbed a $6.9
million  pre-tax  charge  for the  Florida  Public  Service  Commission-approved
amortization of costs of the canceled Lake Tarpon to Kathleen transmission line.


                                                         - more -

<PAGE>

In 1994,  Florida Power recognized  restructuring and voluntary early retirement
costs that reduced  earnings by $11.5 million,  or 12 cents a share. The utility
also wrote off an  investment  in a proposed gas  pipeline  project that lowered
1994 earnings by $3.9 million, or 4 cents a share.

In January 1995, the Florida Public Service  Commission ordered Florida Power to
begin a three-year test of a revenue  decoupling plan for residential sales. The
plan separates, or decouples, revenues from energy sales. Decoupling is designed
to reconcile the revenues to an authorized  target level. For this first year of
the test, the  decoupling  mechanism  lowered billed  revenues by $17.8 million.
Florida  Power does not expect the  decoupling  mechanism to  materially  affect
results for the three-year test period.

Electric Fuels Corporation,  the energy and transportation subsidiary of Florida
Progress' diversified operations, continued its solid performance in the face of
depressed market conditions for coal in 1995. Despite the lower demand for coal,
Electric Fuels had earnings of $24 million, or 25 cents per share, in 1995. This
compares  with  $22.6  million,  or 25  cents  per  share,  in  1994.  Excellent
performance  from Electric  Fuels'  inland  marine and rail services  operations
contributed to the increased earnings from this business unit.

Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $5.8 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 -


<PAGE>

FLORIDA PROGRESS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME                                       Page 3
(In millions, except per share amounts)

                                        Three Months Ended   Twelve Months Ended
                                            December 31          December 31
                                        -------------------  -------------------
(UNAUDITED)                               1995      1994       1995      1994
                                        --------  --------   --------  --------

REVENUES:
  Electric utility                        $533.5    $493.5   $2,271.7  $2,080.5
  Diversified                              213.4     189.4      783.9     691.0
                                        --------- ---------  --------- ---------
                                           746.9     682.9    3,055.6   2,771.5
EXPENSES:                               --------- ---------  --------- ---------
  Electric utility:
    Fuel used in generation                 97.9      85.7      433.7     431.9
    Purchased power                        109.8      77.7      440.7     294.6
    Deferred fuel                           (2.3)     18.2       (1.7)     (1.5)
    Other operation                         90.4      81.3      358.7     388.8
                                        --------- ---------  --------- ---------
    Operation                              295.8     262.9    1,231.4   1,113.8
    Maintenance                             29.2      32.0      114.1     122.9
    Depreciation                            76.4      66.6      293.7     261.5
    Taxes other than income taxes           40.0      38.6      176.2     162.8
                                        --------- ---------  --------- ---------
                                           441.4     400.1    1,815.4   1,661.0
                                        --------- ---------  --------- ---------
  Diversified:
    Cost of sales                          174.7     157.7      642.3     571.2
    Other                                   22.0      17.4       74.3      63.3
                                        --------- ---------  --------- ---------
                                           196.7     175.1      716.6     634.5
                                        --------- ---------  --------- ---------
INCOME FROM OPERATIONS                     108.8     107.7      523.6     476.0
                                        --------- ---------  --------- ---------
INTEREST EXPENSE AND OTHER:
  Interest expense                          34.5      35.9      142.0     144.8
  Allowance for funds used during
    construction                            (1.7)     (2.6)      (7.3)    (10.9)
  Preferred dividend requirements of
    Florida Power                            2.4       2.5        9.7      10.1
  Other expense, net                         1.8       2.7        3.9      10.3
                                        --------- ---------  --------- ---------
                                            37.0      38.5      148.3     154.3
                                        --------- ---------  --------- ---------
INCOME BEFORE INCOME TAXES                  71.8      69.2      375.3     321.7

  Income Taxes                              25.8      23.2      136.4     109.7
                                        --------- ---------  --------- ---------
NET INCOME                                 $46.0     $46.0     $238.9    $212.0
                                        ========= =========  ========= =========
AVERAGE SHARES OF COMMON STOCK
  OUTSTANDING                               96.2      94.9       95.7      93.0
                                        ========= =========  ========= =========

EARNINGS PER AVERAGE COMMON SHARE          $0.48     $0.49      $2.50     $2.28
                                        ========= =========  ========= =========

Regarding these financial statements:
These are  interim  statements.  Reference  should be made to  Florida  Progress
Corporation's  1994 Annual Report to shareholders  and S.E.C.  Form 10-K for the
year  ended  December  31,  1994 and all  subsequent  reports  filed with the
Securities  and  Exchange  Commission.  Neither  this  report nor any  statement
contained  herein is intended to  constitute an offer of or  solicitation  of an
offer to buy any  securities  or is  furnished  for the purpose of  promoting or
influencing the sale or purchase of securities.


<PAGE>

FLORIDA PROGRESS CORPORATION
CONSOLIDATED BALANCE SHEETS                                           Page 4
                                                              
                                                              (In millions)
                                                               December 31
                                                       -------------------------
(UNAUDITED)                                               1995         1994
                                                       -----------  -----------
ASSETS
PROPERTY, PLANT AND EQUIPMENT:
  Electric utility plant in service and held for          
    for future use                                        $5,867.5     $5,603.4
  Less - Accumulated depreciation                          2,179.7      1,981.6
         Accumulated decommissioning for nuclear plant       165.2        135.2
         Accumulated dismantlement for fossil plants         104.4         92.4
                                                         ----------   ----------
                                                           3,418.2      3,394.2
  Construction work in progress                              131.8        222.1
  Nuclear fuel, net of amortization of $348.7
    in 1995 and $322.8 in 1994                                59.1         52.9
                                                         ----------   ----------
        Net electric utility plant                         3,609.1      3,669.2
  Other property, net of depreciation of $189.9
    in 1995 and $163.5 in 1994                               455.2        420.9
                                                         ----------   ----------
                                                           4,064.3      4,090.1
                                                         ----------   ----------
CURRENT ASSETS:
  Cash and equivalents                                         4.7         14.4
  Accounts receivable, net                                   309.5        262.2
  Current portion of leases and loans receivable              43.0         15.3
  Inventories, primarily at average cost:
    Fuel                                                      63.0         75.2
    Utility materials and supplies                           101.3        110.4
    Diversified materials                                    113.2         68.1
  Other                                                       44.8         42.8
                                                         ----------   ----------
                                                             679.5        588.4
                                                         ----------   ----------
OTHER ASSETS:
  Investments:
    Leases and loans receivable, net                         340.8        438.0
    Marketable securities                                    188.2        148.3
    Nuclear plant decommissioning fund                       161.1        123.6
    Joint ventures and partnerships                           73.7         74.5
  Deferred insurance policy acquisition costs                106.4         91.9
  Other                                                      177.1        163.9
                                                         ----------   ----------
                                                           1,047.3      1,040.2
                                                         ----------   ----------
                                                          $5,791.1     $5,718.7
                                                         ==========   ==========

CAPITAL AND LIABILITIES
CAPITAL:
  Common stock equity                                     $2,078.1     $1,984.4
  Cumulative preferred stock of Florida Power                138.5        143.5
  Long-term debt                                           1,685.2      1,859.6
                                                         ----------   ----------
                                                           3,901.8      3,987.5
                                                         ----------   ----------
CURRENT LIABILITIES:
  Accounts payable                                           168.5        147.1
  Customers' deposits                                         85.3         76.9
  Income taxes payable                                        14.4         12.7
  Accrued other taxes                                         15.9         14.8
  Accrued interest                                            47.5         47.3
  Other                                                      103.4         69.3
                                                         ----------   ----------
                                                             435.0        368.1
  Notes payable                                                -           55.3
  Current portion of long-term debt                          183.9         52.9
                                                         ----------   ----------
                                                             618.9        476.3
                                                         ----------   ----------
DEFERRED CREDITS AND OTHER LIABILITIES:
  Deferred income taxes                                      694.3        744.1
  Unamortized investment tax credits                         101.5        110.0
  Insurance policy benefit reserves                          265.0        222.5
  Other postretirement benefit costs                          84.8         67.8
  Other                                                      124.8        110.5
                                                         ----------   ----------
                                                           1,270.4      1,254.9
                                                         ----------   ----------
                                                          $5,791.1     $5,718.7
                                                         ==========   ==========
<PAGE>

FLORIDA  PROGRESS  CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS                                   Page 5
(In millions)
                                        Three Months Ended   Twelve Months Ended
                                            December 31          December 31
                                        -------------------  -------------------
(UNAUDITED)                               1995      1994       1995      1994
                                        --------  --------   --------  --------
OPERATING ACTIVITIES:
  Net income                               $46.0     $46.0     $238.9    $212.0
  Adjustments for noncash items:
    Depreciation and amortization           93.2      83.7      359.1     321.7
    Deferred income taxes and
     investment tax credits, net            (6.8)      8.2      (80.0)    (32.3)
    Increase in accrued other
     postretirement benefit costs            4.1       2.8       17.0      20.4
    Net change in deferred insurance
     policy acquisition costs               (2.8)      1.3      (14.5)    (10.4)
    Net change in insurance policy
     benefit reserves                       11.1       5.5       42.5      36.0
    Changes in working capital, net of
     effects from acquisition or sale
     of businesses:
        Accounts receivable                 30.0      24.4      (44.3)    (17.4)
        Inventories                        (29.8)     (5.8)     (29.8)    (10.1)
        Accounts payable                     3.4      17.8       19.4      (4.2)
        Income taxes payable               (42.1)    (32.6)       2.0     (29.6)
        Accrued other taxes                (55.5)    (44.5)       0.9       3.8
        Other                               25.2      34.8       41.7      19.6
    Other operating activities             (10.7)     (5.4)      10.1      23.0
                                        --------- ---------  --------- ---------
                                            65.3     136.2      563.0     532.5
                                        --------- ---------  --------- ---------
INVESTING ACTIVITIES:
  Property additions (including
   allowance for borrowed funds used
   during construction)                   (121.2)   (121.9)    (335.4)   (368.1)
  Proceeds from sales of properties
   and businesses                            3.5       2.0       13.8      16.3
  Purchase of leases, loans and
   securities                              (20.1)     (5.1)     (56.2)    (74.1)
  Proceeds from sale or collection of
   leases, loans and securities             30.7      34.5      101.2     102.2
  Acquisition of businesses                 (3.3)       -        (9.2)    (17.1)
  Distributions from (investments in)
   joint ventures and partnerships, net     (1.6)      3.4       (4.8)     (1.3)
  Other investing activities                (2.7)     (2.6)     (11.0)    (10.8)
                                        --------- ---------  --------- ---------
                                          (114.7)    (89.7)    (301.6)   (352.9)
                                        --------- ---------  --------- ---------
FINANCING ACTIVITIES:
  Issuance of long-term debt                  -         -          -      103.7
  Repayment of long-term debt              (16.3)    (31.0)     (55.5)    (86.7)
  Increase (decrease) in commercial
    paper with long-term support           106.0       7.4        1.0     (61.2)
  Redemption of preferred stock             (5.0)     (5.0)      (5.0)     (5.0)
  Sale of common stock                       9.6       9.6       38.4     138.0
  Dividends paid on common stock           (48.6)    (47.9)    (193.4)   (185.9)
  Increase (decrease) in
    short-term debt                           -       27.4      (55.3)    (75.6)
  Other financing activities                (1.0)     (0.9)      (1.3)     (1.6)
                                        --------- ---------  --------- ---------
                                            44.7     (40.4)    (271.1)   (174.3)
                                        --------- ---------  --------- ---------
NET INCREASE (DECREASE) IN CASH
 AND EQUIVALENTS                            (4.7)      6.1       (9.7)      5.3
   Beginning cash and equivalents            9.4       8.3       14.4       9.1
                                        --------- ---------  --------- ---------
ENDING CASH AND EQUIVALENTS                 $4.7     $14.4       $4.7     $14.4
                                        ========= =========  ========= =========

<PAGE>

<TABLE>
<CAPTION>
Florida Progress Corporation
Selected Financial Information (Unaudited)                                                                        Page 6


                                           Three Months Ended  Percent                       Twelve Months Ended Percent
                                              December 31      Positive                         December 31      Positive
                                             1995      1994   (Negative)                       1995      1994   (Negative)
                                           --------  --------  --------                      --------  --------  --------
<S>                                       <C>        <C>         <C>                       <C>           <C>      <C>

Earnings Per Share:
 Florida Power Corporation                    $0.43     $0.44      (2.3)                        $2.27     $2.05      10.7
                                           --------- ---------                               --------- ---------
 Electric Fuels Corporation                    0.07      0.06      16.7                          0.25      0.25        -
 Mid-Continent Life Insurance Co.              0.01      0.02     (50.0)                         0.07      0.08     (12.5)
 Progress Credit Corporation                  (0.01)    (0.01)       -                          (0.05)    (0.05)       -
 Corporate and other                          (0.02)    (0.02)       -                          (0.04)    (0.05)     20.0
                                           --------- ---------                               --------- ---------
 Diversified                                   0.05      0.05        -                           0.23      0.23        -
                                           --------- ---------                               --------- ---------
 Consolidated                                 $0.48     $0.49      (2.0)                        $2.50     $2.28       9.6
                                           ========= =========                               ========= =========

Avg. shares outstanding (millions)             96.2      94.9       1.4                          95.7      93.0       2.9

Dividends per share                          $0.505    $0.505        -                         $2.020    $1.990       1.5

Book value per share:
  Florida Power Corporation                                                                    $18.19    $17.52       3.8
  Consolidated                                                                                 $21.55    $20.85       3.4
</TABLE>
<TABLE>
<CAPTION>

                                                                                                December 31         December 31
                                              December 31                                           1995                1994
                                             1995      1994                                   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               $2,078.1      50.9  $1,984.4      48.5
 Electric Fuels Corporation                       9         8     Preferred stock               138.5       3.4     143.5       3.5
 Mid-Continent Life Insurance Co.                 4         4     Long-term debt              1,685.2      41.2   1,859.6      45.4
 Progress Credit Corporation                      3         4     Short-term capital            183.9       4.5     108.2       2.6
                                           --------- ---------                              ----------------------------------------
   Total                                        100       100       Total                    $4,085.7     100.0  $4,095.7     100.0
                                           ========= =========                              ========================================

</TABLE>

<PAGE>

<TABLE>
Florida Power Corporation
Selected Statistical Data (Unaudited)                                                       Page 7
(In millions, except billing degree days)
<CAPTION>

                                    Three Months Ended                 Twelve Months Ended
                                        December 31      Percent           December 31     Percent
                                       1995      1994     Change         1995      1994     Change
                                     --------  --------  --------      --------  --------  --------
<S>                                  <C>       <C>       <C>           <C>       <C>        <C>

Revenues:
  Residential                          $293.0    $265.8      10.2      $1,252.7  $1,142.7       9.6
  Commercial                            128.6     125.3       2.6         515.3     483.9       6.5
  Industrial                             49.0      44.9       9.1         189.3     173.1       9.4
  Other retail sales                     30.0      29.1       3.1         116.5     108.3       7.6
                                    --------- ---------               --------------------
                                        500.6     465.1       7.6       2,073.8   1,908.0       8.7
  Sales for resale                       38.8      32.5      19.4         149.6     128.7      16.2
                                    --------- ---------               --------------------
                                        539.4     497.6       8.4       2,223.4   2,036.7       9.2
  Other electric revenues                 3.8       5.6     (32.1)         51.5      50.6       1.8
  Deferred fuel                          (9.7)     (9.7)      -            (3.2)     (6.8)      -
                                    --------- ---------               --------------------
   Total                               $533.5    $493.5       8.1      $2,271.7  $2,080.5       9.2
                                    ========= =========               ====================
Kilowatt-hour sales billed:
  Residential                         3,457.3   3,090.8      11.9      14,938.0  13,863.4       7.8
  Commercial                          2,146.5   2,067.5       3.8       8,612.1   8,252.1       4.4
  Industrial                          1,012.3     886.7      14.2       3,864.4   3,579.6       8.0
  Other retail sales                    535.3     511.6       4.6       2,085.0   1,980.1       5.3
                                    --------- ---------               --------------------
                                      7,151.4   6,556.6       9.1      29,499.5  27,675.2       6.6
  Sales for resale                      882.1     617.6      42.8       2,903.1   2,339.4      24.1
                                    --------- ---------               --------------------
   Total electric sales               8,033.5   7,174.2      12.0      32,402.6  30,014.6       8.0
                                    ========= =========               ====================

System Requirements (KWH)               7,896     7,073      11.6        33,667    31,174       8.0
Retail KWH Sales
  (Billed & Unbilled)                   7,069     6,380      10.8        29,745    27,598       7.8
Billing Degree Days:
  Cooling                                 892       556      60.4         3,929     3,346      17.4
  Heating                                 121        32     278.1           601       515      16.7

Note:
Total revenues  include billed  revenues and unbilled  revenues that are accrued
for accounting  purposes.  Statistics for total kilowatt-hour sales include only
billed  kilowatt-hour  sales.  Beginning in 1995,  Florida  Power was ordered by
state   regulators  to  conduct  a  three-year  test  for  residential   revenue
decoupling.  Under the plan,  abnormal  weather  variances will no longer impact
earnings with respect to residential revenues.

</TABLE>




                                 EXHIBIT 99.(C)

FLORIDA POWER CORPORATION
Corporate Communications
3201 34th Street South
St. Petersburg, FL  33711
(813) 866-4334
                                  NEWS RELEASE

For more information contact:
Karen Raihill
(813) 866-5023


                     ALLEN J. KEESLER, JR., PLANS TO RETIRE
                AS PRESIDENT AND CEO OF FLORIDA POWER CORPORATION


         St.  Petersburg,  FL (January 17, 1996) -- Allen J.  Keesler,  Jr., 57,
President and Chief Executive  Officer of Florida Power  Corporation since 1988,
today  announced he will end his 33-year  career with the utility by retiring on
April 1.

         Florida  Progress  Chairman and CEO Dr. Jack B.  Critchfield  said that
Keesler's upcoming  retirement  provides the opportunity for the company to plan
an orderly  succession of top management for Florida Progress and Florida Power.
To begin that process,  Critchfield said that he will relinquish his position as
Chairman  of  Florida  Power.  This  responsibility  will be  assumed by Richard
Korpan,  who  will  become  Chairman  and  CEO of  Florida  Power  as  part of a
transition  period of up to one year.  Korpan  also will  retain  his  executive
responsibilities at Florida Progress as President and Chief Operating Officer.

         Joseph H.  Richardson,  46,  will be promoted  to  President  and Chief
Operating  Officer of Florida Power,  effective April 1. Richardson is currently
Senior Vice President, Energy Distribution.

         "Over the last several  years,  Allen Keesler has made some tough,  but
very necessary, decisions to prepare Florida Power for increasing changes in the
industry. Under his leadership the company has become much better positioned for
a more  competitive  marketplace.  We appreciate all his  contributions  to this
company and wish him well," Critchfield said.

         Keesler,  who joined Florida Power in 1963, has seen Florida Power, the
second-largest electric utility in the state, grow from 325,000 customers to now
serving 1.3 million  customers.  In 1982 he became  President and CEO of Talquin
Corporation,  Progress'  former  real estate  subsidiary,  before  returning  to
Florida Power more than eight years ago as  President.  Earlier in his career he
had held several positions in engineering and operations.

         Korpan joined Florida  Progress in 1989 as Executive Vice President and
Chief Financial  Officer.  He has been President and COO of Progress since 1991.
He has 20 years of utility  experience  with Public Service  Company of Colorado
and San Diego Gas & Electric Company.

                                     (more)


Keesler plans retirement
Page 2


         Richardson,  who was Senior Vice President for Legal and Administrative
Services before assuming his current  position,  will continue to be responsible
for the energy  distribution area, and now will have fossil generation,  nuclear
generation,  energy delivery, and several corporate staff functions reporting to
him.  Richardson  began  his  career  at  Florida  Power  in 1976  in the  legal
department before transferring to Florida Progress in 1982. He served in several
staff and  operating  roles at  Florida  Progress  and its  subsidiaries  before
rejoining Florida Power in 1993.

         Florida Power is the largest  subsidiary of Florida  Progress  Corp., a
Fortune 500 utility holding  company with assets of $5.8 billion.  Florida Power
serves a 20,000-square-mile  service area in west central, central, and northern
Florida.    Progress'   diversified   operations   include   coal   mining   and
transportation, life insurance, real estate, and lending and leasing.

96S/03S



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