As filed with the Securities and Exchange Commission on April 16, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLORIDA POWER CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-0247770
(State of Incorporation) (I.R.S. Employer Identification No.)
3201 34th Street South
St. Petersburg, Florida 33711
Telephone Number (813) 866-5151
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
James V. Smallwood
Vice President and Treasurer
Florida Power Corporation
3201 34th Street South
St. Petersburg, FL 33711
(813) 866-5647
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
-------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. [ ]
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Unit (2)(3) Price (2)(3) Registration Fee
<S> <C> <C> <C> <C>
Medium-Term Notes . . . . $130,700,000 100% $130,700,000 $45,070
(1) Or its equivalent (based on the applicable exchange rate at the time of
sale), if Notes are issued with principal amounts denominated in one or
more foreign currencies, currency units or composite currencies as
shall be designated by the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein relates to an aggregate of $300,000,000 principal
amount of Notes, consisting of the $130,700,000 principal amount of
Notes being registered hereby and the $169,300,000 principal amount of
Notes that are as yet unsold that previously were registered under the
Company's Registration Statement on Form S-3 (No. 33-50908) that was
filed with the Commission on August 17, 1992.
</TABLE>
----------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Legend for left hand margin of cover of prospectus:
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS Subject to Completion
Dated April 16, 1996
FLORIDA POWER CORPORATION
$300,000,000
Medium-Term Notes, Series B
Due from 9 Months to 30 Years from Date of Issue
Florida Power Corporation, a Florida corporation (the "Company") may offer from
time to time its Medium-Term Notes, Series B (the "Notes") in an aggregate
principal amount of up to $300,000,000. The Notes will have stated maturities
from 9 months to 30 years from the date of issue.
The designations, aggregate principal amount, specific interest rates (or method
of calculation), maturities, offering price, sinking fund or other redemption
provisions, if any, and other specific terms of Notes will be set forth in
Pricing Supplements to this Prospectus. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will bear interest at a fixed rate to
be determined by the Company at or prior to the sale thereof, with interest
payable on February 1 and August 1 of each year and at maturity. See
"Description of Notes".
The Notes will be represented by a Global Note registered in the name of a
nominee of The Depository Trust Company or another depositary (the
"Depositary"), unless the applicable Pricing Supplement specifies that the Notes
will be issued in definitive registered form. A beneficial interest in a Global
Note will be shown on, and transfers thereof will be effected only through,
records maintained by the Depositary and its participants. A beneficial interest
in a Global Note will be exchanged for Notes in definitive form only under the
limited circumstances described herein or in the applicable Pricing Supplement.
See "Description of Notes -- Book-Entry System".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(2)(3)
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Per Note 100% .125% - .750% 99.250% - 99.875%
- -----------------------------------------------------------------------------------------------------------
Total $300,000,000 $375,000 - $2,250,000 $297,750,000 - $299,625,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated in the applicable Pricing Supplement, each Note
will be issued at 100% of its principal amount, less the applicable commission.
(2) The Company will pay a commission to J.P. Morgan Securities Inc.,
PaineWebber Incorporated and First Chicago Capital Markets, Inc. (each, an
"Agent"), in the form of a discount, ranging from .125% to .750% of the price to
public of any Note sold through any of them as Agent, depending upon the
maturity of such Note. The Company also may sell the Notes to an Agent, as
principal, and at prices set forth in the applicable Pricing Supplement, for
resale by such Agent at such prices as will be determined by such Agent at the
time of such resale. None of the proceeds from a resale of Notes will be
received by the Company. See "Plan of Distribution". The Company has agreed to
indemnify each of the Agents against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Plan of Distribution".
(3) Before deduction of estimated expenses of $330,000 payable by the Company.
The Notes are being offered on a continuing basis by the Company through the
Agents, who have agreed to use their best efforts to solicit purchases of such
Notes, and also may be sold to an Agent or other person, as principal, for
resale. The Company reserves the right to sell the Notes directly to investors
on its own behalf. The Notes may be sold at the price to the public set forth
above to dealers who later resell such Notes to investors. Such dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended. There can be no assurance that the Notes offered hereby will be sold or
that there will be a secondary market for the Notes. The Company reserves the
right to withdraw, cancel or modify the offer made hereby without notice. The
Company or the Agent that solicits any order may reject such order in whole or
in part. See "Plan of Distribution".
J.P. MORGAN & CO.
PAINEWEBBER INCORPORATED
FIRST CHICAGO CAPITAL MARKETS, INC.
April , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company and its parent, Florida Progress Corporation, are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
Reports, proxy statements and other information filed by the Company and its
parent can be inspected and copied at the SEC's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the following Regional Offices of the
SEC: Seven World Trade Center, 13th Floor, New York, New York 10048; and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
material can be obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy material and other information concerning the Company's parent may be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and at The Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.
This Prospectus constitutes a part of Registration Statements on Form S-3
(together with all amendments and exhibits, referred to collectively as the
"Registration Statement") filed by the Company with the SEC under the Securities
Act of 1933, as amended. This Prospectus does not contain all of the information
included in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference is made to the
Registration Statement for further information with respect to the Company and
the Notes offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the SEC (File No.
1-3274) are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995, as
filed with the SEC on March 20, 1996.
2. Current Reports on Form 8-K dated January 22, 1996, February 8, 1996
and April 18, 1996, as filed with the SEC on January 24, 1996, February 9,
1996 and April 22, 1996, respectively.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Notes offered hereby shall be deemed to be
incorporated by reference in this Prospectus from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the accompanying Pricing Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR
ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED
TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO:
FLORIDA PROGRESS CORPORATION, INVESTOR SERVICES DEPARTMENT, P.O. BOX 33042, ST.
PETERSBURG, FLORIDA 33733, OR TELEPHONE (813) 824-6428 OR TOLL-FREE (800)
352-1121.
THE COMPANY
Florida Power Corporation, a wholly owned subsidiary of Florida Progress
Corporation, was incorporated in Florida in 1899 and has its principal executive
office at 3201 34th Street South, St. Petersburg, Florida 33711, telephone
number (813) 866-5151. The Company is an operating public utility engaged in the
generation, purchase, transmission, distribution and sale of electricity
primarily within the State of Florida. The Company's service area, with a
population of about 4.5 million, comprises approximately 20,000 square miles in
west central Florida and includes the densely populated areas around Orlando, as
well as the cities of St. Petersburg and Clearwater. During the twelve months
ended December 31, 1995, the Company served an average of approximately
1,270,000 customers. The Company has a system generating capacity of 7,347
megawatts, and its energy mix (on a megawatt hour basis) for the twelve months
ended December 31, 1995, was approximately 39% coal, 12% oil, 4% gas, 19%
nuclear and 26% purchased power.
2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
- ----------------------------------------
YEAR ENDED DECEMBER 31,
- ----------------------------------------
1995 1994 1993 1992 1991
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
4.41 3.90 3.83 3.84 3.87
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
consist of net income plus income taxes and fixed charges. Fixed charges
represent gross interest expense including amortization of debt expense,
discount or premium.
USE OF PROCEEDS
Except as may otherwise be set forth in the applicable Pricing Supplement, the
net proceeds from the sale of the Notes offered hereby will be used for the
repayment of short-term debt and/or for other general corporate purposes. At
December 31, 1995, the Company had $145.2 million of short-term debt outstanding
with a weighted average interest rate of 5.82%.
DESCRIPTION OF NOTES
The Notes will be issued under an indenture dated as of August 15, 1992 (the
"Indenture") between the Company and The First National Bank of Chicago,
successor trustee (the "Trustee"). The form of the Indenture is filed as
an exhibit to the Registration Statement of which this Prospectus forms
a part and is incorporated herein by this reference. The Indenture is
subject to and governed by the Trust Indenture Act of 1939, as amended (the
"TIA"). The following description of certain of the terms of the Notes will
apply unless otherwise set forth in the applicable Pricing Supplement. The
statements made under this heading relating to the Notes and the Indenture are
summaries of the provisions thereof and do not purport to be complete and are
subject to, and qualified in their entirety by, reference to the Indenture,
including the definitions of certain terms therein. Unless otherwise indicated,
parenthetical references below are to the Indenture.
GENERAL
The Notes will be offered on a continuing basis and each Note will mature
from 9 months to 30 years from its date of issue. The Notes offered hereby will
be limited to U.S. $300,000,000 aggregate amount or the equivalent in one or
more foreign currencies, currency units or composite currencies (together with
the U.S. dollar, each a "currency").
The Notes will be unsecured and will rank equally with all other unsecured and
unsubordinated indebtedness of the Company. Substantially all of the Company's
assets are subject to a first and prior lien in favor of holders of the
Company's First Mortgage Bonds (the "Bonds"), of which approximately $851.7
million aggregate principal amount were outstanding on December 31, 1995. Under
the terms of the indenture of mortgage relating to the Bonds, additional Bonds
of any series may be issued from time to time upon the satisfaction of certain
conditions. As of December 31, 1995, under the indenture of mortgage, the
bondable value of property additions was approximately $2.9 billion, permitting
the issuance of approximately $1.7 billion of additional Bonds; and
approximately another $163 million of Bonds could be issued in respect of Bonds
previously authenticated which have been canceled or delivered for
cancellation.
The Indenture provides that, in addition to the Notes offered hereby, additional
debt securities (including both interest bearing and original issue discount
securities in both bearer form and certificated or book-entry registered form)
may be issued thereunder, without limitation as to the aggregate principal
amount. (Section 301). All or a portion of such additional debt securities may
also be designated as Medium-Term Notes, Series B, which together with the
$300,000,000 principal amount of Medium-Term Notes, Series B offered hereby, and
the $30,700,000 principal amount of Medium-Term Notes, Series B issued in April
1993, shall constitute one series of securities established by the Company
pursuant to the Indenture. All securities issued under the Indenture, including
the Notes offered hereby, are herein collectively referred to as the
"Securities". The Indenture does not limit the amount of other debt, secured or
unsecured, that may be issued by the Company.
No service charge will be made for any transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 305).
3
<PAGE>
The applicable Pricing Supplement for each Note will state the following:
(i) the designation of such Note; (ii) the principal amount of such Note;
(iii) the date on which such Note will be issued; (iv) the Stated Maturity
of such Note; (v) the rate per annum at which such Note will bear interest
(or the method of calculation of such interest); (vi) the offering price of
such Note; (vii) the redemption or sinking fund provisions, if any, of such
Note; and (viii) additional terms, if any, applicable to such Note.
Unless otherwise specified in the applicable Pricing Supplement, each Note will
bear interest at a fixed annual rate (a "Fixed Rate Note") and be denominated in
U.S. dollars in denominations of $1,000 or any integral multiple thereof. Unless
otherwise specified in the applicable Pricing Supplement, the Notes will
initially be represented by one or more global securities registered in the name
of a nominee of the Depositary and the denomination of any Note issued in global
form will not exceed $200,000,000 without the approval of the Depositary. See
"Book-Entry System".
Unless otherwise specified in the applicable Pricing Supplement, interest on
each Note will be payable on each Interest Payment Date and at Maturity. Any
interest other than at Maturity will be payable to the person in whose name a
Note (or any Predecessor Note) is registered at the close of business on the
Regular Record Date next preceding the Interest Payment Date, subject to certain
exceptions; provided, however, that if a Note is issued between a Regular Record
Date and the Interest Payment Date pertaining thereto, the initial interest
payment will be made on the Interest Payment Date following the next succeeding
Regular Record Date to the holder on such Regular Record Date. Interest payable
at Maturity will be paid to the person to whom the principal of the Note is
paid.
FIXED RATE NOTES
Each Fixed Rate Note will mature on any day from 9 months to 30 years from the
date of issue selected by the initial purchaser and agreed to by the Company.
Unless otherwise specified in the applicable Pricing Supplement, each Fixed Rate
Note will bear interest on the principal amount thereof from its date of issue
at the annual rate stated in the applicable Pricing Supplement until the
principal thereof is paid or duly made available for payment. Unless otherwise
specified in the applicable Pricing Supplement, the "Interest Payment Dates" for
Fixed Rate Notes will be on February 1 and August 1 of each year and the
"Regular Record Dates" for Fixed Rate Notes will be the January 15 and July 15,
respectively, immediately preceding an Interest Payment Date. Unless otherwise
specified in the applicable Pricing Supplement, interest on Fixed Rate Notes
will accrue from and including the date of issue or from and including the next
preceding Interest Payment Date to which interest has been duly paid or provided
for, as the case may be, to but excluding the next succeeding Interest Payment
Date or the date of Maturity, as the case may be. Any payment of principal,
premium or interest required to be made on a Fixed Rate Note on a day that is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Unless
otherwise specified in the applicable Pricing Supplement, interest on Fixed Rate
Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
FLOATING RATE NOTES
The Company may from time to time offer Notes that bear a floating rate of
interest, which may include interest rates based on rates for negotiable
certificates of deposit, commercial paper or federal funds or on LIBOR, prime or
base lending rates or Treasury bill rates. The applicable Pricing Supplement for
such a Note will set forth the particular terms of such Note, including the
interest rate basis, the Interest Payment Dates, the Regular Record Dates and
the other terms of such Note.
OTHER NOTES
The Company may from time to time offer Notes denominated or payable in a
currency other than U.S. dollars. In addition, the Company may from time to time
offer Notes the principal amount of which payable on the maturity date or the
interest thereon may be determined (i) by reference to the rate of exchange
between one or more currencies, (ii) by reference to other indices or (iii) in
such other manner as is specified in the applicable Pricing Supplement.
An investment in foreign currency Notes or currency indexed Notes entails
significant risks that are not associated with investments in instruments
denominated or payable in U.S. dollars and the extent and nature of such risks
change continuously. Such Notes are not an appropriate investment for
prospective purchasers who are unsophisticated with respect to foreign currency
matters. These risks vary depending upon the currency or currencies involved and
will be more fully described in the applicable Pricing Supplement.
4
<PAGE>
BOOK-ENTRY SYSTEM
Except as described below, the Notes will be issued in whole or in part in the
form of one or more global securities (each a "Global Note") that will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York ("DTC") or such other depositary as is designated by the Company (DTC or
such other depositary, the "Depositary"), and registered in the name of a
nominee of the Depositary.
Upon issuance, all Notes having the same terms, including, but not limited to,
the same Interest Payment Dates, rates of interest, Stated Maturity and sinking
fund or redemption provisions, if any, will be represented by one or more Global
Notes. Notes will not be exchangeable for Notes in certificated form and, except
under the circumstances described below, will not otherwise be issuable in
certificated form.
So long as the Depositary for a Global Note, or its nominee, is the registered
owner of such Global Note, the Depositary or its nominee, as the case may be,
will be considered the sole holder of the Notes represented by such Global Note
for all purposes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to have Notes
represented by such Global Note registered in their names, will not receive or
be entitled to receive physical delivery of Notes in certificated form and will
not be considered the owners or holders thereof under the Indenture. The laws of
some states require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such laws may impair the ability to
transfer beneficial interests in a Global Note.
If the Depositary is at any time unwilling or unable to continue as depositary
and a successor depositary is not appointed by the Company within 90 days, the
Company will issue individual Notes in certificated form in exchange for such
Global Notes. In addition, the Company may at any time and in its sole
discretion determine not to have any Notes represented by one or more Global
Notes and, in such event, will issue individual Notes in certificated form in
exchange for the Global Notes representing the corresponding Notes. In any such
instance, an owner of a beneficial interest in a Note represented by a Global
Note will be entitled to physical delivery of individual Notes in certificated
form equal in principal amount to the principal amount of the Notes so owned
and to have such Notes in certificated form registered in its name. Individual
Notes in certificated form so issued will be issued as registered Notes in
denominations, unless otherwise specified by the Company, of $1,000 and
integral multiples thereof.
The following is based solely on information furnished by DTC:
Unless otherwise specified in the applicable Pricing Supplement, DTC will
act as securities depository for the Notes. The Notes will be issued as
fully registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered Note certificate will be issued
for each issue of the Notes, each in the aggregate principal amount of such
issue, and will be deposited with DTC. If, however, the aggregate principal
amount of any issue exceeds $200 million, one certificate will be issued
with respect to each $200 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount
of such issue, unless otherwise approved by DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement
among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC System is also available to others such as
securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the SEC.
Purchases of Notes under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each actual purchaser of each Note ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. A Beneficial Owner will not receive written confirmation from DTC
of its purchase, but such Beneficial Owner is expected to receive a written
5
<PAGE>
confirmation providing details of the transaction, as well as periodic
statements of its holdings, from the Direct or Indirect Participant through
which such Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests
in Notes, except in the event that use of the book-entry system for the
Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede &
Co. The deposit of Notes with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Notes; DTC's records reflect only
the identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
If the Notes are redeemable, redemption notices shall be sent to Cede & Co.
If less than all of the Notes within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to Notes.
Under its usual procedures, DTC mails a proxy (an "Omnibus Proxy") to the
issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Notes are credited on the record date (identified on a
list attached to the Omnibus Proxy).
Principal, interest and any premium payments on the Notes will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment
on the payable date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
Participant and not of DTC, the paying agent with respect to the Notes (the
"Paying Agent") or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
interest, and any premium to DTC is the responsibility of the Company or
the Paying Agent, disbursement of such payments to Direct Participants will
be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depository with
respect to any series of Notes at any time by giving reasonable notice to
the Company or the Paying Agent. Under such circumstances, in the event
that a successor securities depository is not obtained, certificates for
such Notes are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository) for any series
of Notes. In that event, Note certificates will be printed and delivered
for such Notes.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources (including DTC) that the Company believes to be
reliable, but neither the Company, any Agent nor any underwriter takes any
responsibility for the accuracy thereof.
The Agents and any underwriters of the Notes may be Direct Participants in DTC.
NONE OF THE COMPANY, THE TRUSTEE OR ANY PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR
PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN A GLOBAL NOTE, OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL
INTERESTS.
EVENTS OF DEFAULT
The Indenture provides, with respect to any series of Securities outstanding
thereunder, that the following will constitute Events of Default: (i) default in
the payment of any interest upon any Security of that series or of any
6
<PAGE>
related coupon and the continuance of such default for 30 days; (ii) default in
the payment of the principal of or any premium on any Security of that series
when due, whether at maturity, by acceleration, upon redemption or otherwise;
(iii) default in the performance, or breach, of any covenant or agreement of the
Company in the Indenture with respect to any Security of that series, and the
continuance of such default or breach for a period of 90 days after written
notice as provided in the Indenture; (iv) default resulting from the failure of
the Company to pay when due (including any applicable grace period) the
principal of or interest on, or default resulting in the acceleration of the
indebtedness under, any evidence of indebtedness for money borrowed by the
Company (including Securities of any other series) or any instrument under which
there may be issued or by which there may be secured or evidenced any
indebtedness of the Company, involving an interest or principal payment or an
amount accelerated in excess of $10,000,000, and such default has not been
cured, such indebtedness has not been discharged or such acceleration has not
been rescinded or annulled within 90 days after written notice as provided in
the Indenture; (v) certain events of bankruptcy, insolvency or reorganization
relating to the Company; and (vi) any other Event of Default provided under any
applicable supplemental indenture or Board Resolution with respect to the
Securities of that series. (Section 501). The Company is required to file with
the Trustee, annually, an officers' certificate as to the Company's compliance
with all conditions and covenants under the Indenture. (Section 1004). The
Indenture provides that the Trustee may withhold notice to the holders of any
series of Securities of any default (except payment defaults on any Security of
that series) if it considers it in the interest of the holders of the Securities
of that series to do so. (Section 601).
If any Event of Default with respect to the Securities of a particular series
shall occur and be continuing, then the Trustee or the holders of not less than
25% in principal amount of the Securities of that series then Outstanding may
declare the principal of and interest on the Securities of that series then
Outstanding to be due and payable immediately. (Section 502).
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default with respect to the Securities of a
particular series shall occur and be continuing, the Trustee shall be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders of the Securities of a particular
series, unless such holders have offered to the Trustee reasonable security or
indemnity against the expenses and liabilities which might be incurred by it in
compliance with such request or direction. (Sections 315 of the TIA and 602 of
the Indenture). Subject to such provisions for the indemnification of the
Trustee, the holders of a majority in principal amount of the Securities of a
particular series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee under the
Indenture, or exercising any trust or power conferred on the Trustee with
respect to the Securities of that series. (Section 512).
The holders of a majority in principal amount of the Securities of any series
then Outstanding may on behalf of the holders of all the Securities of that
series waive any past default and its consequences with respect to the
Securities of that series, except a default (i) in the payment of the principal
of, or interest (or premium, if any) on any of the Securities of that series, or
(ii) in respect of a covenant or provision that cannot be modified or amended
without the consent of the holder of each Security of that series then
Outstanding affected thereby. (Section 513).
MODIFICATION OR WAIVER
Modification and amendment of the Indenture may be made by the Company and the
Trustee with the consent of the holders of a majority in principal
amount of all Outstanding Securities of any series (such modification and
amendment shall not, however, affect the rights of the holders of any other
series of Securities issued under the Indenture); provided that no such
modification or amendment shall, without the consent of the holder of each
Outstanding Security of such series affected thereby, among other things: (i)
change the Stated Maturity of the principal of or any installment of interest on
any such Security; (ii) reduce the principal amount or the rate of interest on
or any premium payable upon the redemption of any such Security; or (iii) reduce
the above-stated percentage of holders of such Outstanding Securities necessary
to modify or amend the Indenture or to consent to any waiver thereunder.
(Section 902). Modification and amendment of the Indenture may be made by the
Company and the Trustee without the consent of the holders of the Securities to,
among other things, (i) add to the covenants and Events of Default of the
Company for the benefit of such holders or (ii) make certain other
modifications, generally of a ministerial nature. (Section 901).
DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise specified in the applicable Pricing Supplement, the Company may
elect either (a) to defease and be discharged from any and all obligations with
respect to the Notes (except for the obligations with respect to transfer or
7
<PAGE>
exchange of the Notes, to replace temporary or mutilated, destroyed, lost or
stolen Notes, to maintain an office or agency in respect of such Notes and to
hold moneys for payment in trust) ("defeasance") (Section 1402) or (b) to be
released from its obligations with respect to any covenant, and any omission to
comply with such obligations shall not constitute a default or an Event of
Default with respect to such Notes ("covenant defeasance") (Section 1403), in
either case upon the irrevocable deposit by or on behalf of the Company with the
Trustee (or other qualifying trustee), in trust, of an amount, in cash or
Government Obligations (as defined) which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest, if any,
on such Notes, and any mandatory sinking fund or analogous payments thereon, on
the scheduled due dates therefor. (Section 1404).
Such a trust may only be established if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the holders of
such Notes will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred, and such Opinion of Counsel, in the
case of defeasance under clause (a) above, must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable United States
federal income tax law occurring after the date of the Indenture. (Section
1404).
The applicable Pricing Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above with respect to any particular series of
Notes.
RESIGNATION OR REMOVAL OF TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Securities and a successor Trustee may be appointed to act with respect to such
series. So long as no Event of Default or event which, after notice or lapse of
time, or both, would become an Event of Default has occurred and is continuing,
if the Company has delivered to the Trustee a resolution of its Board of
Directors appointing a successor trustee and such successor has accepted such
appointment in accordance with the terms of the Indenture, the Trustee will be
deemed to have resigned and the successor will be deemed to have been appointed
as trustee in accordance with the Indenture. (Section 608).
In the event that two or more persons are acting as Trustee with respect to
different series of Securities issued under the Indenture, each such Trustee
shall be a Trustee of a trust under such Indenture separate and apart from the
trust administered by any other such Trustee (Section 609), and any action
described herein to be taken by the "Trustee" may then be taken by each such
Trustee with respect to, and only with respect to, the one or more series of
Securities for which it is Trustee.
CONCERNING THE TRUSTEE
The Trustee is one of a number of banks with which the Company and Progress
Capital Holdings, Inc. ("PCH"), a subsidiary of Florida Progress Corporation,
maintain ordinary banking relationships and from which the Company and PCH have
obtained credit facilities and lines of credit. First Chicago Trust Company of
New York, an affiliate of the Trustee, is trustee under the Indenture dated
January 1, 1944, as supplemented, pursuant to which the Company issues its
Bonds. First Chicago Capital Markets, Inc., one of the Agents, also is an
affiliate of the Trustee.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by the Company through the Agents,
who have agreed to use their best efforts to solicit purchases of the Notes. The
Company may also sell Notes directly to investors on its own behalf or to an
Agent as principal and may appoint additional agents to solicit and receive
offers to purchase the Notes. Unless otherwise agreed by the Company and the
Agents, the Company will have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of Notes in whole or in part. Each Agent
will have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes in whole or in part. The Company will pay each Agent
a commission, in the form of a discount, ranging from .125% to .750% of the
price to the public of any Note sold through such Agent, depending on the
maturity of such Note.
In addition, the Agents may offer the Notes they have purchased as principal to
other dealers. The Agents may sell Notes to any dealer at a discount and, unless
otherwise specified in the applicable Pricing Supplement, such discount allowed
to any dealer will not be in excess of 66 2/3% of the discount to be received by
such Agent from the Company.
8
<PAGE>
Unless otherwise indicated in the applicable Pricing Supplement, any Note sold
to an Agent as principal will be purchased by such Agent at a price equal to
100% of the principal amount thereof less a percentage equal to the commission
applicable to an agency sale of a Note of identical maturity, and may be resold
by the Agent to investors and other purchasers from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale or may be resold to
certain dealers as described above. After the initial public offering of Notes
to be resold to investors and other purchasers on a fixed public offering price
basis, the public offering price, concession and discount may be changed.
Unless otherwise specified in the applicable Pricing Supplement, payment of the
purchase price of the Notes acquired through the Agents acting as agents is
required to be made in funds immediately available in New York, New York.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Company has
agreed to indemnify the Agents against certain liabilities, including
liabilities under the Securities Act.
The Notes are a new issue of securities with no established trading market. The
Company has been advised by the Agents that they may from time to time make a
market in the Notes, but they are not obligated to do so and may discontinue
such market-making at any time without notice. Further, each of the Agents may
from time to time purchase and sell Notes in the secondary market, but is not
obligated to do so. No assurance can be given as to the liquidity of any trading
market for the Notes.
LEGAL MATTERS
Certain matters relating to the legality of the Notes will be passed upon for
the Company by Kenneth E. Armstrong, Esq., Vice President, General Counsel and
Secretary of Florida Progress Corporation, acting as counsel for the Company,
and for the Agents by Jones, Day, Reavis & Pogue, Chicago, Illinois, except that
matters of Florida law will be passed upon only by Kenneth E. Armstrong, Esq.
EXPERTS
The financial statements and schedules included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, incorporated herein by
reference, have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, to the extent and for the periods indicated in their reports
with respect thereto, and are incorporated herein by reference in reliance upon
their reports given on the authority of said firms as experts in accounting and
auditing.
The statements made herein and in the documents incorporated herein by reference
that relate to matters of law or express legal conclusions are made on the
authority of Kenneth E. Armstrong, Esq., Vice President, General Counsel and
Secretary of Florida Progress Corporation, as an expert, and are included herein
upon the authority of such counsel.
9
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY SUPPLEMENT HERETO, IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE AGENTS. THIS
PROSPECTUS AND ANY SUPPLEMENT HERETO DO NOT CONSTITUTE AN OFFER TO SELL, OR
SOLICITATION OF AN OFFER TO BUY, THE NOTES IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO NOR ANY SALE MADE
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF,
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 2
Ratio of Earnings to Fixed Charges.... 3
Use of Proceeds....................... 3
Description of Notes.................. 3
Plan of Distribution.................. 8
Legal Matters......................... 9
Experts............................... 9
</TABLE>
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<PAGE>
- -------------------------------------------------------------------------------
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$300,000,000
[Logo]
Medium-Term Notes,
Series B
--------------------
PROSPECTUS
--------------------
J.P. MORGAN & CO.
PAINEWEBBER INCORPORATED
FIRST CHICAGO CAPITAL MARKETS, INC.
April , 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PART II.
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee...........................................$ 45,070
Rating Agency Fees.............................................. 200,000*
Printing and Engraving.......................................... 25,000*
Trustee Fees.................................................... 5,000*
Accounting Fees and Expenses.................................... 25,000*
Legal Fees and Blue Sky Expenses................................ 25,000*
Miscellaneous................................................... 4,930*
------
Total..........................................................$ 330,000*
- ------------------
*Estimated.
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, provided certain standards are met, including that such officer
or director acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his or her conduct was unlawful. In the case
of proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to such proceeding by reason of the fact that he or she is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including the appeal thereof, provided that such person acted
in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interest of the corporation, and provided further that no
indemnity shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause
II-1
<PAGE>
to believe his or her conduct was lawful or had no reasonable cause to believe
it was unlawful; (ii) a transaction from which the director or officer derived
an improper personal benefit; (iii) in the case of a director, a circumstance
under which the director has voted for or assented to a distribution made in
violation of the Florida Act or the corporation's articles of incorporation; or
(iv) willful misconduct or a conscious disregard for the best interest of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Article XI of the Company's By-laws provides that the Company shall indemnify
any director, officer or employee or any former director, officer or employee to
the full extent permitted by law.
The underwriters, if any, will also agree to indemnify the directors
and officers of the Company against certain liabilities to the extent set forth
in Section 8 of the Distribution Agreement (see Exhibit 1).
The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the statutory provisions referred
to above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, as amended, which might be incurred by them in such capacities and
against which they are not indemnified by the Company.
Item 16. Exhibits.
1 Form of Amended and Restated Distribution Agreement.
4* Indenture dated as of August 15, 1992, between the Company and The
First National Bank of Chicago, successor Trustee. (Filed as Exhibit
4(a) to the Company's Registration Statement on Form S-3
(No. 33-50908), as filed with the SEC on August 17, 1992.)
5 Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
Notes to be issued.
12 Statement regarding computation of ratio of earnings to fixed charges.
23.(a) Consent of KPMG Peat Marwick LLP.
23.(b) Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.
24 Powers of Attorney are included on the signature page of this
Registration Statement.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.
- ---------
* Incorporated herein by reference.
II-2
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15, or otherwise,
the registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 16th day of
April, 1996.
FLORIDA POWER CORPORATION
By: /s/ Joseph H. Richardson
-----------------------------------
Joseph H. Richardson, President
and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Florida Power Corporation (the "Company"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint KENNETH E. ARMSTRONG, JAMES V. SMALLWOOD and DOUGLAS E.
WENTZ, and each of them, a true and lawful attorney in his or her name, place
and stead, in any and all capacities, to sign his or her name to any and all
amendments, including post-effective amendments, to this registration statement,
and to cause the same to be filed with the Securities and Exchange Commission,
granting unto said attorneys and each of them full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself or herself hereby ratifies and
confirms all that said attorneys or any one of them shall lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(i) /s/ Richard Korpan Chairman of the Board, April 16, 1996
---------------------------- Chief Executive Officer
Richard Korpan and Director
Principal Executive Officer
(ii) /s/ Jeffrey R. Heinicka Senior Vice President and April 16, 1996
---------------------------- Chief Financial Officer
Jeffrey R. Heinicka
Principal Financial Officer
(iii) /s/ John Scardino, Jr. Vice President and April 16, 1996
---------------------------- Controller
John Scardino, Jr.
Principal Accounting Officer
II-5
<PAGE>
(iv) A majority of the Directors, including (i) above:
Signature Title Date
/s/ R. Mark Bostick Director April 16, 1996
- -----------------------
R. Mark Bostick
/s/Jack B. Critchfield Director April 16, 1996
- -----------------------
Jack B. Critchfield
/s/ Allen J. Keesler, Jr. Director April 16, 1996
- -------------------------
Allen J. Keesler, Jr.
/s/ Frank C. Logan Director April 16, 1996
- ------------------------
Frank C. Logan
/s/ Clarence V. McKee Director April 16, 1996
- ----------------------
Clarence V. McKee
/s/ Joseph H. Richardson Director April 16, 1996
- --------------------------
Joseph H. Richardson
/s/ Joan D. Ruffier Director April 16, 1996
- -------------------------
Joan D. Ruffier
/s/ Jean Giles Wittner Director April 16, 1996
- --------------------------
Jean Giles Wittner
P:\POWER.MTN\REGSTMT.96
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
1 Form of Amended and Restated Distribution Agreement.
4* Indenture, dated as of August 15, 1992, between the Company and The
First National Bank of Chicago, successor Trustee. (Filed as Exhibit
4(a) to the Company's Registration Statement on Form S-3
(No. 33-50908), as filed with the SEC on August 17, 1992.)
5 Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
Notes to be issued.
12 Statement regarding computation of ratio of earnings to fixed charges.
23.(a) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.(b) Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.
24 Powers of Attorney are included on the signature page of this
Registration Statement.
25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.
- ---------
* Incorporated herein by reference.
p:\POWER.MTN\REGSTMT.96
Florida Power Corporation
Medium-Term Notes Due From
9 Months to 30 Years from Date of Issue
FORM OF
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
April __, 1996
[Name and address of Agents]
Ladies and Gentlemen:
This Agreement is entered into for the purpose of amending and
restating that certain Distribution Agreement dated August 27, 1992 (the
"Original Agreement") between Florida Power Corporation, a Florida corporation
(the "Company") and the agents named therein. The Company hereby confirms its
agreement with each of you (individually an "Agent" and collectively the
"Agents") with respect to the issue and sale by the Company of its Medium-Term
Notes described herein, which shall be substantially in the form of Exhibit A
hereto (if a fixed-rate note) or Exhibit B (if a floating-rate note), or such
other form as the Company and the Agents shall determine (the "Notes"). The
Notes are to be issued pursuant to an indenture (the "Indenture") dated as of
August 15, 1992 between the Company and The First National Bank of Chicago,
successor trustee (the "Trustee"). As of the date hereof, the Company has
authorized the issuance and sale of up to U.S. $330,700,000 aggregate principal
amount (or its equivalent, based upon the applicable exchange rate at the time
of issuance, in such foreign currencies or units of two or more currencies as
the Company shall designate at the time of issuance) of Notes through or to the
Agents, $30,700,000 of which Notes were previously issued pursuant to the
Original Agreement and $300,000,000 of which Notes remain to be issued pursuant
to the terms of this Agreement. It is understood, however, that the Company may
from time to time authorize the issuance of additional Notes and that such
additional Notes may be sold through or to the Agents pursuant to the terms of
this Agreement, all as though the issuance of such Notes were authorized as of
the date hereof.
This Agreement provides both for (1) the sale of Notes by the Company
directly to purchasers, in which case each of the Agents will act as an agent of
the Company in soliciting Note purchases (herein referred to as "Agency
Transactions"), and (2) for the sale of Notes to an Agent as principal for
resale to purchasers as may from time to time be agreed to by the Company and
such Agent (herein referred to as "Principal Transactions"). In addition, this
Agreement permits the Company to sell Notes directly to investors on its own
behalf in transactions in which none of the Agents has acted as an agent of the
Company in soliciting such purchases.
The Company has filed with the Securities and Exchange Commission (the
"SEC") two registration statements on Form S-3 (No. 33-50908 and No. 333- ) for
the registration of the Notes under the Securities Act of 1933 (the "1933 Act")
and the offering thereof from time to time in accordance with Rule 415 of the
rules and regulations of the SEC under the 1933 Act (the "1933 Act
Regulations"). Such registration statements have been declared effective by the
SEC and the Indenture has been qualified under the Trust Indenture Act of 1939
(the "1939 Act"). Such registration statements (and any further registration
statements which may be filed by the Company for the purpose of registering
additional Notes and in connection with which this Agreement is included or
incorporated by reference as an exhibit) and the prospectuses constituting a
part thereof, and any prospectus supplements relating to the Notes, including
all documents incorporated therein by reference, as from time to time amended or
supplemented by the filing of documents pursuant to the Securities Exchange Act
of 1934 (the "1934 Act") or the 1933 Act or otherwise, are referred to herein as
the "Registration Statement" and the "Prospectus," respectively, except that if
any revised prospectus shall be provided to any Agent by the Company for use in
connection with the offering of the Notes which is not required to be filed by
the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to such Agent for such use.
SECTION 1. Appointment as Agent.
(a) Appointment of Agents. Subject to the terms and conditions stated
herein, the Company hereby appoints each Agent as the agent of the Company for
the purpose of soliciting purchases of the Notes from the Company by others and
agrees that, except as otherwise contemplated herein, whenever the Company
determines to sell Notes directly to an Agent as principal for resale to others,
it will enter into a Terms Agreement (hereafter defined) relating to such sale
in accordance with the provisions of Section 3(b) hereof. Each Agent is
authorized to appoint sub-agents or to engage the services of any other broker
or dealer in connection with the offer or sale of the Notes.
The Company will not engage any other person or party (a "new agent")
to solicit purchases of the Notes, except that the Company may amend this
Agreement to appoint a new agent as an additional Agent hereunder on the same
terms and conditions (including, without limitation, commission rates) as
provided herein for the Agents, provided that the Company shall have given the
Agents prior notice of such appointment.
The Company may accept an offer to purchase Notes through a new agent
other than an Agent hereunder, provided that (i) the Company shall not have
solicited such offer, (ii) the Company and such new agent shall have executed an
agreement with respect to such purchase having terms and conditions (including,
without limitation, commission rates) substantially the same as those that would
apply to such purchase under this Agreement if such new agent were an Agent
(which may be accomplished by incorporating by reference in such agreement the
terms and conditions of this Agreement) and (iii) the Company shall notify the
Agents prior to the execution of any such agreement and shall provide the Agents
with a copy of such agreement promptly following the execution thereof.
The Company reserves the right to sell Notes directly to investors on
its own behalf and to contact and solicit potential investors in connection
therewith and, in the case of any such sale not resulting from a solicitation
made by any Agent, no commission will be payable hereunder to any Agent with
respect to such sale.
(b) Best Efforts Solicitations; Right to Reject Offers. Upon receipt of
instructions from the Company, each of the Agents agrees to use its best efforts
to solicit purchases of such principal amount of the Notes as the Company and
such Agent shall agree upon from time to time during the term of this Agreement,
it being understood that the Company shall not approve the solicitation of
purchases of Notes in excess of the amount which shall be authorized by the
Company from time to time or in excess of the principal amount of Notes
registered pursuant to the Registration Statement. No Agent will have any
responsibility for maintaining records with respect to the aggregate principal
amount of Notes sold, or of otherwise monitoring the availability of Notes for
sale under the Registration Statement. Each Agent will communicate to the
Company, orally or in writing, any offer to purchase Notes, other than those
offers rejected by such Agent. Each Agent shall have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes, as a
whole or in part, and any such rejection shall not be deemed a breach of such
Agent's agreement contained herein. The Company may accept or reject any
proposed purchase of the Notes, in whole or in part.
(c) Solicitations as Agent; Purchases as Principal. In soliciting
purchases of the Notes on behalf of the Company, an Agent shall act solely as
agent for the Company and not as principal. Each Agent shall make reasonable
efforts to assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by such Agent and accepted by the
Company. Such Agent shall not have any liability to the Company in the event any
such purchase is not consummated for any reason and shall not have any
obligation to purchase Notes from the Company as principal, but the Agent may
agree from time to time to purchase Notes as principal. Any such purchase of
Notes by the Agent as principal shall be made pursuant to a Terms Agreement in
accordance with Section 3(b) hereof.
(d) Reliance. The Company and each of the Agents agree that any Notes
the placement of which that Agent arranges shall be placed by that Agent, and
any Notes purchased by any of the Agents shall be purchased, in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to each of the Agents as of the
date hereof, as of the date of each acceptance by the Company of an offer for
the purchase of Notes (whether in an Agency Transaction or in a Principal
Transaction), as of the date of each delivery of Notes (whether in an Agency
Transaction or in a Principal Transaction) (the date of each such delivery to an
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of any time that the Registration Statement or the Prospectus shall be amended
or supplemented (other than by an amendment or supplement providing solely for a
change in the interest rates of Notes or similar changes) or there is filed with
the SEC any document incorporated by reference into the Prospectus (other than
any Current Report on Form 8-K relating exclusively to the issuance of debt
securities under the Registration Statement, unless any of the Agents shall
otherwise specify) (each of the times referenced above being referred to herein
as a "Representation Date") as follows:
(i) Due Incorporation and Qualification. The Company has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Florida with corporate power
and authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus; and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify and be in
good standing would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company.
(ii) Registration Statement and Prospectus. At the time the
Registration Statement became effective, the Registration Statement
complied, and as of the applicable Representation Date will comply, in
all material respects with the requirements of the 1933 Act and the
1933 Act Regulations and the 1939 Act and the rules and regulations of
the SEC promulgated thereunder. The Registration Statement, at the time
it became effective, did not, and at each time thereafter at which any
amendment to the Registration Statement becomes effective or any Annual
Report on Form 10-K is filed by the Company with the SEC and as of each
Representation Date, will not, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; the
Prospectus, as of the date hereof does not, and as of each
Representation Date will not, contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement or Prospectus made in
reliance upon and in conformity with information furnished to the
Company in writing by any Agent expressly for use in the Registration
Statement or Prospectus.
(iii) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are
filed with the SEC, complied or when so filed will comply, as the case
may be, in all material respects with the requirements of the 1934 Act
and the rules and regulations promulgated thereunder (the "1934 Act
Regulations"), and, when read together and with the other information
in the Prospectus, did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were or are made, not
misleading.
(iv) Accountants. Any accounting firms who certified the
financial statements included or incorporated by reference in the
Registration Statement or Prospectus are independent public accountants
within the meaning of the 1933 Act and the 1933 Act Regulations.
(v) Financial Statements. The financial statements and any
supporting schedules of the Company included or incorporated by
reference in the Registration Statement and the Prospectus present
fairly the financial position of the Company as of the dates indicated
and the results of its operations for the periods specified; and said
financial statements have been prepared in conformity with generally
accepted accounting principles in the United States applied on a
consistent basis, except as stated therein and except that the
Quarterly Reports on Form 10-Q contain condensed footnotes prepared in
accordance with applicable 1934 Act Regulations; and the supporting
schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein.
(vi) Authorization and Validity of this Agreement, the
Indenture and the Notes. This Agreement has been duly authorized,
executed and delivered by the Company and, upon execution and delivery
by the Agents, will be a valid and binding agreement of the Company;
the Indenture has been duly authorized, executed and delivered by the
Company and, assuming the Indenture has been duly authorized, executed
and delivered by the Trustee, is a valid and binding obligation of the
Company enforceable in accordance with its terms and the Notes have
been duly and validly authorized for issuance, offer and sale pursuant
to this Agreement and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and the Indenture against
payment of the consideration therefor specified in the Prospectus or
pursuant to any Terms Agreement, the Notes will constitute valid and
legally binding obligations of the Company enforceable in accordance
with their terms, except as enforcement of the Indenture and the Notes
may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other laws relating to or affecting enforcement of
creditors' rights generally or by general principles of equity, and
except further as enforcement thereof may be limited by (i)
requirements that a claim with respect to any Notes denominated other
than in U.S. dollars (or a foreign currency or currency unit judgment
in respect of such claim) be converted into U.S. dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or
(ii) governmental authority to limit, delay or prohibit the making of
payments outside the United States; the Notes and the Indenture will
be substantially in the form heretofore delivered to the Agents and
conform in all material respects to all statements relating thereto
contained in the Prospectus; and the Notes will be entitled to the
benefits provided by the Indenture.
(vii) Material Changes or Material Transactions. Since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, except as may otherwise be stated therein
or contemplated thereby, (a) there has been no material adverse change
in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company, whether or not arising in
the ordinary course of business, and (b) there have been no material
transactions entered into by the Company other than those in the
ordinary course of business.
(viii) No Defaults; Regulatory Approvals. The Company is not
in violation of its Amended Articles of Incorporation or in default in
the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which it is a party
or by which it or its properties may be bound; the execution and
delivery of this Agreement and the Indenture and the consummation of
the transactions contemplated herein, therein and pursuant to any
applicable Terms Agreement have been duly authorized by all necessary
corporate action and will not conflict with or constitute a breach of,
or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company
pursuant to any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which it is a party or by which.it may be
bound or to which any of its property or assets is subject, nor will
such action result in any violation of the provisions of the Amended
Articles of Incorporation or by-laws of the Company or any law,
administrative regulation or administrative or court order or decree.
(ix) Legal Proceedings; Contracts. Except as may be set forth
in the Registration Statement, there is no action, suit or proceeding
before or by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened
against or affecting, the Company, which might, in the opinion of the
Company, result in any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or
business prospects of the Company, or might materially and adversely
affect the properties or assets thereof or might materially and
adversely affect the consummation of this Agreement or any Terms
Agreement; and there are no contracts or documents of the Company which
are required to be filed as exhibits to the Registration Statement by
the 1933 Act or by the 1933 Act Regulations which have not been so
filed.
(x) No Authorization, Approval or Consent Required. No
consent, approval, authorization, order or decree of any court,
governmental authority or agency or public board or body, other than
the Florida Public Service Commission (whose approval has been obtained
and is currently in effect), is required for the valid authorization,
issuance and delivery of the Notes, the valid authorization, execution,
delivery and performance of this Agreement, any Terms Agreement and the
Indenture or the consummation by the Company of the transactions
contemplated by this Agreement, any Terms Agreement and the Indenture,
except such as are required under (a) the 1933 Act, the 1933 Act
Regulations, or the 1939 Act (all of which have been obtained and are
currently in effect), or (b) the securities or "Blue Sky" laws of the
various states.
(xi) Title to Property. The Company holds good and marketable
title in fee simple to all real property and good and marketable title
to all personal property it owns which is material to the business of
the Company, in each case free and clear of all liens, encumbrances and
defects except such as are described in the Prospectus or such as do
not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the
Company; and any real property and buildings held under lease by the
Company is held under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use
made and proposed to be made of such real property and buildings by the
Company.
(xii) Public Utility Holding Company Act. The Company and its
parent holding company, Florida Progress Corporation, are each exempt
from any provisions imposed upon them as a "subsidiary company" of a
"holding company" or as a "holding company", respectively, by the
Public Utility Holding Company Act of 1935, as amended, except Section
9(a)(2) thereof.
(xiii) Eligibility to Use Form S-3. The Company meets the
requirements for the use of Form S-3 under the 1933 Act.
(xiv) Registration Amount Not Exceeded. Immediately after any
sale of Notes by the Company hereunder or under any Terms Agreement,
the aggregate amount of Notes which shall have been issued and sold by
the Company hereunder or under any Terms Agreement will not exceed the
amount of Notes registered under the Registration Statement.
(b) Additional Certifications. Any certificate signed by any director
or officer of the Company and delivered to an Agent or to counsel for such Agent
in connection with an offering of Notes or the sale of Notes to that Agent as
principal shall be deemed a representation and warranty by the Company to such
Agent as to the matters covered thereby on the date of such certificate and at
each Representation Date subsequent thereto.
SECTION 3. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each of the Agents agrees, as an agent of the Company, to use its best
efforts to solicit offers to purchase the Notes upon the terms and conditions
set forth herein and in the Prospectus. The Agents may act separately or
together in connection with any particular sale of Notes; however, the
obligations of the Agents hereunder shall, in either case, be several and not
joint.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through any of the Agents, as agent,
commencing at any time for any period of time or permanently. Upon receipt of
instructions from the Company, an Agent will forthwith suspend solicitation of
purchases from the Company until such time as the Company has advised such Agent
that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, in the form of a
discount, equal to the applicable percentage of the principal amount of each
Note sold by the Company as a result of a solicitation made by such Agent as set
forth in Schedule A hereto.
The purchase price, interest rate, maturity date and other terms of the
Notes shall be agreed upon by the Company and the Agents and set forth in a
pricing supplement to the Prospectus to be prepared following each acceptance by
the Company of an offer for the purchase of Notes. Except as may be otherwise
provided in such supplement to the Prospectus, the Notes will be issued in
denominations of U.S. $1,000 or any larger amount that is an integral multiple
of U.S. $1,000. All Notes sold through an Agent as agent will be sold at 100% of
their principal amount unless otherwise agreed to by the Company and the Agent.
(b) Purchases as Principal. Each sale of Notes to an Agent as principal
shall be made in accordance with the terms contained herein and (unless the
Company and the Agent shall otherwise agree) pursuant to a separate agreement
which will provide for the sale of such Notes to, and the purchase and
reoffering thereof by, such Agent. Each such separate agreement (which may be an
oral agreement confirmed in writing which shall be substantially in the form of
Exhibit C hereto or in the form of an exchange of any standard form of written
telecommunication between the Agent and the Company, including an exchange by
facsimile transmission) between the Agent and the Company is herein referred to
as a "Terms Agreement." Unless the context otherwise requires, each reference
contained herein to "this Agreement" shall be deemed to include any applicable
Terms Agreement between the Company and any Agent. Each such Terms Agreement
shall be with respect to such information (as applicable) as is specified in
Exhibit C hereto. The Company reserves the right to enter into Terms Agreements
on a competitive bid or negotiated basis.
An Agent's commitment to purchase Notes as principal pursuant to any
Terms Agreement or otherwise shall be deemed to have been made on the basis of
the representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth. Each Terms Agreement shall
specify the principal amount of Notes to be purchased by the Agent thereunder,
the price to be paid to the Company for such Notes (which, if not so specified
in a Terms Agreement, shall be at a discount equivalent to the applicable
commission set forth in Schedule A hereto), the time and place of delivery of
and payment for such Notes, any provisions relating to rights of, and default
by purchasers acting together with such Agent in the reoffering of the Notes,
and such other provisions (including further terms of the Notes) as may be
mutually agreed upon by the parties to the Terms Agreement. Such Agent may
utilize a selling or dealer group in connection with the resale of the Notes
purchased. Such Terms Agreement shall also specify the requirements for the
officers' certificate, opinions of counsel and comfort letters pursuant to
Sections 7(b), 7(c) and 7(d) hereof.
The Agents may offer the Notes they have purchased as principal to
other dealers. The Agents may sell Notes to any dealer at a discount and, unless
otherwise specified in the applicable Terms Agreement, such discount allowed to
any dealer will not be in excess of 66 2/3% of the discount received by such
Agent from the Company.
(c) Administrative Procedures. Administrative procedures with respect
to the sale of Notes shall be agreed upon from time to time by the Agents and
the Company (the "Administrative Procedures"). The initial form of
Administrative Procedures is attached hereto as Exhibit D. The Agents and the
Company agree to perform the respective duties and obligations specifically
provided to be performed by them in the Administrative Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with each of the Agents as follows:
(a) Notice of Certain Events. The Company will notify each Agent
immediately (i) of the filing or effectiveness of any amendment to the
Registration Statement, (ii) of the transmittal to the SEC for filing of any
supplement to the Prospectus or any document to be filed pursuant to the 1934
Act which will be incorporated by reference in the Prospectus or any document
filed pursuant to the 1934 Act and incorporated therein by reference, (iii) of
the receipt of any comments from the SEC with respect to the Registration
Statement or the Prospectus, (iv) of any request by the SEC for any amendment to
the Registration Statement or any amendment or supplement to the Prospectus or
for additional information, (v) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, and (vi) of the receipt by the Company of any
notification with respect to the suspension or qualification of the Notes for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.
(b) Notice of Certain Proposed Filings. The Company will give each
Agent notice of its intention to file or prepare any additional registration
statement with respect to the registration of additional Notes, any amendment
to the Registration Statement or any amendment or supplement to the Prospectus
(other than an amendment or supplement providing solely for a change in the
interest rates of Notes), whether by the filing of documents pursuant to
the 1934 Act, the 1933 Act or otherwise, and will furnish each Agent or
counsel thereto with copies of any such amendment or supplement or other
documents proposed to be filed or prepared a reasonable time in advance of
such proposed filing or preparation, as the case may be, and will not file any
such amendment or supplement or other documents in a form to which any such
Agent or counsel to the Agents shall reasonably object.
(c) Copies of the Registration Statement and the Prospectus. The
Company will deliver to the Agents one signed and as many conformed copies of
the Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as the Agents may
reasonably request. The Company will furnish to each of the Agents as many
copies of the Prospectus (as amended or supplemented) as such Agent shall
reasonably request so long as the Agent is required to deliver a Prospectus in
connection with sales or solicitations of offers to purchase the Notes.
(d) Preparation of Pricing Supplements. The Company will prepare, with
respect to any Notes to be sold through or to an Agent pursuant to this
Agreement, a pricing supplement (the "Pricing Supplement") with respect to such
Notes in a form previously approved by such Agent and will file such Pricing
Supplement pursuant to Rule 424(b)(3) (or another appropriate paragraph under
Rule 424(b)) under the 1933 Act not later than the close of business of the SEC
on the third business day after the date on which such Pricing Supplement is
first used (or on such other day as may be required by Rule 424).
(e) Revisions of Prospectus Material Changes. Except as otherwise
provided in subsection (l) of this Section, if at any time during the term of
this Agreement any event shall occur or condition exist as a result of which it
is necessary, in the reasonable opinion of counsel to the Agents or counsel to
the Company, to further amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, or if it shall be necessary, in the reasonable
opinion of either such counsel, to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed
in writing, to each of the Agents to cease the solicitation of offers to
purchase the Notes in such Agent's capacity as agent and to cease sales of any
Notes such Agent may then own as principal pursuant to any Terms Agreement, and
the Company will promptly prepare and file with the SEC such amendment or
supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act
or otherwise, as may be necessary to correct such untrue statement or omission
or to make the Registration Statement and Prospectus comply with such
requirements.
(f) Prospectus Revisions -- Periodic Financial Information. Except as
otherwise provided in subsection (l) of this Section, on or prior to the date on
which there shall be released to the general public interim financial statement
information related to the Company with respect to each of the first three
quarters of any fiscal year or preliminary financial statement information with
respect to any fiscal year, the Company shall furnish such information to each
of the Agents, confirmed in writing, and shall cause the Prospectus to be
amended or supplemented to include or incorporate by reference financial
information with respect thereto and corresponding information for the
comparable period of the preceding fiscal year, as well as such other
information and explanations as shall be necessary for an understanding thereof
or as shall be required by the 1933 Act or the 1933 Act Regulations.
(g) Prospectus Revisions -- Audited Financial Information. Except as
otherwise provided in subsection (l) of this Section, on or prior to the date on
which there shall be released to the general public financial information
included in or derived from the audited financial statements of the Company for
the preceding fiscal year, the Company shall cause the Registration Statement
and the Prospectus to be amended, whether by the filing of documents pursuant to
the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference
such audited financial statements and the report or reports, and consent or
consents to such inclusion or incorporation by reference, of the independent
accountants with respect thereto, as well as such other information and
explanations as shall be necessary for an understanding of such financial
statements or as shall be required by the 1933 Act or the 1933 Act Regulations.
(h) Earnings Statements. The Company will make generally available to
its security holders as soon as practicable, but not later than 90 days after
the close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 under the 1933 Act) covering each
twelve month period beginning, in each case, not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined in such
Rule 158) of the Registration Statement with respect to each sale of Notes.
(i) Blue Sky Qualifications. The Company will endeavor, in cooperation
with the Agents, to qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
the Agents may designate, and will maintain such qualifications in effect for as
long as may be required for the distribution of the Notes; provided, however,
that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified. The Company will file such statements and reports as may
be required by the laws of each jurisdiction in which the Notes have been
qualified as above provided. The Company will promptly advise each Agent of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any such state or jurisdiction or for the
initiating or threatening of any proceeding for such purpose.
(j) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file promptly
all documents required to be filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act.
(k) Stand-Off Agreement. If required pursuant to the terms of a Terms
Agreement, between the date of any Terms Agreement and the Settlement Date with
respect to such Terms Agreement, the Company will not, without the prior consent
of the Agent party to such Terms Agreement, offer or sell, or enter into any
agreement to sell, any debt securities of the Company (other than the Notes that
are to be sold pursuant to such Terms Agreement, borrowings under any bank
revolving credit facility of the Company and commercial paper in the ordinary
course of business).
(l) Suspension of Certain Obligations. The Company shall not be
required to comply with the provisions of subsections (e), (f) or (g) of this
Section with respect to any Agent during any period from the time (i) such Agent
shall have suspended solicitation of purchases of the Notes in its capacity as
agent pursuant to a request from the Company and (ii) such Agent shall not then
hold any Notes as principal purchased pursuant to any Terms Agreement, to the
time the Company shall determine that solicitation of purchases of the Notes
should be resumed by that Agent or shall subsequently enter into a new Terms
Agreement with that Agent.
(m) Doing Business with Cuba. The Company has complied and will
continue to comply with all of the provisions of ss.517.075 of the Florida
Statutes, and all rules and regulations promulgated thereunder, relating to
issuers doing business with Cuba.
(n) Use of Proceeds. The Company will apply the proceeds from the Notes
in the manner indicated under the caption "Use of Proceeds" in the Prospectus
relating to such Notes.
SECTION 5. Conditions of Obligations.
The obligations of each of the Agents to solicit offers to purchase the
Notes as agent of the Company, the obligations of any purchasers of the Notes
sold through an Agent as agent, and any obligation of any Agent to purchase
Notes pursuant to a Terms Agreement or otherwise will be subject to the accuracy
of the representations and warranties on the part of the Company herein and to
the accuracy of the statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the performance and observance
by the Company of all of its covenants and agreements herein contained and to
the following additional conditions precedent:
(a) Legal Opinions. On the date hereof, each Agent shall have
received the following legal opinions, dated as of the date hereof and in form
and substance satisfactory to the Agents:
(1) Opinion of Company Counsel. The opinion of Kenneth E.
Armstrong, Vice President, General Counsel and Secretary of Florida
Progress Corporation, acting as counsel to the Company, to the effect
that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Florida.
(ii) The Company has corporate power and authority to
own, lease and operate its properties and to conduct its
business as described in the Prospectus.
(iii) To the best of such counsel's knowledge, the
Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business,
except where the failure to so qualify and be in good standing
would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or
business prospects of the Company.
(iv) This Agreement has been duly and validly
authorized, executed and delivered by the Company.
(v) The Indenture has been duly and validly
authorized, executed and delivered by the Company and
(assuming the Indenture has been duly authorized, executed and
delivered by the Trustee) constitutes a legal, valid and
binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting enforcement of creditors' rights
generally, or by general principles of equity, and except
further as enforcement thereof may be limited by (A)
requirements that a claim with respect to any Notes
denominated other than in U.S. dollars (or a foreign currency
or foreign currency unit judgment in respect of such claim) be
converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or
(B) governmental authority to limit, delay or prohibit the
making of payments in foreign currency or currency units or
payments outside the United States.
(vi) The Notes are in due and proper form, have been
duly authorized for issuance, offer and sale pursuant to this
Agreement and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and the Indenture
against payment of the consideration therefor, will constitute
valid and legally binding obligations of the Company,
enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or
affecting enforcement of creditors' rights generally or by
general principles of equity, and except further as
enforcement thereof may be limited by (A) requirements that a
claim with respect to any Notes denominated other than in U.S.
dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments
in foreign currency or currency units or payments outside the
United States, and each holder of Notes will be entitled to
the benefits of the Indenture.
(vii) The statements in the Prospectus under the
caption "Description of Notes", insofar as they purport to
summarize certain provisions of documents specifically
referred to therein, are accurate summaries of such
provisions.
(viii) The Indenture is qualified under the
1939 Act.
(ix) The Registration Statement is effective under
the 1933 Act and, to the best of such counsel's knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the SEC.
(x) At the time the Registration Statement became
effective, the Registration Statement complied as to form in
all material respects with the requirements of the 1933 Act,
the 1939 Act and the regulations under each of those Acts.
(xi) To the best of such counsel's knowledge, there
are no legal or governmental proceedings pending or threatened
which are required to be disclosed in the Prospectus, other
than those disclosed therein, and all pending legal or
governmental proceedings to which the Company is a party or of
which any of the Company's property is the subject which are
not described in the Registration Statement, including
ordinary routine litigation incidental to the business of the
Company, are, considered in the aggregate, not material.
(xii) To the best of such counsel's knowledge, the
Company is not in violation of its Amended Articles of
Incorporation or in default in the performance or observance
of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan
agreement, note or lease to which it is a party or by which it
or any of them or their properties may be bound. The execution
and delivery of this Agreement or of the Indenture, or the
consummation by the Company of the transactions contemplated
by this Agreement and the Notes and the incurrence of the
obligations therein contemplated will not conflict with or
constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company pursuant to, any
contract, indenture, mortgage, loan agreement, note, lease or
other instrument known to such counsel and to which the
Company is a party or by which the Company is or may be bound
or to which any of the Company's property or assets is
subject, or any law, administrative regulation or
administrative or court decree known to such counsel to be
applicable to the Company of any court or governmental agency,
authority or body or any arbitrator having jurisdiction over
the Company; nor will such action result in any violation of
the provisions of the Amended Articles of Incorporation or
by-laws of the Company.
(xiii) To the best of such counsel's knowledge, there
are no contracts, indentures, mortgages, loan agreements,
notes, leases or other instruments or documents required to be
described or referred to in the Registration Statement or to
be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as
exhibits thereto, the descriptions thereof or references
thereto are correct, and no default exists in the due
performance or observance of any material obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other
instrument so described, referred to, filed or incorporated by
reference.
(xiv) No consent, approval, authorization, order or
decree of any court or governmental agency or body including
the SEC, except for the Florida Public Service Commission
(whose approval has been obtained for sales of Notes made
during the year in which this opinion is delivered), is
required for the consummation by the Company of the
transactions contemplated by this Agreement, except such as
may be required under (a) the 1933 Act, the 1939 Act,
or the 1933 Act Regulations (all of which have been
obtained and are currently in effect), or (b) state securities
laws.
(xv) Each document filed pursuant to the 1934 Act and
incorporated by reference in the Prospectus complied when
filed as to form in all material respects with the 1934 Act
and the 1934 Act Regulations.
(xvi) Except as otherwise described in the
Prospectus, the Company owns in fee all of its properties,
plants and material fixed units described or referred to in
the Prospectus, except that the titles to certain of the
properties are subject to easements, leases, contracts,
covenants and similar encumbrances and minor defects of the
nature common to properties of the size and character of those
of the Company, none of which is of the character as to
materially interfere with the use of such properties or the
operation of the Company's business. The properties of the
Company are subject to liens for current taxes which it is the
practice of the Company to pay regularly as and when due. The
Company has easements for rights-of-way adequate for the
operations and maintenance of its transmission and
distribution lines which are not constructed upon public
highways.
(xvii) Except as otherwise set forth in the
Prospectus, the Company has such valid franchises, operating
rights, licenses, permits, consents, approvals, authorizations
and/or orders of governmental bodies, political subdivisions
or regulatory authorities, free from burdensome restrictions,
as are necessary for the acquisition, construction, ownership,
maintenance and operation of the properties now owned by it
and the conduct of the business now carried on by it as
described in the Registration Statement and Prospectus, and
the Company is not in default or violation of any thereof and
is carrying on its business in accordance therewith and, to
the best of the knowledge of such counsel, with all applicable
federal, state and other laws and regulations.
(2) Opinion of Counsel to the Agents. The opinion of Jones,
Day, Reavis & Pogue, counsel to the Agents, with respect to such
matters related to the issuance and sale of the Notes as the Agents may
reasonably request, and the Company shall have furnished to such
counsel such documents as they may reasonably request for the purposes
of enabling them to pass on such matters and to make the statement
referred to in subparagraph (3) below.
(3) In giving their opinions required by subsections (a)(1)
and (a)(2) of this Section, Kenneth E. Armstrong and Jones, Day, Reavis
& Pogue shall each additionally state that nothing has come to their
attention that would lead them to believe that the Registration
Statement, at the time it became effective (or, in the case of Jones,
Day, Reavis & Pogue, at the time Registration Statement No. 333- became
effective), and if an amendment to the Registration Statement or an
Annual Report on Form 10-K has been filed by the Company with the SEC
subsequent to the effectiveness of the Registration Statement, then at
the time such amendment became effective or at the time of the most
recent such filing, and at the date hereof, or (if such statement is
being delivered in connection with a Terms Agreement pursuant to
Section 3(b) hereof) at the date of any Terms Agreement and at the
Settlement Date with respect thereto, as the case may be,
contains or contained an untrue statement of a material fact or
omits or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein not
misleading or that the Prospectus, as amended or supplemented at the
date hereof, or (if such statement is being delivered in connection
with a Terms Agreement pursuant to Section 3(b) hereof) at the date
of any Terms Agreement and at the Settlement Date with respect thereto,
as the case may be, contains an untrue statement of a material fact
or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.
(b) Officers' Certificate. At the date hereof each of the Agents shall
have received a certificate of the President or any Vice President and the chief
financial officer, the Treasurer or any Assistant Treasurer of the Company
(provided that the Senior Vice President and Chief Financial Officer, the Vice
President and Treasurer or an executive officer of Florida Progress Corporation
may be substituted for one of the two officers of the Company if approved by the
Agents), dated as of the date hereof or any applicable Settlement Date, as the
case may be, to the effect that (i) since the respective dates as of which
information is given in the Registration Statement and the Prospectus or since
the date of any applicable Terms Agreement, there has not been any material
adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company, whether or not arising.in
the ordinary course of business, (ii) the other representations and warranties
of the Company contained in Section 2 hereof are true and correct with the same
force and effect as though expressly made at and as of the date of such
certificate, (iii) the Company has performed or complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the date of such certificate, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been initiated or threatened by the SEC.
(c) Comfort Letter.
On the date hereof, each of the Agents shall have received a letter
from KPMG Peat Marwick LLP, dated as of the date hereof and in form and
substance satisfactory to the Agents, confirming that they are independent
certified public accountants within the meaning of the 1933 Act and the 1933 Act
Regulations and stating:
(1) that the financial statements and financial schedules
audited by them and incorporated by reference in the Registration
Statement and Prospectus comply in form in all material respects with
the applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations with respect to registration statements on Form S-3 and the
1934 Act and the 1934 Act Regulations;
(2) that, on the basis of a reading of the latest available
unaudited interim financial statements prepared by the Company,
inquiries of certain officials of the Company responsible for financial
and accounting matters, and the reading of the minutes of the meetings
of the Board of Directors and stockholders of the Company since the end
of the most recent fiscal year with respect to which an audit report
has been issued and such other inquiries and procedures as may be
specified in such letter, nothing has come to their attention which
caused them to believe that:
(i) the unaudited interim financial statements
included in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Registration Statement and
the Prospectus do not comply in form in all material respects
with the applicable accounting requirements of the 1933 Act
and the 1933 Act Regulations as they apply to interim
financial statements and of the 1934 Act and the 1934 Act
Regulations applicable to unaudited financial statements
included in Form 10-Q, or that the unaudited interim financial
statements were not in conformity with generally accepted
accounting principles applied on a basis substantially
consistent with that of the audited financial statements
incorporated by reference in the Registration Statement and
the Prospectus;
(ii) at a specified date not more than five business
days prior to the date of such letter there was any change in
the capital stock or increase in the long-term debt of the
Company or any decrease in net current assets or shareholders'
equity of the Company, in each case as compared with the
amounts shown in the most recent financial statements included
or incorporated by reference in the Registration Statement and
the Prospectus; or
(iii) for the period from such latest available
balance sheet date to a specified date not more than five
business days prior to the date of such letter, there were any
decreases, as compared with the corresponding period of the
previous year, in the Company's operating revenues, operating
income or net income after dividends on preferred stock;
except in all cases as set forth in or contemplated by the
Registration Statement and the Prospectus, except for such
exceptions enumerated in such letter as shall have been agreed
to by the Agents and the Company and except for changes
occasioned by the declaration or payment of dividends on the
stock of the Company or occasioned by sinking fund payments
made on the debt securities and preferred stock of the
Company;
(3) that, on the basis of a reading of financial schedules
prepared by the Company and the ratio of earnings to fixed charges
stated or incorporated by reference in the Prospectus, they have found
the amounts set forth in such schedules to be in agreement with the
accounting and financial records of the Company and have found the
ratios to be in agreement; and
(4) that, in addition to their examinations, inspections,
inquiries and other procedures referred to above, they have performed
such other procedures, specified by you, not constituting an audit, as
they have agreed to perform and report on certain amounts, percentages,
numerical data and other financial information in the Company's Annual
Report on Form 10-K and have compared certain of such amounts,
percentages, numerical data and financial information with, and have
found such items to be in agreement with, or derived from, the detailed
accounting records of the Company.
(d) Other Documents. On the date hereof and on each Settlement Date
with respect to any applicable Terms Agreement, counsel to the Agents shall have
been furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be satisfactory in form and substance to the
Agents and to counsel to the Agents.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement (or, at the
option of the Agent party thereto, any Terms Agreement) may be terminated by
such Agent or the Agents, as the case may be, by notice to the Company at any
time and any such termination shall be without liability of any party to any
other party, except that the covenant regarding provision of an earnings
statement set forth in Section 4(h) hereof, the provisions concerning payment of
expenses under Section 10 hereof, the indemnity and contribution agreement set
forth in Sections 8 and 9 hereof, the provisions concerning the representations,
warranties and agreements to survive delivery of Section 11 hereof and the
provisions set forth under "Parties" of Section 14 hereof shall remain in
effect.
SECTION 6. Delivery of and Payment for Notes Sold Through the Agents.
Delivery of Notes sold through any Agent as an agent shall be made by
the Company to such Agent for the account of any purchaser only against payment
therefor in immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note on the date
fixed for settlement, the Agent intending to have sold the Note to such
purchaser shall promptly notify the Company and deliver the Note to the Company,
and, if such Agent has theretofore paid the Company for such Note, the Company
will promptly return such funds to such Agent. If such failure occurred for any
reason other than default by such Agent in the performance of its obligations
hereunder, the Company will reimburse the Agent on an equitable basis for its
loss of the use of the funds for the period such funds were credited to the
Company's account.
SECTION 7. Additional Covenants of the Company.
The Company covenants and agrees with each of the Agents that:
(a) Reaffirmation of Representations and Warranties. Each acceptance by
it of an offer for the purchase of Notes through any Agent, and each delivery of
Notes to any Agent pursuant to a Terms Agreement, shall be deemed to be an
affirmation that the representations and warranties of the Company contained in
this Agreement and in any certificate theretofore delivered to any Agent
pursuant hereto are true and correct at the time of such acceptance or sale, as
the case may be, and an undertaking that such representations and warranties
will be true and correct at the time of delivery to the purchaser or his agent,
or to such Agent, of the Note or Notes relating to such acceptance or sale, as
the case may be, as though made at and as of each such time (and it is
understood that such representations and warranties shall relate to the
Registration Statement and Prospectus as amended and supplemented to each such
time).
(b) Subsequent Delivery of Certificates. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented (other
than by an amendment or supplement providing solely for a change in the interest
rates of Notes or similar changes) or there is filed with the SEC any document
incorporated by reference into the Prospectus (other than any Current Report on
Form 8-K relating exclusively to the issuance of the Notes under the
Registration Statement, unless the Agents shall otherwise specify) or (ii) (if
required pursuant to the terms of a Terms Agreement) the Company sells Notes to
any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to
be furnished forthwith to each of the Agents (in the case of (i) above) or to
the Agent party thereto (in the case of (ii) above) a certificate dated the date
of filing with the SEC of such supplement or document, the date of effectiveness
of such amendment, or the date of such sale, as the case may be, in form
satisfactory to the Agent or Agents receiving such certificate, to the effect
that the statements contained in the certificate referred to in Section 5(b)
hereof which was last furnished to each of the Agents or to such Agent, as the
case may be, are true and correct at the time of such amendment, supplement,
filing or sale, as the case may be, as though made at and as of such time
(except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such time) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in said Section 5(b), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificate.
(c) Subsequent Delivery of Legal Opinions. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented (other
than by an amendment or supplement providing solely for a change in the interest
rates of the Notes or similar changes or solely for the inclusion of additional
financial information) or there is filed with the SEC any document incorporated
by reference into the Prospectus (other than any Current Report on Form 8-K or
Quarterly Report on Form 10-Q, unless the Agents shall otherwise specify) or
(ii) (if required pursuant to the terms of a Terms Agreement), the Company sells
Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or
cause to be furnished forthwith to each of the Agents (in the case of (i) above)
or to the Agent party thereto (in the case of (ii) above) and to counsel to the
Agents a written opinion of Kenneth E. Armstrong, Vice President, General
Counsel and Secretary of Florida Progress Corporation, acting as counsel to the
Company, or other counsel satisfactory to the Agent or Agents receiving the
opinion, dated the date of filing with the SEC of such supplement or document,
the date of effectiveness of such amendment, or the date of such sale, as the
case may be, in form and substance satisfactory to the Agent or Agents receiving
the opinion, of the same tenor as the opinion referred to in Section 5(a)(1)
hereof, but modified, as necessary, to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of delivery of such
opinion; or, in lieu of such opinion, counsel last furnishing such opinion to
each of the Agents or to such Agent, as the case may be, shall furnish such
Agent or Agents with a letter to the effect that such Agent or Agents may rely
on such last opinion to the same extent as though it was dated the date of such
letter authorizing reliance (except that statements in such last opinion shall
be deemed to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such letter authorizing reliance).
(d) Subsequent Delivery of Comfort Letters. Each time that (1) the
Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q
or (2) (if required pursuant to the terms of a Terms Agreement) the Company
sells Notes to any Agent pursuant to a Terms Agreement, the Company shall cause
KPMG Peat Marwick LLP forthwith to furnish to each of the Agents or to the Agent
party thereto (in the case of (2) above), a letter, dated the date such document
is filed with the SEC or the date of such sale, as the case may be, in form
satisfactory to the Agent or Agents receiving the letter, confirming that they
are independent public accountants within the meaning of the 1933 Act and the
1933 Act Regulations and containing the statements prescribed in Section 5(c)
hereof, modified to take account of the updated financial statements and other
information derived from the Company's accounting records, except that:
(i) only in the case of the filing by the Company of an Annual
Report on Form 10-K shall the Agents be entitled to require the
additional procedures referred to in clause (4) of Section 5(c) and the
inclusion by KPMG Peat Marwick LLP in the letter of their findings as a
result of performing such additional procedures;
(ii) in the case of the filing by the Company of a Quarterly
Report on Form 10-Q, KPMG need only furnish each of the Agents with a
letter in compliance with SAS 71, as appropriately modified.
SECTION 8. Indemnification.
(a) Indemnification of the Agent. The Company agrees to indemnify and
hold harmless each of the Agents, their officers, directors, employees and
agents and each person, if any, who controls any Agent within the meaning of
Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto), or
the omission or alleged omission therefrom of a material fact necessary
to make the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact
contained in the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, unless such untrue statement or
omission or such alleged untrue statement or omission was made in
reliance upon and in conformity with written information furnished to
the Company by such Agent expressly for use in the Registration
Statement or the Prospectus;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by the Agents),
reasonably incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid
under (i) or (ii) above.
(b) Indemnification of Company. Each of the Agents severally and not
jointly agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto)(it being understood that
the only such information furnished to the Company by the Agents is indicated on
Schedule B hereto).
(c) General. Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action. In no
event shall the indemnifying parties be liable for the fees and expenses of more
than one counsel (in addition to any local counsel) for all indemnified parties
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances.
SECTION 9. Contribution.
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 8 hereof
is for any reason held to be unavailable to or insufficient to hold harmless the
indemnified parties although applicable in accordance with its terms, the
Company and each of the Agents shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Company and each of the Agents, as incurred,
in such proportions that each Agent is responsible for that portion represented
by the percentage that the total commissions and underwriting discounts received
by such Agent to the date of such liability bears to the total sales price from
the sale of Notes sold to or through such Agent to the date of such liability,
and the Company is responsible for the balance; provided, however, that no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls any Agent within the meaning of Section 15 of
the 1933 Act shall have the same rights to contribution as such Agent, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as
the Company.
SECTION 10. Payment of Expenses.
Whether or not the transactions contemplated hereunder are consummated,
the Company will pay all expenses incident to the performance of its obligations
under this Agreement, including:
(a) The preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus and any amendments or supplements thereto;
(b) The preparation, filing and reproduction of this Agreement;
(c) The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of book-entry notes;
(d) The reasonable fees and disbursements of the Company's
accountants and counsel and of the Trustee and its counsel;
(e) The reasonable fees and disbursements of counsel to the Agents
incurred from time to time in connection with the transactions contemplated
hereby;
(f) The qualification of the Notes under state securities laws in
accordance with the provisions of Section 4(i) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Agents in connection
therewith and in connection with the preparation of any Blue Sky Survey and any
Legal Investment Survey;
(g) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement and any amendments
thereto, and of the Prospectus and any amendments or supplements thereto, and,
in addition, the distribution of the Prospectus, at the time of the initial
printing thereof or at the time of any reprinting thereof, by the financial
printing company printing such Prospectus to the persons designated by any of
the Agents;
(h) The preparation, typing or printing, reproducing and delivery to
the Agents of copies of the Indenture and all supplements and amendments
thereto;
(i) Any fees charged by rating agencies for the rating of the Notes;
(j) The fees and expenses, if any, incurred with respect to any filing
with the National Association of Securities Dealers, Inc.;
(k) Any advertising and other out-of-pocket expenses of the Agents
incurred with the prior approval of the Company;
(l) The cost of preparing, and providing any CUSIP or other
identification numbers for, the Notes; and
(m) The fees and expenses of any Depositary (as defined in the
Indenture) and any nominees thereof in connection with the Notes.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Agents or any
controlling person of any Agent, or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.
SECTION 12. Termination.
(a) Termination of this Agreement. The obligations of any Agent under
this Agreement and the obligations of the Company to such Agent under this
Agreement (excluding any Terms Agreement) may be terminated for any reason, at
any time by either the Company or such Agent upon the giving of 30 days' written
notice of such termination to the Company or such Agent and the other parties
hereto.
(b) Termination of a Terms Agreement. The Agent party thereto may
terminate a Terms Agreement, immediately upon notice to the Company, at any time
prior to the Settlement Date relating thereto (i) if there has been, since the
date of such Terms Agreement or since the respective dates as of which
information is given in the Registration Statement, any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company, whether or not arising in the ordinary
course of business, or (ii) if there shall have occurred any material adverse
change in the financial markets in the United States or any outbreak or
escalation of hostilities or other national or international calamity or crisis
the effect of which is such as to make it, in the judgment of such Agent,
impracticable to market the Notes or enforce contracts for the sale of the
Notes, or (iii) if trading in any securities of the Company has been suspended
by the SEC or a national securities exchange, or if trading generally on either
the American Stock Exchange or the New York Stock Exchange shall have been
suspended, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by either of said exchanges
or by order of the SEC or any other governmental authority, or if a banking
moratorium shall have been declared by either Federal, New York or Florida
authorities or if a banking moratorium shall have been declared by the relevant
authorities in the country or countries of origin of any foreign currency or
currencies in which the Notes are denominated or payable, or (iv) if the rating
assigned by any nationally recognized securities rating agency to any debt
securities of the Company as of the date of any applicable Terms Agreement shall
have been lowered since that date or if any such rating agency shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any debt securities of the Company, or (v)
if there shall have come to such Agent's attention any facts that would cause
the Agent to believe that the Prospectus, at the time it was required to be
delivered to a purchaser of Notes, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(c) General. In the event of any such termination of this Agreement,
neither the Company nor the Agents hereunder will have any liability to the
other, except that (i) with respect to Agency Transactions with a Settlement
Date on or prior to the date of termination, each of the Agents shall be
entitled to any commission earned on such Agency Transactions in accordance with
the third paragraph of Section 3(a) hereof, (ii) if at the time of termination
(a) any Agent shall own any Notes purchased pursuant to a Terms Agreement with
the intention of reselling them or (b) an offer to purchase any of the Notes has
been accepted by the Company but the time of delivery to the purchaser or his
agent of the Note or Notes relating thereto has not occurred, the covenants set
forth in Sections 4 and 7 hereof sh all remain in effect until such Notes are so
resold or delivered, as the case may be, and (iii) the covenant set forth in
Section 4(h) hereof, the provisions of Section 5 hereof, the indemnity and
contribution agreements set forth in Sections 8 and 9 hereof, and the provisions
of Sections 10, 11 and 15 hereof shall remain in effect.
SECTION 13. Notices.
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail or
by telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.
If to the Company:
Florida Power Corporation
3201 34th Street South
St. Petersburg, Florida 33711
Attention: Vice President and Treasurer
If to the Agents:
[Name and address of agents]
or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 13.
SECTION 14. Governing Law.
This Agreement and all the rights and obligations of the parties shall
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed in such State. Any suit,
action or proceeding brought by the Company against the Agent in connection with
or arising under this Agreement shall be brought solely in the state or federal
court of appropriate jurisdiction located in the Borough of Manhattan, The City
of New York.
SECTION 15. Parties.
This Agreement shall inure to the benefit of and be binding upon each
of the Agents and the Company and their respective successors. Nothing
expressed or mentioned in his Agreement is intended or shall be construed
to give any person, firm or corporation, other than the parties hereto
and their respective successors and the controlling persons and
officers and directors referred to in Sections 8 and 9 and their heirs
and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and respective
successors and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Notes shall be deemed to be a successor by reason
merely of such purchase.
If the foregoing is in accordance with the Agents' understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Agents and the Company in accordance with its terms.
Very truly yours,
FLORIDA POWER CORPORATION
By:____________________________
James V. Smallwood
Vice President and Treasurer
Accepted and agreed:
[Signatures of Agents]
p:Power.Mtn\DistAgmt.96
<PAGE>
LIST OF SCHEDULES AND EXHIBITS
Schedule A - Commissions (See Section 3(a) and (b))
Schedule B - Information provided by Agents (See Section 8(b))
Exhibit A - Form of Fixed-Rate Note (See preambles)
Exhibit B - Form of Floating-Rate Note (See preambles)
Exhibit C - Form of Terms Agreement (See Section 3(b))
Exhibit D - Administrative Procedures (See Section 3(c))
<PAGE>
SCHEDULE A
As compensation for the services of each of the Agents hereunder, the
Company shall pay such Agent, on a discount basis, a commission for the sale of
each Note placed by such Agent equal to the principal amount of such Note
multiplied by the appropriate percentage set forth below:
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years to 30 years .750%
<PAGE>
SCHEDULE B
The information set forth below constitutes the only information
furnished in writing by the Agents pursuant to Section 8(b) hereof expressly for
use in the Prospectus dated April 23, 1996 (the "Prospectus") relating to the
Notes:
[Complete as appropriate.]
<PAGE>
EXHIBIT A
Form of Fixed-Rate Note
<PAGE>
REGISTERED REGISTERED
No. FXR-
CUSIP No.
FLORIDA POWER CORPORATION
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE)
Due from 9 months to 30 Years from Date of Issue
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Security is a Security in global form (a "Global Security") and the following
two legends apply:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the Issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of CEDE & CO., or such other name
as requested by an authorized representative of the Depository, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
Unless and until this certificate is exchanged in whole or in part for
Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the
Depository or another nominee of the Depository or by the Depository or any such
nominee to a successor of the Depository or a nominee of such successor.
ISSUE PRICE: INTEREST RATE:
ORIGINAL ISSUE DATE: INTEREST PAYMENT DATES IF OTHER THAN
FEBRUARY 1 AND AUGUST 1:
STATED MATURITY DATE: REGULAR RECORD DATES IF OTHER THAN
JANUARY 15 AND JULY 15:
OPTIONAL REDEMPTION: __ YES __ NO SPECIFIED CURRENCY: United States Dollars
INITIAL REDEMPTION DATE: MINIMUM DENOMINATIONS:
$1,000 ___
Other:
INITIAL REDEMPTION PERCENTAGE: SETTLEMENT DATE:
INITIAL REDEMPTION
PERCENTAGE REDUCTION: TRADE DATE:
SINKING FUND: AGENT:
OTHER/DIFFERENT PROVISIONS: AGENT'S COMMISSION:
<PAGE>
FLORIDA POWER CORPORATION, a Florida corporation (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
on the Stated Maturity Date shown above from the Original Issue Date shown above
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi annually on February 1 and August 1 of each year (unless
other Interest Payment Dates are shown on the face hereof) (each, an "Interest
Payment Date"), commencing on the first Interest Payment Date next succeeding
the Original Issue Date, until the principal hereof is paid or made available
for payment, and (to the extent that the payment of such interest shall be
legally enforceable) at the Interest Rate shown above on any overdue principal
and premium, if any, and on any overdue installment of interest. Except as
provided in the following paragraph, the Company will pay interest on each
Interest Payment Date following the Original Issue Date, and on a Maturity Date,
provided that any payment of principal (and premium, if any) or interest to be
made on any Interest Payment Date or on a Maturity Date that is not a Business
Day (as defined below) shall be made on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date or Maturity
Date, as the case may be, and no additional interest shall accrue as a result of
such delayed payment. For purposes of this Security, unless otherwise specified
on the face hereof, "Business Day" means any day that is not a Saturday or
Sunday and that, in The City of New York, is not a day on which banking
institutions are generally authorized or obligated by law or executive order to
close. In the event of any optional redemption by the Company, any repayment at
the option of the Holder, acceleration of the maturity of this Security or other
prepayment of this Security prior to the Stated Maturity Date specified above,
the term "Maturity Date" when used herein shall refer, where applicable, to the
date of redemption, repayment, acceleration or other prepayment of this
Security.
Interest hereon is accrued from, and including, the most recent
Interest Payment Date in respect of which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest has
been paid) to, but excluding, the succeeding Interest Payment Date or Maturity
Date, as the case may be. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
(referred to on the reverse hereof), be paid to the person (the "Holder") in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the January 15 or July 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date (unless
other Regular Record Dates are specified on the face hereof) (each, a "Regular
Record Date"), provided, however, that in the case of a Security issued between
a Regular Record Date and the initial Interest Payment Date relating to such
Regular Record Date, interest for the period beginning on the Original Issue
Date and ending on such initial Interest Payment Date shall be paid on the
Interest Payment Date following the next succeeding Regular Record Date to the
Holder on such next succeeding Regular Record Date; and provided further that
interest payable on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any such interest not so punctually paid or
duly provided for ("Defaulted Interest") will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a special record date (the "Special Record Date")
for the payment of such Defaulted Interest to be fixed by the Trustee (referred
to on the reverse hereof), notice whereof shall be given to the Holder of this
Security not less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.
Until the Securities are paid or payment therefor is duly provided for,
the Company will at all times maintain a paying agent (which paying agent may be
the Trustee) with an office in The City of New York.
Unless otherwise shown above, payment of interest on this Security
(other than on the Maturity Date) will be made by wire transfer to an account
designated by the Holder or, in the absence of such a designation, by check
mailed to the registered address of the Holder hereof. The Holder shall make
such designation by filing the appropriate information with the Trustee at its
corporate trust office in the Borough of Manhattan, The City of New York, on or
prior to the Regular Record Date corresponding to an Interest Payment Date.
Until this Security is transferred or until the Trustee receives notice to the
contrary, the Trustee will make such payment and all succeeding payments to the
Holder by wire transfer to the designated account. Unless otherwise specified
above, the principal hereof (and premium, if any) and interest hereon payable on
the Maturity Date will be paid to the Person in whose name this Security is then
registered in immediately available funds upon surrender of this Security at the
corporate trust office of the Trustee maintained for that purpose in the Borough
of Manhattan, The City and State of New York (or at such other location as may
be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as
otherwise provided under Additional Amounts above, any tax, assessment or
governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.
Interest on this Security, if any, will be computed on the basis of a
360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
<PAGE>
<TABLE>
<CAPTION>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.
Dated: FLORIDA POWER CORPORATION
<S> <C>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated By:____________________________
therein referred to in the within mentioned Indenture Senior Vice President and
Chief Financial Officer
The First National Bank of Chicago,
as Trustee By:____________________________
Assistant Secretary
- -------------------------------------
Authorized Officer [SEAL]
</TABLE>
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On the _____ day of ___________, before me personally came Jeffrey R.
Heinicka who, being by me duly sworn, did depose and say that he is Senior Vice
President and Chief Financial Officer of Florida Power Corporation, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
Notary Public
<PAGE>
FLORIDA POWER CORPORATION
MEDIUM-TERM NOTE, SERIES B
This Security is one of a duly authorized issue of securities (herein
called the "Securities") of the Company, issued and to be issued in one or more
series under an Indenture, dated as of August 15, 1992, as it may be
supplemented from time to time (herein called the "Indenture"), between the
Company and The First National Bank of Chicago, Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to a series of which this Security is a part), to which Indenture and
all indentures supplemental thereto, reference is hereby made for a statement of
the respective rights, limitations or rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof and is unlimited in
aggregate principal amount.
Unless this Security is designated on the face hereof as not
redeemable, the Company may at its option redeem this Security in whole or from
time to time in part in increments of $1,000 (provided that any remaining
principal amount of this Security shall not be less than the minimum
denomination of such Security) on or after the date designated as the Initial
Redemption Date on the face hereof. The redemption price for this Security
initially shall be equal to 100% of the unpaid principal amount hereof or the
portion thereof redeemed multiplied by the Initial Redemption Percentage
specified on the face hereof, together with accrued interest to the Redemption
Date. Such initial Redemption Percentage shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the Annual Redemption
Percentage Reduction until the redemption price is 100% of such amount. The
Company may exercise its option to redeem by causing the Trustee to mail a
notice of such redemption to each Holder of Securities to be redeemed at least
30 but not more than 60 days prior to the Redemption Date.
In the event of redemption of this Security in party only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof. If less than all of the
Securities with like tenor and terms to this Security are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
If an Event of Default with respect to Securities of this series shall
have occurred and be continuing, then the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount and the interest accrued thereon of all of the
Securities of this series to be due and payable immediately.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of all Securities of any series issued under the Indenture at
the time Outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in aggregate
principal amount of the Securities of any series at the time Outstanding on
behalf of the Holders of all Outstanding Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series
to waive on behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their consequences.
Any such consent or waiver shall be conclusive and binding upon the
Holder of this Security and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or
in exchange hereunder or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, places and rate, and in the currency,
currency unit or composite currency herein prescribed.
Unless otherwise provided on the face hereof, the Securities of this
series will be issued only in denominations of $1,000 or any greater amount
which is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Registrar, upon surrender of this Security for registration of transfer, at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
If this Security is a Global Security and the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not
appointed by the Company within 90 days, the Company will issue Securities in
certificated form in exchange for each Global Security. In addition, the Company
may at any time and in its sole discretion determine not to have Securities
represented by a Global Security and, in such event, will issue Securities in
certificated form in exchange in whole for the Global Security corresponding to
such certificated Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
certificated form of Securities equal in principal amount to such beneficial
interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $1,000 (or such
other denomination as shall be specified by the Company) or any amount in excess
thereof which is an integral multiple of $1,000 and will be issued in registered
form only, without coupons.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company nor the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture and
are not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
This Security shall be governed by and construed in accordance with
the laws of the State of New York.
_____________________________
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
- ------------------------------------------------------------------------------
Please print or type name and address including zip code of assignee
- ------------------------------------------------------------------------------
the within Security of FLORIDA POWER CORPORATION and all rights thereunder and
does hereby irrevocably constitute and appoint
- ------------------------------------------------------------------------------
Attorney to transfer the said Security on the books of the within named Company,
with full power of substitution in the premises.
Dated________________________
SIGNATURE GUARANTEED
- -----------------------------
------------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Security in every
particular, without alteration
or enlargement or any change
whatsoever.
I:\Power.MTN\FixNote.FC
<PAGE>
EXHIBIT B
Form of Floating-Rate Note
<PAGE>
REGISTERED REGISTERED
No. FLR-
CUSIP No.
FLORIDA POWER CORPORATION
MEDIUM-TERM NOTE, SERIES B
(FLOATING RATE)
Due from 9 months to 30 Years from Date of Issue
If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, this
Note is a Note in global form (a "Global Security") and the following two
legends apply:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the Issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of CEDE & CO., or such other name
as requested by an authorized representative of the Depository, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
Unless and until this certificate is exchanged in whole or in part for
Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the
Depository or another nominee of the Depository or by the Depository or any such
nominee to a successor of the Depository or a nominee of such successor.
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:
MATURITY DATE:
INITIAL INTEREST RATE:
INTEREST CALCULATION:
INTEREST RATE BASIS:
IF LIBOR, DESIGNATED LIBOR PAGE:
INDEX MATURITY:
DAY COUNT CONVENTION:
BASE RATE:
SPREAD (PLUS OR MINUS):
INTEREST PAYMENT PERIOD:
SPREAD MULTIPLIER:
INTEREST RATE RESET PERIOD:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST PAYMENT DATES:
MINIMUM INTEREST RATE:
INITIAL INTEREST RESET DATE:
INTEREST RATE RESET DATES:
CALCULATION AGENT:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
<PAGE>
FLORIDA POWER CORPORATION, a Florida corporation (the "Company"),
for value received, hereby promises to pay to
, or registered assigns, the Principal Amount stated above, upon presentation
and surrender of this Note, duly endorsed, on the Maturity Date specified above
(except to the extent redeemed prior to the Maturity Date) and to pay interest
on the unpaid Principal Amount hereof at a rate per annum equal to the Initial
Interest Rate specified above until the first Interest Rate Reset Date next
succeeding the Original Issue Date specified above (the "Initial Interest Rate
Reset Date"), and thereafter at a rate per annum determined in accordance with
the provisions on the reverse hereof, depending on the Base Rate specified
above, until the Principal Amount hereof shall have been paid or duly made
available for payment. The Company will pay interest in arrears monthly,
quarterly, semi-annually or annually, as specified above as the Interest Payment
Period, on each Interest Payment Date specified above, commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date (or any Redemption Date (this and certain other
capitalized terms used herein are defined on the reverse of this Note));
provided, however, that if the Original Issue Date is an Interest Payment Date
or occurs between a Regular Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the
Interest Payment Date next following the next succeeding Regular Record Date. If
an Interest Payment Date or the Maturity Date (or Redemption Date) would fall on
a day that is not a Business Day, such Interest Payment Date or Maturity Date
(or Redemption Date) shall be postponed to the next succeeding day that is a
Business Day (except that if the Base Rate specified above is LIBOR and such
next Business Day with respect to such an Interest Payment Date falls in the
next succeeding calendar month, such Interest Date shall be the immediately
preceding day that is a Business Day). When such an Interest Payment Date shall
be so postponed (or so accelerated), interest shall be paid to, but not
including, such next preceding (or immediately preceding) Business Day, as the
case may be; when the Maturity Date (or Redemption Date) shall be so postponed,
interest shall not be paid to such next succeeding Business Day but only to the
Maturity Date (or Redemption Date) as if it shall not have been postponed.
Interest payable on this Note on any Interest Payment Date or the
Maturity Date (or Redemption Date) will include interest accrued from, and
including, the most recent date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from and including
the Original Issue Date to, but excluding, such Interest Payment Date or the
Maturity Date (or Redemption Date) as the case may be. The interest so payable
and punctually paid or duly provided for, on any Interest Payment Date, will,
subject to certain exceptions described herein, be paid by check mailed
to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the fifteenth day of the
calendar month immediately preceding such Interest Payment Date
(whether or not a Business Day) (the "Regular Record Date"); provided,
however, that interest payable on the Maturity Date (or any Redemption Date)
will be payable to the person to whom the principal hereof shall be payable. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the person who is the registered holder of this Note on such
Regular Record Date and may either be paid to the person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee, notice of which shall be given to the registered holder of this
Note not less than 10 days prior to such special record date, or be paid at any
time in any other lawful manner, all as more fully provided in the Indenture. A
predecessor Note of any particular Note means every previous Note evidencing all
or a portion of the same debt as that evidenced by such particular Note; and,
for purposes of this definition, any Note authenticated and delivered in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Note.
Payment of the principal of (and premium, if any, on) this Note and the
interest due at the Maturity Date (or earlier Redemption Date) will be made to
the registered holder hereof in immediately available funds against presentation
of this Note at the office of the Trustee, One First National Plaza, Mail Suite
0126, Chicago, IL 60670-0126, Attention: Corporate Trust Administration, or c/o
First Chicago Trust Company of New York, 14 Wall Street, 8th Floor Window 2, New
York, NY 10005, Attention: Corporate Trust Administration, maintained for that
purpose, or at such other address of the Trustee or the office or agency of such
other trustee as the Company shall designate by written notice to the registered
holder hereof.
Payments of the principal of (premium, if any) and interest on, this
Note shall be made in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.
The Company or the Trustee shall not be obligated to register any
transfer of this Note not made in compliance with the restrictions set forth
above, on the reverse hereof and in the Indenture.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee under the Indenture by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
<TABLE>
<CAPTION>
Dated: FLORIDA POWER CORPORATION
<S> <C>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated By:____________________________
therein referred to in the within mentioned Indenture. Senior Vice President and
Chief Financial Officer
The First National Bank of Chicago,
as Trustee
By:____________________________
Assistant Secretary
- -------------------------------------
Authorized Officer [SEAL]
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
</TABLE>
On the ____ day of ___________, before me personally came Jeffrey R.
Heinicka who, being by me duly sworn, did depose and say that he is Senior Vice
President and Chief Financial Officer of Florida Power Corporation, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
Notary Public
<PAGE>
FLORIDA POWER CORPORATION
MEDIUM-TERM NOTE, SERIES B
This Note is one of a duly authorized issue of securities (herein
called the "Notes") of the Company, issued and to be issued in one or more
series under an Indenture, dated as of August 15, 1992, as it may be
supplemented from time to time (herein called the "Indenture"), between the
Company and The First National Bank of Chicago, Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture with
respect to a series of which this Note is a part), to which Indenture and all
indentures supplemental thereto, reference is hereby made for a statement of the
respective rights, limitations or rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The terms of
individual Notes may vary with respect to principal amounts, Base Rates, issue
dates, maturity dates, redemption and otherwise.
This Note has been issued by the Trustee on behalf of the Company
pursuant to the Indenture. Copies of the Indenture and other related documents
are on file at the office of the Trustee and are available for inspection at
such office.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
paragraph, will not be redeemable or subject to voluntary prepayment by the
Company prior to the Maturity Date.
If an Initial Redemption Date is specified on the face of this Note,
this Note may be redeemed by the Company on any date on or after such Initial
Redemption Date. If no Initial Redemption Date is specified on the face hereof,
this Note may not be redeemed prior to the Maturity Date. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 principal amount hereof
(provided that any remaining principal hereof shall be at least $150,000) at the
option of the Company at the applicable Redemption Price (as defined below),
together with accrued interest on the portion of the principal so redeemed at
the applicable rate payable to the date of redemption (each such date herein
referred to as a "Redemption Date"), on notice given not more than 60 days nor
less than 30 days prior to the Redemption Date. Whenever less than all the Notes
with different terms at any time outstanding are to be redeemed, the Notes to be
so redeemed shall be selected by the Company. Whenever less than all the Notes
with identical terms at any time outstanding are to be redeemed, the Notes to be
so redeemed shall be selected by the Trustee by lot or in any usual manner
approved by it. In the event of redemption of this Note in part only, a new Note
or Notes for the amount of the unredeemed portion hereof, and otherwise of like
tenor, shall be issued in the name of the holder of this Note upon the surrender
hereof.
The "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount of this Note
to be redeemed and shall decline on each anniversary of the Initial Redemption
Date, specified on the face hereof, by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
All notices to the Company under this Note shall be in writing and
addressed to the Company at 3201 34th Street South, St. Petersburg, FL 33711,
Attention: Treasurer, or to such other address of the Company as the Company may
notify the registered holder of this Note.
Accrued interest hereon shall be an amount calculated by multiplying
the unpaid principal amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor calculated for
each day in the period from the Original Issue Date, or from the last date to
which interest has been paid, as the case may be, to the date to which accrued
interest is being calculated. The interest factor for each such day shall be
computed by dividing the annual interest rate applicable to such day by 360, if
the Base Rate is the CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime
Rate or LIBOR, as such Base Rate is specified on the face hereof, or by the
actual number of days in the year, if the Base Rate is the Treasury Rate, as
such Base Rate is specified on the face hereof. All percentages resulting from
any calculation under the terms of this Note will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts used
in or resulting from such calculations under the terms of this Note will be
rounded to the nearest cent (with one-half cent rounded upward).
This Note will bear interest at the rate determined in accordance with
the applicable provisions below by reference to the Base Rate specified on the
face hereof based on the Index Maturity, if any, specified on the face hereof
(i) plus or minus the Spread, if any, specified on the face hereof or (ii)
multiplied by the Spread Multiplier, if any, specified on the face hereof.
Commencing on the Initial Interest Rate Reset Date specified on the face hereof,
the rate at which interest on this Note is payable shall be reset daily, weekly,
monthly, quarterly, semi-annually or annually as specified on the face hereof
under "Interest Rate Reset Period," as of each Interest Rate Reset Date
specified on the face hereof. The interest rate in effect on each day shall be
(a) if such day is an Interest Rate Reset Date, the interest rate determined
with respect to the Interest Determination Date (as defined below) pertaining to
such Interest Rate Reset Date or (b) if such day is not an Interest Rate Reset
Date, the interest rate determined with respect to the Interest Determination
Date pertaining to the immediately preceding Interest Rate Reset Date; provided,
however, that the interest rate in effect for the period from the Original Issue
Date to, but not including, the initial Interest Rate Reset Date will be the
Initial Interest Rate specified on the face hereof. If any Interest Rate Reset
Date would otherwise be a day that is not a Business Day, such Interest Rate
Reset Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR and such next
Business Day is in the next succeeding calendar month, such Interest Rate Reset
Date shall be the immediately preceding Business Day.
Except as provided in the immediately preceding paragraph, the interest
rate will be reset (a) each Business Day, if the Interest Rate Reset Period is
daily, (b) Wednesday of each week (with the exception of weekly reset Treasury
Rate Notes, which will be reset Tuesday of each week or otherwise as specified
in the next paragraph), if the Interest Rate Reset Period is weekly; (c) the
third Wednesday of each month, if the Interest Rate Reset Period is monthly; (d)
the third Wednesday of March, June, September and December of each year, if the
Interest Rate Reset Period is quarterly; (e) the third Wednesday of the two
months specified on the face hereof, if the Interest Rate Reset Period is
semi-annually; or (f) the third Wednesday of the month specified on the face
hereof, if the Interest Rate Reset Period is annually.
The "Interest Determination Date" pertaining to an Interest Rate Reset
Date for Notes bearing interest calculated by reference to the CD Rate (the "CD
Interest Determination Date"), Commercial Paper Rate (the "Commercial Paper
Interest Determination Date"), Federal Funds Rate (the "Federal
Funds Interest Determination Date") and Prime Rate (the "Prime Rate
Interest Determination Date") will be the second business Day immediately
preceding such Interest Rate Reset Date. The "Interest Determination
Date" pertaining to an Interest Rate Reset Date for Notes bearing interest
calculated by reference to LIBOR (the "LIBOR Interest Determination Date") shall
be the second London Business Day immediately preceding such Interest Rate Reset
Date. The "Interest Determination Date" pertaining to an Interest Rate Reset
Date for Notes bearing interest calculated by reference to the Treasury Rate
(the "Treasury Rate Interest Determination Date") shall be the day of the week
in which such Interest Rate Reset Date falls on which Treasury Bills normally
would be auctioned; provided, however, that if as a result of a legal holiday an
auction is held on the Friday of the week immediately preceding such Interest
Rate Reset Date, such Treasury Rate Interest Determination Date shall be such
immediately preceding Friday; and provided, further, that if an auction shall
fall on any Interest Rate Reset Date, then the Interest Rate Reset Date shall
instead be the next succeeding Business Day following the date of such auction.
The "Calculation Date" pertaining to any Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the applicable
Interest Payment Date, Maturity Date or Redemption Date, as the case may be. As
used herein, "Business Day" means any day that is not a Saturday or Sunday and
is not a day on which banking institutions in The City of New York or The City
of Chicago (and, in the case where the Base Rate for this Note is LIBOR, in
London, England) are generally authorized or obligated by law, regulation or
executive order to close. As used herein, "London Business Day" means any day on
which dealings in deposits in United States dollars are transacted in the London
interbank market.
Determination of CD Rate. If the Base Rate specified on the face hereof
is the CD Rate, the CD Rate with respect to any CD Interest Determination Date
shall be the rate on such date for negotiable certificates of deposit having the
Index Maturity specified on the face hereof, as such rate shall be published by
the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates," or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)"), under the heading "CDs
(Secondary Market)," or, if such rate shall not be published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such CD Interest
Determination Date, the CD Rate will be the rate on such CD Interest
Determination Date for negotiable certificates of deposit of the Index Maturity
specified on the face hereof as such rate shall be published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m.
Quotations for U.S. Government Securities," or any successor publication
("Composite Quotations") under the heading "Certificates of Deposit." If neither
of such rates shall be published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such CD Interest Determination Date, the CD Rate
with respect to such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates at approximately 10:00 a.m., New York City time on such CD
Interest Determination Date, for negotiable certificates of deposit in the
denomination of $5,000,000 with a remaining maturity closest to the Index
Maturity specified on the face hereof quoted by three leading non-bank dealers
in negotiable United States dollars denominated certificates of deposit in The
City of New York selected by the Calculation Agent (after consultation
with the Company) for negotiable certificates of deposit of major
United States money center banks of the highest credit standing in the
market for negotiable certificates of deposit; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent shall not be quoting
offered rates as mentioned in this sentence, the CD Rate for such CD Interest
Determination Date will be the same as the CD Rate for the immediately preceding
Interest Rate Reset Period (or, if there was no such Interest Rate Reset Period,
the rate of interest payable on this Note shall be the Initial Interest Rate).
Determination of Commercial Paper Rate. If the Base Rate specified on
the face hereof is the Commercial Paper Rate, the Commercial Paper Rate with
respect to any Commercial Paper Interest Determination Date shall be the Money
Market Yield (as defined herein) of the rate on such date for commercial paper
having the Index Maturity specified on the face hereof, as such rate shall be
published in H.15(519) under the heading "Commercial Paper," or, if such rate
shall not be published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, the Commercial
Paper Rate shall be the Money Market Yield of the rate on such Commercial Paper
Interest Determination Date for commercial paper of the Index Maturity specified
on the face hereof, as such rate shall be published in Composite Quotations
under the heading "Commercial Paper." If neither of such rates shall be
published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to such Commercial Paper Interest Determination Date, the Commercial Paper Rate
with respect to such Commercial Paper Interest Determination Date will be
calculated by the Calculation Agent and will be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 a.m., New York City
time, on such Commercial Paper Interest Determination Date of three leading
dealers in commercial paper in The City of New York selected by the Calculation
Agent (after consultation with the Company) for commercial paper of the Index
Maturity specified on the face hereof, placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized securities
rating agency; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent shall not be quoting offered rates as mentioned in this
sentence, the Commercial Paper Rate for such Commercial Paper Interest
Determination Date will be the same as the commercial Paper Rate for the
immediately preceding Interest Rate Reset Period (or, if there was no such
Interest Rate Reset Period, the rate of interest payable on this Note shall be
the Initial Interest Rate).
"Money Market Yield" shall be the yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Determination of Federal Funds Rate. If the Base Rate specified on the
face hereof is the Federal Funds Rate, the Federal Funds Rate with respect to
any Federal Funds Interest Determination Date shall be the rate on such date for
Federal Funds as such rate shall be published in H.15(519) under the heading
"Federal Funds (Effective)," or, if such rate shall not be published
by 3:00 p.m., New York City, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, the Federal Funds Rate will be
the rate on such Federal Funds Interest Determination Date, as such rate shall
be published in Composite Quotations under the heading "Federal Funds/Effective
Rate." If neither of such rates shall be published by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Federal Funds Interest
Determination Date, the Federal Funds Rate with respect to such Federal Funds
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction of not less than
$1,000,000 in overnight Federal Funds at approximately 9:00 a.m., New York City
time, on such Federal Funds Interest Determination Date arranged by three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent (after consultation with the Company); provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
shall not be arranging transactions as mentioned in this sentence, the Federal
Funds Rate for such Federal Funds Interest Determination Date will be the same
as the Federal Funds Rate for the immediately preceding Interest Rate Reset
Period (or, if there was no such Interest Rate Reset Period, the rate of
interest payable on this Note shall be the Initial Interest Rate).
Determination of LIBOR. If the Base Rate specified on the face hereof
is LIBOR, LIBOR with respect to any LIBOR Interest Determination Date shall be
determined as follows:
(i) With respect to an Interest Determination Date relating to a
LIBOR Note or any Floating Rate Note for which the interest
rate is determined with reference to LIBOR (a "LIBOR Interest
Determination Date"), LIBOR will be either: (a) if "LIBOR
Reuters" is specified hereon, the arithmetic mean of the
offered rates (unless the specified Designated LIBOR Page by
its terms provides only for a single rate, in which case such
single rate shall be used) for deposits in United States
dollars having the Index Maturity designated hereon,
commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appear
on the Designated LIBOR Page specified hereon, as of
11:00 A.M. London time, on such LIBOR Interest Determination
Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified hereon or
if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified
as the method for calculating LIBOR, the rate for deposits in
United States dollars having the Index Maturity designated
hereon, commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date
that appears on Telerate Page 3750 or any other page that may
replace such page on the Dow Jones Telerate Service for
purposes of displaying the London Interbank Offered Rates
for deposits in United States dollars (or such other
designated LIBOR Page specified hereon) as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date.
If fewer than two such offered rates appear, or if no such
rate appears, as applicable, LIBOR in respect of the related
LIBOR Interest Determination Date will be determined in
accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as
the case may be, on the applicable Designated LIBOR Page as
specified in clause (i) above, the Calculation Agent
shall request the principal London office of each of four
major banks in the London interbank market, as selected
by the Calculation Agent (after consultation with the
Company), to provide the Calculation Agent with its offered
quotation for deposits in United States dollars for
the period of the Index Maturity, specified on the face
hereof, commencing on the second London Business Day next
succeeding such LIBOR Interest Determination Date, to
prime banks in the London interbank market at approximately
11:00 a.m., London time, on such LIBOR Interest Determination
Date and in a principal amount that is not less than
U.S. $1,000,000 and is representative of a single
transaction in such market at such time. If at least
two such quotations shall be provided, LIBOR with respect
to such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than
two quotations shall be provided, LIBOR with respect to
such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted by three major
banks in The City of New York selected by the Calculation
Agent (after consultation with the Company) at approximately
11:00 a.m., New York City time, on such LIBOR Interest
Determination Date for loans in United States dollars to
leading European banks, for the period of the Index Maturity
specified on the face hereof and in a principal amount
that is not less than U.S. $1,000,000 and is representative
of a single transaction in such market at such time; provided,
however, that if the three banks selected as aforesaid by
the Calculation Agent shall not be quoting as mentioned in
this sentence, LIBOR for such LIBOR Interest Determination
Date will be the same as LIBOR for the immediately preceding
Interest Rate Reset Period (or, if there was no such Interest
Rate Reset Period, the rate of interest payable on this Note
shall be the Initial Interest Rate).
Determination of Prime Rate. If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to any Prime Rate Interest
Determination Date shall be the rate on such date as such rate shall be
published in H.15(519) under the heading "Bank Prime Loan" or, if such rate
shall not be published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Prime Rate Interest Determination Date, the Prime Rate will
be the arithmetic mean of the rates of interest publicly announced by each bank
named on the Reuters Screen NYMF Page as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination Date as quoted on
the Reuters Screen NYMF Page on such Prime Rate Interest Determination Date, or,
if fewer than four such rates appear on the Reuters Screen NYMF Page for such
Prime Rate Interest Determination Date, the Prime Rate shall be the arithmetic
mean of the prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on such Prime Rate Interest
Determination Date by at least two of the three major money center banks in The
City of New York selected by the Calculation Agent (after consultation with the
Company) from which quotations are requested. "Reuters Screen NYMF," as used
herein, means the display designated as page "NYMF" on the Reuters Monitor Money
Rate Service (or such other page as may replace the NYMF Page on that
service for the purpose of displaying prime rates or base lending rates of major
banks). If fewer than two quotations shall be provided, the Prime Rate shall be
calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates quoted in The City of New York on the Prime
Rate Interest Determination Date by the appropriate number of substitute banks
or trust companies organized and doing business under the laws of the United
States, or any state thereof, in each case having total equity capital of at
least U.S. $500,000,000 and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent (after
consultation with the Company) to quote such rate or rates; provided, however,
that if the banks or trust companies selected as aforesaid shall not be quoting
as mentioned in this sentence, the Prime Rate for such Prime Rate Interest
Determination Date will be the same as the Prime Rate for the immediately
preceding Interest Rate Reset Period (or, if there was no such Interest Rate
Reset Period, the rate of interest payable on this Note shall be the Initial
Interest Rate).
Determination of Treasury Rate. If the Base Rate specified on the face
hereof is the Treasury Rate, the Treasury Rate with respect to any Treasury Rate
Interest Determination Date shall be the rate on such date applicable to the
most recent auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof, as such rate
shall be published in H.15(519) under the heading "Treasury Bills on average
(investment)," or, if such rate shall not be published by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such Treasury Rate Interest
Determination Date, the Treasury Rate shall be the auction average rate on such
Treasury Rate Interest Determination Date (expressed as a bond equivalent, on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of the Treasury.
In the event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof shall not be published or announced as
mentioned in the immediately preceding sentence by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Treasury Rate Interest
Determination Date or if no such auction shall be held on such Treasury Rate
Interest Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United States government
securities dealers (which may include one or both of the Placement Agents)
selected by the Calculation Agent (after consultation with the Company) for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent shall not be quoting bid rates as mentioned
in this sentence, the Treasury Rate for such Treasury Rate Interest
Determination Date will be the same as the Treasury Rate for the immediately
preceding Interest Rate Reset Period (or, if there was no such Interest Rate
Reset Period, the rate of interest payable on this Note shall be the Initial
Interest Rate).
<PAGE>
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing
on or before each Calculation Date. The interest rate on this Note
will in no event be higher than the maximum rate permitted by the law of the
State of New York, as the same may be modified by United States federal law of
general application.
At the request of the registered holder hereof, the Calculation Agent
will provide to such holder the interest rate hereon then in effect, if
determined.
If an Event of Default with respect to Notes of this series shall have
occurred and be continuing, then the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Notes of this series may declare the
principal amount and the interest accrued thereon of all of the Notes of this
series to be due and payable immediately.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of all Notes of any series issued under the Indenture at the
time Outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal amount
of the Notes of any series at the time Outstanding on behalf of the Holders of
all Outstanding Notes of such series, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the Holders of not less than a majority in aggregate principal amount of
the Outstanding Notes of any series to waive on behalf of all of the Holders of
Notes of such series certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Note and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereunder or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.
The Notes are unsecured and rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the currency,
currency unit or composite currency herein prescribed.
Unless otherwise provided on the face hereof, the Notes of this series
will be issued only in denominations of $1,000 or any greater amount which is an
integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Registrar,
upon surrender of this Note for registration of transfer, at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
If this Note is a Global Security and the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not
appointed by the Company within 90 days, the Company will issue Notes in
certificated form in exchange for each Global Security. In addition, the Company
may at any time and in its sole discretion determine not to have Notes
represented by a Global Security and, in such event, will issue Notes in
certificated form in exchange in whole for the Global Security corresponding to
such certificated Notes. In any such instance, an owner of a beneficial interest
in a Global Security will be entitled to physical delivery in certificated form
of Notes equal in principal amount to such beneficial interest and to have such
Notes registered in its name. Notes so issued in certificated form will be
issued in denominations of $1,000 (or such other denomination as shall be
specified by the Company) or any amount in excess thereof which is an integral
multiple of $1,000 and will be issued in registered form only, without coupons.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company nor the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture and are
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
- -------------------------------------------------------------------------------
Please print or type name and address including zip code of assignee
- -------------------------------------------------------------------------------
the within Note of FLORIDA POWER CORPORATION and all rights thereunder and does
hereby irrevocably constitute and appoint
- -------------------------------------------------------------------------------
Attorney to transfer the said Note on the books of the within named Company,
with full power of substitution in the premises.
Dated________________________
SIGNATURE GUARANTEED
- ----------------------------- ------------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Note in every
particular, without alteration
or enlargement or any change
whatsoever.
i:\power.mtn\flotnote.fc
<PAGE>
EXHIBIT C
FLORIDA POWER CORPORATION
Medium-Term Notes, Series B
TERMS AGREEMENT
[DATE]
Florida Power Corporation
3201 34th Street South
St. Petersburg, Florida 33711
Ladies and Gentlemen:
Subject to the terms and conditions set forth herein, the underwriters
named below (each an "Underwriter") offer to purchase, severally and not
jointly, the principal amount of Medium-Term Notes, Series B (the "Notes") of
Florida Power Corporation (the "Company") set forth opposite their respective
names at the Purchase Price listed below.
Principal Amount
Underwriter of Notes
$
--------------
Total . . . $
The following terms shall apply to the Notes to be purchased hereunder:
[Complete as applicable]
Principal amount: $
(or principal amount of foreign currency)
Maturity date:
Interest rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Month(s):
Interest Payment Month(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Interest Payment Date:
Calculation Agent:
If redeemable:
Initial redemption date:
Initial redemption percentage:
Annual redemption percentage reduction:
Price to public: _____%
Purchase price: _____%
Settlement date and time (original issue date):
Currency of Denomination:
Denominations (if currency is other than
U.S. Dollar):
Currency of Payment:
Additional terms:
The Underwriters are hereby authorized by the Company to
utilize a selling or dealer group in connection with the resale of the Notes.
<PAGE>
The following will (not) be required by the Underwriters:
Officers' certificate pursuant to Section 7(b) of the
Distribution Agreement
Legal opinions pursuant to Section 7(c) of the
Distribution Agreement
Comfort letter pursuant to Section 7(d) of the
Distribution Agreement
Stand-Off Agreement pursuant to Section 4(k) of
the Distribution Agreement
Consistent with the provisions of Section 4(k) of the Amended
and Restated Distribution Agreement dated as of April 23, 1996 (the
"Distribution Agreement") between the Company and the Agents named therein,
which Agents include [name lead Underwriter under this Terms Agreement], the
Company will not, from the date hereof until the Settlement Date listed above,
without the prior consent of ____________, offer or sell, or enter into any
agreement to sell, debt securities of the Company, other than the Notes and the
other debt securities permitted to be sold pursuant to such Section 4(k). [If
applicable].
The sale of the Notes to the Underwriters is being made
pursuant to the terms of Section 3(b) of the Distribution Agreement. The
provisions of the Distribution Agreement are hereby incorporated by reference
herein and shall be deemed to be part of this Terms Agreement to the same extent
as if such provisions had been set forth in full herein.
has advised the Company that it has been authorized by each of the
other Underwriters to execute this Terms Agreement on their behalf.
The information set forth on Attachment A hereto constitutes
information furnished in writing by or on behalf of the Underwriters pursuant to
Section 8(b) of the Distribution Agreement.
<PAGE>
Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
[List Managing Underwriters]
By: (List lead underwriter)
By: _________________________
Name:
Title:
Accepted and agreed:
FLORIDA POWER CORPORATION
By: ____________________
Name:
Title:
<PAGE>
EXHIBIT D
Administrative Procedures
<PAGE>
FLORIDA POWER CORPORATION
Medium-Term Notes Due
Nine Months to 30 Years from Date of Issue
ADMINISTRATIVE PROCEDURES
FOR FIXED AND FLOATING RATE NOTES
(Dated as of April 23, 1996)
Medium-Term Notes (the "Notes") in the aggregate principal amount of
up to U.S. $300,000,000 are to be offered on a continuing basis by Florida Power
Corporation, a Florida corporation (the "Company"), through J. P. Morgan
Securities Inc., PaineWebber Incorporated and First Chicago Capital Markets,
Inc. who, as agents (each, an "Agent" and, collectively, the "Agents"), have
agreed to use their best efforts to solicit offers to purchase the Notes from
the Company. The Agents may also purchase Notes as principal for resale, and the
Company may also sell Notes directly on its own behalf.
The Notes are being sold pursuant to a Distribution Agreement between
the Company and the Agents, dated as of April 23, 1996 (the "Distribution
Agreement"). The Notes will be issued pursuant to an Indenture dated as of
August 15, 1992 (as heretofore and hereafter amended or supplemented, the
"Indenture"), between the Company and The First National Bank of Chicago, as
successor trustee (the "Trustee"). Two Registration Statements (Nos. 33-50908
and 333-_____) (together, the "Registration Statement", which term shall include
any additional registration statements filed in connection with the Notes as
provided in the recitals to the Distribution Agreement) with respect to the
Notes has been filed with the Securities and Exchange Commission (the "SEC").
The most recent basic Prospectus included in the Registration Statement is
herein referred to as the "Prospectus". The most recent supplement to the
Prospectus with respect to the specific terms of the Notes is herein referred to
as the "Pricing Supplement".
The Notes will either be issued (a) in book-entry form and represented
by one or more fully registered Notes without coupons (each, a "Book-Entry
Note") delivered to the Trustee, as agent for The Depository Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC, or (b) in
certificated form (each, a "Certificated Note") delivered to the investor or
other purchaser thereof or a person designated by such investor or other
purchaser. Owners of beneficial interests in Notes issued in book-entry form
will be entitled to physical delivery of Notes in certificated form equal in
principal amount to their respective beneficial interests only upon certain
limited circumstances described in the Private Placement Memorandum.
General procedures relating to the issuance of all Notes are set forth
in Part I hereof. Additionally, Notes issued in book-entry form will be issued
in accordance with the procedures set forth in Part II hereof and Notes issued
in certificated form will be issued in accordance with the procedures set forth
in Part III hereof. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Indenture or the Notes, as the
case may be.
<PAGE>
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date of its authentication by
the Trustee. Each Note shall also bear an original issue date
(the "Original Issue Date"). The Original Issue Date shall
remain the same for all Notes subsequently issued upon
transfer, exchange or substitution of an original Note
regardless of their dates of authentication.
Maturities: Each Note will mature on a date selected by the investor or
other purchaser and agreed to by the Company nine months or
more from its Original Issue Date.
Registration: Unless otherwise provided in the applicable Pricing Supplement,
Notes will be issued only in fully registered form.
Denominations: Unless otherwise provided in the applicable Pricing Supplement,
Notes will be issued in denominations of $1,000 or any integral
multiple of $1,000 in excess thereof.
Interest Rate Bases
applicable to Floating
Rate Notes: Unless otherwise provided in the applicable Pricing Supplement,
Floating Rate Notes (except for certain Original Issue Discount
Notes) will bear interest at a rate or rates determined by
reference to the CD Rate ("CD Rate Notes"), the Commercial
Paper Rate ("Commercial Paper Rate Notes"), LIBOR ("LIBOR
Notes"), the Prime Rate ("Prime Rate Notes"), the Federal Funds
Rate ("Federal Funds Rate Notes"), the Treasury Rate ("Treasury
Rate Notes") or such other interest rate basis or formula as
may be set forth in the applicable Pricing Supplement, or by
reference to two or more such rates, as adjusted by the Spread
and/or Spread Multiplier, if any applicable to such Floating
Rate Notes.
Redemption/
Repayment: The Notes will be subject to repayment at the option of the
Holders thereof in accordance with the terms of the Notes,
which will be fixed at the time of sale and set forth in the
applicable Pricing Supplement. If no Optional Repayment Date is
indicated with respect to a Note, such Note will not be
repayable at the option of the Holder prior to its Stated
Maturity Date.
The Notes will be subject to redemption by the Company in
accordance with the terms of the Notes, which will be fixed at
the time of sale and set forth in the applicable Pricing
Supplement. If no Redemption Date is indicated with respect to
a Note, such Note will not be redeemable prior to its Stated
Maturity Date.
Calculation of
Interest: In case of Fixed Rate Notes, interest (including payments for
partial periods) will be calculated and paid on the basis of a
360-day year of twelve 30-day months. The interest rate on each
Floating Rate Note will be calculated by reference to the
specified Base Rate or Rates in either case plus or minus the
applicable Spread, if any, and/or multiplied by the applicable
Spread Multiplier, if any.
Unless otherwise provided in the applicable Pricing Supplement,
interest on each Floating Rate Note will be calculated by
multiplying its face amount by an accrued interest factor.
Such accrued interest factor is computed by adding the interest
factor calculated for each day in the period for which accrued
interest is being calculated.
Unless otherwise specified in the applicable Pricing Supplement,
the interest factor for each such day is computed by dividing
the interest rate applicable to such day by 360 in the case of
CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate
Notes, LIBOR Notes or Prime Rate Notes or by the actual number
of days in the year in the case of Treasury Rate Notes. Unless
otherwise specified in an applicable Pricing Supplement, the
interest factor for Notes for which the interest rate is
calculated with reference to two or more Base Rates will be
calculated in each period in the same manner as if only the
lowest of the applicable Base Rates applied.
Interest: General. Each Note will bear interest in accordance with its
terms. Unless otherwise provided in an applicable Pricing
Supplement, interest on each Note will accrue from the Original
Issue Date of such Note for the first interest period and from
the most recent Interest Payment Date to which interest has been
paid for all subsequent interest periods. Each payment of
interest will include interest accrued through the day
preceding, as the case may be, the Interest Payment Date
(provided that in the case of Floating Rate Notes which reset
daily or weekly, unless otherwise specified on the applicable
Note, interest payments will include interest accrued from and
including the date of issue or from but excluding the last
Record Date to which interest has been paid, as the case may be,
through and including the Record Date next preceding the related
Interest Payment Date), the Stated Maturity, any Redemption Date
or any Optional Repayment Date (each Stated Maturity, Redemption
Date or Optional Repayment Date is referred to herein as
"Maturity"). Interest payable at Maturity will be payable to the
Person to whom the principal of such Note is payable. If an
Interest Payment Date with respect to any Fixed Rate Note falls
on a day that is not a Business Day, the payment of interest
required to be made on such Interest Payment Date need not be
made on such day, but may be made on the next succeeding
Business Day with the same force and effect as if made on such
Interest Payment Date and no interest shall accrue on such
payment for the period from and after such Interest Payment
Date. If an Interest Payment Date (other than at Maturity) with
respect to any Floating Rate Note would otherwise fall on a day
that is not a Business Day, such Interest Payment Date will be
the following day that is a Business Day, except that in the
case of a LIBOR Note (or a Note for which LIBOR is an applicable
Base Rate), if such day falls in the next succeeding calendar
month, such Interest Payment Date will be the preceding day that
is a Business Day. If the date of Maturity of a Note is not a
Business Day, the payment of principal and interest due on such
day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and
after such Maturity. For additional special provisions relating
to Floating Rate Notes, see the Prospectus and the applicable
Pricing Supplement.
Record Dates. Unless otherwise indicated in an applicable
Pricing Supplement, the Record Date with respect to any Interest
Payment Date for a Note shall be the date 15 calendar days
(whether or not a Business Day) preceding such Interest Payment
Date.
Interest Payment Dates. Interest payments will be made on each
Interest Payment Date commencing with the first Interest Payment
Date following the Original Issue Date; provided, however, the
first payment of interest on any Note originally issued between
a Regular Record Date and an Interest Payment Date will occur on
the Interest Payment Date following the next Record Date.
Fixed Rate Notes. Unless otherwise provided in an applicable
Fixed Rate Note and related Pricing Supplement, interest
payments on Fixed Rate Notes will be made semiannually on
February 1 and August 1 of each year and at Maturity.
Floating Rate Notes. Interest payments on Floating Rate Notes
will be made as specified in the Prospectus, except as otherwise
specified in the applicable Floating Rate Note and Pricing
Supplement.
Acceptance and
Rejection of Offers
from Solicitation
as Agents: If agreed upon by any Agent and the Company, such Agent acting
solely as agent for the Company and not as principal will
solicit purchases of the Notes. Each Agent will communicate to
the Company, orally or in writing, each reasonable offer to
purchase Notes solicited by such Agent on an agency basis, other
than those offers rejected by such Agent. Each Agent has the
right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes through it, as a whole or in part,
and any such rejection is not deemed a breach of such Agent's
agreement contained in the Distribution Agreement. The Company
has the sole right to accept or reject any proposed purchase of
the Notes, in whole or in part; any such rejection is not deemed
a breach of the Company's agreement contained in the
Distribution Agreement. Each Agent has agreed to make reasonable
efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes has been solicited by
such Agent and accepted by the Company.
Preparation of Pricing
Supplement: If any offer to purchase a Note is accepted by the Company, the
Company, with the approval of the Agent presenting the offer
(the "Offering Agent"), will promptly prepare a Pricing
Supplement reflecting the terms of such Note and the plan of
distribution thereof with the Commission in accordance with Rule
424 under the Act. The Offering Agent will cause a Pricing
Supplement and a Prospectus to be delivered to the purchaser of
such Notes. Information to be included in the Pricing Supplement
shall include:
1. the name of the Company;
2. the title of the securities,
including series designation, if any;
3. the date of the Pricing Supplement
and the date of the
Prospectus to which the Pricing
Supplement relates;
4. the name of the Offering Agent
(as hereinafter defined);
5. whether such Notes are being sold
to the Offering Agent as
principal or to an investor
or other purchaser through the
Offering Agent acting as agent
for the Company;
6. with respect to Notes sold to the
Offering Agent as principal whether
such Notes will be resold by the
Offering Agent to investors and other
purchasers (i) at a fixed offering
price of a specified percentage of
their principal amount, (ii) at
varying prices related to prevailing
market prices at the time of resale to
be determined by the Offering Agent or
(iii) at 100% of their principal
amount;
7. with respect to Notes sold to an
investor or other purchaser through
the Offering Agent acting as agent for
the Company, whether such Notes will
be sold at (i) 100% of their principal
amount or (ii) at a specified
percentage of their principal amount;
8. the Offering Agent's commission or
discount;
9. Net proceeds to the Company;
10. the Principal Amount, Original
Issue Date, Stated Maturity,
Redemption Date, if any, Initial
Redemption Percentage, if
any, Annual Redemption Percentage
Reduction, if any, and
Optional Repayment Date or
Dates, if any, and, in the case of
Fixed Rate Notes, the Interest
Rate, the Interest Payment Date
or Dates (if other than
February 1 and August 1 of each year)
and the Record Date or Dates (if
other than January 15 and
July 15 of each year), and,
in the case of Floating Rate Notes,
the Base Rate or Rates, the
Index Maturity (if applicable), the
Initial Interest Rate, the
Maximum Interest Rate, if any, the
Minimum Interest Rate, if any,
the Interest Payment Date or
Dates, the Record Date or Dates,
the Interest Reset Date or
Dates, the Spread and/or Spread
Multiplier, if any, and the
Calculation Agent;
11. the information with respect to the
terms of the Notes set forth below
(whether or not the applicable Note is
a Book-Entry Note or a Certificated
Note) under "Procedures for Notes
Issued in Book-Entry Form - Settlement
Procedures", items 1, 2, 6, 7 and 8;
and
12. any other provisions of the Notes
material to investors or other
purchasers of the Notes not otherwise
specified in the Prospectus or Pricing
Supplement, including taxpayer
identification numbers and DTC
participant numbers.
One copy of the Pricing Supplement will be sent by telecopy or
overnight express (for delivery as soon as practicable following
the trade, but in no event later than 11:00 a.m. New York City
time on the Business Day following the applicable trade date) to
the Offering Agent, the Agent's counsel and the Trustee at the
following applicable address:
[Name and address of agents.]
If to the Agents' counsel, Jones, Day, Reavis & Pogue:
Jones, Day, Reavis & Pogue
Attention: Robert A. Yolles
77 West Wacker, Chicago, Illinois 60601-1692
Telephone: (312) 782-3939
Telecopier: (312) 782-8585
If to the Trustee, to:
The First National Bank of Chicago
Attention: Janice Rotunno,
Corporate Trust Administration
One North State Street, Suite 0126, 9th Floor
Chicago, Illinois 60602
Telephone: (312) 407-1682
Telecopier: (312) 407-1708
In each instance that a Pricing Supplement is prepared, the
Offering Agent will provide a copy of such Pricing Supplement to
each investor or purchaser of the relevant Notes or its agent.
Outdated Pricing Supplements, and the supplemented Prospectuses
to which they are attached (other than those retained for
files), will be destroyed.
Settlement: The receipt of immediately available funds by the Company in
payment for a Note and the authentication and delivery of such
Note shall, with respect to such Note, constitute "settlement".
Offers accepted by the Company will be settled three Business
Days, or at a time as the purchaser, the applicable Agent, the
Trustee and the Company shall agree, pursuant to the timetable
for settlement set forth in Parts II and III hereof under
"Settlement Procedures" with respect to Book-Entry Notes and
Certificated Notes, respectively (each such date fixed for
settlement is hereinafter referred to as a "Settlement Date").
If procedures A and B of the applicable Settlement Procedures
with respect to a particular offer are not completed on or
before the time set forth under the applicable "Settlement
Procedures Timetable", such offer shall not be settled until the
Business Day following the completion of settlement procedures A
and B or such later date as the purchaser and the company shall
agree.
Procedure for Changing
Rates or Other
Variable Terms: When a decision has been reached to change the interest rate or
any other variable term on any Notes being sold by the Company,
the Company will promptly advise the Agents and the Trustee by
facsimile transmission and the Agents will forthwith suspend
solicitation of offers to purchase such Notes. The Agents will
telephone the Company with recommendations as to the changed
interest rates or other variable terms. At such time as the
Company advises the Agents and the Trustee by facsimile
transmission of the new interest rates or other variable terms,
the Agents may resume solicitation of offers to purchase such
Notes. Until such time only "indications of interest" may be
recorded. Immediately after acceptance by the Company of an
offer to purchase Notes at a new interest rate or new variable
term, the Company, the Offering Agent and the Trustee shall
follow the procedures set forth under the applicable "Settlement
Procedures".
Suspension of Solicitation;
Amendment or
Supplement: The Company may instruct the Agents to suspend solicitation of
offers to purchase Notes at any time. Upon receipt of such
instructions, the Agents will forthwith suspend solicitation of
offers purchase from the Company until such time as the Company
has advised them that solicitation of offers to purchase may be
resumed. If the Company decides to amend the Registration
Statement (including incorporating any documents by reference
therein) or supplement any of such documents (other than to
establish or change interest rates, maturities, prices or other
similar variable terms with respect to the Notes), it will
promptly advise the Agents and will furnish the Agents and their
counsel with copies of the proposed amendment or supplement
(including any document proposed to be incorporated by reference
therein). One copy of such document, along with a copy of any
correspondence relating thereto sent to the Commission, will be
delivered or mailed to the Agents, their counsel, the Trustee
and the Trustee at the respective addresses set forth under the
heading "Preparation of Pricing Supplement".
In the event that at the time the solicitation of offers to
purchase from the Company is suspended (other than to establish
or change interest rates, maturities, prices or other similar
variable terms with respect to the Notes) there shall be any
offers to purchase Notes that have been accepted by the Company
which have not been settled, the Company will promptly advise
the Agents and the Trustee whether such offers may be settled
and whether copies of the Prospectus as theretofore amended
and/or supplemented as in effect at the time of the suspension
may be delivered in connection with the settlement of such
offers. The Company will have the sole responsibility for such
decision and for any arrangements which may be made in the event
that the Company determines that such offers may not be settled
or that copies of such Prospectus may not be so delivered.
Delivery of Prospectus
and Applicable
Pricing
Supplement: A copy of the most recent Prospectus and applicable Pricing
Supplement must accompany or precede the earlier of (a) the
written confirmation of a sale sent to an investor or other
purchaser or its agent and (b) the delivery of Notes to an
investor or other purchaser or its agent.
Authenticity of
Signatures: The Agents will have no obligations or liability to the Company
or the Trustee in respect of the authenticity of the signature
of any officer, employee or agent of the Company or the
Prospectus on any Note.
Documents Incorporated by
Reference: The Company shall supply the Agents with an adequate supply of
all documents incorporated by reference in the Registration
Statement.
Business Day: As used herein, "Business Day" means, unless otherwise specified
in the applicable Pricing Supplement, any day that in The City
of New York or the City of Chicago, is not a day on which
banking institutions are authorized or required by law or
regulation to close and, with respect to Notes as to which LIBOR
is an applicable Interest Rate Basis, is also a London Business
Day. As used herein, "London Business Day" means any day on
which dealings in deposits in U.S. dollars are transacted in the
London interbank market.
PART II: PROCEDURES FOR NOTES ISSUED
IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in book-entry form
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to DTC, dated April 23, 1996 and
a Certificate Agreement, dated May 26, 1989, between the Trustee and DTC, as
amended (the "Certificate Agreement"), and its obligations as a participant in
DTC, including DTC's Same- Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-entry form having the same
Original Issue Date, Interest Rate, Default Rate, Interest
Payment Dates, redemption and/or repayment terms, if any, and
Stated Maturity (collectively, the "Fixed Rate Terms") will be
represented initially by a single Book-Entry Note; and all
Floating Rate Notes issued in book-entry form having the same
Original Issue Date, formula for the calculation of interest
(including the Base Rate, which may be the CD Rate, the
Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime
Rate or the Treasury Rate or any other interest rate basis or
formula set forth by the Company), Initial Interest Rate, Index
Maturity, Spread and/or Spread Multiplier), if any, Minimum
Interest Rate, if any, Maximum Interest Rate, if any, Default
Rate, redemption and/or repayment terms, if any, Interest
Payment Dates, Initial Interest Reset Date, Interest Reset Dates
and Stated Maturity (collectively, "Floating Rate Terms") will
be represented initially by a single Book-Entry Note.
For other variable terms with respect to the Fixed Rate Notes
and Floating Rate Notes, see the Prospectus and the applicable
Pricing Supplement.
Identification: The Company has arranged with the CUSIP Service Bureau of
Standard & Poor's Corporation (the "CUSIP Service Bureau") for
the reservation of one series of CUSIP numbers, which series
consists of approximately 900 CUSIP numbers which have been
reserved for and relating to Book-Entry Notes and the Company
has delivered to each of the Trustee and DTC such list of such
CUSIP numbers. The Company will assign CUSIP numbers to
Book-Entry Notes as described below under Settlement Procedure
B. DTC will notify the CUSIP Service Bureau periodically of the
CUSIP numbers that the Company has assigned to Book-Entry Notes.
The Trustee will notify the Company at any time when fewer than
100 of the reserved CUSIP numbers remain unassigned to
Book-Entry Notes, and, if it deems necessary, the Company will
reserve and obtain additional CUSIP numbers for assignment to
Book-Entry Notes. Upon obtaining such additional CUSIP numbers,
the Company will deliver a list of such additional numbers to
the Trustee and DTC. Unless otherwise permitted by DTC,
Book-Entry Notes having an aggregate principal amount in excess
of $200,000,000 and otherwise required to be represented by the
same Book-Entry Note will instead be represented by two or more
Book-Entry Notes which shall all be assigned the same CUSIP
number.
Registration: Unless otherwise specified by DTC, each Book-Entry Note will be
registered in the name of Cede & Co., as nominee for DTC, on the
register maintained by the Trustee under the Indenture. The
beneficial owner of a Note issued in book-entry form (i.e., an
owner of a beneficial interest in a Book-Entry Note) (or one or
more indirect participants in DTC designated by such owner) will
designate one or more participants in DTC (with respect to such
Note issued in book-entry form, the "Participants") to act as
agent for such beneficial owner in connection with the
book-entry system maintained by DTC, and DTC will record in
book-entry form, in accordance with the instructions provided by
such Participants, a credit balance with respect to such Note
issued in book-entry form in the account of such Participants.
The ownership interest of such beneficial owner in such Note
issued in book-entry form will be recorded through the records
of such Participants or through the separate records of such
Participants and one or more indirect participants in DTC.
Transfers: Transfers of beneficial ownership interests in a Book-Entry Note
will be accomplished by book entries made by DTC and, in turn,
by Participants (and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial transferors
and transferees of such Book-Entry Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP Service Bureau at
any time a written notice specifying (a) the CUSIP numbers of
two or more Book-Entry Notes outstanding on such date that
represent Book-Entry Notes having the same Fixed Rate Terms or
Floating Rate Terms, as the case may be (other than Original
Issue Dates), and for which interest has been paid to the same
date; (b) a date, occurring at least 30 days after such written
notice is delivered and at least 30 days before the next
Interest Payment Date for the related Notes issued in book-entry
form, on which such Book-Entry Notes shall be exchanged for a
single replacement Book-Entry Note; and (c) a new CUSIP number,
obtained from the Company, to be assigned to such replacement
Book-Entry Note. Upon receipt of such a notice, DTC will send to
its Participants (including the Trustee) a written
reorganization notice to the effect that such exchange will
occur on such date. Prior to the specified exchange date, the
Trustee will deliver to the CUSIP Service Bureau written notice
setting forth such exchange date and the new CUSIP number and
stating that, as of such exchange date, the CUSIP numbers of the
Book-Entry Notes to be exchanged will no longer be valid. On the
specified exchange date, the Trustee will exchange such Book-
Entry Notes for a single Book-Entry Note bearing the new CUSIP
number and the CUSIP numbers of the exchanged Book-Entry Notes
will, in accordance with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned. Notwithstanding the
foregoing, unless otherwise permitted by DTC, if the Book-Entry
Notes to be exchanged exceed $200,000,000 in aggregate principal
amount, one replacement Book-Entry Note will be authenticated
and issued to represent each $200,000,000 of principal amount of
the exchanged Book-Entry Notes and an additional Book-Entry Note
or Notes will be authenticated and issued to represent any
remaining principal amount of such Book-Entry Notes (See
"Denominations" below).
Denominations: Unless otherwise provided in the Pricing Supplement, Notes
issued in book-entry form will be issued in denominations of
$1,000 and integral multiples of $1,000 in excess thereof.
Unless otherwise permitted by DTC, Book-Entry Notes will not be
denominated in principal amounts in excess of $200,000,000. If
one or more Notes are issued in book-entry form in excess of
$200,000,000 and would, but for the preceding sentence, be
represented by a single Book- Entry Note, then one Book-Entry
Note will be issued to represent each $200,000,000 principal
amount of such Note or Notes issued in book-entry form and an
additional Book-Entry Note or Notes will be issued to represent
any remaining principal amount of such Note or Notes issued in
book-entry form. In such a case, each of the Book-Entry Notes
representing such Note or Notes issued in book- entry form shall
be assigned the same CUSIP number.
Payments of Principal
and Interest: Payments of Interest Only. Promptly after each Record Date, the
Trustee will deliver to the Company and DTC a written notice
specifying by CUSIP number the amount of interest to be paid on
each Book-Entry Note on the following Interest Payment Date
(other than an Interest Payment Date coinciding with Maturity)
and the total of such amounts. DTC will confirm the amount
payable on each Book-Entry Note on such Interest Payment Date by
reference to the daily bond reports published by Standard &
Poor's Ratings Group. On or prior to such Interest Payment Date,
the Company will pay to the Trustee in immediately available
funds an amount sufficient to pay the interest then due and
owing on such Book-Entry Notes, and upon receipt of such funds
from the Company, the Trustee in turn will pay to DTC, such
total amount of interest due (other than at Maturity), at the
times and in the manner set forth below under "Manner of
Payment".
Notice of Interest Payments and Record Dates. Promptly after
each Interest Determination Date or Calculation Date, as the
case may be, for Floating Rate Notes issued in book-entry form,
the Trustee will make available upon request to Moody's
Investors Services, Inc. and Standard & Poor's Ratings Group the
interest rates determined on such Interest Determination Date.
Payments at Maturity. On or about the first Business Day of each
month, the Trustee will deliver to the Company and DTC a written
list of principal, interest and premium, if any, to be paid on
each Book-Entry Note maturing either at Stated Maturity, on a
Redemption Date in, or for which an Option to Elect Repayment
has been received with respect to, the following month. The
Trustee, the Company and DTC will confirm the amounts of such
principal, premium, if any, and interest payments with respect
to a Book-Entry Note on or about the fifth Business Day
preceding the Maturity of such Book-Entry Note. At or prior to
such Maturity, the Company will pay to the Trustee in
immediately available funds an amount sufficient to make the
required payments, and upon receipt of such funds the Trustee in
turn will pay to DTC, the principal amount of such Book-Entry
Note, together with premium, if any, and interest due at such
Maturity, at the times and in the manner set forth below under
"Manner of Payment". Promptly after payment to DTC of the
principal, interest and premium, if any, due at the Maturity of
such Book-Entry Note, the Trustee will cancel such Book-Entry
Note and deliver it to the Company with an appropriate debit
advice. On the first Business Day of each month, the Trustee
will deliver to the Company a written statement indicating the
total principal amount of outstanding Book-Entry Notes as of the
close of business on the immediately preceding Business Day.
Manner of Payment. The total amount of any principal, premium,
if any, and interest due on Book-Entry Notes on any Interest
Payment Date or at Maturity shall be paid by the Company to the
Trustee in funds available for use by the Trustee no later than
1:00 p.m., New York City time, on such date. The Company will
make such payment on such Book-Entry Notes to an account
specified by the Trustee. Upon receipt of such funds, the
Trustee will pay by separate wire transfer (using Fedwire
message entry instructions in a form previously specified by
DTC) to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for immediate
use by DTC, each payment of interest, principal and premium, if
any, due on a Book-Entry Note on such date. Thereafter on such
date, DTC will pay, in accordance with its SDFS operating
procedures then in effect, such amounts in funds available for
immediate use to the respective Participants in whose names such
Notes are recorded in the book-entry system maintained by DTC.
Neither the Company nor the Trustee shall have any
responsibility or liability for the payment by DTC of the
principal of, premium, if any, or interest on, the Book-Entry
Notes to such Participants.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Note will be determined and withheld by the Participant,
indirect participant in DTC or other person responsible for
forwarding payments and materials directly to the beneficial
owner of such Note.
Settlement
Procedures: Settlement Procedures with regard to each Note in book-entry
form purchased by each Agent, as principal, or sold by an Agent,
as agent of the Company, will be as follows:
A. The Offering Agent will advise the Company by telephone,
confirmed by facsimile, of the following Settlement
Information:
1. Principal amount of the Note.
2. Fixed Rate Notes:
a. Interest Rate
b. Interest Payment Dates
Floating Rate Notes:
a. Base Rate or Rates
b. Initial Interest Rate
c. Spread and/or Spread Multiplier, if any
d. Interest Reset Date or Dates
e. Interest Reset Period
f. Interest Payment Dates
g. Record Dates
h. Index Maturity, if any
i. Maximum and Minimum Interest Rates, if any
j. Calculation Agent
3. Price to public, if any, of such
Note (or whether such Note is being
offered at varying prices relating
to prevailing market prices at time
of resale as determined by the
Offering Agent).
4. Trade Date.
5. Settlement Date (Original Issue Date).
6. Stated Maturity.
7. Redemption provisions, if any, including: Earliest
Redemption Date, Initial Redemption Percentage and
Annual Redemption Reduction Percentage.
8. Optional Repayment Date(s).
9. Net proceeds to the Company.
10. The Offering Agent's commission or discount.
11. Whether such Note is being sold to
the Offering Agent as principal or
to an investor or other purchaser
through the Offering Agent acting as
agent for the Company.
12. Whether such Note is being issued with Original Issue
Discount and the terms thereof.
13. Such other information specified with respect to the
Notes (whether by Addendum or otherwise).
B. The Company will assign a CUSIP number to the Book-Entry
Note representing such Note and then advise the Trustee by
facsimile transmission or other electronic transmission of
the above settlement information received from the Offering
Agent, such CUSIP number and the name of the Offering Agent.
The Company will also advise the Offering Agent of the CUSIP
Number assigned to such Note.
C. The Trustee will communicate to DTC and the Offering Agent
through DTC's Participant Terminal System, a pending deposit
message specifying the following settlement information:
1. The information set forth in the Settlement Procedure A.
2. Identification numbers of the participant accounts
maintained by DTC on behalf of the Trustee and the
Offering Agent.
3. Identification of the Book-Entry Note as a Fixed Rate
Book-Entry Note or Floating Rate Book-Entry Note.
4. Initial Interest Payment Date for such Note, number of
days by which such date succeeds the related record date
for DTC purposes (or, in the case of Floating Rate Notes
which reset daily or weekly, the date five calendar days
preceding the Interest Payment Date) and, if then
calculable, the amount of interest payable on such
Interest Payment Date (which amount shall have been
confirmed by the Trustee).
5. CUSIP number of the Book-Entry Note representing such
Note.
6. Whether such Book-Entry Note represents any other Notes
issued or to be issued in book-entry form.
DTC will arrange for each pending deposit message
described above to be transmitted to Standard & Poor's
Corporation, which will use the information in the
message to include certain terms of the related
Book-Entry Note in the appropriate daily bond report
published by Standard & Poor's Corporation.
D. The Trustee will complete and authenticate the Book-Entry
Note representing such Note.
E. DTC will credit such Note to the participant account of the
Trustee maintained by DTC.
F. The Trustee will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC (i) to debit
such Note to the Trustee's participant account and credit
such Note to the participant account of the Offering Agent
maintained by DTC and (ii) to debit the settlement account
of the Offering Agent and credit the settlement account of
the Trustee maintained by DTC, in an amount equal to the
price of such Note less such Offering Agent's discount or
underwriting commission, as applicable. Any entry of such a
deliver order shall be deemed to constitute a representation
and warranty by the Trustee to DTC that (i) the Book-Entry
Note representing such Note has been issued and
authenticated and (ii) the Trustee is holding such
Book-Entry Note pursuant to the Certificate Agreement.
G. In the case of Notes sold through the Offering Agent, as
Agent, the Offering Agent will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC (i) to debit such Note to the
Offering Agent's participant account and credit
such Note to the participant account of the
Participants maintained by DTC and (ii) to debit the
settlement accounts of such Participants and credit the
settlement account of the Offering Agent maintained by DTC
in an amount equal to the initial public offering price of
such Note.
H. Transfers of funds in accordance with SDFS deliver orders
described in Settlement Procedures F and G will be settled
in accordance with SDFS operating procedures in effect on
the Settlement Date.
I. Upon receipt, the Trustee will pay the Company, by wire
transfer of immediately available funds to the account of
the Company at Chase Manhattan Bank, N.A., ABA #021000021,
Account #9102750073, or to such other account specified by
the Company to the Trustee from time to time, in the amount
transferred to the Trustee in accordance with Settlement
Procedure F.
J. If the Note was sold through the Offering Agent, as agent,
the Offering Agent will confirm the purchase of such Note to
the investor or other purchaser either by transmitting to
the Participant with respect to such Note a confirmation
order through DTC's Participant Terminal System or by
mailing a written confirmation to such investor or other
purchaser.
Settlement Procedures
Timetable: For offers to purchase Notes accepted by the Company, Settlement
Procedures "A" through "J" set forth above shall be completed as
soon as possible following the trade but not later than the
respective times (New York City time) set forth below:
SETTLEMENT
PROCEDURE TIME
A 11:00 a.m. on the trade date or within
one hour following the trade
B 12:00 noon on the trade date or within
one hour following the trade
C No later than the close of business on
the trade date
D 9:00 a.m. on Settlement Date
E 10:00 a.m. on Settlement Date
F-G No later than 2:00 p.m. on Settlement
Date
H 4:00 p.m. on Settlement Date
I-J 5:00 p.m. on Settlement Date
Settlement Procedure H is subject to extension in accordance
with any extension of Fedwire closing deadlines and in the other
events specified in the SDFS operating procedures in effect on
the Settlement Date.
If settlement of a Note issued in book-entry form is rescheduled
or canceled, the Trustee will deliver to DTC, through DTC's
Participant Terminal System, a cancellation message to such
effect by no later than 2:00 p.m., New York City time, on the
Business Day immediately preceding the scheduled Settlement
Date.
Failure to
Settle: If the Trustee fails to enter an SDFS deliver order with respect
to a Book-Entry Note issued in book-entry form pursuant to the
Settlement Procedure F, the Trustee may deliver to DTC, through
DTC's Participant Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit such Note to the
participant account of the Trustee maintained at DTC. DTC will
process the withdrawal message, provided that such participant
account contains a principal amount of the Book-Entry Note
representing such Note that is at least equal to the principal
amount to be debited. If withdrawal messages are processed with
respect to all the Notes represented by a Book-Entry Note, the
Trustee will mark such Book-Entry Note "canceled", make
appropriate entries in its records and send certification of
destruction of such canceled Book-Entry Note to the Company. The
CUSIP number assigned to such Book-Entry Note shall, in
accordance with CUSIP Service Bureau procedures, be canceled and
not immediately reassigned. If withdrawal messages are processed
with respect to a portion of the Notes represented by a
Book-Entry Note, the Trustee will exchange such Book-Entry Note
for two Book-Entry Notes, one of which shall represent the
Book-Entry Notes for which withdrawal messages are processed and
issuance, and the other of which shall represent the other Notes
previously represented by the surrendered Book-Entry Note and
shall bear the CUSIP number of the surrendered Book- Entry Note.
In the case of any Note sold through the Offering Agent, as
agent, if the purchase price for any Book-Entry Note is not
timely paid to the Participants with respect to such Note by the
beneficial investor or other purchaser thereof (or a person,
including an indirect participant in DTC, acting on behalf of
such investor or other purchaser), such Participants and, in
turn, the related Offering Agent may enter SDFS deliver orders
through DTC's Participant Terminal System reversing the orders
entered pursuant to Settlement Procedures F and G, respectively.
Thereafter, the Trustee will deliver the withdrawal message and
take the related actions described in the preceding paragraph.
If such failure shall have occurred for any reason other than
default by the applicable Offering Agent to perform its
obligations hereunder or under the Distribution Agreement, the
Company will reimburse such Offering Agent on an equitable basis
for its reasonable loss of the use of funds during the period
when the funds were credited to the account of the Company
Notwithstanding the foregoing, upon any failure to settle with
respect to a Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating procedures then in effect. In
the event of a failure to settle with respect to a Note that was
to have been represented by a Book-Entry Note also representing
other Notes, the Trustee will provide, in accordance with
Settlement Procedure D, for the authentication and issuance of a
Book-Entry Note representing such remaining Notes and will make
appropriate entries in its records.
PART III: PROCEDURES FOR NOTES ISSUED
IN CERTIFICATED FORM
Denominations: The Certificated Notes will be issued in denominations of $1,000
and integral multiples of $1,000 in excess thereof.
Payments of Principal
and Interest: Upon presentment and delivery of the Certificated Note, the
Trustee upon receipt of immediately available funds from the
Company will pay the principal amount of each Certificated Note
at Maturity and the final installment of interest in immediately
available funds. All interest payments on a Certificated Note,
other than interest due at Maturity, will be made at the
Corporate Trust office of the Trustee or, at the option of the
Company, may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the
security Register; provided, however, that holders of
$10,000,000 or more in aggregate principal amount of
Certificated Notes having the same Interest Payment Dates may,
at the option of the Company, be entitled to receive payments of
interest, other than at Maturity, by wire transfer of
immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not
less than 15 calendar days prior to the applicable Interest
Payment Date.
The Trustee will provide monthly to the Company, a list of the
principal, premium, if any, and interest in each currency to be
paid on Certificated Notes maturing in the next succeeding
month. The Trustee will be responsible for withholding taxes on
interest paid as required by applicable law, but shall be
relieved from any such responsibility if it acts in good faith
and in reliance upon an opinion of counsel.
Certificated Notes presented to the Trustee at Maturity for
payment will be canceled by the Trustee. All canceled
Certificated Notes held by the Trustee shall be destroyed, and
the Trustee shall furnish to the Company a certificate with
respect to such destruction.
Settlement
Procedures: Settlement Procedures with regard to each Certificated Note
purchased by any Agent, as principal, or through any Agent, as
agent, shall be as follows:
A. The Offering Agent will advise the Company by
telephone of the following Settlement information with
regard to each Note:
1. Exact name in which the Certificated Note(s) is to be
registered (the "Registered Owner").
2. Exact address or addresses of the Registered Owner
for delivery, notices and payments of principal,
premium, if any, and interest.
3. Taxpayer identification number of the Registered
Owner.
4. Principal amount of the Certificated Note.
5. Denomination of the Certificated Note.
6. Fixed Rate Notes:
a. Interest Rate
b. Interest Payment Dates
Floating Rate Notes:
a. Base Rate or Rates
b. Initial Interest Rate
c. Spread and/or Spread Multiplier if any
d. Interest Reset Date or Dates
e. Interest Reset Period
f. Interest Payment Dates
g. Record Dates
h. Index Maturity, if any
i. Maximum and Minimum Interest Rates, if any
j. Calculation Agent
7. Price to public of such Certificated Note (or
whether such Note is being offered at varying prices
relating to prevailing market prices at time of
resale as determined by the Offering Agent).
8. Trade Date.
9. Settlement Date (Original Issue Date).
10. Stated Maturity.
11. Net Proceeds to the Company.
12. The Offering Agent's commission or discount.
13. Whether such Notes are being sold to the Offering
Agent as principal or to an investor or other
purchaser through the Offering Agent acting as agent
for the Company.
14. Redemption provisions, if any.
15. Repayment provisions, if any.
16. Default Rate, if any.
17. Whether such Note is being issued with original issue
discount and the terms thereof.
18. Such other information specified with respect to the
Notes (whether by Addendum or otherwise).
B. After receiving such settlement information from the
Offering Agent, the Company will advise the Trustee of
the above settlement information by facsimile
transmission confirmed by telephone. The Company will
cause the Trustee to issue, authenticate and deliver the
Certificated Note.
C. The Trustee will complete the Certificated Note in the
form approved by the Company, the Offering Agent and the
Trustee, and will make three copies thereof (herein
called "Stub 1", "Stub 2" and "Stub 3"):
1. Certificated Note with the Offering Agent's
confirmation, if traded on a principal basis, or the
Offering Agent's customer confirmation, if traded on
an agency basis.
2. Stub 1 for Trustee.
3. Stub 2 for Offering Agent.
4. Stub 3 for the Company.
D. With respect to each trade, the Trustee will deliver the
Certificated Note and Stub 2 thereof to the Offering
Agent at the following applicable address:
[Name and address of agents.]
The Trustee will keep Stub 1. The Offering Agent will
acknowledge receipt of the Certificated Note through a
broker's receipt and will keep Stub 2. Delivery of the
Certificated Note will be made only against such
acknowledgment of receipt. Upon determination that the
Certificated Note has been authorized, delivered and
completed as aforementioned, Offering Agent will wire the
net proceeds of the Certificated Note after deduction of
its applicable commission to the Company pursuant to the
standard wire instructions given by the Company.
E. In the case of a Certificated Note sold through the
Offering Agent, as agent, the Offering Agent will deliver
such Certificated Note (with the confirmation), as well
as a copy of the Prospectus and any applicable Pricing
Supplement or Supplements received from the Trustee to
the purchaser against payment in immediately available
funds.
F. The Trustee will send Stub 3 to the Company.
Settlement Procedures
Timetable: For offers to purchase Certified Notes accepted by the Company,
Settlement Procedures "A" through "F" set forth above shall be
completed as soon as possible but not later than the respective
times (New York City time) set forth below:
SETTLEMENT
PROCEDURE TIME
A 11:00 a.m. on the trade date or within one
hour following the trade
B 12:00 noon on the trade date or within one
hour following the trade
C-D 2:15 p.m. on Settlement Date
E 3:00 p.m. on Settlement Date
F 5:00 p.m. on Settlement Date
Failure to
Settle: In the case of Notes sold through the Offering Agent, as agent,
if an investor or other purchaser of a Certificated Note from
the Company shall either fail to accept delivery of or make
payment for such Certificated Note on the date fixed for
settlement, the Offering Agent will forthwith notify the
Trustee and the Company by telephone, confirmed in writing, and
return such Certificated Note to the Trustee.
The Trustee, upon receipt of such Certificated Note from the
Offering Agent, will immediately advise the Company and the
Company will promptly arrange to credit the account of the
Offering Agent in an amount of immediately available funds
equal to the amount previously paid to the Company by such
Offering Agent in settlement for such Certificated Note. Such
credits will be made on the Settlement Date if possible, and in
any event not later than the Business Day following the
Settlement Date; provided that the Company has received notice
on the same day. If such failure shall have occurred for any
reason other than failure by such Offering Agent to perform its
obligations hereunder or under the Distribution Agreement, the
Company will reimburse such Offering Agent on an equitable
basis for its reasonable loss of the use of funds during the
period when the funds were credited to the account of the
Company. Immediately upon receipt of such Certificated Note in
respect of which the failure occurred, the Trustee will cancel
and destroy such Certificated Note, make appropriate entries in
its records to reflect the fact that the Note was never issued,
and accordingly notify in writing the Company.
P:Power.MTN\AdminPro.96
<PAGE>
Florida Power Corporation
3201 34th Street South
St. Petersburg, FL 33711
(813) 866-5153
Exhibit 5
April 16, 1996
Florida Power Corporation
3201 34th Street South
St. Petersburg, Florida 33711
Re: Issuance and Sale of Medium-Term Notes, Series B.
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Florida Power
Corporation (the "Company"), I have acted as counsel to the Company in
connection with the proposed issuance and sale of up to $130,700,000 aggregate
principal amount of the Company's Medium-Term Notes, Series B (the "New Notes")
in one or more issues, and the registration of the New Notes under the
Securities Act of 1933, as amended. The New Notes will be issued under the
Indenture, dated as of August 15, 1992 (the "Indenture"), between the Company
and The First National Bank of Chicago (the "Trustee").
Attorneys under my supervision in the legal department of Florida
Progress Corporation, the Company's parent, and I have participated in the
preparation of a Registration Statement on Form S-3 relating to the New Notes
(the "Registration Statement") that the Company intends to file with the
Securities and Exchange Commission on or about April 16, 1996. In connection
therewith, I have examined the Registration Statement, including all exhibits
thereto, the Company's Amended Articles of Incorporation and Bylaws as amended
to date, the resolutions adopted by the Company's Board of Directors on February
7, 1996 relating to the New Notes (the "Resolutions"), Order No.
PSC-95-1530-FOF-EI of the Florida Public Service Commission that authorizes the
Company to issue additional securities during 1996 and such other documents as I
have deemed necessary for the purpose of rendering this opinion.
The opinions expressed below are based on the following assumptions:
(a) The issuance and sale of the New Notes will be carried out (i) on
the basis set forth in the Registration Statement, (ii) in conformity with the
Resolutions; (iii) in conformity with the appropriate authorizations, consents
or exemptions under the securities or "blue sky" laws of the various States of
the United States, and (iv) in conformity with the appropriate authorizations,
consents or orders of the Florida Public Service Commission;
<PAGE>
Florida Power Corporation
April 16, 1996
Page Two
(b) The Registration Statement will become effective;
(c) The note certificate(s) representing each issue of New Notes will
be duly executed and delivered by the proper officers of the Company and duly
authenticated by the Trustee as provided in the Indenture and the Resolutions;
and
(d) The Company will have prepared and filed with the Securities and
Exchange Commission a pricing supplement with respect to each issue of New Notes
containing the terms of that issue, and each issue of New Notes will have been
sold and delivered to the underwriters, dealers, agents or other purchasers
thereof against payment therefor as contemplated by the applicable pricing
supplement.
Based upon and subject to the foregoing, I am of the opinion that:
1. Florida Power Corporation is a corporation duly organized and
existing under the laws of the State of Florida.
2. The New Notes, when properly authenticated and delivered against
payment therefor in accordance with the foregoing assumptions, will be legally
issued, valid and binding obligations of the Company.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the headings "Legal
Matters" and "Experts" therein.
Very truly yours,
/s/ Kenneth E. Armstrong
Kenneth E. Armstrong
Vice President, General Counsel
and Secretary
I:\POWER.MTN\OpinEx5.96
<PAGE>
<PAGE>
Exhibit 12
FLORIDA POWER CORPORATION
Statement of Computation of Ratios
(Dollars in Millions)
Ratio of Earnings to Fixed Charges:
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Net Income $227.0 $200.8 $194.9 $186.9 $180.9
Add:
Operating Income Taxes 129.5 114.7 104.5 97.7 92.8
Other Income Taxes 0.1 (0.8) (0.1) (0.2) (0.1)
------ ------ ------ ------ ------
Income Before Taxes 356.6 314.7 299.3 284.4 273.6
Total Interest Charges 104.5 108.4 105.8 100.2 95.2
------ ------ ------ ------ ------
Total Earnings (A) $461.1 $423.1 $405.1 $384.6 $368.8
------ ------ ------ ------ ------
Fixed Charges (B) $104.5 $108.4 $105.8 $100.2 $ 95.2
------ ------ ------ ------ ------
Ratio of Earnings to
Fixed Charges (A/B) 4.41 3.90 3.83 3.84 3.87
====== ====== ====== ====== ======
<PAGE>
[LOGO] KPMG Peat Marwick LLP
P. O. Box 31002
St. Petersburg, FL 33732
The Board of Directors
Florida Progress Corporation:
The Board of Directors
Florida Power corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our report,
dated January 22, 1996, refers to a change in the method of accounting for
income taxes.
/s/KPMG Peat Marwick LLP
April 16, 1996
[LOGO] Member Firm of
Klynveld Peat Marwick Goerdeler
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
FLORIDA POWER CORPORATION
(Exact name of obligor as specified in its charter)
Florida
59-0247770
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3201 34th Street South
St. Petersburg, Florida 33711
(Address of principal executive offices) (Zip Code)
Medium Term Notes
(Title of Indenture Securities)
<PAGE>
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C., Federal Deposit
Insurance Corporation, Washington, D.C., The Board of
Governors of the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 8th day of April,
1996.
The First National Bank of Chicago,
Trustee,
By /s/ Steven M. Wagner
Steven M. Wagner
Vice President
Corporate Trust Services Division
*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 12 of the Form T-1 of The
First National Bank of Chicago, filed as Exhibit 26 to the Registration
Statement on Form S-3 of The CIT Group Holdings, Inc., filed with the
Securities and Exchange Commission on February 16, 1993 (Registration
No. 33-58418).
3
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
April 12, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Florida Power
Corporation and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
The First National Bank of Chicago
By /s/ Steven M. Wagner
Steven M. Wagner
Vice President
Corporate Trust Services Division
4
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
<TABLE>
<CAPTION>
Schedule RC--Balance Sheet
Dollar Amounts in C400 <-
Thousands RCFD BIL MIL THOU
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1).. 0081 4,003,995 1.a.
b. Interest-bearing balances(2)........................... 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)... 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold..................................... 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell........ 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)..................................................... RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses.............. RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve.................. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).......... 2125 16,109,349 4.d.
5. Assets held in trading accounts........................... 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized leases).. 2145 591,753 6.
7. Other real estate owned (from Schedule RC-M)..... 2150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................ 2130 40,560 8.
9. Customers' liability to this bank on acceptances outstanding..... 2155 524,918 9.
10. Intangible assets (from Schedule RC-M).................... 2143 101,011 10.
11. Other assets (from Schedule RC-F)......................... 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11).................. 2170 49,360,496 12.
________________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
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Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
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<CAPTION>
Schedule RC-Continued
Dollar Amounts in
Thousands Bil Mil Thou
LIABILITIES
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13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)................... RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing(1)........... RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing.......................... RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)... RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing....................... RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing.......................... RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased....................... RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase RCFD 0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 93,942 15.a.
b. Trading Liabilities..................................... RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less.... RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year. RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases.................................. RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding RCFD 2920 524,918 18.
19. Subordinated notes and debentures................ RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G).. RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20)... RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.... RCFD 3838 0 23.
24. Common stock..................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves........ RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities.................................... RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)............ RCFD 3300 49,360,496 29.
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Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
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1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit
work accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
________________
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
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