As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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)
Pamela A. Saari
Assistant Treasurer
Florida Power Corporation
3201 34th Street South
St. Petersburg, FL 33711
(813) 866-5871
(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 . . . . $550,000,000 100% $550,000,000 $166,667
(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 $850,000,000 principal
amount of Notes, consisting of (a) the $550,000,000 principal amount of
Notes being registered hereby, (b) 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, and (c) the $130,700,000
principal amount of Notes that are as yet unsold that previously were
registered under the Company's Registration Statement on Form S-3
(No. 333-02549) that was filed with the Commission on April 16, 1996.
</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.
<PAGE>
SUBJECT TO COMPLETION
Dated June 24, 1997
PROSPECTUS
FLORIDA POWER CORPORATION
$850,000,000
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 $850,000,000. 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 one or more Global Notes (collectively, the
"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>
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===========================================================================================================
PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(2)(3)
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Per Note 100% .125% - .750% 99.875% - 99.250%
- -----------------------------------------------------------------------------------------------------------
Total $850,000,000 $1,062,500 - $6,375,000 $848,937,500 - $843,625,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated in the applicable Pricing Supplement, each Note
will be issued at 100% of its principal amount.
(2) The Company will pay a commission to J.P. Morgan Securities Inc.,
PaineWebber Incorporated and First Chicago Capital Markets, Inc. (each,
together with any additional or successor agents named in the applicable
Pricing Supplement, 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. 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 $450,000 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.
, 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, THE AGENTS MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY
BID FOR, AND PURCHASE, THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
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
Page
Available Information....................................... 3
Incorporation of Certain Documents by Reference............. 3
The Company................................................. 4
Ratio of Earnings to Fixed Charges.......................... 4
Use of Proceeds............................................. 4
Description of Notes........................................ 4
Plan of Distribution........................................ 10
Legal Matters............................................... 10
Experts..................................................... 11
2
<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. The
SEC maintains a web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the SEC. 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, 1996, as
filed with the SEC on March 27, 1997, as amended by Form 10-K/A-1, as filed
with the SEC on May 16, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
as filed with the SEC on May 15, 1997.
3. Current Reports on Form 8-K dated January 7, January 23, January
29, February 20, March 28, April 15, May 12, May 27 and June 19, 1997, as
filed with the SEC on January 16, January 28, January 29, February 24,
April 4, April 21, May 12, May 28 and June 23, 1997, 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 14042, ST. PETERSBURG, FLORIDA 33733, OR TELEPHONE (813)
866-4247 OR TOLL-FREE (800) 937-2640.
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<PAGE>
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, 1996, the Company served an average of approximately
1,290,000 customers. The Company has a system generating capacity of 7,341
megawatts, and its energy mix (on a megawatt hour basis) for the twelve months
ended December 31, 1996, was approximately 43% coal, 16% oil, 3% gas, 6% nuclear
and 32% purchased power.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated:
YEAR ENDED DECEMBER 31,
- --------------------------------
1996 1995 1994 1993 1992
- ---- ---- ---- ---- ----
4.80 4.41 3.90 3.83 3.84
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
March 31, 1997, the Company had $255.9 million of short-term debt outstanding
with a weighted average interest rate of 5.44%.
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. $850,000,000 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 $835
million aggregate principal amount were outstanding on December 31, 1996. 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, 1996, under the indenture of mortgage, the
bondable value of property additions was approximately $3.0 billion, permitting
the issuance of approximately $1.8 billion of additional Bonds; and
approximately another
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$181.4 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 $850,000,000 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).
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
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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.
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 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"
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<PAGE>
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 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.
7
<PAGE>
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 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).
8
<PAGE>
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 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.
9
<PAGE>
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.
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.
In connection with the offering of the Notes, the Agents may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, the Agents may overallot in connection with the offering of
the Notes, creating a short position. In addition, the Agents may bid for and
purchase Notes in the open market to cover short positions or to stabilize the
price of the Notes. Finally, the Agents may reclaim selling concessions allowed
for distributing the Notes in the offering of the Notes, if the Agents
repurchase previously distributed Notes in covering transactions, stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the
market price of the Notes above independent market levels. The Agents are not
required to engage in any of these activities, and may end any of them at any
time.
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 and General
Counsel 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.
Jones, Day, Reavis & Pogue has from time to time and continues to represent the
Company in connection with certain limited matters.
10
<PAGE>
EXPERTS
The financial statements and schedules as of December 31, 1996 and 1995,
and for each of the years in the three-year period ended December 31, 1996,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm 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 and General Counsel
of Florida Progress Corporation, as an expert, and are included herein upon the
authority of such counsel.
11
<PAGE>
PART II.
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee...........................................$ 166,667
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................................................... 3,333*
------
Total..........................................................$ 450,000*
------------------
*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 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).
<PAGE>
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. (Filed as
Exhibit 1 to the Company's Registration Statement on Form S-3
(No. 333-02549) as filed with the SEC on April 16, 1996.)
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.
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;
<PAGE>
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.
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.
<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 24th day of
June, 1997.
FLORIDA POWER CORPORATION
By: /s/ Joseph H. Richardson
-----------------------------------
Joseph H. Richardson, President
and Chief Executive 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, PAMELA A. SAARI 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/ Joseph H. Richardson President and Chief June 24, 1997
---------------------------- Executive Officer and
Joseph H. Richardson Director
Principal Executive Officer
(ii) /s/ Jeffrey R. Heinicka Senior Vice President and June 24, 1997
---------------------------- Chief Financial Officer
Jeffrey R. Heinicka
Principal Financial Officer
(iii) /s/ John Scardino, Jr. Vice President and June 24, 1997
---------------------------- Controller
John Scardino, Jr.
Principal Accounting Office
<PAGE>
(iv) A majority of the Directors, including (i) above:
Signature Title Date
/s/Jack B. Critchfield Director June 24, 1997
-----------------------
Jack B. Critchfield
/s/ W.D. Frederick, Jr. Director June 24, 1997
-------------------------
W.D. Frederick, Jr.
/s/ Michael P. Graney Director June 24, 1997
------------------------
Michael P. Graney
/s/ Richard Korpan Chairman June 24, 1997
------------------------ of the Board
Richard Korpan
/s/ Frank C. Logan Director June 24, 1997
------------------------
Frank C. Logan
/s/ Clarence V. McKee Director June 24, 1997
------------------------
Clarence V. McKee
/s/ Vincent J. Naimoli Director June 24, 1997
------------------------
Vincent J. Naimoli
/s/ Richard A. Nunis Director June 24, 1997
------------------------
Richard A. Nunis
/s/ Charles B. Reed Director June 24, 1997
------------------------
Charles B. Reed
/s/ Joan D. Ruffier Director June 24, 1997
-------------------------
Joan D. Ruffier
/s/ Robert T. Stuart, Jr. Director June 24, 1997
------------------------
Robert T. Stuart, Jr.
/s/ Jean Giles Wittner Director June 24, 1997
--------------------------
Jean Giles Wittner
p:\power.mtn\s-3697<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
1* Form of Amended and Restated Distribution Agreement. (Filed as
Exhibit 1 to the Company's Registration Statement on Form S-3
(No. 333-02549) as filed with the SEC on April 16, 1996.)
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.
Florida Power Corporation
[Corporate Logo Omitted]
Exhibit 5
June 24, 1997
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 and General Counsel 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 $550,000,000 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 June 24, 1997. 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 June 16, 1997
relating to the New Notes (the "Resolutions"), Order No. PSC-96-1521-FOF-EI of
the Florida Public Service Commission that authorizes the Company to issue
additional securities during 1997 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;
Florida Power Corporation
June 24, 1997
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 and General Counsel
p:\POWER.MTN\OpinEx5.97
Exhibit 12
FLORIDA POWER CORPORATION
Statement of Computation of Ratios
(Dollars in Millions)
Ratio of Earnings to Fixed Charges:
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Net Income $238.4 $227.0 $200.8 $194.9 $186.9
Add:
Operating Income Taxes 135.8 129.5 114.7 104.5 97.7
Other Income Taxes (0.1) 0.1 (0.8) (0.1) (0.2)
------ ------ ------ ------ ------
Income Before Taxes 374.1 356.6 314.7 299.3 284.4
Total Interest Charges 98.4 104.5 108.4 105.8 100.2
------ ------ ------ ------ ------
Total Earnings (A) $472.5 $461.1 $423.1 $405.1 $384.6
------ ------ ------ ------ ------
Fixed Charges (B) $ 98.4 $104.5 $108.4 $105.8 $100.2
------ ------ ------ ------ ------
Ratio of Earnings to
Fixed Charges (A/B) 4.80 4.41 3.90 3.83 3.84
====== ====== ====== ====== ======
EXHIBIT 23.(a)
Independent Auditors' Consent
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.
/s/KPMG Peat Marwick LLP
St. Petersburg, Florida
June 20, 1997
EXHIBIT 25
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 11th day of June, 1997.
The First National Bank of Chicago,
Trustee,
By /s/ Steven M. Wagner
-------------------------------------
Steven M. Wagner
Vice President
Corporate Trust Services Division
* Exhibit 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 ITT Corporation, filed with the Securities and Exchange Commission on
October 15, 1996 (Registration No. 333-07221).
3<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
June 11, 1997
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> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1997
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.
Schedule RC--Balance Sheet
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in C400
Thousands RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C>
<C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . . . . . . 0081 3,871,170 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . . . . 0071 6,498,314 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 3,901,208 2.b.
3. Federal funds sold and securities purchased under agreements to
resell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1350 4,612,975 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .RCFD 2122 23,345,201 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . .RCFD 3123 420,963 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 22,924,238 4.d.
5. Trading assets (from Schedule RD-D). . . . . . . . . . . . . . . . . . . . . 3545 8,792,158 5.
6. Premises and fixed assets (including capitalized leases) . . . . . . . . . . 2145 706,928 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . . . . . 2150 6,563 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . . . 2130 61,551 8.
9. Customers' liability to this bank on acceptances outstanding . . . . . . . . 2155 488,866 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . 2143 291,569 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . . . . . . 2160 1,775,283 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . . . . 2170 53,930,823 12.
- ----------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
</TABLE>
5<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
Dollar Amounts in C400
Thousands BIL MIL THOU
----------------- ------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . . . . . . . . RCON 2200 21,550,056 13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . . . . . . . . . . . . . . RCON 6631 8,895,137 13.a.1
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 6636 12,654,919 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II). . . . . . . . . . . . . . . . . . . . RCFN 2200 12,364,650 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . . . . . . . . RCFN 6631 287,496 13.b.1
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . RCFN 6636 12,077,154 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2800 3.817,421 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 63,621 15.a.
b. Trading Liabilities(from Schedule RC-D)................................ RCFD 3548 5,872,831 15b.
16. Other borrowed money:
a. With original maturity of one year or less. . . . . . . . . . . . . . . RCFD 2332 2,607,549 16.a.
b. With original maturity of more than one year . . . . . . . . . . . . . RCFD 2333 322,414 16b.
17. Not applicable
18. Bank's liability on acceptance executed and outstanding . . . . . . . . . RCFD 2920 488,866 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . RCFD 3200 1,550,000 19.
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . . . RCFD 2930 1,196,229 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . . . RCFD 2948 49,833,637 21.
22. Not applicable
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 2,944,244 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . RCFD 3632 954,885 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (1,089) 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . . . . . . RCFD 3284 (1,712) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . RCFD 3210 4,097,186 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . . . . . . . . . . . . . RCFD 3300 53,930,823 29.
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 1996 . . . . . . . . . . . . . . . . . . . . RCFD 6724 . . . . . . M.1.
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.
</TABLE>
6
