<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration Number 333-29897
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 1, 1997)
$150,000,000
FLORIDA POWER CORPORATION
6 3/4% NOTES DUE FEBRUARY 1, 2028
------------------------
INTEREST PAYABLE FEBRUARY 1 AND AUGUST 1
------------------------
The Notes offered hereby (the "Offered Notes") constitute an issue of a
series of the Medium-Term Notes, Series B of Florida Power Corporation (the
"Company"). Interest on the Offered Notes is payable by the Company
semi-annually in arrears on February 1 and August 1 of each year, commencing
August 1, 1998. The Offered Notes may be redeemed at any time at the option of
the Company, in whole or in part, at a redemption price equal to the sum of (i)
the principal amount of the Offered Notes being redeemed, plus accrued interest
to the redemption date, and (ii) the Make-Whole Amount, if any. See "Certain
Terms of the Offered Notes -- Optional Redemption."
The Offered Notes will be represented by a Global Security registered in
the name of The Depository Trust Company (the "Depositary") or its nominee.
Beneficial interests in the Global Securities will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary and
its participants. Except as described in the accompanying Prospectus, Offered
Notes in certificated form will not be issued. See "Description of Notes."
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
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=================================================================================================================
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(3)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Offered Note................... 99.709% 0.875% 98.834%
- -----------------------------------------------------------------------------------------------------------------
Total.............................. $149,563,500 $1,312,500 $148,251,000
=================================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from February 13, 1998.
(2) See "Underwriting."
(3) Before deducting expenses estimated at $80,000, which are payable by the
Company.
------------------------
The Offered Notes are offered by the Underwriters, subject to prior sale,
when and as if delivered to and accepted by the Underwriters, subject to their
right to reject orders in whole or in part, and subject to approval of certain
legal matters by Jones, Day, Reavis & Pogue, counsel to the Underwriters. It is
expected that delivery of the Offered Notes will be made through the facilities
of the Depositary, against payment therefor in same-day funds, on or about
February 13, 1998.
------------------------
PAINEWEBBER INCORPORATED
FIRST CHICAGO CAPITAL MARKETS, INC.
J.P. MORGAN & CO.
------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 10, 1998.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE OFFERED NOTES.
SUCH TRANSACTIONS MAY INCLUDE THE PURCHASE OF OFFERED NOTES IN THE OPEN MARKET
TO STABILIZE THE MARKET PRICE OF THE OFFERED NOTES AND THE PURCHASE OF OFFERED
NOTES TO COVER SHORT POSITIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
S-2
<PAGE> 3
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, 1997, the Company served an average of approximately
1,315,000 customers. The Company has a system generating capacity of 7,717
megawatts, and its energy mix (on a megawatt hour basis) for the twelve months
ended December 31, 1997, was approximately 45% coal, 18% oil, 6% gas and 31%
purchased power. The Company's only nuclear unit, the Crystal River unit, was
out of service throughout 1997.
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,
- --------------------------------
1997 1996 1995 1994 1993
- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C>
2.75 4.80 4.41 3.90 3.83
</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 consist
of gross interest expense including amortization of debt expense, discount or
premium.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Offered
Notes, together with certain other funds, to redeem in March 1998 all of the
Company's outstanding $150,000,000 principal amount of First Mortgage Bonds,
8 5/8% Series due November 1, 2021 at a redemption price of 105.17% of the
principal amount thereof, together with accrued interest to the date of
redemption. The redemption is subject to formal board action, which is expected
to occur within the next week.
S-3
<PAGE> 4
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Offered Notes will mature on the date and bear interest at the rate,
payable semi-annually in arrears on the dates, as set forth on the front cover
of this Prospectus Supplement. The regular record dates for the February 1 and
August 1 interest payment dates will be January 15 and July 15, respectively.
The Offered Notes are not subject to any sinking fund. For other terms
applicable to the Offered Notes not described under "Optional Redemption" below,
see "Description of Notes" in the Prospectus.
OPTIONAL REDEMPTION
The Offered Notes may be redeemed at any time at the option of the Company,
in whole or in part, at a redemption price equal to the sum of (i) the principal
amount of the Offered Notes being redeemed, plus accrued interest thereon to the
redemption date, and (ii) the Make-Whole Amount, if any, with respect to such
Offered Notes (the "Redemption Price").
"Make-Whole Amount" means the excess, if any, of (i) the aggregate present
value as of the date of any optional redemption of each dollar of principal
being redeemed and the amount of interest (exclusive of interest accrued to the
date of redemption) that would have been payable in respect of such dollar if
such redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the Reinvestment Rate (determined on the
third Business Day preceding the date notice of such redemption is given) from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, over (ii) the aggregate principal
amount of the Offered Notes being redeemed.
"Reinvestment Rate" means .15% (fifteen one-hundredths of one percent) plus
the arithmetic mean of the yields under the respective headings "This Week" and
"Last Week" published in the Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed. If no maturity exactly corresponds to such maturity,
yields for the two published maturities most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Reinvestment Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding in each of such relevant periods to the nearest
month. For purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the Make-
Whole Amount shall be used.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively traded United States government
securities adjusted to constant maturities or, if such statistical release is
not published at the time of any determination under the Indenture, then such
other reasonably comparable index which shall be designated by the Company.
Written notice of any optional redemption of any Offered Notes will be
given by mail, first-class postage prepaid, to holders at their respective
addresses, as shown in the security register, not more than 60 nor less than 30
days prior to the date fixed for redemption. The notice of redemption will
specify, among other items, the Redemption Price and the principal amount of the
Offered Notes held by such holder to be redeemed. If less than all the Offered
Notes are to be redeemed, the Company will notify the Trustee at least 60 days
prior to the redemption of the aggregate principal amount of Offered Notes to be
redeemed and their redemption date. The Trustee shall select, in such manner as
it shall deem fair and appropriate, Offered Notes to be redeemed in whole or in
part. Offered Notes may be redeemed in part in denominations of $1,000 or in any
integral multiple thereof. If notice of redemption of the Offered Notes has been
given as provided in the Indenture and funds for the redemption of any Offered
Notes called for redemption shall have been made available on the redemption
date referred to in such notice, such Offered Notes will cease to bear interest
on the date fixed for such redemption specified in such notice and the only
right of the holders of the Offered Notes will be to receive payment of the
Redemption Price.
S-4
<PAGE> 5
UNDERWRITING
Subject to the terms and conditions contained in a Terms Agreement dated
February 10, 1998 (the "Terms Agreement"), the Company has agreed to sell to
PaineWebber Incorporated, First Chicago Capital Markets, Inc. and J.P. Morgan
Securities Inc. (collectively, the "Underwriters"), and the Underwriters have
severally agreed to purchase, the respective principal amount of Offered Notes
set forth opposite their names below. The Terms Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent, and
that the Underwriters will be obligated to purchase all of the Offered Notes if
any are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
- ------------ ------------
<S> <C>
PaineWebber Incorporated.................................... $ 50,000,000
First Chicago Capital Markets, Inc. ........................ 50,000,000
J.P. Morgan Securities Inc. ................................ 50,000,000
------------
Total............................................. $150,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Offered Notes to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of .50% of the principal amount of the
Offered Notes. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of .25% of the principal amount of the Offered Notes.
After the initial public offering, the public offering price, concession and
discount may be changed.
In the Terms Agreement, the Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments the
Underwriters may be required to make in respect thereof. The issuance of the
Offered Notes is a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Offered Notes on any
national securities exchange. The Company has been advised by the Underwriters
that the Underwriters intend to make a market in the Offered Notes. However, the
Underwriters are not obligated to do so and may discontinue market-making at any
time without notice. No assurance can be given as to the liquidity of the
trading market for the Offered Notes.
Until the distribution of the Offered Notes is completed, rules of the SEC
may limit the ability of the Underwriters to bid for and purchase the Offered
Notes. As an exception to these rules, the Underwriters are permitted to engage
in certain transactions that stabilize the price of the Offered Notes. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Offered Notes.
If the Underwriters create a short position in the Offered Notes in
connection with this offering, i.e., if the Underwriters sell a greater
aggregate principal amount of Offered Notes than are set forth on the cover page
of this Prospectus Supplement, the Underwriters may reduce that short position
by purchasing Offered Notes in the open market. In general, purchases of a
security for the purpose of stabilization or to reduce a short position could
cause the price of the security to be higher than it might be in the absence of
such purchases.
Neither the Company nor the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above might have on the price of the Offered Notes. In addition,
neither the Company nor the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
From time to time in the ordinary course of business, affiliates of certain
of the Underwriters have engaged, and may in the future engage, in general
financing and banking transactions with the Company and its affiliates.
S-5
<PAGE> 6
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>
<CAPTION>
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.
July 1, 1997
<PAGE> 7
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
<TABLE>
<CAPTION>
Page
<S> <C>
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
</TABLE>
2
<PAGE> 8
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, June 19 and June 25,
1997, as filed with the SEC on January 16, January 28, January 29, February
24, April 4, April 21, May 12, May 28, June 23 and June 30, 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.
3
<PAGE> 9
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:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
- --------------------------------
1996 1995 1994 1993 1992
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
4.80 4.41 3.90 3.83 3.84
</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
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
4
<PAGE> 10
$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
5
<PAGE> 11
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"
6
<PAGE> 12
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.
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<PAGE> 13
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> 14
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> 15
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> 16
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> 17
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH THEY RELATE. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company........................... S-3
Ratio of Earnings to Fixed Charges.... S-3
Use of Proceeds....................... S-3
Certain Terms of the Offered Notes.... S-4
Underwriting.......................... S-5
PROSPECTUS
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
</TABLE>
======================================================
======================================================
$150,000,000
FLORIDA POWER
CORPORATION
6 3/4% NOTES
DUE FEBRUARY 1, 2028
---------------------------------
PROSPECTUS SUPPLEMENT
---------------------------------
PAINEWEBBER INCORPORATED
FIRST CHICAGO
CAPITAL MARKETS, INC.
J.P. MORGAN & CO.
------------------------
FEBRUARY 10, 1998
======================================================
