FLORIDA POWER CORP /
8-K, 1998-04-22
ELECTRIC SERVICES
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     As filed with the Securities and Exchange Commission on April 22, 1998


                        SECURITIES AND EXCHANGE COMMISSION

                               Washington, DC  20549

                               ---------------------

                                     FORM 8-K

                                  CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of

                        The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                 April 17, 1998

<TABLE>
<CAPTION>

       <S>              <C>                                          <C>            <C>
                        Exact name of Registrant as
        Commission      specified in its charter, address              State of      I.R.S. Employer
        File No.        of principal executive offices, telephone    Incorporation   Identification No.

        1-8349          FLORIDA PROGRESS CORPORATION                    Florida         59-2147112
                         One Progress Plaza
                         St. Petersburg, Florida 33701
                         Telephone (813) 824-6400

        1-3274          FLORIDA POWER CORPORATION                       Florida          59-0247770
                         3201 34th Street South
                         St. Petersburg, Florida 33711
                         Telephone (813) 866-5151

</TABLE>


The address of neither registrant has changed since the last report.

This  combined  Form  8-K  represents   separate  filings  by  Florida  Progress
Corporation and Florida Power Corporation. Information contained herein relating
to an  individual  registrant  is filed by that  registrant  on its own  behalf.
Florida Power makes no representations as to the information relating to Florida
Progress' diversified operations.
 <PAGE>



Item 5.   Other Events


     In light of ongoing  securities  offerings by Florida Progress  Corporation
("Florida  Progress") and its subsidiaries,  including Florida Power Corporation
("Florida Power") and Progress Capital Holdings, Inc., the following information
is being presented  pending  distribution of the combined  Florida  Progress and
Florida Power Quarterly Report on Form 10-Q for the quarter ended March 31,
1998:

      Florida  Progress  issued an Investor News report and a media News
Release, each dated April 17, 1998, to report an increase in its 1998
first-quarter earnings. A copy of the Investor News report and the media News
Release are being furnished herewith as Exhibit 99.(a) and 99.(b), respectively.

      Florida  Progress also issued a media News Release dated April 17, 1998 to
report Dr. Jack  Critchfield's  retirement as Chairman of the Board of Florida
Progress.  A copy of the media News Release is being furnished herewith as
Exhibit 99.(c).

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits:

Exhibit Number (by
reference to Item 601
of Regulation S-K)     Description of Exhibit

99.(a)                 Florida  Progress  Investor  News report  dated April 17,
                       1998   reporting   an  increase  in  1998   first-quarter
                       earnings.

99.(b)                 Florida  Progress media News Release dated April 17, 1998
                       reporting an increase in 1998 first-quarter earnings.

99.(c)                 Florida  Progress media News Release dated April 17, 1998
                       announcing Dr. Jack Critchfield's retirement.


<PAGE>



                                SIGNATURES


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, each
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized. The signature of the undersigned on behalf
of each  listed  company  shall be  deemed  to  relate  only to  matters  having
reference to such company.



                          FLORIDA PROGRESS CORPORATION

                            FLORIDA POWER CORPORATION

                               /s/Jeffrey R. Heinicka
                         By:____________________________
                                Jeffrey R. Heinicka
                             Senior Vice President and
                              Chief Financial Officer
                                of each Registrant



Date:  April 17, 1998











<PAGE>


                               EXHIBIT INDEX



Exhibit No.            Description of Exhibit

99.(a)                 Florida  Progress  Investor  News report  dated April 17,
                       1998   reporting   an  increase  in  1998   first-quarter
                       earnings.

99.(b)                 Florida  Progress media News Release dated April 17, 1998
                       reporting an increase in 1998 first-quarter earnings.

99.(c)                 Florida  Progress media News Release dated April 17, 1998
                       announcing Dr. Jack Critchfield's retirement.




                                 EXHIBIT 99.(a)

Florida Progress Corporation
Investor News
[LOGO OMITTED]
Analyst Contacts:
Greg Beuris (813) 866-4442
Lauran Willoughby (813) 866-4837


     Florida Progress reports increase in 1998 first-quarter earnings

     St.  Petersburg,  Florida,  April 17, 1998 - Florida  Progress  Corporation
     (NYSE:FPC),  parent  of St.  Petersburg-based  Florida  Power  Corporation,
     reported  first-quarter 1998 earnings of $50.5 million,  or $.52 per share,
     compared  with $42 million,  or $.43 a share in the first  quarter of 1997.
     Excluding the costs  associated  with Florida Power's nuclear plant outage,
     Florida Progress'  first-quarter 1998 earnings were $53.6 million,  or $.55
     per share,  compared  with $46.8  million,  or $.48 per share for the first
     quarter of 1997.  The  increase in earnings  is due  primarily  to customer
     growth and increased customer usage at Florida Power and improved operating
     results  at  Electric   Fuels   Corporation,   the  company's   energy  and
     transportation group.

     Significant items influencing first-quarter results:

     o   Crystal River nuclear plant returns to service - On February 15, 1998,
         Florida  Power's  nuclear  plant  returned to service after an extended
         maintenance outage.

     o   Non-utility  earnings  up  significantly  - Electric  Fuels'  earnings
         increased  $.05 per  share  for the  quarter  compared  with the  first
         quarter of 1997. This increase is attributable primarily to a return to
         normal operating conditions for its inland marine  transportation group
         and  improved  results  from the  mining  operations  in its energy and
         related transportation group.

     o   Customer growth and increased usage boost energy sales - Florida Power
         served more than 20,000 new residential and commercial customers during
         the first quarter of 1998, compared with the first quarter of 1997. The
         addition of these new  customers and colder  weather  resulted in a 4.6
         percent increase in retail kilowatt hour sales.

     o   Good  cost  control  at the  utility -  Continued  cost  control  kept
         operating and maintenance expenses virtually flat for the first quarter
         of 1998,  compared  with the first  quarter of 1997,  despite a growing
         customer base and operating and maintenance  costs  associated with the
         Tiger Bay cogeneration facility acquired in July 1997.

                              FLORIDA POWER CORPORATION

     Excluding  the impact of the  nuclear  plant  outage,  Florida  Power,  the
     largest subsidiary of Florida Progress,  earned $48.9 million,  or $.50 per
     share,  on  revenues  of $565.2  million  for the  quarter,  compared  with
     earnings of $46 million,  or $.47 per share,  on revenues of $553.8 million
     for the same period in 1997.

                                    -- more --

<PAGE>

     For the first quarter of 1998, Florida Power's retail  kilowatt-hour  sales
     increased  4.6  percent  over the first  quarter of 1997.  The  increase in
     retail sales was attributable  largely to a 1.8 percent increase in Florida
     Power's residential and commercial customers, continuing its growth rate at
     nearly twice the national average. In addition, during the first quarter of
     1998,   Florida  Power's  service  area  experienced  more  normal  weather
     conditions as compared to the extremely mild weather experienced in 1997.

     Florida Power's  continuing  efforts to control costs resulted in operating
     and  maintenance  expense during the first quarter of 1998 remaining  level
     with the same period for 1997,  excluding  nuclear  outage costs.  This was
     achieved despite the utility absorbing additional operating and maintenance
     costs related to the Tiger Bay  facility,  the addition of more than 20,000
     new  residential  and  commercial   customers,   and  general  inflationary
     pressures.

     Depreciation and amortization  expense  increased  approximately $7 million
     for the first quarter of 1998 compared with 1997.  Most of the increase was
     due to the depreciation and amortization  expenses associated with the 1997
     purchase of the Tiger Bay  facility  and  buy-out of the related  purchased
     power contracts.

     Florida Power  incurred  approximately  $11 million of additional  interest
     expense in the first  quarter of 1998  compared  with the first  quarter of
     1997.  The increase was the result of higher debt balances due to financing
     the costs associated with the extended nuclear  maintenance  outage and the
     issuance of $450 million of medium-term notes used to finance the Tiger Bay
     transaction.

                             ELECTRIC FUELS CORPORATION

     Electric Fuels earned $8.2 million, or $.08 per share, in the first quarter
     of 1998 compared with $3.3 million, or $.03 per share, in 1997. Most of the
     increase  is  attributable  to  improved  operations  at the inland  marine
     transportation group.

     In the first  quarter  of 1997,  flooding  along  the Ohio and  Mississippi
     rivers significantly affected earnings for the inland marine transportation
     group. Normal operating  conditions thus far in 1998 combined with a larger
     barge fleet have  increased  earnings from this group by $2.5  million,  or
     $.03 per share, when compared with the same three-month period last year.

     Earnings for Electric Fuels' energy and related services group were up $1.6
     million,  or $.02 per share,  for the first  quarter of 1998  compared with
     1997.  The  improvement  in earnings was due primarily to lower  production
     costs at company  mines and  increased  coal sales.  The  increase in sales
     resulted largely from the September 1997 buy-out of a 50-percent partner in
     one of its coal  properties.  Electric  Fuels now recognizes 100 percent of
     the sales from this mining operation.

     Progress  Rail,  the lead company in Electric  Fuels' Rail Services  group,
     continues to experience increased demand for its railroad related parts and
     services. Earnings from this group were up $.5 million for the quarter.

     Florida  Progress  (NYSE:FPC) is a Fortune 500 diversified  utility holding
     company with assets of $5.8 billion.  Its  principal  subsidiary is Florida
     Power, the state's  second-largest  electric utility with about 1.3 million
     customers.  Diversified  operations include coal mining,  marine operations
     and rail services.


                                       ###
<PAGE>

<TABLE>
<CAPTION>

                                         FLORIDA PROGRESS CORPORATION
                                      CONSOLIDATED STATEMENTS OF INCOME                                     Page 3

(UNAUDITED)                                                         (In millions, except per share amounts)

                                                                      Three Months Ended     Twelve Months Ended
                                                                           March 31,               March 31,
                                                                --------------------------------------------------
                                                                   1998         1997         1998         1997
                                                                ----------- -----------   -----------  -----------
REVENUES:
<S>                                                             <C>         <C>           <C>          <C>
   Electric utility                                             $    565.2  $    553.8    $  2,459.8   $ 2,400.1
   Diversified                                                       222.3       193.7         895.8       774.9
- ------------------------------------------------------------------------------------------------------------------
                                                                     787.5       747.5       3,355.6     3,175.0
- ------------------------------------------------------------------------------------------------------------------
EXPENSES:
   Electric utility:
     Fuel                                                            109.2        94.9         472.4       419.6
     Purchased power                                                  99.0       127.2         462.4       536.0
     Energy conservation cost                                         16.6        11.0          72.6        53.9
     Operations and maintenance                                      102.4       102.4         422.3       415.4
     Extended nuclear outage - O&M and replacement power costs         5.1         7.9         170.5         7.9
     Depreciation                                                     81.0        74.3         332.6       320.9
     Taxes other than income taxes                                    49.5        48.1         195.0       184.5
- ------------------------------------------------------------------------------------------------------------------
                                                                     462.8       465.8       2,127.8     1,938.2
- ------------------------------------------------------------------------------------------------------------------
   Diversified:
     Cost of sales                                                   193.8       171.8         775.9       659.6
     Provision for loss on coal properties                             -           -             -          40.9
     Loss related to life insurance subsidiary                         -           -            97.6         -
     Other                                                            12.8        14.9          58.6        66.1
- ------------------------------------------------------------------------------------------------------------------
                                                                     206.6       186.7         932.1       766.6
- ------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                               118.1        95.0         295.7       470.2
- ------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE AND OTHER:
   Interest expense                                                   47.3        34.3         171.7       135.6
   Allowance for funds used during construction                       (3.9)       (2.1)        (11.5)       (7.9)
   Preferred dividend requirements of Florida Power                     .4          .4           1.5         3.9
   (Gain) on sale of business                                          -           -             -         (44.2)
   Other expense (income)                                              (.5)         .4            .5         (.4)
- ------------------------------------------------------------------------------------------------------------------
                                                                      43.3        33.0         162.2        87.0
- ------------------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                                                74.8        62.0         133.5       383.2
   Income taxes                                                       24.3        20.0          70.7       138.8
- ------------------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS                                     50.5        42.0          62.8       244.4
DISCONTINUED OPERATIONS, NET OF INCOME TAXES                             -           -           -         (26.3)
- ------------------------------------------------------------------------------------------------------------------
NET INCOME                                                      $     50.5  $     42.0    $     62.8   $   218.1
- ------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OF COMMON
   STOCK OUTSTANDING                                                  97.1        97.0          97.1        97.0
- ------------------------------------------------------------------------------------------------------------------

EARNINGS (LOSS) PER AVERAGE COMMON SHARE:
   CONTINUING OPERATIONS                                               $.52        $.43          $.65       $2.52
   DISCONTINUED OPERATIONS                                               -           -           -           (.27)
- ------------------------------------------------------------------------------------------------------------------
                                                                       $.52        $.43          $.65       $2.25
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

Regarding these financial statements:
Prior periods  reflect the  recapitalization  of the spin-off  company,  Echelon
International,   and  its  associated  treatment  as  discontinued   operations.
Effective  December  31,  1997,  the  Company  deconsolidated  the  accounts  of
Mid-Continent  Life Insurance  Company and  established a provision for loss for
the full amount of its investment. The deconsolidation has not been reflected in
the  consolidated  financial  statements  of prior  periods.  These are  interim
statements.  Reference  should be made to Florida  Progress  Corporation's  1997
Annual Report to shareholders.  This report does not constitute an offer to sell
or the solicitation of an offer to buy any securities.

<PAGE>

<TABLE>
<CAPTION>
                              FLORIDA PROGRESS CORPORATION
                               CONSOLIDATED BALANCE SHEETS                                 Page 4

(UNAUDITED)                                                                   (In millions)
                                                                                 March 31
                                                                       ---------------------------
ASSETS                                                                    1998            1997
                                                                       -----------      ----------
PROPERTY, PLANT AND EQUIPMENT:
<S>                                                                    <C>              <C>
   Electric utility plant in service and held for future use           $   6,172.5      $  5,986.5
   Less - Accumulated depreciation                                         2,570.3         2,394.9
             Accumulated decommissioning for nuclear plant                   230.6           200.3
             Accumulated dismantlement for fossil plants                     128.9           123.8
- --------------------------------------------------------------------------------------------------
                                                                           3,242.7         3,267.5
   Construction work in progress                                             336.3           198.2
   Nuclear fuel, net of amortization of $359.9  in 1998 and $356.7 in 1997    63.2            59.9
- --------------------------------------------------------------------------------------------------
     Net electric utility plant                                            3,642.2         3,525.6
   Other property, net of depreciation of $224  in 1998 and $178.1 in 1997   455.6           314.3
- --------------------------------------------------------------------------------------------------
                                                                           4,097.8         3,839.9
- --------------------------------------------------------------------------------------------------
CURRENT ASSETS:
   Cash and equivalents                                                        8.2            16.5
   Accounts receivable, net                                                  370.9           280.7
   Inventories, primarily at average cost:
     Fuel                                                                     75.6            80.1
     Utility materials and supplies                                           92.1            95.4
     Diversified materials                                                   139.6           137.2
   Underrecovery of fuel cost                                                 37.7           105.6
   Deferred income taxes                                                      40.6            33.7
   Other                                                                      46.4            15.0
- --------------------------------------------------------------------------------------------------
                                                                             811.1           764.2
- --------------------------------------------------------------------------------------------------
OTHER ASSETS:
   Investments:
     Loans receivable, net                                                    31.6            57.6
     Marketable securities                                                       -           228.2
     Nuclear plant decommissioning fund                                      281.7           219.2
     Joint ventures and partnerships                                          51.8            51.0
   Deferred insurance policy acquisition costs                                   -           123.0
   Deferred purchased power contract termination costs                       344.6             -
   Other                                                                     217.8           179.6
- --------------------------------------------------------------------------------------------------
                                                                             927.5           858.6
- --------------------------------------------------------------------------------------------------
                                                                       $   5,836.4      $  5,462.7
- --------------------------------------------------------------------------------------------------
CAPITAL AND LIABILITIES
CAPITAL:
   Common stock equity                                                 $   1,773.9      $  1,912.8
   Cumulative preferred stock of Florida Power                                33.5            33.5
   Long-term debt                                                          2,342.3         1,820.1
- --------------------------------------------------------------------------------------------------
                                                                           4,149.7         3,766.4
- --------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
   Accounts payable                                                          222.3           189.2
   Customers' deposits                                                        99.1            94.3
   Income taxes payable                                                       12.5            37.0
   Accrued other taxes                                                        32.8            32.4
   Accrued interest                                                           48.8            39.1
   Other                                                                      73.4            74.9
- --------------------------------------------------------------------------------------------------
                                                                             488.9           466.9
   Notes payable                                                             303.2            55.9
   Current portion of long-term debt                                           5.7            24.9
- --------------------------------------------------------------------------------------------------
                                                                             797.8           547.7
- --------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
   Deferred income taxes                                                     504.4           465.3
   Unamortized investment tax credits                                         83.7            91.5
   Insurance policy benefit reserves                                             -           341.3
   Other postretirement benefit costs                                        109.0           102.0
   Other                                                                     191.8           148.5
- --------------------------------------------------------------------------------------------------
                                                                             888.9         1,148.6
- --------------------------------------------------------------------------------------------------
                                                                       $   5,836.4      $  5,462.7
- --------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                         FLORIDA PROGRESS CORPORATION
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS                                    Page 5

(UNAUDITED)                                                                        (In millions)

                                                                   Three Months Ended         Twelve Months Ended
                                                                         March 31                   March 31
                                                                 ------------------------   ------------------------
                                                                    1998         1997          1998         1997
                                                                 -----------  -----------   -----------  -----------
OPERATING ACTIVITIES:
<S>                                                              <C>          <C>           <C>          <C>
   Income from continuing operations                             $   50.5     $   42.0      $   62.8     $  244.4
   Adjustments for noncash items:
     Depreciation and amortization                                  100.9         83.2         381.9        361.9
     Extended nuclear outage - replacement power costs                 -            -           73.3          -
     Provision for loss on investment in life insurance subsidiary     -            -           86.9          -
     Gain on sale of business                                          -            -             -         (44.2)
     Provision for loss on coal properties                             -            -             -          40.9
     Deferred income taxes and investment tax
       credits, net                                                  (7.3)       (12.3)        (25.7)       (62.0)
     Increase in accrued other postretirement benefit costs           1.6          2.0           8.2         15.8
     Net change in deferred insurance policy acquisition costs         -          (2.1)           .4        (14.4)
     Net change in insurance policy benefit reserves                   -          16.0          36.7         63.5
   Changes in  working  capital,  net of  effects  from  acquisition
       or sale of businesses:
         Accounts receivable                                         10.2        (15.5)        (82.6)         8.4
         Inventories                                                  3.1        (25.0)         30.3        (38.9)
         Underrecovery of fuel cost                                  (8.3)       (23.0)        (18.4)       (86.3)
         Accounts payable                                           (33.0)        (4.0)         29.3         29.9
         Income taxes payable                                        29.9          9.4         (24.6)        (6.3)
         Accrued other taxes                                         20.5         19.0           (.5)        (3.5)
         Other                                                      (11.8)        (2.2)         (8.4)       (14.0)
     Other operating activities                                      (2.7)         1.7         (42.6)       (28.5)
- --------------------------------------------------------------------------------------------------------------------
         Cash provided by continuing operations                     153.6         89.2         507.0        466.7
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
         Cash provided by discontinued operations                      -            -             -           3.6
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
                                                                    153.6         89.2         507.0        470.3
- --------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
   Property additions (including allowance for
     borrowed funds used during construction)                      (103.0)       (94.8)       (521.8)      (288.1)
   Purchases of loans and securities, net                            (7.7)        (4.5)        (14.2)       (63.1)
   Proceeds from sales of properties and businesses                   2.1          2.2          24.2         60.0
   Acquisition of businesses                                         (9.1)          -          (41.8)       (53.8)
   Acquisition of cogeneration facility and payment of
     contract termination costs                                        -            -         (445.0)         -
   Investments in joint ventures and partnerships, net                (.5)        (9.3)        (21.7)       (18.7)
   Investing activities of discontinued operations                     -            -             -          49.8
   Other investing activities                                        (5.2)        (4.9)        (22.5)       (19.2)
- --------------------------------------------------------------------------------------------------------------------
                                                                   (123.4)      (111.3)     (1,042.8)      (333.1)
- --------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
   Issuance of long-term debt                                       144.1           -          626.9        178.0
   Repayment of long-term debt                                     (169.4)       (21.5)       (182.8)      (210.4)
   Increase(decrease) in commercial paper with
     long-term support                                              (35.7)        54.6          40.3         80.0
   Redemption of preferred stock                                       -            -             -        (106.4)
   Sale of common stock                                                -            -             -           9.2
   Equity contributions to discontinued operations                     -            -             -         (23.7)
   Dividends paid on common stock                                   (51.9)       (51.0)       (204.7)      (200.8)
   Increase in short-term debt                                       88.4         51.8         247.4         55.9
   Financing activities of discontinued operations                     -            -             -          95.4
   Other financing activities                                         (.6)         (.5)           .4         (3.8)
- --------------------------------------------------------------------------------------------------------------------
                                                                    (25.1)        33.4         527.5       (126.6)
- --------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                       5.1         11.3          (8.3)        10.6
   Beginning cash and equivalents                                     3.1          5.2          16.5          5.9
- --------------------------------------------------------------------------------------------------------------------
ENDING CASH AND EQUIVALENTS                                      $    8.2     $   16.5      $    8.2     $   16.5
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                            Florida Progress Corporation
                                                     Selected Financial Information (Unaudited)                              Page 6


                                                Three Months Ended           Percent            Twelve Months Ended       Percent
                                                     March 31               Positive                  March 31            Positive
                                                 1998         1997         (Negative)            1998        1997        (Negative)
                                              ------------ -----------  ------------------   ----------- ------------  -------------
      Earnings (Loss) Per Share:
<S>                                                  <C>         <C>          <C>               <C>          <C>           <C>
       Florida Power Corporation                     $.50        $.47         6.4               $2.51        $2.43         3.3
                                              ------------ -----------                       ----------- ------------
       Electric Fuels Corporation                     .08         .03       166.7                 .38          .24        58.3
       Mid-Continent Life Insurance Co.               -           -            -                 -             .01         -
       Corporate and other                           (.03)       (.02)      (50.0)               (.20)        (.09)     (122.2)
                                              ------------ -----------                       ----------- ------------
       Diversified Continuing before non-recurring    .05         .01       400.0                 .18          .16        12.5
                                              ------------ -----------                       ----------- ------------
       Continuing Ops before non-recurring            .55         .48        14.6                2.69         2.59         3.9

      Impact of nuclear outage                       (.03)       (.05)        -                 (1.08)        (.05)        -
      Provision for loss on coal properties           -           -           -                  -            (.26)        -
      Gain on sale of business                        -           -           -                  -             .24         -
      Loss related to life insurance subsidiary                   -           -                  (.96)        -
                                              ------------ -----------                       ----------- ------------
      Total Continuing Operations                     .52         .43        20.9                 .65         2.52       (74.2)
      Discontinued Operations                         -           -           -                  -            (.27)        -
                                              ============ ===========                       =========== ============
                                                     $.52        $.43        20.9                $.65        $2.25       (71.1)
                                              ============ ===========                       =========== ============

      Avg. shares outstanding (millions)            97.1        97.0           .1               97.1         97.0           .1

      Dividends per share                            $.535       $.525        1.9               $2.11        $2.07         1.9

      Book value per share:
       Florida Power Corporation                                                               $18.18       $18.73        (3.0)
       Consolidated                                                                            $18.28       $19.71        (7.3)
</TABLE>

<TABLE>
<CAPTION>
                                                                                                March 31             March 31
                                                March 31                                          1998                 1997
                                            1998         1997                               Amount   Percent    Amount     Percent
                                        ------------ -----------                        --------------------------------------------
 Equity investments (percent):                                    Capitalization (in millions):
<S>                                          <C>         <C>                               <C>        <C>     <C>             <C>
  Florida Power Corporation                  90          87       Common stock             $1,773.9   39.8    $1,912.8        49.7
  Electric Fuels Corporation                 10           9       Preferred stock              33.5     .8        33.5          .9
  Mid-Continent Life Insurance Co.            -           4       Long-term debt            2,342.3   52.5     1,820.1        47.3
                                        ------------ -----------
    Total                                   100         100       Short-term debt             308.9    6.9        80.8         2.1
                                        ------------ -----------
                                                                                        --------------------------------------------
                                                                              Total        $4,458.6  100.0    $3,847.2       100.0
                                                                                        --------------------------------------------

      Note:  Prior periods reflect the recapitalization of the spin-off company, Echelon International, and its associated treatment
             as discontinued operations.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                              Three Months Ended                             Twelve Months Ended
                                                   March 31               Percent                 March 31              Percent
                                             1998          1997            Change           1998          1997          Change
                                         ------------- -------------   ---------------  ------------- --------------  ------------
     Revenues:
<S>                                        <C>           <C>               <C>          <C>            <C>             <C>
         Residential                         $308.7        $290.7            6.2          $1,333.0       $1,279.0        4.2
         Commercial                           123.7         124.2            (.4)            567.9          546.4        3.9
         Industrial                            47.8          51.9           (7.9)            203.8          210.9       (3.4)
         Other retail sales                    30.0          29.8             .7             133.6          128.7        3.8
                                         ------------- -------------                    ------------- --------------
                                              510.2         496.6            2.7           2,238.3        2,165.0        3.4
         Sales for resale                      36.9          37.1            (.5)            150.5          154.0       (2.3)
                                         ------------- -------------                    ------------- --------------
                                              547.1         533.7            2.5           2,388.8        2,319.0        3.0
         Other electric revenues               21.4          12.8           67.2              84.9           58.1       46.1
         Deferred fuel                         (3.3)          7.3           -                (13.9)          23.0          -
                                         ------------- -------------                    ------------- --------------
             Total                           $565.2        $553.8            2.1          $2,459.8       $2,400.1        2.5
                                         ------------- -------------                    ------------- --------------

     Kilowatt-hour sales billed:
         Residential                        3,555.8       3,296.3            7.9          15,339.3       14,858.2        3.2
         Commercial                         2,030.9       1,994.4            1.8           9,293.8        8,953.5        3.8
         Industrial                           982.9       1,049.9           (6.4)          4,120.8        4,272.7       (3.6)
         Other retail sales                   529.9         517.4            2.4           2,337.9        2,268.3        3.1
                                         ------------- -------------                    ------------- --------------
                                            7,099.5       6,858.0            3.5          31,091.8       30,352.7        2.4
         Sales for resale                     655.2         531.9           23.2           2,562.9        2,487.0        3.1
                                         ------------- -------------                    ------------- --------------
             Total electric sales           7,754.7       7,389.9            4.9          33,654.7       32,839.7        2.5
                                         ------------- -------------                    ------------- --------------

     System Requirements (KWH)              7,844         7,520              4.3          34,928         34,006          2.7

     KWH Sales (Billed & Unbilled):
         Retail                             7,098         6,787              4.6          31,176         30,183          3.3
         Wholesale                            650           438             48.4           2,645          2,296         15.2

     Billing Degree Days:
         Cooling                               25            25             -              3,434          3,707         (7.4)
         Heating                              462           296             56.1             609            502         21.3

     Note:
     Revenues include amounts  resulting from fuel,  purchased power, and energy
     conservation  clauses;  which are designed to permit full recovery of these
     costs.  Total revenues  include billed revenues and unbilled  revenues that
     are accrued for accounting  purposes.  Statistics  for total  kilowatt-hour
     sales include only billed kilowatt-hour sales. The statistic for retail and
     wholesale  KWH sales  includes  both billed and unbilled  sales.  From 1995
     through 1997,  Florida Power, as ordered by state  regulators,  conducted a
     three-year test of residential revenue decoupling. Under the plan, abnormal
     weather  variances  did not impact  earnings  with  respect to  residential
     revenues.
</TABLE>

                                 EXHIBIT 99.(b)

Florida Progress Corporation
News Release
Corporate Relations Department, St. Petersburg, Florida

FOR IMMEDIATE RELEASE                       CONTACT: Melanie Forbrick
                                                     813/866-5023
[LOGO OMITTED]

            Florida Progress reports increase in 1998 first-quarter earnings

St. Petersburg, FL....April 17, 1998....Florida Progress Corporation, parent of
St.  Petersburg-based  Florida Power Corporation,  today reported  first-quarter
1998  earnings  of $50.5  million,  or $.52 per share.  This  compares  with $42
million, or $.43 per share, in the first quarter of 1997. Excluding $3.1 million
in  non-recurring  fuel  replacements  costs  associated  with the outage of the
Crystal River 3 nuclear unit, first-quarter 1998 earnings were $53.6 million, or
$.55 per share,  compared with $46.8 million,  or $.48 per share,  for the first
quarter of 1997.  The increase in earnings is due  primarily to customer  growth
and increased customer usage at Florida Power Corporation and improved operating
results at Electric Fuels  Corporation,  the company's energy and transportation
group.

Significant items influencing first-quarter results:

o        Crystal River nuclear plant returns to service - On February 15, 1998,
         Florida  Power's  nuclear  plant  returned to service after an extended
         maintenance outage.

o        Non-utility  earnings up  significantly  - Electric Fuels  Corporation
         earnings  increased  $.05 per share for the quarter  compared  with the
         first  quarter of 1997.  The  increase in earnings  was the result of a
         return  to  normal   operating   conditions   for  its  inland   marine
         transportation  group,  along  with  improved  results  from the mining
         operations in its energy and related services group.

o        Customer  growth and  increased  usage boost utility sales - With more
         than 20,000 new residential and commercial  customers,  Florida Power's
         customer  growth  of 1.8  percent  continued  at more  that  twice  the
         national  average.  This combined with colder  weather during the first
         quarter of 1998, compared with the first quarter of 1997, resulted in a
         4.6  percent  increase  in the  retail  kilowatt  hour sales of Florida
         Power.

o        Good  cost  control  at the  utility -  Continued  cost  control  kept
         operating and maintenance expenses virtually flat for the first quarter
         of 1998,  compared  with the first  quarter of 1997,  despite a growing
         customer base and the operating and maintenance  costs  associated with
         the Tiger Bay facility, which was acquired in July 1997.

                                     - more -

<PAGE>

Florida Progress 1998 first-quarter earnings
Add one

Florida Power Corporation,  the largest  subsidiary of Florida Progress,  earned
$45.8 million, or $.47 per share, on revenues of $565.2 million for the quarter.
This compares with earnings of $41.2 million,  or $.42 per share, on revenues of
$553.8 million for the same period in 1997.

Electric Fuels earned $8.2 million,  or $.08 per share,  in the first quarter of
1998. This compares with $3.3 million,  or $.03 per share, in 1997. The increase
was due  primarily  to  improved  operating  conditions  for the  inland  marine
transportation  group and  increased  coal  sales  for the  energy  and  related
services group.

In the first quarter of 1997,  flooding  along the Ohio and  Mississippi  rivers
significantly  affected  earnings for the inland  marine  transportation  group.
Normal operating conditions thus far in 1998, combined with a larger barge fleet
increased  earnings  from this group by $2.5 million,  or $.03 per share.  Lower
production costs and increased coal sales increased  earnings for the energy and
related services group by $1.6 million,  or $.02 per share, in the first quarter
of 1998 compared with 1997.

Florida  Progress  Corporation  (NYSE:FPC) is a FORTUNE 500 diversified  utility
holding company with assets of $5.8 billion. Its principal subsidiary is Florida
Power  Corporation,  one of Florida's  largest  electric  utilities  serving 4.5
million  residents  and  businesses  in 32 counties in the central and  northern
portions  of the state.  Diversified  operations  include  coal  mining,  marine
operations and rail services.

(earnings chart -- see attached)

                                       ###

<PAGE>
<TABLE>
<CAPTION>
                                             Three Months Ended                   Twelve Months Ended
                                                  MARCH 31                             MARCH 31
                                     --------------------------------------------------------------------------
                                          1998              1997               1998                1997
                                     ----------------  ----------------  ------------------  ------------------

<S>                                     <C>               <C>               <C>                 <C>
Revenues                                $787,500,000      $747,500,000      $3,355,600,000      $3,175,000,000
                                     ----------------  ----------------  ------------------  ------------------
Continuing operations before
   non-recurring items                    53,600,000        46,800,000         261,000,000         250,900,000
Non-recurring items                       (3,100,000)       (4,800,000)       (198,200,000)         (6,500,000)
                                     ----------------  ----------------  ------------------  ------------------
Continuing operations                     50,500,000        42,000,000          62,800,000         244,400,000

Discontinued operations                            -                 -                    -        (26,300,000)
                                     ----------------------------------  ------------------  ------------------

Net income                               $50,500,000       $42,000,000         $62,800,000        $218,100,000
                                     ================  ================  ==================  ==================


Earnings (loss) per share (EPS):
Income from continuing operations
   before non-recurring items                 $  .55            $  .48             $  2.69             $  2.59
Non-recurring items                             (.03)             (.05)              (2.04)               (.07)
                                     ----------------  ----------------  ------------------  ------------------
Continuing operations                            .52               .43                 .65                2.52
Discontinued operations                            -                 -                    -              (.27)
                                     ----------------  ----------------  ------------------  ------------------
Consolidated                                  $  .52            $  .43              $  .65             $  2.25
                                     ================  ================  ==================  ==================


Average Common
Shares Outstanding                        97,059,243        97,036,161          97,060,069          96,969,645
</TABLE>

Prior periods reflect the recapitalization of the spin-off company,  Echelon and
its and its associated treatment as discontinued operations.

                                 EXHIBIT 99.(c)






FOR IMMEDIATE RELEASE                       CONTACT: Melanie Forbrick
                                                     813/866-5023

CRITCHFIELD TO RETIRE, KORPAN ELECTED CHAIRMAN OF FLORIDA PROGRESS CORPORATION

St. Petersburg,  FL...April 17, 1998...Dr.  Jack Critchfield today announced his
plans to retire as chairman of the board of Florida Progress  Corporation (NYSE:
FPC), effective June 30, 1998. In addition,  the board elected President and CEO
Dick Korpan to succeed Critchfield as company chairman, effective July 1, 1998.

Critchfield  joined  Florida Power  Corporation in 1983 as the vice president of
the utility's Central Florida  Divisions.  He went on to become the president of
Electric Fuels  Corporation in 1987. In 1988,  Critchfield  became president and
chief operating officer of Florida Progress.  He assumed the role of CEO in 1990
and in 1991 became the chairman of the board, a position he has held ever since.

"I have  thoroughly  enjoyed  the 15  years I have  spent  working  for  Florida
Progress and its subsidiaries,  and so it is with mixed emotions that I announce
my  intentions  to  retire.  I'm  confident  that we have in place an  extremely
talented  management  team that will lead this  company to great  things,"  said
Critchfield.

Korpan joined  Florida  Progress in 1989 as executive  vice  president and chief
financial  officer.  He went on to become  the  president  and  chief  operating
officer in 1991 and in 1996 also became the chairman  and CEO of Florida  Power.
In June 1997,  Korpan assumed the role of president and CEO of Florida  Progress
and remained as chairman of Florida Power.

"I'm very much looking  forward to  continuing  the charge placed upon me by the
board of directors and shareholders of this company. I intend to work diligently
toward  our  goal  to  become  a  world-class  energy  services  company  in  an
increasingly competitive market place," said Korpan.

Florida  Progress  Corporation  (NYSE:FPC) is a FORTUNE 500 diversified  utility
holding company with assets of $5.8 billion. Its principal subsidiary is Florida
Power  Corporation,  one of Florida's  largest  electric  utilities  serving 4.5
million  residents  and  businesses  in 32 counties in the central and  northern
portions  of the state.  Diversified  operations  include  coal  mining,  marine
operations and rail services.

                                      ###



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