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As filed with the Securities and Exchange Commission on December 8, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
November 30, 2000
<TABLE>
<CAPTION>
Commission File Exact name of Registrant as specified in its charter, State of I.R.S. Employer
No. address of principal executive offices, telephone Incorporation Identification No.
number
<S> <C> <C> <C>
1-8349 FLORIDA PROGRESS CORPORATION Florida 59-2147112
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (727) 824-6400
1-3274 FLORIDA POWER CORPORATION Florida 59-0247770
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (727) 820-5151
</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.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 30, 2000, Progress Energy, Inc., formerly known as CP&L
Energy, Inc., a North Carolina corporation, acquired all of the outstanding
common stock of Florida Progress Corporation, a Florida corporation, in
accordance with the Amended and Restated Agreement and Plan of Exchange,
including the related Plan of Share Exchange, dated as of August 22, 1999, as
amended and restated as of March 3, 2000, among Progress Energy, Florida
Progress and Carolina Power & Light Company, a North Carolina corporation.
Florida Progress, in turn, owns all of the outstanding common stock of Florida
Power Corporation. The transaction was completed in accordance with the
description of the share exchange found in the definitive joint proxy
statement/prospectus in the Registration Statement on Form S-4 (SEC File No.
333-40836), which was declared effective by the Securities and Exchange
Commission on July 7, 2000.
Florida Progress shareholders will receive $54.00 in cash or shares of
Progress Energy common stock having a value of $54.00, subject to proration, and
one contingent value obligation in exchange for each of their shares of Florida
Progress common stock. Each contingent value obligation represents the right to
receive contingent payments based upon the net after-tax cash flow to Progress
Energy generated by four synthetic fuel plants purchased by Florida Progress in
October 1999. Pursuant to the share exchange, all 98,616,658.7594 shares of
outstanding common stock of Florida Progress will be exchanged for approximately
$3.5 billion cash and approximately 46.5 million shares of Progress Energy
common stock and approximately 98.6 million contingent value obligations. All
subsidiaries of Florida Progress remain subsidiaries of Florida Progress.
Progress Energy funded the share exchange with an approximately $3.5 billion
commercial paper issuance backed by a syndicated credit facility arranged by
Merrill Lynch & Co. and Salomon Smith Barney, Inc.
In accordance with the Amended and Restated Agreement and Plan of
Exchange, Progress Energy has appointed Florida Progress directors Richard
Korpan, W. D. Frederick, Jr., Richard A. Nunis and Jean Giles Wittner to serve
as directors of Progress Energy, effective upon the closing of the share
exchange. In addition, Michael P. Graney, Joan D. Ruffier, Robert T. Stuart,
Jr., Vincent J. Naimoli and Clarence V. McKee have resigned as directors of
Florida Progress and Florida Power effective upon the closing of the share
exchange. Progress Energy has appointed William Cavanaugh III, Edwin B. Borden,
David L. Burner, Charles W. Coker, Richard L. Daugherty, Estell C. Lee, William
O. McCoy, E. Marie McKee, John H. Mullin, III and J. Tylee Wilson to serve as
directors of Florida Progress. Florida Progress has appointed William Cavanaugh
III, Robert B. McGehee, William D. Johnson, Peter M. Scott III, William S. Orser
and H. William Habermeyer, Jr. to serve as directors of Florida Power.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PROGRESS CORPORATION
FLORIDA POWER CORPORATION
Registrants
By: /s/ Peter M. Scott III
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Peter M. Scott III
Executive Vice President and
Chief Financial Officer of each Registrant
Date: December 8, 2000
