-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T15IHR2ayMNuzAwm9V7cP1RhCsD3ah8KoGK5ypwjWxtMgyadzjU/883yAuDpUH+8 7Iv6bPJkvIwnUnrgBFtuJQ== 0001193125-04-068389.txt : 20040423 0001193125-04-068389.hdr.sgml : 20040423 20040423145856 ACCESSION NUMBER: 0001193125-04-068389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040405 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESS ENERGY INC CENTRAL INDEX KEY: 0001094093 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 562155481 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15929 FILM NUMBER: 04750749 BUSINESS ADDRESS: STREET 1: 410 S WILMINGTON ST CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9195466463 MAIL ADDRESS: STREET 1: 410 S WILMINGTON ST CITY: RALEIGH STATE: NC ZIP: 27601 FORMER COMPANY: FORMER CONFORMED NAME: CP&L ENERGY INC DATE OF NAME CHANGE: 20000314 FORMER COMPANY: FORMER CONFORMED NAME: CP&L HOLDINGS INC DATE OF NAME CHANGE: 19990830 8-K 1 d8k.htm FORM 8-K Form 8-K

As filed with the Securities and Exchange Commission on April 23, 2004

 


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 5, 2004

 

Commission
File Number


  

Exact name of registrant as specified in its charter, state of incorporation,

address of principal executive offices, and telephone number


   I.R.S.
Employer
Identification
Number


1-15929

   Progress Energy, Inc.    56-2155481
    

410 S. Wilmington Street

Raleigh, North Carolina 27601-1748

Telephone: (919) 546-6411

State of Incorporation: North Carolina

    

 

The address of the registrant has not changed since the last report.

 



ITEM 7.    Financial Statements, Pro Forma Financial Information and Exhibits

 

(c) Exhibits

 

99.1    Notice of Blackout Period, dated April 23, 2004, to Directors and Executive Officers of Progress Energy, Inc. concerning a blackout period and trading restrictions pursuant to Regulation BTR.

 

ITEM 11.    Temporary Suspension of Trading under Registrant’s Employee Benefit Plans

 

On April 23, 2004, Progress Energy, Inc. sent a notice, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, to its directors and executive officers informing them of a pending blackout period under the Progress Energy
401(k) Savings & Stock Ownership Plan, or 401(k) Plan, during which the participants in the 401(k) Plan will be unable to access their accounts, exchange (transfer) among the investment options or initiate loans, withdrawals or full distributions from their accounts under the 401(k) Plan. The blackout period has been established to ensure that all account information is accurately transferred to a new record keeper for the 401(k) Plan. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The blackout period will be instituted during the transition of responsibilities from the current record keeper, ADP, for the 401(k) Plan to the new service provider, Fidelity Investments. The blackout period will begin at 4:00 p.m. Eastern daylight time on May 7, 2004 and will end during the week of May 16, 2004. During that time, directors and executive officers of the Company will not be permitted to, directly or indirectly, purchase, sell or otherwise acquire or transfer any Progress Energy common stock or associated derivative securities (e.g. restricted stock, stock options, performance shares and performance units) acquired in connection with their service as directors or executive officers of the Company.

 

During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting Masceo Deschamps, Manager, Benefits, Human Resources Department, Progress Energy, Inc., 410 S. Wilmington Street, Raleigh, N.C. 27601 at 919-546-3275.

 

2


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PROGRESS ENERGY, INC.

Registrant

By:  

        /s/ Geoffrey S. Chatas

   
   

        Geoffrey S. Chatas

        Executive Vice President and

        Chief Financial Officer

 

Date: April 23, 2004

 

3


INDEX TO EXHIBITS

 

Exhibit No.

  

Description


99.1    Notice of Blackout Period, dated April 23, 2004, to Directors and Executive Officers of Progress Energy, Inc. concerning a blackout period and trading restrictions pursuant to Regulation BTR.

 

4

EX-99 3 dex99.htm NOTICE Notice

Exhibit 99.1

 

April 23, 2004

 

DIRECTORS AND EXECUTIVE OFFICERS

PROGRESS ENERGY, INC.

 

Re: Notice of Blackout Period

 

As a director or executive officer of the Company, you are subject to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, which prohibit directors and executive officers from engaging in certain transactions in the Company’s common stock or associated derivative securities during a pension plan blackout period.

 

Please be advised that a blackout period will be in effect due to a change in the record keeper for the Progress Energy 401(k) Savings and Stock Ownership Plan (the “Plan”). The “Blackout Period” will commence at 4:00 p.m. Eastern daylight time on May 7, 2004 and is expected to end during the week of May 16, 2004. During the Blackout Period, participants in the Plan will not be able to access their accounts, exchange (transfer) among the investment options or initiate loans, withdrawals or full distributions from their accounts under the Plan.

 

Under the Sarbanes-Oxley Act of 2002 and Regulation BTR, the Company is required to notify you of this Blackout Period and of certain restrictions on trading in the Company’s securities that will apply to you during the Blackout Period. As a director or executive officer of Progress Energy, you will not be permitted to, directly or indirectly, purchase, sell or otherwise acquire or transfer during the Blackout Period any Progress Energy common stock or associated derivative securities (e.g. restricted stock, stock options, performance shares and performance units) acquired in connection with your service as a director or executive officer of the Company. During the Blackout Period, you may, however, engage in a limited number of exempt transactions under Rule 101(c) of Regulation BTR, which include the automatic reinvestment of dividends to purchase Progress Energy common stock under the Progress Energy Investor Plus Plan or the acquisition or disposition of Progress Energy common stock in accordance with a bona fide gift.

 

Please note that any director or executive officer may obtain, without charge, information as to whether the Blackout Period has ended or any other information regarding the Blackout Period or prohibited transactions in the Company’s equity securities by contacting Masceo Deschamps, Manager, Benefits, Human Resources Department, Progress Energy, Inc., 410 S. Wilmington Street, Raleigh, N.C. 27601 at 919-546-3275. If you wish to enter into a transaction involving Progress Energy common stock or associated derivative securities during the Blackout Period, please contact me before doing so to confirm that the transaction is an exempt transaction. We will notify you when the Blackout Period ends.

 

For the purposes of notice to the Securities and Exchange Commission pursuant to 17 C.F.R. §245.104, during the Blackout Period and for a period of two years after the ending date of the Blackout Period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting Mr. Deschamps at the address noted above.

 

Please do not hesitate to call me if you have questions regarding this Notice.

 

Sincerely,

 

 

 

/s/ John R. McArthur

 

 

5

-----END PRIVACY-ENHANCED MESSAGE-----