-----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, RkmIJBF2OIW5nGj7hr3UF6n0hP/mpOFY12+fyGu0p2+RWg5kTFqpepffC2oOemp8 ENcRhWdoXDuCgOZxi9xN6A== 0000017797-99-000005.txt : 19990723 0000017797-99-000005.hdr.sgml : 19990723 ACCESSION NUMBER: 0000017797-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990715 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA POWER & LIGHT CO CENTRAL INDEX KEY: 0000017797 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 560165465 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03382 FILM NUMBER: 99668356 BUSINESS ADDRESS: STREET 1: 411 FAYETTEVILLE ST CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9195466111 8-K 1 CAROLINA POWER AND LIGHT COMPANY 8-K 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): July 15, 1999 ------------- CAROLINA POWER & LIGHT COMPANY ------------------------------ (Exact name of registrant as specified in its charter) North Carolina 1-3382 56-0165465 ---------------- --------- ------------------ (State or Other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 411 Fayetteville Street Mall, Raleigh, North Carolina 27601-1748 ---------------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (919) 546-6111 -------------- ITEM 5. OTHER EVENTS. On July 15, 1999 (the "Effective Date"), Carolina Power & Light Company, a North Carolina corporation (the "Company"), completed the acquisition of North Carolina Natural Gas Corporation, a Delaware corporation ("NCNG"), through the merger of Carolina Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Subsidiary"), with and into NCNG, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement") by and between the Company, NCNG and Merger Subsidiary, dated as of November 10, 1998, as amended and restated as of April 22, 1999. On the Effective Date, each outstanding share of NCNG common stock, par value $2.50 per share, was converted into the right to receive 0.8054 shares (the "Exchange Ratio") of Company common stock, no par value, with cash being paid in lieu of fractional shares. NCNG survived the merger as a wholly-owned subsidiary of the Company. A copy of the press release announcing the effectiveness of the merger is filed as Exhibit 99 to this Current Report on Form 8-K, and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibit is filed herewith: Exhibit Number Description -------------- ----------- 99 Press Release of Carolina Power & Light Company, dated July 15, 1999 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. CAROLINA POWER & LIGHT COMPANY (Registrant) By: _____________________________ Glenn E. Harder Executive Vice President and Chief Financial Officer Date: July 22, 1999 EX-99 2 EXHIBIT 99 Exhibit 99 - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] Carolina Power & Light 24-Hour Media Line Corporate Communications Tel 919 546-6189 P.O. Box 1551 Fax 919 546-6615 Raleigh, N.C. 27602 Internet www.cplc.com - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] July 15, 1999 - ------------- CP&L completes acquisition of NCNG - ---------------------------------- RALEIGH, N.C. - Carolina Power & Light's (NYSE: CPL) acquisition of North Carolina Natural Gas - which was approved July 13 by N.C. and S.C. regulators and will close today - marks a significant milestone in CP&L's strategy to become a total energy provider in the region. NCNG will operate as a wholly owned subsidiary of Raleigh-based CP&L. NCNG is continuing its program to bolster its customer service operations. The company will enhance its Customer Service Center in Fayetteville with a total of about 60 employees. Over the next several months, NCNG will announce dozens of new locations, at grocery stores and other retail outlets, where customers can pay their bills in person and take advantage of convenient hours, including nights and weekends. "This acquisition brings together two companies known for efficiency and excellent customer service," said CP&L Chairman, President and Chief Executive Officer Bill Cavanaugh. "But the main thing customers want to know is what does this mean for them. We believe it means good things. Delivery and customer service will continue to improve. Natural gas will continue to be extended to more communities in eastern North Carolina that desperately need it. And CP&L will secure additional natural gas to provide clean, reliable power to a growing region." The acquisition, first announced in November 1998, will generate efficiencies by eliminating duplicate administrative and other functions, but the greatest benefit in the change for the companies and customers alike is in the merging and expansion of energy services in the region. "This powerful combination strengthens us in the midst of dramatic changes in the competitive energy market," Cavanaugh said. "The more services we can provide in our areas of strength, the more attractive we will be to customers and investors. We will continue to look aggressively for opportunities to grow strategically, to achieve greater financial strength and to better serve our customers." NCNG Chief Executive Officer Calvin Wells remains CEO of the subsidiary and will report directly to Cavanaugh. Wells also will serve as a member of the CP&L senior management committee. -more- Carolina Power & Light Page 2 "We are proud to join the CP&L family," Wells said. "This move builds on the strengths and traditions of both companies. Together, we are gaining the resources needed to better serve a growing marketplace. This partnership is particularly important as we seek to expand economic development opportunities in eastern North Carolina. But one thing won't change: The high level of commitment to the communities we serve and the continued emphasis on providing safe and reliable service will remain the same." The combination was approved by state and federal regulators and by NCNG stockholders. During a public comment period as part of the review process, political and civic leaders from throughout eastern North Carolina praised the combination. Under the agreement, NCNG stockholders are receiving 0.8054 shares of CP&L stock for each share of NCNG stock they held. CP&L is transferring $354 million in stock to NCNG shareholders. Customer service telephone numbers will remain the same for NCNG customers. They can call 1-800-275-6264 (1-800-ASK-NCNG) to establish service or to inquire about their account. They should call 1-877-427-5325 (1-877-GAS-LEAK) to report a gas leak or line break. Headquartered in Fayetteville, NCNG provides natural gas, propane and related services to about 178,000 customers in 90 towns and cities and on four municipal gas distribution systems in south-central and eastern North Carolina. NCNG's operating revenues were about $232 million in the fiscal year that ended Sept. 30, 1998. CP&L is a Fortune 500 company providing electricity and energy services to about 1.2 million customers in central and eastern North Carolina, the Asheville area of North Carolina, and the Pee Dee region of South Carolina. CP&L had revenues of more than $3.1 billion in 1998. # # # Contact: Corporate Communications -----END PRIVACY-ENHANCED MESSAGE-----