-----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, IunZCTvSgCFsVxRcxe5IQZIwVH46ohlY2QPyZUCeOm0rlHoic5OTbriYuUvJgf6H xkt/gtW9UxcbGqmiZ76JuQ== /in/edgar/work/0000898080-00-000243/0000898080-00-000243.txt : 20000718 0000898080-00-000243.hdr.sgml : 20000718 ACCESSION NUMBER: 0000898080-00-000243 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000712 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA POWER CORP / CENTRAL INDEX KEY: 0000037637 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 590247770 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03274 FILM NUMBER: 673575 BUSINESS ADDRESS: STREET 1: 3201 34TH ST SOUTH STREET 2: ONE PROGRESS PLAZA CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7278205151 8-K 1 0001.txt FORM 8-K As Filed with the Securities and Exchange Commission on July 14, 2000 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): July 12, 2000 Exact Name of Registrant Commission as Specified in its Charter, File Number Address of Principal IRSEmployer Executive Officers, Telephone State of Identification Numbers Incorporation Number - ----------- ----------------------------- ------------- -------------- 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 The address of neither registrant has changed since the last report. The 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. 1 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 June 30, 2000: Florida Progress and CP&L Energy, Inc. issued a joint press release dated July 13, 2000 reporting (i) the receipt of the approval of the Federal Energy Regulatory Commission and (ii) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, both on July 12 and both in connection with pending business combination transaction between Florida Progress and CP&L Energy. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits - Exhibit Number (by reference to Item 601 of Regulation S-K) Description of Exhibit - --------------------------------- ----------------------- 99 Joint Press Release dated July 13, 2000. 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 By: /s/ Pamela A. Saari ---------------------------------- Pamela A. Saari Treasurer of each Registrant Date: July 14, 2000 4 INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 99 Joint Press Release dated July 13, 2000 EX-99 2 0002.txt PRESS RELEASE MEDIA CONTACTS INVESTOR CONTACTS KEITH POSTON, BOB DRENNAN, CP&L Energy CP&L Energy 919/546-6189 919/546-7474 MELANIE FORBRICK, GREG BEURIS, Florida Progress Corporation Florida Progress Corporation 727/820-5023 727/820-5734 FERC, Federal Trade Commission Approve CP&L's Acquisition of Florida Progress RALEIGH, N.C. (July 13, 2000) - CP&L Energy's (CP&L) [NYSE: CPL] pending acquisition of Florida Progress Corporation (FPC) [NYSE: FPC] has received approval by the Federal Energy Regulatory Commission (FERC) and the Federal Trade Commission (FTC). The companies had filed an application on February 3, 2000, requesting that the FERC issue a final order approving the acquisition. The companies filed the Hart-Scott-Rodino pre-merger filing with the FTC/Department of Justice on June 9, 2000. Both approvals were received July 12, 2000. The FERC order approved the acquisition with the requirement that the companies must make a filing on or before October 15, 2000, as required under Order No. 2000, to transfer operational control of their transmission facilities to a regional transmission organization (RTO) on or before December 15, 2001. Both CP&L and FPC are on track to comply with the clarification in FERC's order. In its unanimous ruling, the FERC Commissioners stated, "...we find that Applicants' proposed merger and mitigation commitments are consistent with the public interest. Accordingly, we will approve the merger without further investigation." In its ruling, the Department of Justice and the Federal Trade Commission found no adverse effects on competition as a result of this acquisition. "We are delighted that FERC and the FTC moved so quickly to approve our acquisition of Florida Progress," said William Cavanaugh, chairman, president and CEO of CP&L Energy. "Both companies are committed to FERC's vision for regional transmission entities, so we are confident we will complete this acquisition on schedule this fall. The combination of CP&L and Florida Progress will create a stronger company that will serve the growing energy needs of the Southeast." "We're very pleased with both decisions," said Richard Korpan, chairman, president and CEO of Florida Progress. "It's a major step that keeps us on track to successfully meet our goal of completing our combination in the fall of this year." CP&L and Florida Progress announced a share exchange agreement on August 23, 1999; the agreement was amended March 6, 2000. The acquisition still must be approved by other federal and state regulatory agencies, including the Securities and Exchange Commission and the North Carolina Utilities Commission and by shareholders of both companies. The companies mailed proxies to their respective shareholders this week. CP&L's shareholders will meet in Raleigh, N.C. on August 16, 2000, and Florida Progress shareholders will meet in St. Petersburg, FL on August 17, 2000. The combined company will be one of the nation's 10 largest energy companies based on a generating capacity of more than 18,500 megawatts. The new company will have a powerful presence in the Southeastern electric and natural gas markets and will be dedicated to expanding the region's electric generation capacity and delivering reliable, competitively priced energy throughout its high-growth service area. As previously announced, William Cavanaugh will lead the new company as its chairman, president and chief executive officer. CP&L Energy will be organized into five primary business units: Energy Supply, Energy Delivery, Florida Power, Gas & Energy Services and Energy Ventures. In addition, a Service Company will be formed to support the combined company. CP&L Energy, the temporary name for the new holding company, will be re-named as part of an overall corporate branding initiative later this year. About CP&L Energy Headquartered in Raleigh, N.C., CP&L Energy, through its subsidiary CP&L, provides electricity and energy services to 1.2 million customers in North Carolina and South Carolina and provides natural gas distribution and service, through its wholly owned NCNG subsidiary, to about 178,000 customers in eastern and southern North Carolina. The company owns and operates a system of 18 power plants in the Carolinas and Georgia. CP&L Energy's non-regulated operations include fiber optic assets and statusgo.com, two Internet-related services businesses, and Strategic Resource Solutions (SRS), an integrated facility and energy management solutions company. Additional information on CP&L Energy and CP&L can be found at http://www.cplc.com. About Florida Progress Florida Progress is a FORTUNE 500 diversified electric utility holding company based in St. Petersburg, Florida. Its principal subsidiary is Florida Power, one of the nation's leading electric utilities committed to serving its 1.4 million customers in Florida with competitively priced energy, excellent reliability, and outstanding customer service. Diversified operations include rail services, marine operations, and coal mining and synthetic fuel production. Additional information about Florida Progress can be found at http://www.fpc.com. This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Exchange Act of 1934. The forward-looking statements are subject to various risks and uncertainties. Discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations may include factors that are beyond the company's ability to control or estimate precisely. Factors include, but are not limited to, actions in the financial markets, weather conditions, economic conditions in the company's service territories, fluctuations in energy-related commodity prices, conversion activity, other marketing efforts and other uncertainties. Other risk factors are detailed from time to time in the company's SEC reports. # # # -----END PRIVACY-ENHANCED MESSAGE-----