As filed with the Securities and Exchange Commission on November 22, 1994 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): November 17, 1994 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 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. Neither registrant makes any representations as to the information relating solely to the other registrant. 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 Florida Progress and Florida Power Annual Reports on Form 10-K for the year ended December 31, 1994: 1. W.D. "Bill" Frederick, Jr., an attorney and mayor emeritus of the City of Orlando, has been elected to the Florida Progress Board of Directors to fill the vacancy created by the resignation, effective December 31, 1994, of Paul Verkuil. Frederick served as mayor of Orlando from 1980 to 1992, and is currently a partner with Holland & Knight in Orlando and president of Frederick Enterprise Group. Frederick's membership on the Board is effective January 1, 1995. 2. Florida Progress issued a news release dated November 17, 1994 reporting the increase in Florida Progress' annual common stock dividend rate. A copy of the news release is being filed herewith as Exhibit 99. Item 7. Financial Statements and Exhibits (c) Exhibits: Exhibit Number (by reference to Item 601 of Regulation S-K) Description of Exhibit 99 Florida Progress Corporation News Release dated November 17, 1994 regarding increase in annual dividend rate. 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 /s/ David R. Kuzma By:____________________________ David R. Kuzma Vice President and Treasurer of each Registrant Date: November 17, 1994 EXHIBIT INDEX Exhibit No. Description of Exhibit 99 Florida Progress Corporation News Release dated November 17, 1994 regarding increase in annual dividend rate.