As filed with the Securities and Exchange Commission on December 18, 1996
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):
December 18, 1996
Exact name of Registrant as specified
Commission in its charter, address of principal State of I.R.S. Employer
File No. executive offices, telephone number Incorporation Identification No.
1-8349 FLORIDA PROGRESS CORPORATION Florida 59-2147112
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (813) 824-6400
The address of the registrant has not changed since the last report.
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 Annual Report on Form 10-K for the year ended December 31, 1996:
Florida Progress issued a News Release dated December 18, 1996 announcing
the spin-off of Echelon International Corporation, Florida Progress' real
estate, lending and leasing unit ("Echelon"). A copy of the News Release is
being filed herewith as Exhibit 99.(1). In addition, Florida Progress is filing
herewith as Exhibits 10.(1) and 10.(2), executed final copies of the
Distribution Agreement and Tax Sharing Agreement, respectively, each dated as of
December 16, 1996, by and between Florida Progress and Echelon, relating to the
spin-off.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number (by
reference to Item 601
of Regulation S-K) Description of Exhibit
10.(1) Distribution Agreement dated as of December 16, 1996 between Florida
Progress and Echelon.
10.(2) Tax Sharing Agreement dated as of December 16, 1996 between Florida
Progress and Echelon.
99.(1) Florida Progress News Release dated December 18, 1996 regarding the
spin-off of Echelon.
SIGNATURE
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 hereunto duly authorized.
FLORIDA PROGRESS CORPORATION
By:/s/James V. Smallwood
---------------------------
James V. Smallwood
Vice President and Treasurer
Date: December 18, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.(1) Distribution Agreement dated as of December 16, 1996 between Florida
Progress and Echelon.
10.(2) Tax Sharing Agreement dated as of December 16, 1996 between Florida
Progress and Echelon.
99.(1) Florida Progress News Release dated December 18, 1996 regarding the
spin-off of Echelon.