As filed with the Securities and Exchange Commission on August 23, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
August 23, 1999
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 (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.
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. Florida Power makes no representations as to the information relating
to Florida Progress' diversified operations.
Item 5. Other Events
On August 22, 1999, Carolina Power & Light Company, a North Carolina
corporation ("CP&L"), and Florida Progress Corporation, a Florida corporation
("FPC"), entered into an Agreement and Plan of Exchange (the "Agreement"), dated
as of August 22, 1999, among CP&L, FPC and CP&L Holdings, Inc., a North Carolina
corporation and wholly owned subsidiary of CP&L ("Holdco"). CP&L is in the
process of creating a holding company structure with Holdco as the holding
company.
Under the terms of the Agreement, all the outstanding shares of common
stock, no par value, of FPC ("FPC Common Stock") would be acquired by Holdco in
a statutory share exchange (the "Exchange"). Each share of FPC Common Stock, at
the election of the holder, will be exchanged for (i) $54.00 in cash (the "Cash
Consideration") or (ii) the number of shares of common stock, no par value, of
Holdco ("Holdco Common Stock") equal to the ratio determined by dividing $54.00
by the average of the closing sale price per share of Holdco Common Stock (the
"Final Stock Price") as reported on the New York Stock Exchange composite tape
for the twenty (20) consecutive trading days ending with the fifth trading day
immediately preceding the closing date for the Exchange (the "Stock
Consideration") or (iii) a combination of cash and Holdco Common Stock (the
"Exchange Consideration"); provided, however, that shareholder elections shall
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be subject to allocation and proration to achieve a mix of the aggregate
Exchange Consideration that is 65% Cash Consideration and 35% Stock
Consideration. The number of shares of Holdco Common Stock that will be issued
as Stock Consideration will vary if the Final Stock Price is within a range of
$37.13 to $45.39, but not outside that range. Thus, the maximum number of
shares of Holdco Common Stock into which one share of FPC Common Stock could be
exchanged would be 1.4543 and the minimum would be 1.1897.
The transaction has been approved by the Boards of Directors of FPC and
CP&L. Consummation of the Exchange is subject to the satisfaction or waiver of
certain closing conditions, including, among others, the approval of
shareholders of FPC and the approval by the shareholders of Holdco of the
issuance of Holdco Common Stock in the Exchange, the approval or regulatory
review by the Federal Energy Regulatory Commission, the Securities and Exchange
Commission (with respect to the Public Utility Holding Company Act of 1935, as
amended), the Nuclear Regulatory Commission, the North Carolina Utilities
Commission, the South Carolina Public Service Commission, and certain other
federal and state regulatory bodies, the expiration or early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and other customary closing conditions. In addition, FPC's obligation to
consummate the Exchange is conditioned upon the Final Stock Price being not less
than $30.00. Each of CP&L and FPC have agreed to certain undertakings and
limitations regarding the conduct of their respective businesses prior to the
closing of the transaction. The transaction is expected to be completed within
12 months.
Either party may terminate the Agreement under certain circumstances,
including if the Exchange has not been consummated on or before December 31,
2000; provided that if certain
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conditions have not been satisfied on December 31, 2000 but all other conditions
have been satisfied or waived then such date shall be June 30, 2001. In the
event that FPC or CP&L terminate the Agreement in certain limited circumstances,
FPC would be required to pay CP&L a termination fee of $150.0 million, plus
CP&L's reasonable out-of-pocket expenses (not to exceed $25.0 million in the
aggregate).
The joint press release announcing execution of the Agreement and
presentation materials used at analysts' meetings in connection with the
announcement by CP&L and FPC of the Agreement are filed herewith as Exhibits
99.1 and 99.2, respectively, and are hereby incorporated herein by reference.
The materials filed as exhibits hereto contain forward-looking statements
within the meaning of the safe harbor provisions of the Securities Exchange Act
of 1934 (the "Exchange Act"). 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 FPC's or CP&L's ability to
control or estimate precisely, such as estimates of future market conditions,
the behavior of other market participants and the actions of Federal and state
regulators. Other factors include, but are not limited to, actions in the
financial markets, weather conditions, economic conditions in the service
territory of CP&L and FPC, fluctuations in energy-related commodity prices,
conversion activity, other marketing efforts and other uncertainties. Other
risk factors are detailed from time to time in FPC's and CP&L's reports under
the Exchange Act and the Securities Act of 1933.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
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c) Exhibits
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Number Exhibit
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99.1 Joint Press Release of Carolina Power & Light Company and
Florida Progress Corporation, dated August 23, 1999
99.2 Analyst Meeting Presentation Materials
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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
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Pamela A. Saari
Treasurer of each Registrant
Date: August 23, 1999
EXHIBIT INDEX
Exhibits
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Number Description of Exhibit
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99.1 Joint Press Release of Carolina Power & Light Company
and Florida Progress Corporation, dated August 23, 1999
99.2 Analyst Meeting Presentation Materials
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