As filed with the Securities and Exchange Commission on August 30, 1999
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):
August 22, 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 ("CP&L"), Florida
Progress Corporation (the "Company"), and CP&L Holdings, Inc. ("Holdco") entered
into and Agreement and Plan of Exchange, dated as of August 22, 1999 (the
"Exchange Agreement"). The Exchange Agreement provides, among other things,
that upon the effective time of the transactions contemplated therein, all of
the common stock, no par value, of the Company, including the associated
Preferred Stock Purchase Rights (the "Rights") issued pursuant to the
Shareholder Rights Agreement, dated as of November 21, 1991, between the Company
and Manufacturers Hanover Trust Company (the "Rights Agreement"), as amended by
Amendment to Rights Agreement, dated February 20, 1997, between the Company and
The First National Bank of Boston (the "First Amendment"), shall be exchanged
for cash and shares of the common stock, no par value, of Holdco (the
"Exchange").
In connection with the Exchange Agreement, the Company executed a
Second Amendment to Shareholder Rights Agreement, dated as of August 22, 1999,
between the Company and BankBoston, N.A. (the "Second Amendment"). The Second
Amendment provides, among other things, that (i) neither CP&L nor Holdco will
become an "Acquiring Person" (as such term is defined in the Rights Agreement)
as a result of its execution of the Exchange Agreement or the consummation of
the Exchange, (ii) the Rights will expire immediately prior to the effective
time of the Exchange, and (iii) the Exchange will not cause the occurrence of a
Triggering Event (as such term is defined in the Rights Agreement).
A more detailed summary of the terms of the Exchange Agreement is contained
in the combined Florida Progress and Florida Power Current Report on Form 8-K
dated August 23, 1999, that was filed with the Securities and Exchange
Commission on August 24, 1999. Attached hereto as Exhibits 2 and 4,
respectively, are copies of (a) the Exchange Agreement, including Exhibit A
thereto (the Plan of Share Exchange of Shares of the Company for Shares of
Holdco), and (b) the Second Amendment. The other schedules and exhibits to the
Exchange Agreement are omitted in accordance with the instructions to Item
601(b)(2) of Regulation S-K. Such schedules and exhibits are referenced in the
Exchange Agreement, and the Company hereby undertakes to supply the Securities
and Exchange Commission supplementally with a copy of any such schedules or
exhibits upon request.
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"), including statements regarding the operations of
the Company and Florida Power during the interim period between the execution of
the Exchange Agreement and the consummation of the transactions contemplated
thereby. 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 ability of the Company, Florida Power or
CP&L 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 Florida Power and CP&L, fluctuations
2
in energy-related commodity prices, conversion activity, other marketing efforts
and other uncertainties. Other risk factors are detailed from time to time in
the reports under the Exchange Act and the Securities Act of 1933 of the
Company, Florida Power and CP&L.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
- ------- -------------------------------------------------------------------
c) Exhibits
--------
Number Exhibit
------ -------
2 Agreement and Plan of Exchange by and among Carolina Power &
Light Company, Florida Progress Corporation and CP&L Holdings,
Inc., dated as of August 22, 1999
4 Second Amendment to Shareholder Rights Agreement dated as of
August 22, 1999, between Florida Progress Corporation and
BankBoston, N.A.
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: August 30, 1999
3
EXHIBIT INDEX
Exhibits
- --------
Number Description of Exhibit
------ ----------------------
2 Agreement and Plan of Exchange by and among Carolina Power & Light
Company, Florida Progress Corporation and CP&L Holdings, Inc., dated as of
August 22, 1999
4 Second Amendment to Shareholder Rights Agreement dated as of August
22, 1999, between Florida Progress Corporation and BankBoston, N.A.
4