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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from.........to........
Commission file number 1-8349
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
FLORIDA PROGRESS CORPORATION
One Progress Plaza
St. Petersburg, Florida 33701
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REQUIRED INFORMATION
The following financial statements for the plan are being furnished herewith:
Report of independent certified public accountant.
Audited statements of assets available for benefits as of December 31, 1999 and
1998, prepared in accordance with the applicable provisions of Article 6A of
Regulation S-X.
Audited statements of changes in assets available for benefits for the years
ended December 31, 1999 and 1998, prepared in accordance with the applicable
provisions of Article 6A of Regulation S-X.
Notes to financial statements.
Schedules of Assets held for investment purposes as of December 31, 1999.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA
PROGRESS CORPORATION
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional Information Required for Form 5500
for the year ended December 31, 1999
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
TABLE OF CONTENTS
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Page Number
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REPORT OF INDEPENDENT ACCOUNTANTS 1
BASIC FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
ADDITIONAL INFORMATION*
Schedule I - Schedule of Assets Held for Investment Purposes 10
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Savings Plan for Employees of Florida Progress Corporation
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of Savings Plan for Employees of Florida Progress Corporation (the
"Plan") at December 31, 1999 and 1998, and the changes in net assets available
for benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis,
and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania
June 14, 2000
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (DOLLAR AMOUNTS IN THOUSANDS)
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AS OF DECEMBER 31,
1999 1998
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INVESTMENTS, AT FAIR VALUE
Registered investment companies:
Putnam New Opportunities Class A Shares * $ 115,796 * $ 75,617
Vanguard 500 Index Fund * 145,405 * 126,793
Vanguard Extended Market Index Fund 4,775 2,910
Vanguard International Growth Fund 5,573 5,223
Vanguard LifeStrategy Conservative Growth Fund 7,180 8,145
Vanguard LifeStrategy Growth Fund 20,442 17,964
Vanguard LifeStrategy Moderate Growth Fund * 36,708 * 35,402
Vanguard Total Bond Market Index Fund 5,480 6,289
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341,359 278,343
Florida Progress Stock Fund * 134,104 * 127,050
Participant Loans 18,099 18,790
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493,562 424,183
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INVESTMENTS, AT CONTRACT VALUE
Florida Progress Stable Value Fund * 122,896 * 108,375
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NET ASSETS AVAILABLE FOR BENEFITS $ 616,458 $ 532,558
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* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of the financial statements.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (DOLLAR AMOUNTS IN THOUSANDS)
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AS OF DECEMBER 31,
1999 1998
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ADDITIONS
Investment income:
Interest and dividend income, investments $ 27,699 $ 19,467
Interest income, participant loans 1,498 1,589
Net appreciation in fair value of investments 62,592 61,680
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91,789 82,736
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Contributions:
Employer 9,034 9,126
Participant 22,090 21,488
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31,124 30,614
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Other additions/(deductions) (17) 17
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TOTAL ADDITIONS 122,896 113,367
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DEDUCTIONS
Payment of benefits 38,965 36,420
Administrative expenses 31 26
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TOTAL DEDUCTIONS 38,996 36,446
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NET INCREASE 83,900 76,921
Net assets available for plan benefits:
Beginning of period 532,558 455,637
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End of period $ 616,458 $532,558
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The accompanying notes are an integral part of the financial statements.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS)
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the Savings Plan for Employees of Florida Progress
Corporation ("Plan" or "Savings Plan") provides only general information.
Participants should refer to the Savings Plan Summary Plan
Description/Prospectus, as amended, which is part of the Employee Handbook and
the "About Your Plan" booklet, which is part of the "The Power to Plan Your
Future" package from The Vanguard Group, Inc. for more complete descriptions of
the Plan's provisions.
GENERAL
The plan is a qualified defined contribution plan subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective April
1, 1998 the Plan was amended to provide an employee of the Participating
Companies (as defined below) immediate eligibility upon employment for making
employee contributions (either pre-tax or after-tax). Employees become eligible
to receive matching employer contributions on employee contributions made after
completing at least six months of uninterrupted employment or having worked at
least 1,000 hours in a twelve-month period. Prior to April 1, 1998, an employee
was eligible to participate in the Plan if he or she had completed at least six
months of uninterrupted employment or worked at least 1,000 hours in a
twelve-month period. Participation in the Plan is voluntary. The following
companies participated in the Plan during the year ended December 31, 1999:
o Florida Progress Corporation
o Florida Power Corporation
o Electric Fuels Corporation
o Progress Energy Corporation
o Progress Telecommunications Corporation
CONTRIBUTIONS
Eligible employees may elect to contribute up to 16% of their annual base pay
and may designate these contributions as either Regular Savings after-tax and/or
401(k) pretax dollars. Each participating company contributes each pay period an
amount equal to 75% of the employees' contributions, up to 6% of base pay.
PARTICIPANT ACCOUNTS
A separate account is maintained for each investment option of a participant by
type of contribution. Each participant's account is credited with the
participant's contribution and allocations of (a) the Participating Companies'
contribution and, (b) Plan earnings, and charged with an allocation of
administrative expenses. Plan earnings are allocated and credited to the account
daily based on the adjusted balance of each participant's account. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant's vested account.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS)
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VESTING
Participants are immediately vested in their Regular Savings and 401(k)
contributions and earnings thereon. The Company Match Account and the earnings
thereon, vest gradually based on the following Years of Continuous Service
schedule:
Years of Continuous Service Vested Percentage
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
A Year of Continuous Service is earned when a participant works at least 1,000
hours in a calendar year. A participant will also become fully vested in the
employer contributions and earnings thereon upon death, disability, attainment
of normal retirement or termination of the Plan.
PARTICIPANT LOANS
All actively employed Savings Plan participants with available account balances
may apply for a loan from their own Plan account. No loan shall exceed the
lesser of fifty thousand dollars or one-half of the participant's vested Savings
Plan account balance. The amount of each individual loan will be collateralized
with an equivalent portion of the participant's Savings Plan account balance.
This amount will be transferred from the participant's account and placed in a
separate Participant Loan Fund. A participant is permitted a maximum of four
outstanding loans at any one time. Each loan shall bear interest, as determined
on a quarterly basis, using the Florida Savings Certificate of Deposit rate as
published in The Wall Street Journal, as its primary factor. Interest charged on
employee loans is credited to the individual participant accounts.
A participant can choose repayment terms on a new loan ranging from 6 to 60
months. Repayments are made via payroll deduction for active regular employees,
by Automated Clearing House ("ACH") payment for active non-regular employees and
by direct payment to the Savings Plan for inactive participants. Additionally,
participants can elect to prepay all or a portion of their outstanding loan
balance at any time during the term of the loan. Repayments are returned to each
participant account (reducing the outstanding Participant Loan Fund balance).
Excess loan repayments of principal and interest over new loans issued during
the year are reflected as interfund transfers for reinvestment to the respective
investment funds. New loans are reflected as transfers out of the investment
funds to the Participant Loan Fund.
PAYMENT OF BENEFITS
Upon separation of service due to termination, death, disability or retirement
(after age 55), participants may make a written election to leave their account
balance within the Plan, for any length of time up to age 70 if their vested
balance is greater than $5,000, or elect to receive a lump-sum amount equal to
the value of their account balance, or select from a menu of installment payment
options. Although no further employee contributions are allowed, terminated or
retired employees may continue to exchange amounts among the investment options.
The amounts of deferred vested benefits payable to terminated or retired
participants at December 31, 1999 and 1998 were $110,690 and $98,847,
respectively.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS)
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FORFEITED ACCOUNTS
Forfeitures of non-vested employer contributions by terminated participants may
be used to reduce employer matching contributions. Employer contributions were
reduced by forfeitures of $143 and $167 during the years ended December 31, 1999
and 1998, respectively. At December 31, 1999, forfeited nonvested accounts
totaled $30.
PLAN TERMINATION
It is the intention of the Participating Companies that the Plan continue in
operation; however, the Company has the right to amend the Plan, discontinue its
contributions at any time, and /or to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants will become
100% vested in their accounts.
INVESTMENT OPTIONS
During the Plan years ended December 31, 1999 and 1998, participants were able
to allocate their contributions among the following investment options:
PUTNAM NEW OPPORTUNITIES CLASS A SHARES: Invests in a portfolio of
stocks in certain emerging industry groups that Putnam believes offer
above-average long-term growth potential. Current income is only an
incidental consideration.
VANGUARD 500 INDEX FUND: Seeks to provide long-term growth of capital
and income from dividends by holding all of the 500 stocks that make up
the unmanaged Standard & Poor's 500 Composite Stock Price Index, a
widely recognized benchmark of U.S. stock market performance.
VANGUARD EXTENDED MARKET INDEX FUND: Seeks to provide long-term growth
of capital by attempting to match the performance of the Wilshire 4500
Equity Index, an unmanaged index made up mostly of mid- and
small-capitalization companies.
VANGUARD INTERNATIONAL GROWTH FUND: Seeks to provide long-term growth
of capital by investing in stocks of high-quality, seasoned companies
based outside the United States. Stocks are selected from more than 15
countries.
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND: Seeks to provide a high
level of income and moderate long-term growth of capital and income by
investing in five Vanguard funds: a domestic stock fund, an
international stock fund, two bond funds, and an asset allocation fund.
The fund's asset allocation ranges are expected to be 25%-50% stocks,
50%-75% bonds, and 0%-25% cash investments.
VANGUARD LIFESTRATEGY GROWTH FUND: Seeks to provide long-term growth of
capital and income by investing in four Vanguard funds: a domestic
stock fund, an international stock fund, a bond fund, and an asset
allocation fund. The fund's asset allocation ranges are expected to be
65%-90% stocks, 10%-35% bonds, and 0%-25% cash investments.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS)
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VANGUARD LIFESTRATEGY MODERATE GROWTH FUND: Seeks to provide a
reasonable level of income and long-term growth of capital and income
by investing in four Vanguard funds: a domestic stock fund, an
international stock fund, a bond fund, and an asset allocation fund.
The fund's asset allocation ranges are expected to be 45%-70% stocks,
30%-55% bonds, and 0%-25% cash investments.
VANGUARD TOTAL BOND MARKET INDEX FUND: Seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, which is a widely recognized
measure of the entire taxable U.S. bond market.
FLORIDA PROGRESS STOCK FUND: Invests in Florida Progress Corporation
common stock to provide the possibility of long-term growth through
increases in the value of the stock and the reinvestment of its
dividends.
FLORIDA PROGRESS STABLE VALUE FUND: Seeks to preserve the value of your
original investment and provide an attractive level of interest by
investing primarily in investment contracts issued by insurance
companies and banks, and other similar types of fixed-principal
investments. It is designed to maintain a constant $1.00 share value.
Effective April 1, 1998, the former Echelon Fund became frozen to all
participant activity at which time an orderly liquidation of all remaining
Echelon Fund shares was begun. This liquidation was completed on April 23, 1998,
with the proceeds being transferred to the Florida Progress Stock Fund for the
affected participants who received shares in that fund equal in value to their
Echelon Fund account balances.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform with accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
FINANCIAL STATEMENT PRESENTATION
The Plan Financial Statements were prepared in accordance with Statement of
Position ("SOP") 99-3, Accounting for and Reporting of Certain Defined
Contribution Benefit Plan Investments and Other Disclosure Matters. Certain
reclassifications of the 1998 amounts have been made to conform to the 1999
presentation in accordance with SOP 99-3. This SOP eliminated the previously
required reporting of changes in net assets by investment option for participant
directed investments.
USE OF ESTIMATES
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as reported amounts of additions and
deductions during the reporting period. Actual results could differ from those
estimates.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS)
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INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value, except for its investment
contracts, which are valued at contract value (Note 4.) Shares of registered
investment companies are valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year-end. The Florida Progress Stock
Fund is valued at its year-end unit closing price (constituting market value of
shares owned plus uninvested cash position). Participant loans are valued at
cost, which approximates fair value. Purchases and sales of investments are
recorded on a trade-date basis. Interest income is accrued when earned. Dividend
income is recorded on the ex-dividend date. Capital gain distributions are
included in dividend income. When Florida Progress Corporation common stock is
distributed from the Florida Progress Stock Fund to participants in settlement
of their accounts, distributions are recorded at the value of shares
distributed.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
NOTE 3 - INVESTMENTS
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value as follows:
YEAR ENDED DECEMBER 31,
1999 1998
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Registered Investment Companies $ 55,359 $ 46,049
Common Stock 7,233 15,631
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$ 62,592 $ 61,680
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All investments are participant-directed.
NOTE 4 - INVESTMENT CONTRACTS WITH FINANCIAL INSTITUTIONS, INSURANCE COMPANIES
AND BANKS
The Florida Progress Stable Value Fund (the "Fund") consists of synthetic
investment contracts with various banks and insurance companies ("Issuers").
Additionally, the Fund holds shares of a money market mutual fund sponsored by
The Vanguard Group with a value of $10,887. The Fund is credited with earnings
on the underlying investments and charged for plan withdrawals and
administrative expenses charged by the Issuers. The investment contracts
included in the Fund are carried at contract value, which approximates fair
value, because the contracts are fully benefit responsive for normal participant
directed-transactions. The synthetic investment contracts constitute investments
in collective investment funds, mutual funds and mortgage backed securities,
$108,560, and wrapper contracts, $3,369. The crediting interest rates of the
investment contracts ranged from 4.95% to 7.03% at December 31, 1999.
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION
NOTES TO FINANCIAL STATEMENTS (DOLLAR AMOUNTS IN THOUSANDS)
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NOTE 5 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC".) VFTC acts as trustee for only those
investments as defined by the Plan. Transactions in such investments qualify as
party-in-interest transactions which are exempt from the prohibited transaction
rules. During the year the Plan had purchases of $92,590 and sales of $78,283 of
Company stock.
NOTE 6 - PLAN EXPENSES
The Company pays a portion of the expenses for services necessary for the
administration of the Plan.
NOTE 7 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated June 13, 1996, that the Plan is a qualified employees' trust under Section
401(a) of the Internal Revenue Code ("Code"). As such, the Plan is exempt from
federal income taxes under Section 501(a). The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Plan's tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code.
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ADDITIONAL INFORMATION
REQUIRED FOR FORM 5500
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SAVINGS PLAN FOR EMPLOYEES OF FLORIDA PROGRESS CORPORATION SCHEDULE I
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999 (DOLLAR AMOUNTS IN THOUSANDS)
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Savings Plan for Employees of Florida Progress Corporation, EIN 59-6769223
Attachment to Form 5500, Schedule H, Part IV, line i
IDENTITY OF ISSUE INVESTMENT TYPE CURRENT VALUE
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Putnam New Opportunities Class A Shares Registered Investment Company $ 115,796
* Vanguard 500 Index Fund Registered Investment Company 145,405
* Vanguard Extended Market Index Fund Registered Investment Company 4,775
* Vanguard International Growth Fund Registered Investment Company 5,573
* Vanguard LifeStrategy Conservative Growth Fund Registered Investment Company 7,180
* Vanguard LifeStrategy Growth Fund Registered Investment Company 20,442
* Vanguard LifeStrategy Moderate Growth Fund Registered Investment Company 36,708
* Vanguard Total Bond Market Index Registered Investment Company 5,480
* Florida Progress Corporation Common Stock 134,104
* Savings Plan for Employees of Florida Progress Corporation Participant Loans (6.25% - 9.00%) 18,099
* Vanguard Federal Money Market Fund Registered Investment Company 10,887
AIG Financial 5.32%, 12/31/03 Synthetic Guaranteed Investment Contract 5,260
AIG Financial 6.42% Synthetic Guaranteed Investment Contract 10,973
CDC 6.30%, 11/25/04 Synthetic Guaranteed Investment Contract 5,029
CDC 6.44% Synthetic Guaranteed Investment Contract 10,972
Commonwealth 5.59%, 9/30/01 Synthetic Guaranteed Investment Contract 22,087
Natwest Markets 6.70%, 6/30/04 Synthetic Guaranteed Investment Contract 6,401
Rabobank 6.28%, 9/30/03 Synthetic Guaranteed Investment Contract 9,576
Rabobank 6.58% Synthetic Guaranteed Investment Contract 5,977
State Street Bank 5.64%, 6/30/03 Synthetic Guaranteed Investment Contract 11,417
Union Bank of Switzerland 6.50% Synthetic Guaranteed Investment Contract 10,075
Union Bank of Switzerland 4.95%, 6/30/03 Synthetic Guaranteed Investment Contract 3,193
Union Bank of Switzerland 7.03%, 12/31/04 Synthetic Guaranteed Investment Contract 5,010
West Landesbank 6.96%, 12/31/01 Synthetic Guaranteed Investment Contract 5,959
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$ 616,378
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* Party in Interest
Total assets held for investment purposes
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EXHIBITS
23 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Savings Plan for the
Employees of Florida Progress Corporation) have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
FLORIDA PROGRESS CORPORATION
Date: June 28, 2000 By: /s/ Edward W. Moneypenny
--------------------------
Edward W. Moneypenny
Chairman and Member of
the Investment Committee
for the Savings Plan for
Employees Trust of Florida
Progress Corporation
By: /s/ James A. McClure, III
--------------------------
James A. McClure, III
Secretary and Member of the
Investment Committee for
the Savings Plan for
Employees Trust of Florida
Progress Corporation
Members of the Investment Committee (By: /s/ Pamela A. Saari
for the Savings Plan for Employees --------------------------
Trust of Florida Progress Corporation ( Pamela A. Saari
(
(By: /s/ John Scardino, Jr.
--------------------------
( John Scardino, Jr.
17
EXHIBIT INDEX
Exhibit
Number Description
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23 Consent of PricewaterhouseCoopers LLP