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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FLORIDA POWER CORPORATION
(Exact name of registrant as specified in its charter)
ONE PROGRESS PLAZA
ST. PETERSBURG, FLORIDA 33701
(727) 820-5151
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
FLORIDA 59-0247770
(State of Incorporation) (I.R.S. Employer Identification No.)
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PETER M. SCOTT III
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
WILLIAM D. JOHNSON, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
410 S. WILMINGTON STREET
RALEIGH, NORTH CAROLINA 27601
(919) 546-6111
(Names and addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES,
ORDERS AND COMMUNICATIONS TO:
TIMOTHY S. GOETTEL, ESQ.
ANDREW A. GERBER, ESQ. RICHARD L. HARDEN, ESQ.
HUNTON & WILLIAMS PILLSBURY WINTHROP LLP
421 FAYETTEVILLE STREET MALL ONE BATTERY PARK PLAZA
RALEIGH, NORTH CAROLINA 27601 NEW YORK, NEW YORK 10004-1490
(919) 899-3094 (212) 858-1228
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Approximate date of commencement of proposed sale to the public: From time
to time as market conditions warrant after the registration statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
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First Mortgage Bonds............. (1) (2) (1)(2) N/A
Debt Securities.................. (1) (2) (1)(2) N/A
Total........................ $380,000,000 100%(2) $380,000,000(3) $95,000(3)(4)
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(1) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this registration statement exceed
$380,000,000, or its equivalent (based on the applicable exchange rate at
the time of sale), if any such securities are issued with principal amounts
denominated in one or more currencies other than U.S. dollars as shall be
designated by the registrant. If any such securities are issued at an
original issue discount, then the aggregate initial offering price as so
discounted shall not exceed $380,000,000, notwithstanding that the stated
principal amount of such securities may exceed such amount.
(2) Omitted pursuant to General Instruction II.D. of Form S-3. Total amount
estimated solely for the purpose of determining the registration fee.
(3) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
contained herein relates to an aggregate of $630,000,000 principal amount of
securities consisting of (a) $380,000,000 principal amount of securities
being registered hereby and (b) $250,000,000 aggregate principal amount of
unsold securities that were previously registered under the registrant's
registration statement on Form S-3 (No. 333-29897) that was filed with the
Commission on June 24, 1997. Aggregate registration fees previously paid in
connection with the registration of the unsold securities identified in this
footnote are $75,757. Accordingly, the registration fee consists of $95,000
paid herewith and $75,757 previously paid.
(4) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933.
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THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-29897, INITIALLY
REGISTERING MEDIUM TERM NOTES) AND SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER
BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION
STATEMENT AND IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933.
UPON EFFECTIVENESS OF SUCH POST-EFFECTIVE AMENDMENT, THIS REGISTRATION STATEMENT
AND REGISTRATION STATEMENT NO. 333-29897 WILL RELATE TO AN AGGREGATE OF
$630,000,000 OF FIRST MORTGAGE BONDS AND DEBT SECURITIES.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JUNE 15, 2001
PROSPECTUS
[FLORIDA POWER LOGO]
FLORIDA POWER CORPORATION
$630,000,000
FIRST MORTGAGE BONDS
DEBT SECURITIES
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We will provide specific terms of these securities, and the manner in which
they are being offered, in supplements to this prospectus. You should read this
prospectus and any supplement carefully before you invest. We cannot sell any of
these securities unless this prospectus is accompanied by a prospectus
supplement.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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This Prospectus is dated , 2001.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or SEC, utilizing a "shelf" registration
process. Under this shelf registration process, we may sell any combination of
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $X,000,000,000. We may offer any of the following
securities: First Mortgage Bonds and/or other Debt Securities.
This prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. Any
prospectus supplement may also add, update or change information contained in
this prospectus. The registration statement we filed with the SEC includes
exhibits that provide more detail on descriptions of the matters discussed in
this prospectus. You should read this prospectus and the related exhibits filed
with the SEC and any prospectus supplement together with additional information
described under the heading "WHERE YOU CAN FIND MORE INFORMATION."
OUR COMPANY
We are an operating public utility incorporated under the laws of Florida in
1899 engaged in the generation, purchase, transmission, distribution and sale of
electricity in portions of Florida. We are an indirect, wholly-owned subsidiary
of Progress Energy, Inc., a North Carolina corporation. All of our common stock
is held directly by Florida Progress Corporation, a Florida corporation. Our
principal executive offices are located at One Progress Plaza, St. Petersburg,
Florida 33701. Our telephone number is (727) 820-5151.
APPLICATION OF PROCEEDS
Unless we state otherwise in any prospectus supplement, we will use the net
proceeds from the sale of the offered securities:
- - to finance our ongoing construction and maintenance program;
- - to redeem, repurchase, repay, or retire outstanding short- or long-term
indebtedness; and
- - for other general corporate purposes.
In the event that any proceeds are not immediately applied, we may temporarily
invest them in U.S., state or municipal government or agency obligations,
commercial paper, bank certificates of deposit, or repurchase agreements
collateralized by U.S. government or agency obligations, or we may deposit the
proceeds with banks.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the following periods was:
FOR THE TWELVE MONTHS ENDED DECEMBER 31,
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2000 1999 1998 1997 1996
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3.82x 4.37x 3.87x 2.75x 4.80x
FOR THE TWELVE MONTHS ENDED MARCH 31,
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2001 2000
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4.00x 4.38x
We define "earnings" as income before income taxes plus fixed charges. We define
"fixed charges" as the sum of interest on long-term debt, other interest and
amortization of debt discount and expense.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and special reports, proxy statements
and other information with the SEC. Our SEC filing number is 1-3274. Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov or our web site at http://www.fpc.com. Unless we specifically
state otherwise, the contents of our web site do not constitute a part of this
prospectus or any prospectus supplement. You may also read and copy any document
we file with the SEC at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. The SEC's public reference room in
Washington is located at 450 5th Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms.
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DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede the information in this prospectus. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we sell all of the securities being registered.
- - Our Annual Report on Form 10-K for the year ended December 31, 2000; and
- - Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
You may request a copy of these filings at no cost, by writing or calling us at
the following address:
Florida Power Corporation
c/o Progress Energy, Inc.
Investor Relations
410 S. Wilmington Street
Raleigh, North Carolina 27601
Telephone: (919) 546-7474
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making any offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of those documents.
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DESCRIPTION OF THE SECURITIES
This prospectus describes certain general terms of the offered securities.
When we offer to sell a particular series, we will describe the specific terms
in a prospectus supplement. The securities will be issued under indentures,
selected provisions of which we have summarized below. The summary is not
complete. The indentures appear as exhibits to the registration statement of
which this prospectus is a part, or are incorporated by reference into this
prospectus. You should read the indentures for provisions that may be important
to you. In the summaries below, we have included references to section numbers
of the applicable indentures so that you can easily locate these provisions.
Capitalized terms used in the following summaries have the meanings specified in
the applicable indentures unless otherwise defined below.
DESCRIPTION OF FIRST MORTGAGE BONDS
GENERAL
We will issue First Mortgage Bonds in one or more series under an
Indenture, dated as of January 1, 1944, with First Chicago Trust Company of New
York, as successor trustee (the "Mortgage Trustee"), as supplemented by
supplemental indentures, including one or more supplemental indentures relating
to the First Mortgage Bonds. In the following discussion, we will refer to the
Indenture and all supplements to the Indenture together as the "Mortgage." We
will refer to all of our First Mortgage Bonds, including those already issued
and those to be issued under this shelf registration process or otherwise issued
in the future, as "First Mortgage Bonds." The information we are providing you
in this prospectus concerning the First Mortgage Bonds and the Mortgage is only
a summary of the information provided in those documents and the information is
qualified in its entirety by reference to the provisions of the Mortgage. You
should consult the First Mortgage Bonds themselves, the Mortgage and other
documents for more complete information on the First Mortgage Bonds. These
documents appear as exhibits to the registration statement of which this
prospectus is a part, or will appear as exhibits to other documents that we will
file with the SEC, which will be incorporated by reference into this prospectus.
In the summary below, we have included references to applicable section numbers
of the Mortgage so that you can more easily locate the relevant provisions.
PROVISIONS OF A PARTICULAR SERIES
You should consult the prospectus supplement relating to any particular
issue of the First Mortgage Bonds for the following information:
- the designation, series and aggregate principal amount of the First
Mortgage Bonds;
- the percentage of the principal amount for which we will issue and sell
the First Mortgage Bonds;
- the date of maturity for the First Mortgage Bonds;
- the rate at which the First Mortgage Bonds will bear interest and the
method of determining that rate;
- the dates on which interest is payable;
- the denominations in which we will authorize the First Mortgage Bonds to
be issued, if other than $1,000 or integral multiples of $1,000;
- whether we will offer the First Mortgage Bonds in the form of global
bonds and, if so, the name of the depositary for any global bonds;
- the terms applicable to any rights to convert First Mortgage Bonds into
or exchange them for other of our securities or those of any other
entity;
- redemption terms and sinking fund provisions, if any; and
- any other specific terms that do not conflict with the Mortgage.
For more information, see Section 2.01 of the Mortgage.
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No series of the First Mortgage Bonds will be limited in aggregate
principal amount except as provided in the Mortgage. Unless the applicable
prospectus supplement states otherwise, the covenants contained in the Mortgage
will not afford holders of the First Mortgage Bonds protection in the event of a
change of control or highly leveraged transaction. As of March 31, 2001, $510
million aggregate principal amount of First Mortgage Bonds were outstanding.
FORM AND EXCHANGES
Unless otherwise specified in the applicable prospectus supplement, we
expect to issue the First Mortgage Bonds as fully registered bonds without
coupons in denominations of $1,000 or any integral multiple of $1,000. Holders
may exchange them, free of charge, for a like aggregate principal amount of
other First Mortgage Bonds of different authorized denominations of the same
series. Holders may also transfer the First Mortgage Bonds free of charge except
for any stamp taxes or other governmental charges that may apply. The First
Mortgage Bonds may be presented for transfer or exchange at the corporate trust
office of the Trustee in New York, New York. For more information, see Sections
2.01 and 2.03 of the Mortgage.
INTEREST AND PAYMENT
The prospectus supplement for any First Mortgage Bonds we issue will state
the interest rate, the method of determination of the interest rate, and the
date on which interest is payable. Unless the prospectus supplement states
otherwise, principal and interest will be paid at First Chicago Trust Company of
New York.
We have agreed to pay interest, to the extent enforceable under law, on any
overdue installment of interest on the First Mortgage Bonds at the highest rate
of interest payable on any of the First Mortgage Bonds outstanding under the
Mortgage. For more information, see Section 2.01 and Article X of the Mortgage.
REDEMPTION AND PURCHASE OF FIRST MORTGAGE BONDS
If the First Mortgage Bonds are redeemable, the redemption terms will
appear in the prospectus supplement. We may declare redemptions on at least 30
days notice to the holders of First Mortgage Bonds to be redeemed and to the
Mortgage Trustee. We have agreed that before the redemption date we will deposit
with the Mortgage Trustee a sum of money sufficient to redeem the subject First
Mortgage Bonds. Our failure to make this required deposit will constitute a
completed default under the Mortgage on the specified redemption date and the
First Mortgage Bonds called for redemption shall immediately become due and
payable. For more information, see Article VIII of the Mortgage.
First Mortgage Bonds are redeemable, in whole but not in part, on not more
than 90 days notice to holders, at a redemption price of 100% of the principal
amount thereof, together with accrued interest to the date of redemption, in the
event that:
- all of our outstanding common stock is acquired by some governmental body
or instrumentality and we elect to redeem all First Mortgage Bonds; or
- all or substantially all the mortgaged and pledged property, constituting
bondable property as defined in the Mortgage, that is then subject to the
Mortgage as a first lien shall be released from the lien of the Mortgage
under the provisions thereof, and available moneys held by the Mortgage
Trustee, including any moneys deposited by us for the purpose, are
sufficient to redeem all the First Mortgage Bonds at the redemption
prices (together with accrued interest to the date of redemption)
specified therein applicable to the redemption thereof upon the happening
of such event.
For more information, see Section 8.08 of the Mortgage.
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MAINTENANCE FUND
The Mortgage provides that the amount expended for property additions
(excluding several stated exceptions) will, at the end of each year, equal the
minimum provision for depreciation, for each calendar year subsequent to
December 31, 1943, and if at the end of any such year we have not expended such
required amount, we will, on or before the next succeeding March 31, deposit
with the Mortgage Trustee the difference in cash. Certain credits are allowed
against cash so required to be deposited. During the three years immediately
following a cash deposit with the Mortgage Trustee, we may at any time or from
time to time withdraw cash in an amount equal to any available maintenance
credit. Cash not so withdrawn shall be applied towards the payment due upon
maturity or for the purchase of outstanding First Mortgage Bonds as provided in
the Mortgage. For more information, see Sections 5.08 and 1.05 of the Mortgage.
We must provide the Mortgage Trustee with an annual maintenance certificate
with respect to the bondable value of property additions. The minimum provision
for depreciation means an amount equal to:
- 15% of our gross operating revenues, net of the cost of electric energy
purchased for resale; less
- an amount equal to the aggregate of the charges to operating expense for
maintenance; provided, however,
- that the minimum provision for depreciation for any period shall not
exceed the maximum provision for depreciation, as defined, for the
period.
The maximum provision for depreciation shall mean as to each full calendar year,
an amount equal to:
- $750,000, plus
- 2.25% of the sum of all property additions after January 1, 1944 up to
the beginning of the subject calendar year, less
- 2.25% of the aggregate amount of all retirements of bondable property
during the period after January 1, 1944 up to the beginning of the
subject calendar year.
For periods other than a calendar year, the maximum provision for depreciation
shall be based upon the maximum provision for depreciation for the calendar year
ended during such period multiplied by the number of calendar months or
fractions thereof included in such period and divided by 12.
Cumulative expenditures for property additions exceeded the required
provision for depreciation by approximately $5.8 billion as of December 31,
2000.
RANKING AND SECURITY
The First Mortgage Bonds will be secured by the lien of the Mortgage and
will rank pari passu with all bonds outstanding thereunder. In the opinion of
our counsel, the Mortgage constitutes a first mortgage lien, subject only to
permitted encumbrances and liens, on substantially all of the fixed properties
owned by us except miscellaneous properties specifically excepted.
After-acquired property is covered by the lien of the Mortgage, subject to
existing liens at the time such property is acquired. For more information, see
the Preambles and Section 2.01 of the Mortgage.
ISSUANCE OF ADDITIONAL FIRST MORTGAGE BONDS
First Mortgage Bonds may be issued under the Mortgage in a principal amount
equal to:
- an amount not exceeding 60% of the bondable value of property additions,
which term generally includes all of our tangible property that we are
authorized to acquire, own and operate, that has become subject to the
Mortgage and which is used in connection with the generation, purchase,
transmission, distribution or sale of electricity for light, heat, power
or other purposes;
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- an additional aggregate principal amount not exceeding the aggregate
principal amount of refundable prior lien bonds deposited with the
Mortgage Trustee or judicially determined to be invalid;
- an additional aggregate principal amount not exceeding the aggregate
principal amount of any outstanding First Mortgage Bonds that have been
canceled or delivered for cancellation; and
- an additional aggregate principal amount equal to the amount of cash
deposited with the Mortgage Trustee against the issuance of bonds.
For more information, see Sections 4.03 thorough 4.06 of the Mortgage.
As of December 31, 2000, the bondable value of property additions under the
first bullet point above was approximately $3.8 billion, permitting the issuance
of approximately $2.3 billion of additional bonds. Cash deposited with the
Mortgage Trustee under the fourth bullet point above may be withdrawn in an
amount equal to the principal amount of any First Mortgage Bonds we would
otherwise be entitled to have authenticated under any of the provisions referred
to in the first three bullet points above, and may also be used for the purchase
or redemption of First Mortgage Bonds which, by their terms, are redeemable. For
more information, see Section 4.06 of the Mortgage.
First Mortgage Bonds may be authenticated pursuant to the first and fourth
bullet points above (and in certain cases pursuant to the second and third
bullet points above) only if net earnings for 12 successive months in the 15
months immediately preceding the first day of the month in which application for
additional First Mortgage Bonds is made shall be at least two times the annual
interest charges on the First Mortgage Bonds and prior lien bonds outstanding
and to be outstanding. For more information, see Section 4.08 of the Mortgage.
RESTRICTION ON DIVIDENDS
Unless otherwise stated in the prospectus supplement, in the case of First
Mortgage Bonds issued under this prospectus and any accompanying prospectus
supplement, and so long as any First Mortgage Bonds are outstanding, we may only
pay cash dividends on our common stock, and make any other distribution to
Florida Progress Corporation, our common stockholder, out of our net income
subsequent to December 31, 1943. For more information, see Section 5.24 of the
Mortgage.
RELEASE AND SUBSTITUTION OF PROPERTY
Subject to various limitations, property may be released from the lien of
the Mortgage when sold or exchanged, upon the basis of:
- cash deposited with the Mortgage Trustee;
- the principal amount of any purchase money obligations pledged with the
Mortgage Trustee;
- the fair value of any property additions certified to the Mortgage
Trustee and acquired by us in exchange for the property to be released;
or
- if non-bondable property is to be released, the fair value of property
and certain securities certified to the Mortgage Trustee and acquired by
us in exchange for the property to be released, less the principal amount
of certain outstanding prior lien bonds.
For more information, see Section 9.03 of the Mortgage.
If all or substantially all of the mortgaged and pledged property
constituting bondable property which at the time shall be subject to the lien of
the Mortgage as a first lien shall be released, whether pursuant to our request
or by eminent domain, then we are required to redeem all the First Mortgage
Bonds and have agreed to deposit with the Mortgage Trustee sufficient cash for
that purpose. Any new property acquired to take the place of any property
released shall be subjected to the lien of the Mortgage. For more information,
see Sections 8.08(b), 9.03, 9.05 and 9.11 of the Mortgage.
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MODIFICATION OF MORTGAGE
The Mortgage may generally be modified with the consent of the holders of
not less than 75% in aggregate principal amount of First Mortgage Bonds
outstanding which would be affected by the action proposed to be taken, except
no such modifications shall:
- extend the maturity of any First Mortgage Bonds, or reduce the interest
rate or extend the time of payment thereof, or reduce the principal
amount thereof, without the express consent of the holder of each First
Mortgage Bond affected;
- reduce the percentage of holders who must consent to the modifications
referred to in this section without the consent of the holders of all
First Mortgage Bonds outstanding;
- permit the creation of a prior or equal lien on the pledged property; or
- deprive any First Mortgage Bond of the lien of the Mortgage.
For more information, see Section 17.02 of the Mortgage.
DEFAULT
In the event of a completed default, the Mortgage Trustee or the holders of
at least 25% of the outstanding First Mortgage Bonds may declare the principal
of all outstanding First Mortgage Bonds immediately due and payable. The
following are defined as completed defaults in the Mortgage:
- default in the payment of principal of, and premium, if any, on any of
the First Mortgage Bonds when due and payable, whether at maturity or by
declaration, or otherwise;
- default continued for 60 days in the payment of any interest on any of
the First Mortgage Bonds;
- default in the payment of principal or interest upon any outstanding
prior lien bonds continued beyond any applicable grace period;
- certain acts of bankruptcy, insolvency or reorganization; and
- default continued for 60 days after written notice to us by the Mortgage
Trustee (or to us and the Mortgage Trustee by the holders of at least 25%
in principal amount of the then outstanding First Mortgage Bonds) in the
observance or performance of any other covenant, agreement or condition
contained in the Mortgage or in any of the First Mortgage Bonds.
For more information, see Section 10.01 of the Mortgage.
If the default has been cured, however, the holders of not less than a
majority in aggregate principal amount of the First Mortgage Bonds then
outstanding may rescind and annul the declaration and its consequences. If the
Mortgage Trustee in good faith determines it to be in the interest of the
holders of the First Mortgage Bonds, it may withhold notice of default, except
in payment of principal, premium, if any, interest or sinking fund payments, if
any, for retirement of First Mortgage Bonds. We are required by the Mortgage to
report annually to the Mortgage Trustee as to the absence of default and
compliance with the provisions of the Mortgage. For more information, see
Sections 10.01, 10.02 and 5.23 of the Mortgage.
The holders of not less than a majority in principal amount of the First
Mortgage Bonds outstanding have the right to direct the time, method and place
of conducting any proceedings for any remedy available to, or conferred by the
Mortgage upon, the Mortgage Trustee; provided, however, that the Mortgage
Trustee may, if it determines in good faith that such direction would involve
the Mortgage Trustee in personal liability or be unjustly prejudicial to the
rights of the non-assenting bondholders, decline to follow such direction. For
more information, see Section 10.06 of the Mortgage.
EVIDENCE TO BE FURNISHED TO THE MORTGAGE TRUSTEE UNDER THE MORTGAGE
We may demonstrate compliance with Mortgage provisions regarding
certificates and opinions by providing written statements to the Mortgage
Trustee from our officers or experts we select. For instance,
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we may select an engineer or appraiser to provide a written statement regarding
the value of property being certified or released, or an accountant regarding
net earnings, or counsel regarding property titles and compliance with the
Mortgage generally. In certain significant matters, applicable law requires that
an accountant or engineer must be independent. For more information, see Section
314(d) of the Trust Indenture Act of 1939. We must file certificates and other
papers each year and whenever certain events occur. Additionally, we must
provide evidence from time to time demonstrating our compliance with the
conditions and covenants under the Mortgage.
RELATIONSHIP WITH THE TRUSTEE
In the normal course of business, the Mortgage Trustee or its affiliates
may, from time to time, provide certain commercial banking, investment banking,
and securities underwriting services to us and our affiliates.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities offered by this prospectus will be our direct unsecured
general obligations. This prospectus describes certain general terms of the Debt
Securities offered through this prospectus. When we offer to sell a particular
series of Debt Securities, we will describe the specific terms of that series in
a prospectus supplement. The Debt Securities will be issued under one or more
indentures for Debt Securities between us and a trustee elected by us. In this
prospectus, we will refer to any indenture under which we may issue Debt
Securities as the "Debt Securities Indenture," and we will refer to the trustee
under any Debt Securities Indenture as the "Debt Securities Trustee." A form of
Debt Securities Indenture is filed as an exhibit to the registration statement
of which this prospectus is a part.
The prospectus supplement applicable to a particular series of Debt
Securities may state that a particular series of Debt Securities will be our
subordinated obligations. The form of Debt Securities Indenture referred to
above includes optional provisions (designated by brackets ("[ ]")) that we
would expect to appear in a separate indenture for subordinated debt securities
in the event we issue subordinated debt securities. In the following discussion,
we refer to any subordinated obligations as the "Subordinated Debt Securities."
Unless the applicable prospectus supplement provides otherwise, we will use a
separate Debt Securities Indenture for any Subordinated Debt Securities that we
may issue.
We have summarized selected provisions of the Debt Securities Indenture
below. Each Debt Securities Indenture will be independent of any other Debt
Securities Indenture unless otherwise stated in a prospectus supplement. The
summary that follows is not complete. You should consult the applicable Debt
Securities, Debt Securities Indenture, and any supplemental indentures and other
related documents for more complete information on the Debt Securities. These
documents appear as exhibits to, or are incorporated by reference into, the
registration statement of which this prospectus is a part, or will appear as
exhibits to other documents that we will file with the SEC, which will be
incorporated by reference into this prospectus. In the summary below, we have
included references to applicable section numbers of the Debt Securities
Indenture so that you can easily locate these provisions.
PROVISIONS OF A PARTICULAR SERIES
You should consult the prospectus supplement relating to any particular
series of Debt Securities for the following information:
- the title of the Debt Securities;
- any limit on aggregate principal amount of the Debt Securities or the
series of which they are a part;
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- the date(s), or method for determining the date(s), on which the
principal of the Debt Securities will be payable;
- the rate, including the method of determination if applicable, at which
the Debt Securities will bear interest, if any; and
-- the date from which any interest will accrue;
-- the dates on which we will pay interest; and
-- the record date for any interest payable on any interest payment date;
- the place where
-- the principal of, premium, if any, and interest on the Debt Securities
will be payable;
-- you may register transfer of the Debt Securities;
-- you may exchange the Debt Securities; and
-- you may serve notices and demands upon us regarding the Debt
Securities;
- the security registrar for the Debt Securities and whether the principal
of the Debt Securities is payable without presentment or surrender of
them;
- the terms and conditions upon which we may elect to redeem any Debt
Securities;
- the denominations in which we may issue Debt Securities, if other than
$1,000 and integral multiples of $1,000;
- the terms and conditions upon which the Debt Securities must be redeemed
or purchased due to our obligations pursuant to any sinking fund or other
mandatory redemption or tender provisions, or at the holder's option,
including any applicable exceptions to notice requirements;
- the currency, if other than United States currency, in which payments on
the Debt Securities will be payable;
- the terms according to which elections can be made by us or the holder
regarding payments on the Debt Securities in currency other than the
currency in which the Debt Securities are stated to be payable;
- if payments are to be made on the Debt Securities in securities or other
property, the type and amount of the securities and other property or the
method by which the amount shall be determined;
- the manner in which we will determine any amounts payable on the Debt
Securities that are to be determined with reference to an index or other
fact or event ascertainable outside the applicable indenture;
- if other than the entire principal amount, the portion of the principal
amount of the Debt Securities payable upon declaration of acceleration of
their maturity;
- any addition to the events of default applicable to any Debt Securities
and any additions to our covenants for the benefit of the holders of the
Debt Securities;
- the terms applicable to any rights to convert Debt Securities into or
exchange them for other of our securities or those of any other entity;
- whether we are issuing Debt Securities as global securities, and if so,
-- any limitations on transfer or exchange rights or the right to obtain
the registration of transfer;
-- any limitations on the right to obtain definitive certificates for the
Debt Securities; and
-- any other matters incidental to the Debt Securities;
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- whether we are issuing the Debt Securities as bearer securities;
- any limitations on transfer or exchange of Debt Securities or the right
to obtain registration of their transfer, and the terms and amount of any
service charge required for registration of transfer or exchange;
- any exceptions to the provisions governing payments due on legal
holidays, or any variations in the definition of business day with
respect to the Debt Securities;
- any collateral security, assurance, guarantee or other credit enhancement
applicable to the Debt Securities; and
- any other terms of the Debt Securities not in conflict with the
provisions of the applicable Debt Securities Indenture.
For more information, see Section 301 of the applicable Debt Securities
Indenture.
Debt Securities may be sold at a substantial discount below their principal
amount. You should consult the applicable prospectus supplement for a
description of certain special United States federal income tax considerations
that may apply to Debt Securities sold at an original issue discount or
denominated in a currency other than dollars.
Unless the applicable prospectus supplement states otherwise, the covenants
contained in the applicable indenture will not afford holders of Debt Securities
protection in the event we have a change in control or are involved in a
highly-leveraged transaction.
SUBORDINATION
The applicable prospectus supplement may provide that a series of Debt
Securities will be Subordinated Debt Securities, subordinate and junior in right
of payment to all of our Senior Indebtedness, as defined below. If so, we will
issue these securities under a separate Debt Securities Indenture for
Subordinated Debt Securities. For more information, see Article XV of the
applicable Debt Securities Indenture.
No payment of principal of, including redemption and sinking fund payments,
or any premium or interest on, the Subordinated Debt Securities may be made if
- there occur certain acts of bankruptcy, insolvency, liquidation,
dissolution or other winding up of our company;
- any Senior Indebtedness is not paid when due,
- any applicable grace period with respect to other defaults with respect
to any Senior Indebtedness has ended, the default has not been cured or
waived, and the maturity of such Senior Indebtedness has been accelerated
because of the default, or
- the maturity of the Subordinated Debt Securities of any series has been
accelerated because of a default.
Upon any distribution of our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all principal of,
and any premium and interest due or to become due on, all outstanding Senior
Indebtedness must be paid in full before the holders of the Subordinated Debt
Securities are entitled to payment. For more information, see Section 1502 of
the applicable Debt Securities Indenture. The rights of the holders of the
Subordinated Debt Securities will be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions applicable to Senior
Indebtedness until all amounts owing on the Subordinated Debt Securities are
paid in full. For more information, see Section 1504 of the applicable Debt
Securities Indenture.
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As defined in the Subordinated Debt Securities Indenture, the term "Senior
Indebtedness" means
- all obligations (other than non-recourse obligations and the indebtedness
issued under the Subordinated Debt Securities Indenture) of, or
guaranteed or assumed by, us
-- for borrowed money (including both senior and subordinated indebtedness
for borrowed money, but excluding the Subordinated Debt Securities); or
-- for the payment of money relating to any lease that is capitalized on
our consolidated balance sheet in accordance with generally accepted
accounting principles; or
- indebtedness evidenced by bonds, debentures, notes or other similar
instruments.
In the case of any such indebtedness or obligations, Senior Indebtedness
includes amendments, renewals, extensions, modifications and refundings, whether
existing as of the date of the Subordinated Debt Securities Indenture or
subsequently incurred by us.
The Subordinated Debt Securities Indenture does not limit the aggregate
amount of Senior Indebtedness that we may issue.
FORM, EXCHANGE AND TRANSFER
Unless the applicable prospectus supplement states otherwise, we will issue
Debt Securities only in fully registered form without coupons and in
denominations of $1,000 and integral multiples of that amount. For more
information, see Sections 201 and 302 of the applicable Debt Securities
Indenture.
Holders may present Debt Securities for exchange or for registration of
transfer, duly endorsed or accompanied by a duly executed instrument of
transfer, at the office of the security registrar or at the office of any
transfer agent we may designate. Exchanges and transfers are subject to the
terms of the applicable indenture and applicable limitations for global
securities. We may designate ourselves the security registrar. No charge will be
made for any registration of transfer or exchange of Debt Securities, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge that the holder must pay in connection with the transaction. Any transfer
or exchange will become effective upon the security registrar or transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. For more information, see Section 305 of the
applicable Debt Securities Indenture.
The applicable prospectus supplement will state the name of any transfer
agent, in addition to the security registrar initially designated by us, for any
Debt Securities. We may at any time designate additional transfer agents or
withdraw the designation of any transfer agent or make a change in the office
through which any transfer agent acts. We must, however, maintain a transfer
agent in each place of payment for the Debt Securities of each series. For more
information, see Section 602 of the applicable Debt Securities Indenture.
We will not be required to
- issue, register the transfer of, or exchange any Debt Securities or any
tranche of any Debt Securities during a period beginning at the opening
of business 15 days before the day of mailing of a notice of redemption
of any Debt Securities called for redemption and ending at the close of
business on the day of mailing; or
- register the transfer of, or exchange any Debt Securities selected for
redemption except the unredeemed portion of any Debt Securities being
partially redeemed.
For more information, see Section 305 of the applicable Debt Securities
Indenture.
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PAYMENT AND PAYING AGENTS
Unless the applicable prospectus supplement states otherwise, we will pay
interest on a Debt Security on any interest payment date to the person in whose
name the Debt Security is registered at the close of business on the regular
record date for the interest payment. For more information, see Section 307 of
the applicable Debt Securities Indenture.
Unless the applicable prospectus supplement provides otherwise, we will pay
principal and any premium and interest on Debt Securities at the office of the
paying agent whom we will designate for this purpose. Unless the applicable
prospectus supplement states otherwise, the corporate trust office of the Debt
Securities Trustee in New York City will be designated as our sole paying agent
for payments with respect to Debt Securities of each series. Any other paying
agents initially designated by us for the Debt Securities of a particular series
will be named in the applicable prospectus supplement. We may at any time add or
delete paying agents or change the office through which any paying agent acts.
We must, however, maintain a paying agent in each place of payment for the Debt
Securities of a particular series. For more information, see Section 602 of the
applicable Debt Securities Indenture.
All money we pay to a paying agent for the payment of the principal and any
premium or interest on any Debt Security that remains unclaimed at the end of
two years after payment is due will be repaid to us. After that date, the holder
of that Debt Security shall be deemed an unsecured general creditor and may look
only to us for these payments. For more information, see Section 603 of the
applicable Debt Securities Indenture.
REDEMPTION
You should consult the applicable prospectus supplement for any terms
regarding optional or mandatory redemption of Debt Securities. Except for the
provisions in the applicable prospectus supplement regarding Debt Securities
redeemable at the holder's option, Debt Securities may be redeemed only upon
notice by mail not less than 30 nor more than 60 days prior to the redemption
date. Further, if less than all of the Debt Securities of a series, or any
tranche of a series, are to be redeemed, the Debt Securities to be redeemed will
be selected by the method provided for the particular series. In the absence of
a selection provision, the Debt Securities Trustee will select a fair and
appropriate method of random selection. For more information, see Sections 403
and 404 of the applicable Debt Securities Indenture.
A notice of redemption we provide may state:
- that redemption is conditioned upon receipt by the paying agent on or
before the redemption date of money sufficient to pay the principal of
and any premium and interest on the Debt Securities; and
- that if the money has not been received, the notice will be ineffective
and we will not be required to redeem the Debt Securities.
For more information, see Section 404 of the applicable Debt Securities
Indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into any other person, nor may we
transfer or lease substantially all of our assets and property to any person,
unless:
- the corporation formed by the consolidation or into which we are merged,
or the person that acquires by conveyance or transfer, or that leases,
substantially all of our property and assets
-- is organized and validly existing under the laws of any domestic
jurisdiction; and
-- expressly assumes by supplemental indenture our obligations on the Debt
Securities and under the applicable indentures;
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- immediately after giving effect to the transaction, no event of default,
and no event that would become an event of default, has occurred and is
continuing; and
- we have delivered to the Debt Securities Trustee an officer's certificate
and opinion of counsel as provided in the applicable indentures.
For more information, see Section 1101 of the applicable Debt Securities
Indenture.
EVENTS OF DEFAULT
"Event of default" under the applicable indenture with respect to Debt
Securities of any series means any of the following:
- failure to pay any interest due on any Debt Security of that series
within 30 days;
- failure to pay principal or premium, if any, when due on any Debt
Security of that series;
- failure to make any required sinking fund payment on any Debt Securities
of that series;
- breach of or failure to perform any other covenant or warranty in the
applicable indenture with respect to Debt Securities of that series for
60 days (subject to extension under certain circumstances for another 120
days) after we receive notice from the Debt Securities Trustee, or we and
the Debt Securities Trustee receive notice from the holders of at least
33% in principal amount of the Debt Securities of that series outstanding
under the applicable indenture according to the provisions of the
applicable indenture;
- certain events of bankruptcy, insolvency or reorganization; and
- any other event of default set forth in the applicable prospectus
supplement.
For more information, see Section 801 of the applicable Debt Securities
Indenture.
An event of default with respect to a particular series of Debt Securities
does not necessarily constitute an event of default with respect to the Debt
Securities of any other series issued under the applicable indenture.
If an event of default with respect to a particular series of Debt
Securities occurs and is continuing, either the Debt Securities Trustee or the
holders of at least 33% in principal amount of the outstanding Debt Securities
of that series may declare the principal amount of all of the Debt Securities of
that series to be due and payable immediately. If the Debt Securities of that
series are discount securities or similar Debt Securities, only the portion of
the principal amount as specified in the applicable prospectus supplement may be
immediately due and payable. If an event of default occurs and is continuing
with respect to all series of Debt Securities issued under a Debt Securities
Indenture, including all events of default relating to bankruptcy, insolvency or
reorganization, the Debt Securities Trustee or the holders of at least 33% in
principal amount of the outstanding Debt Securities of all series issued under
that Debt Securities Indenture, considered together, may declare an acceleration
of the principal amount of all series of Debt Securities issued under that Debt
Securities Indenture. There is no automatic acceleration, even in the event of
our bankruptcy or insolvency.
The applicable prospectus supplement may provide, with respect to a series
of Debt Securities to which a credit enhancement is applicable, that the
provider of the credit enhancement may, if a default has occurred and is
continuing with respect to the series, have all or any part of the rights with
respect to remedies that would otherwise have been exercisable by the holder of
that series.
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At any time after a declaration of acceleration with respect to the Debt
Securities of a particular series, and before a judgment or decree for payment
of the money due has been obtained, the event of default giving rise to the
declaration of acceleration will, without further action, be deemed to have been
waived, and the declaration and its consequences will be deemed to have been
rescinded and annulled, if
- we have paid or deposited with the Debt Securities Trustee a sum
sufficient to pay
-- all overdue interest on all Debt Securities of the particular series;
-- the principal of and any premium on any Debt Securities of that series
that have become due otherwise than by the declaration of acceleration
and any interest at the rate prescribed in the Debt Securities;
-- interest upon overdue interest at the rate prescribed in the Debt
Securities, to the extent payment is lawful; and
-- all amounts due to the Debt Securities Trustee under the applicable
indenture; and
- any other event of default with respect to the Debt Securities of the
particular series, other than the failure to pay the principal of the
Debt Securities of that series that has become due solely by the
declaration of acceleration, has been cured or waived as provided in the
applicable indenture.
For more information, see Section 802 of the applicable Debt Securities
Indenture.
The applicable Debt Securities Indenture includes provisions as to the
duties of the Debt Securities Trustee in case an event of default occurs and is
continuing. Consistent with these provisions, the Debt Securities Trustee will
be under no obligation to exercise any of its rights or powers at the request or
direction of any of the holders unless those holders have offered to the Debt
Securities Trustee reasonable indemnity against the costs, expenses and
liabilities that may be incurred by it in compliance with such request or
direction. For more information, see Section 903 of the applicable Debt
Securities Indenture. Subject to these provisions for indemnification, the
holders of a majority in principal amount of the outstanding Debt Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Debt Securities Trustee, or exercising any trust
or power conferred on the Debt Securities Trustee, with respect to the Debt
Securities of that series. For more information, see Section 812 of the
applicable Debt Securities Indenture.
No holder of Debt Securities may institute any proceeding regarding the
applicable indenture, or for the appointment of a receiver or a trustee, or for
any other remedy under the applicable indenture unless
- the holder has previously given to the Debt Securities Trustee written
notice of a continuing event of default of that particular series;
- the holders of a majority in principal amount of the outstanding Debt
Securities of all series with respect to which an event of default is
continuing have made a written request to the Debt Securities Trustee,
and have offered reasonable indemnity to the Debt Securities Trustee, to
institute the proceeding as trustee; and
- the Debt Securities Trustee has failed to institute the proceeding, and
has not received from the holders of a majority in principal amount of
the outstanding Debt Securities of that series a direction inconsistent
with the request, within 60 days after notice, request and offer of
reasonable indemnity.
For more information, see Section 807 of the applicable Debt Securities
Indenture.
The preceding limitations do not apply, however, to a suit instituted by a
holder of a Debt Security for the enforcement of payment of the principal of or
any premium or interest on the Debt Securities on or after the applicable due
date stated in the Debt Securities. For more information, see Section 808 of the
applicable Debt Securities Indenture.
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We must furnish annually to the Debt Securities Trustee a statement by an
appropriate officer as to that officer's knowledge of our compliance with all
conditions and covenants under each of the indentures for Debt Securities. Our
compliance is to be determined without regard to any grace period or notice
requirement under the respective indenture. For more information, see Section
606 of the applicable Debt Securities Indenture.
MODIFICATION AND WAIVER
We and the Debt Securities Trustee, without the consent of the holders of
the Debt Securities, may enter into one or more supplemental indentures for any
of the following purposes:
- to evidence the assumption by any permitted successor of our covenants in
the applicable indenture and the Debt Securities;
- to add one or more covenants or other provisions for the benefit of the
holders of outstanding Debt Securities or to surrender any right or power
conferred upon us by the applicable indenture;
- to add any additional events of default;
- to change or eliminate any provision of the applicable indenture or add
any new provision to it, but if this action would adversely affect the
interests of the holders of any particular series of Debt Securities in
any material respect, the action will not become effective with respect
to that series while any Debt Securities of that series remain
outstanding under the applicable indenture;
- to provide collateral security for the Debt Securities;
- to establish the form or terms of Debt Securities according to the
provisions of the applicable indenture;
- to evidence the acceptance of appointment of a successor Debt Securities
Trustee under the applicable indenture with respect to one or more series
of the Debt Securities and to add to or change any of the provisions of
the applicable indenture as necessary to provide for trust administration
under the applicable indenture by more than one trustee;
- to provide for the procedures required to permit the use of a
non-certificated system of registration for any series of Debt
Securities;
- to change any place where
-- the principal of and any premium and interest on any Debt Securities
are payable;
-- any Debt Securities may be surrendered for registration of transfer or
exchange; or
-- notices and demands to or upon us regarding Debt Securities and the
applicable indentures may be served; or
- to cure any ambiguity or inconsistency, but only by means of changes or
additions that will not adversely affect the interests of the holders of
Debt Securities of any series in any material respect.
For more information, see Section 1201 of the applicable Debt Securities
Indenture.
The holders of at least a majority in aggregate principal amount of the
outstanding Debt Securities of any series may waive
- compliance by us with certain provisions of the applicable indenture (see
Section 607 of the applicable Debt Securities Indenture); and
- any past default under the applicable indenture, except a default in the
payment of principal, premium, or interest and certain covenants and
provisions of the applicable indenture that cannot be modified or amended
without consent of the holder of each outstanding Debt Security of the
series affected (see Section 813 of the applicable Debt Securities
Indenture).
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The Trust Indenture Act of 1939 may be amended after the date of the
applicable indenture to require changes to the indenture. In this event, the
indenture will be deemed to have been amended so as to effect the changes, and
we and the Debt Securities Trustee may, without the consent of any holders,
enter into one or more supplemental indentures to evidence or effect the
amendment. For more information, see Section 1201 of the applicable Debt
Securities Indenture.
Except as provided in this section, the consent of the holders of a
majority in aggregate principal amount of the outstanding Debt Securities issued
pursuant to a Debt Securities Indenture, considered as one class, is required to
change in any manner the applicable indenture pursuant to one or more
supplemental indentures. If less than all of the series of Debt Securities
outstanding under a Debt Securities Indenture are directly affected by a
proposed supplemental indenture, however, only the consent of the holders of a
majority in aggregate principal amount of the outstanding Debt Securities of all
series directly affected, considered as one class, will be required.
Furthermore, if the Debt Securities of any series have been issued in more than
one tranche and if the proposed supplemental indenture directly affects the
rights of the holders of one or more, but not all, tranches, only the consent of
the holders of a majority in aggregate principal amount of the outstanding Debt
Securities of all tranches directly affected, considered as one class, will be
required. In addition, an amendment or modification
- may not, without the consent of the holder of each outstanding Debt
Security affected
-- change the maturity of the principal of, or any installment of
principal of or interest on, any Debt Securities;
-- reduce the principal amount or the rate of interest, or the amount of
any installment of interest, or change the method of calculating the
rate of interest;
-- reduce any premium payable upon the redemption of the Debt Securities;
-- reduce the amount of the principal of any Debt Security originally
issued at a discount from the stated principal amount that would be due
and payable upon a declaration of acceleration of maturity;
-- change the currency or other property in which a Debt Security or
premium or interest on a Debt Security is payable; or
-- impair the right to institute suit for the enforcement of any payment
on or after the stated maturity, or in the case of redemption, on or
after the redemption date, of any Debt Securities;
- may not reduce the percentage of principal amount requirement for consent
of the holders for any supplemental indenture, or for any waiver of
compliance with any provision of or any default under the applicable
indenture, or reduce the requirements for quorum or voting, without the
consent of the holder of each outstanding Debt Security of each series or
tranche affected; and
- may not modify provisions of the applicable indenture relating to
supplemental indentures, waivers of certain covenants and waivers of past
defaults with respect to the Debt Securities of any series, or any
tranche of a series, without the consent of the holder of each
outstanding Debt Security affected.
A supplemental indenture will be deemed not to affect the rights under the
applicable indenture of the holders of any series or tranche of the Debt
Securities if the supplemental indenture
- changes or eliminates any covenant or other provision of the applicable
indenture expressly included solely for the benefit of one or more other
particular series of Debt Securities or tranches thereof; or
- modifies the rights of the holders of Debt Securities of any other series
or tranches with respect to any covenant or other provision.
For more information, see Section 1202 of the applicable Debt Securities
Indenture.
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If we solicit from holders of the Debt Securities any type of action, we
may at our option by board resolution fix in advance a record date for the
determination of the holders entitled to vote on the action. We shall have no
obligation, however, to do so. If we fix a record date, the action may be taken
before or after the record date, but only the holders of record at the close of
business on the record date shall be deemed to be holders for the purposes of
determining whether holders of the requisite proportion of the outstanding Debt
Securities have authorized the action. For that purpose, the outstanding Debt
Securities shall be computed as of the record date. Any holder action shall bind
every future holder of the same security and the holder of every security issued
upon the registration of transfer of or in exchange for or in lieu of the
security in respect of anything done or permitted by the Debt Securities Trustee
or us in reliance on that action, whether or not notation of the action is made
upon the security. For more information, see Section 104 of the applicable Debt
Securities Indenture.
DEFEASANCE
Unless the applicable prospectus supplement provides otherwise, any Debt
Security, or portion of the principal amount of a Debt Security, will be deemed
to have been paid for purposes of the applicable indenture, and, at our
election, our entire indebtedness in respect of the Debt Security, or portion
thereof, will be deemed to have been satisfied and discharged, if we have
irrevocably deposited with the Debt Securities Trustee or any paying agent other
than us, in trust money, certain eligible obligations, as defined in the
applicable indenture, or a combination of the two, sufficient to pay principal
of and any premium and interest due and to become due on the Debt Security or
portion thereof. For more information, see Section 701 of the applicable Debt
Securities Indenture. For this purpose, unless the applicable prospectus
supplement provides otherwise, eligible obligations include direct obligations
of, or obligations unconditionally guaranteed by, the United States, entitled to
the benefit of full faith and credit of the United States, and certificates,
depositary receipts or other instruments that evidence a direct ownership
interest in those obligations or in any specific interest or principal payments
due in respect of those obligations.
RESIGNATION, REMOVAL OF DEBT SECURITIES TRUSTEE; APPOINTMENT OF SUCCESSOR
The Debt Securities Trustee may resign at any time by giving written notice
to us or may be removed at any time by an action of the holders of a majority in
principal amount of outstanding Debt Securities delivered to the Debt Securities
Trustee and us. No resignation or removal of the Debt Securities Trustee and no
appointment of a successor trustee will become effective until a successor
trustee accepts appointment in accordance with the requirements of the
applicable indenture. So long as no event of default or event that would become
an event of default has occurred and is continuing, and except with respect to a
Debt Securities Trustee appointed by an action of the holders, if we have
delivered to the Debt Securities Trustee a resolution of our board of directors
appointing a successor trustee and the successor trustee has accepted the
appointment in accordance with the terms of the applicable indenture, the Debt
Securities Trustee will be deemed to have resigned and the successor trustee
will be deemed to have been appointed as trustee in accordance with the
applicable indenture. For more information, see Section 910 of the applicable
Debt Securities Indenture.
NOTICES
We will give notices to holders of Debt Securities by mail to their
addresses as they appear in the Debt Security Register. For more information,
see Section 106 of the applicable Debt Securities Indenture.
TITLE
The Debt Securities Trustee and its agents, and we and our agents, may
treat the person in whose name a Debt Security is registered as the absolute
owner of that Debt Security, whether or not that Debt Security may be overdue,
for the purpose of making payment and for all other purposes. For more
information, see Section 308 of the applicable Debt Securities Indenture.
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GOVERNING LAW
The Debt Securities Indentures and the Debt Securities, including any
Subordinated Debt Securities Indentures and Subordinated Debt Securities, will
be governed by, and construed in accordance with, the law of the State of New
York. For more information, see Section 112 of the applicable Debt Securities
Indenture.
GLOBAL SECURITIES
We may issue some or all of the First Mortgage Bonds or Debt Securities of
any series as global securities. We will register each global security in the
name of a depositary identified in the applicable prospectus supplement. The
global securities will be deposited with a depositary or nominee or custodian
for the depositary and will bear a legend regarding restrictions on exchanges
and registration of transfer as discussed below and any other matters to be
provided pursuant to the indenture.
As long as the depositary or its nominee is the registered holder of a
global security, that person will be considered the sole owner and holder of the
global security and the securities represented by it for all purposes under the
securities and the indenture. Except in limited circumstances, owners of a
beneficial interest in a global security
- will not be entitled to have the global security or any securities
represented by it registered in their names;
- will not receive or be entitled to receive physical delivery of
certificated securities in exchange for the global security; and
- will not be considered to be the owners or holders of the global security
or any securities represented by it for any purposes under the securities
or the indenture.
We will make all payments of principal and any premium and interest on a
global security to the depositary or its nominee as the holder of the global
security. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. These laws
may impair the ability to transfer beneficial interests in a global security.
Ownership of beneficial interests in a global security will be limited to
institutions having accounts with the depositary or its nominee, called
"participants" for purposes of this discussion, and to persons that hold
beneficial interests through participants. When a global security is issued, the
depositary will credit on its book entry, registration and transfer system the
principal amounts of securities represented by the global security to the
accounts of its participants. Ownership of beneficial interests in a global
security will be shown only on, and the transfer of those ownership interests
will be effected only through, records maintained by
- the depositary, with respect to participants' interests; or
- any participant, with respect to interests of persons held by the
participants on their behalf.
Payments by participants to owners of beneficial interests held through the
participants will be the responsibility of the participants. The depositary may
from time to time adopt various policies and procedures governing payments,
transfers, exchanges and other matters relating to beneficial interests in a
global security. None of the following will have any responsibility or liability
for any aspect of the depositary's or any participant's records relating to, or
for payments made on account of, beneficial interests in a global security, or
for maintaining, supervising or reviewing any records relating to those
beneficial interests:
- us or our affiliates;
- the trustee under any indenture; or
- any agent of any of the above.
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PLAN OF DISTRIBUTION
Unless the applicable prospectus supplement provides otherwise, we expect
to sell the securities in any of three ways:
- through underwriters or dealers;
- directly through a limited number of institutional purchasers or to a
single purchaser; or
- through agents.
The applicable prospectus supplement will set forth the terms under which
the securities are offered, including
- the names of any underwriters, dealers or agents;
- the purchase price and the net proceeds to us from the sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price; and
- any discounts or concessions allowed, re-allowed or paid to dealers.
We or any underwriters or dealers may change from time to time any initial
public offering price and any discounts or concessions allowed or re-allowed or
paid to dealers.
If we use underwriters in the sale, the securities will be acquired by the
underwriters for their own account and may be resold in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless the
applicable prospectus supplement states otherwise, the obligations of the
underwriters to purchase the securities will be subject to certain conditions,
and the underwriters will be severally obligated to purchase all of the
securities, except that in certain cases involving a default by an underwriter,
less than all of the securities may be purchased. If we sell securities through
an agent, the applicable prospectus supplement will state the name and any
commission payable by us to the agent. Unless the prospectus supplement provides
otherwise, any agent acting for us will be acting on a best efforts basis for
the period of its appointment.
The applicable prospectus supplement will state whether we will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase securities at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified future date. These contracts will be subject
to the conditions set forth in the prospectus supplement. Additionally, the
prospectus supplement will set forth the commission payable for solicitation of
these contracts.
Agents and underwriters may be entitled, under agreements with us, to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933.
EXPERTS
The financial statements and schedule as of December 31, 2000 and 1999 and
for each of the years in the three-year period ended December 31, 2000, included
in our Annual Report on Form 10-K for the year ended December 31, 2000, have
been incorporated by reference in this prospectus and the registration statement
in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference in the prospectus, and given upon the
authority of that firm as experts in accounting and auditing.
20
22
As previously announced, on March 21, 2001, the Audit Committee of our
Board of Directors formally elected to engage Deloitte & Touche LLP as our
independent accountants and dismiss KPMG as such independent accountant.
Deloitte & Touche became our independent accountant upon KPMG's completion of
the 2000 audit and our issuance of the related financial statements. For
additional detail regarding our change in independent accountants, please refer
to "ITEM 9--Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure" included in our Form 10-K for the year ended December 31,
2000.
LEGAL OPINIONS
Unless the applicable prospectus supplement provides otherwise, R.
Alexander Glenn, Associate General Counsel of Florida Power Corporation, and
Hunton & Williams of Raleigh, North Carolina and Miami, Florida, our outside
counsel, will issue opinions about the legality of the offered securities for
us. Unless the applicable prospectus supplement provides otherwise, any
underwriters or agents will be advised about issues relating to any offering by
their own legal counsel, Pillsbury Winthrop LLP of New York, New York.
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23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ESTIMATED
ITEM TOTAL
- ---- -------------
Securities and Exchange Commission registration fee......... $ 95,000.00
Florida Documentary Stamp Tax............................... 2,205,000.00
Rating agencies' fees....................................... 650,000.00
Trustees' fees.............................................. 250,000.00
Counsels' fees.............................................. 350,000.00
Accountants' fees........................................... 90,000.00
Printing and engraving...................................... 35,000.00
Blue Sky fees............................................... 25,000.00
Miscellaneous............................................... 25,000.00
-------------
Total..................................................... $3,725,000.00
=============
All amounts other than the registration fee are estimated. The amount set forth
for the Florida Documentary Stamp Tax assumes that only First Mortgage Bonds are
issued for the full amount available under this registration statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, provided certain standards are met, including that such officer
or director acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his or her conduct was unlawful.
In the case of proceedings by or in the right of the corporation, the
Florida Act provides that, in general, a corporation may indemnify any person
who was or is a party to such proceeding by reason of the fact that he or she is
or was a director or officer of the corporation against expenses and amounts
paid in settlement actually and reasonably incurred in connection with the
defense or settlement of such proceeding, including the appeal thereof, provided
that such person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interest of the corporation, and
provided further that no indemnification shall be made in respect of any claim
as to which such person is adjudged liable unless, and only to the extent that,
a court of competent jurisdiction determines upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity.
To the extent that any officers or directors are successful on the merits
or otherwise in the defense of any of the proceedings described above, the
Florida Act provides that the corporation is required to indemnify such officers
or directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a
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conscious disregard for the best interest of the corporation in a proceeding by
or in the right of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.
Article 10 of our By-laws provides that we shall indemnify any director,
officer or employee or any former director, officer or employee to the full
extent permitted by law.
Progress Energy, Inc, our parent, has purchased insurance with respect to,
among other things, the liabilities that may arise under the statutory
provisions referred to above. Our directors and officers are also insured
against certain liabilities, including certain liabilities arising under the
Securities Act of 1933, that might be incurred by them in such capacities and
against which they are not indemnified by us.
ITEM 16. EXHIBITS.
1(a) -- Form of Underwriting Agreement for First Mortgage Bonds.
1(b) -- Form of Underwriting Agreement for Debt Securities.
*4(a) -- Indenture (for First Mortgage Bonds), dated as of January 1,
1944 (the "FMB Indenture"), between Florida Power and
Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees. (Filed as Exhibit B-18 to
Florida Power's Registration Statement on Form A-2 (No.
2-5293), as filed with the SEC on January 24, 1944.)
*4(b) -- Seventh Supplemental Indenture, dated as of July 1, 1956,
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the FMB
Indenture. (Filed as Exhibit 4(b) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788), as filed
with the SEC on September 27, 1991.)
*4(c) -- Eighth Supplemental Indenture, dated as of July 1, 1958,
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the FMB
Indenture. (Filed as Exhibit 4(c) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788), as filed
with the SEC on September 27, 1991.)
*4(d) -- Sixteenth Supplemental Indenture, dated as of February 1,
1970, between Florida Power and Morgan Guaranty Trust
Company of New York and The Florida National Bank of
Jacksonville, as Trustees, with reference to the
modification and amendment of the FMB Indenture. (Filed as
Exhibit 4(d) to Florida Power's Registration Statement on
Form S-3 (No. 33-16788), as filed with the SEC on September
27, 1991.)
*4(e) -- Twenty-ninth Supplemental Indenture, dated as of September
1, 1982, between Florida Power and Morgan Guaranty Trust
Company of New York and Florida National Bank, as Trustees,
with reference to the modification and amendment of the FMB
Indenture. (Filed as Exhibit 4(c) to Florida Power's
Registration Statement on Form S-3 (No. 2-79832), as filed
with the SEC on September 17, 1982.)
*4(f) -- Thirty-eighth Supplemental Indenture, dated as of July 25,
1994, between Florida Power and First Chicago Trust Company
of New York, as successor Trustee, Morgan Guaranty Trust
Company of New York, as resigning Trustee, and First Union
National Bank of Florida, as resigning Co-Trustee, with
reference to confirmation of First Chicago Trust Company of
New York as successor Trustee under the FMB Indenture.
(Filed as exhibit 4(f) to Florida Power's Registration
Statement on Form S-3 (No. 33-55273), as filed with the SEC
on August 29, 1994.)
4(g) -- Form of Supplemental Indenture relating to First Mortgage
Bonds.
4(h) -- Form of Indenture relating to Debt Securities.
5 -- Opinion of Hunton & Williams.
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25
12 -- Computation of Ratio of Earnings to Fixed Charges.
23(a) -- Consent of KPMG LLP.
23(b) -- The consent of Hunton & Williams is contained in its opinion
filed as Exhibit 5.
24 -- The Power of Attorney is contained on the signature page of
this Registration Statement.
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of First Chicago Trust Company of New York, as
Trustee under the Indenture relating to First Mortgage
Bonds.
+25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of the Trustee under an additional indenture
relating to Debt Securities.
- -------------------------
* Incorporated herein by reference as indicated.
+ To be filed on Form T-1 subsequent to effectiveness of this Registration
Statement and incorporated by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee under the Indenture to
act under subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Securities and Exchange
Commission under Section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on the 15th day of
June, 2001.
FLORIDA POWER CORPORATION
/s/ PETER M. SCOTT III
--------------------------------------
Peter M. Scott III
Executive Vice
President and
Chief Financial
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Peter M. Scott
III, William D. Johnson and Timothy S. Goettel, and each of them severally, as
their attorney-in-fact to sign in their name and on their behalf, in any and all
capacities stated below, and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments, to this
registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ H. WILLIAM HABERMEYER, JR. President and Chief Executive June 15, 2001
- ----------------------------------------------------- Officer and Director
H. William Habermeyer, Jr.
/s/ PETER M. SCOTT III Executive Vice President and June 15, 2001
- ----------------------------------------------------- Chief Financial Officer (and
Peter M. Scott III principal accounting
officer)and Director
/s/ WILLIAM D. JOHNSON Executive Vice President, General June 15, 2001
- ----------------------------------------------------- Counsel and Secretary and
William D. Johnson Director
/s/ WILLIAM S. ORSER Group President and Director June 15, 2001
- -----------------------------------------------------
William S. Orser
Chairman of the Board
- -----------------------------------------------------
William Cavanaugh III
/s/ ROBERT B. MCGEHEE Director June 15, 2001
- -----------------------------------------------------
Robert B. McGehee
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INDEX TO EXHIBITS
1(a) -- Form of Underwriting Agreement for First Mortgage Bonds.
1(b) -- Form of Underwriting Agreement for Debt Securities.
*4(a) -- Indenture (for First Mortgage Bonds), dated as of January 1,
1944 (the "FMB Indenture"), between Florida Power and
Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees. (Filed as Exhibit B-18 to
Florida Power's Registration Statement on Form A-2 (No.
2-5293), as filed with the SEC on January 24, 1944.)
*4(b) -- Seventh Supplemental Indenture, dated as of July 1, 1956,
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the FMB
Indenture. (Filed as Exhibit 4(b) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788), as filed
with the SEC on September 27, 1991.)
*4(c) -- Eighth Supplemental Indenture, dated as of July 1, 1958,
between Florida Power and Guaranty Trust Company of New York
and The Florida National Bank of Jacksonville, as Trustees,
with reference to the modification and amendment of the FMB
Indenture. (Filed as Exhibit 4(c) to Florida Power's
Registration Statement on Form S-3 (No. 33-16788), as filed
with the SEC on September 27, 1991.)
*4(d) -- Sixteenth Supplemental Indenture, dated as of February 1,
1970, between Florida Power and Morgan Guaranty Trust
Company of New York and The Florida National Bank of
Jacksonville, as Trustees, with reference to the
modification and amendment of the FMB Indenture. (Filed as
Exhibit 4(d) to Florida Power's Registration Statement on
Form S-3 (No. 33-16788), as filed with the SEC on September
27, 1991.)
*4(e) -- Twenty-ninth Supplemental Indenture, dated as of September
1, 1982, between Florida Power and Morgan Guaranty Trust
Company of New York and Florida National Bank, as Trustees,
with reference to the modification and amendment of the FMB
Indenture. (Filed as Exhibit 4(c) to Florida Power's
Registration Statement on Form S-3 (No. 2-79832), as filed
with the SEC on September 17, 1982.)
*4(f) -- Thirty-eighth Supplemental Indenture, dated as of July 25,
1994, between Florida Power and First Chicago Trust Company
of New York, as successor Trustee, Morgan Guaranty Trust
Company of New York, as resigning Trustee, and First Union
National Bank of Florida, as resigning Co-Trustee, with
reference to confirmation of First Chicago Trust Company of
New York as successor Trustee under the FMB Indenture.
(Filed as exhibit 4(f) to Florida Power's Registration
Statement on Form S-3 (No. 33-55273), as filed with the SEC
on August 29, 1994.)
4(g) -- Form of Supplemental Indenture relating to First Mortgage
Bonds.
4(h) -- Form of Indenture relating to Debt Securities.
5 -- Opinion of Hunton & Williams.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23(a) -- Consent of KPMG LLP.
23(b) -- The consent of Hunton & Williams is contained in its opinion
filed as Exhibit 5.
24 -- The Power of Attorney is contained on the signature page of
this Registration Statement.
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of First Chicago Trust Company of New York, as
Trustee under the Indenture relating to First Mortgage
Bonds.
+25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of the Trustee under an additional indenture
relating to Debt Securities.
- -------------------------
* Incorporated herein by reference as indicated.
+ To be filed on Form T-1 subsequent to effectiveness of this Registration
Statement and incorporated by reference.
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