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As filed with the Securities and Exchange Commission on October 18, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 14, 1999
Exact name of Registrant as specified
Commission in its charter, address of principal State of I.R.S. Employer
File No. executive offices, telephone number Incorporation Identification No.
1-8349 FLORIDA PROGRESS CORPORATION Florida 59-2147112
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (727) 824-6400
1-3274 FLORIDA POWER CORPORATION Florida 59-0247770
One Progress Plaza
St. Petersburg, Florida 33701
Telephone (727) 820-5151
The address of neither registrant has changed since the last report.
This combined Form 8-K represents separate filings by Florida Progress
Corporation and Florida Power Corporation. Information contained herein relating
to an individual registrant is filed by that registrant on its own behalf.
Florida Power makes no representations as to the information relating to Florida
Progress' diversified operations.
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Item 5. Other Events
In light of ongoing securities offerings by Florida Progress
Corporation ("Florida Progress") and its subsidiaries, including Florida Power
Corporation ("Florida Power") and Progress Capital Holdings, Inc., the following
information is being presented pending distribution of the combined Florida
Progress and Florida Power Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999:
Florida Progress issued an Investor News report dated October 14, 1999
reporting third quarter 1999 earnings. A copy of the Investor News report is
being filed herewith as Exhibit 99.
In addition, Edward Moneypenny, Florida Progress' Senior Vice President
and Chief Financial Officer, has indicated that he was reasonably comfortable
that Florida Progress' financial results could range from $3.10 to $3.15
earnings per share for 1999 on an operating basis, or an increase of about 8.4%
to 10% over 1998, excluding the impact of a one-time $.04 per share gain related
to the buyout of a purchase power contract associated with a cogeneration
facility. He also indicated that, assuming a base range of $3.10 to $3.15 for
1999, and assuming Florida Progress can achieve its earnings growth rate target
of 5% per year, earnings per share for 2000 would be approximately $3.30.
Florida Progress also would like to report the following additional
information:
Litigation Updates
1. STATE OF OKLAHOMA, EX REL. JOHN P. CRAWFORD, INSURANCE COMMISSIONER V.
MID- CONTINENT LIFE INSURANCE COMPANY, DISTRICT COURT OF OKLAHOMA
COUNTY, STATE OF OKLAHOMA, CASE NO. CJ-97-2518-62
STATE OF OKLAHOMA, EX REL, JOHN P. CRAWFORD, INSURANCE COMMISSIONER AS
RECEIVER FOR MID-CONTINENT LIFE INSURANCE COMPANY V. FLORIDA PROGRESS
CORPORATION, A FLORIDA CORPORATION, JACK BARRON CRITCHFIELD, GEORGE
RUPPEL, THOMAS STEVEN KRZESINSKI, RICHARD KORPAN, RICHARD DONALD
KELLER, JAMES LACY HARLAN, GERALD WILLIAM MCRAE, THOMAS RICHARD DLOUHY,
ANDREW JOSEPH BEAL AND ROBERT TERRY STUART, JR., DISTRICT COURT OF
OKLAHOMA COUNTY, STATE OF OKLAHOMA, CASE NO. CJ-97- 2518-62 (PART OF
THE SAME CASE NOTED ABOVE).
MICHAEL FARRIMOND, PAMELA S. FARRIMOND, ANGELA FRY, JOWHNA HILL, AND
BARBARA HODGES, FOR THEMSELVES AND ALL OTHERS SIMILARLY SITUATED V.
FLORIDA PROGRESS CORPORATION, A FLORIDA CORPORATION, JACK BARRON
CRITCHFIELD, GEORGE RUPPEL, THOMAS STEVEN KRZESINSKI, RICHARD KORPAN,
RICHARD DONALD KELLER, JAMES LACY HARLAN, GERALD WILLIAM MCRAE, THOMAS
RICHARD DLOUHY, ANDREW JOSEPH BEAL AND ROBERT TERRY STUART, JR.,
DISTRICT COURT OF OKLAHOMA COUNTY, STATE OF OKLAHOMA, CASE NO.
CJ-99-130-65.
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See prior discussion of this matter in the 1998 Form 10-K, Item 3,
paragraph 6; the First Quarter Form 10-Q, Part II, Item 1, paragraph 3; and the
Second Quarter Form 10-Q, Part II, Item 1, paragraph 3. In the rehabilitation
proceeding, in October 1999, Oklahoma Insurance Commissioner Fisher signed a
Letter of Intent with Iowa-based Life Investors Insurance Company of America, a
wholly owned subsidiary of AEGON USA, Inc., concerning the assumption of all
policies of Mid-Continent Life Insurance Company ("MCL"). Pursuant to a second
Letter of Intent between the Commissioner and Florida Progress, Florida Progress
would assign all of MCL's stock to the receiver, and contribute $10 million to
help offset future premium rate increases or coverage reductions. The $10
million would be held in escrow and invested for the benefit of the
policyholders, and is expected to yield approximately $20 million. Any proposed
premium increases would be offset by this fund until it is exhausted. The
receiver in turn would seek to obtain court approval to release Florida Progress
from the receivership court and the dismissal with prejudice of currently
pending litigation by policyholders, and would cooperate in obtaining the
dismissal of any other currently pending or future litigation. The MCL plan is
scheduled to be considered by the Oklahoma County District Court in December
1999.
In the related Farrimond case, the Defendants' motion to dismiss was
granted on October 12, 1999.
2. LISA FRUCHTER, ON BEHALF OF HERSELF AND ALL OTHERS SIMILARLY SITUATED
V. FLORIDA PROGRESS CORPORATION; RICHARD KORPAN; CLARENCE V. MCKEE;
RICHARD A. NUNIS; JEAN GILES WITTNER; MICHAEL P. GRANEY; JOAN D.
RUFFIER; ROBERT T. STUART, JR.; W.D. FREDERICK; AND VINCENT J. NAIMOLI.
CIRCUIT COURT OF THE 6TH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY,
FLORIDA. CASE NO. 99-6167CI-20
In August 1999, Florida Progress announced that it entered into an
Agreement and Plan of Exchange with Carolina Power & Light Company ("CP&L") and
CP&L Holdings, Inc., a wholly owned subsidiary of CP&L ("Holdco"). Under the
terms of the Agreement, all of the outstanding shares of common stock of Florida
Progress would be acquired by Holdco in a statutory share exchange. On September
27, 1999, Florida Progress and its directors were served with the
above-referenced lawsuit, that was filed on September 14, 1999, seeking class
action status and injunctive relief (1) declaring that the Agreement and Plan of
Exchange was entered into in breach of the fiduciary duties of the Florida
Progress board of directors, (2) enjoining Florida Progress from proceeding with
the share exchange, (3) rescinding the Agreement and Plan of Exchange, (4)
enjoining any other business combination until an auction is conducted to obtain
the highest price possible for Florida Progress, (5) directing the Florida
Progress board of directors to commence such an auction, and (6) awarding the
class appropriate damages. The complaint also seeks an award of costs and
attorneys' fees. Florida Progress believes this suit is without merit, and
intends to vigorously defend against this action.
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A caution about forward looking statements
This report contains certain forward looking statements, including
projections regarding Florida Progress' earnings per share and the yield on
amounts to be escrowed for the benefit of MCL policyholders. These statements,
and any other statements contained herein that are not historical facts, are
forward-looking statements that are based on a series of projections and
estimates regarding the economy, the electric utility business and Florida
Progress' other businesses in general. Key factors that have a direct impact on
the ability to attain these projections include escrow investment results,
continued annual growth in customers, successful cost containment efforts and
the efficient operation of Florida Power's existing and future generating units.
If these projections and estimates regarding the economy, the electric utility
business and other factors differ materially from what actually occurs, or if
various legal or regulatory proceedings have unfavorable outcomes, then actual
results could vary significantly from the performance projected in the
forward-looking statements.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Number (by
reference to Item 601
of Regulation S-K) Description of Exhibit
99 Florida Progress Corporation Investor News report
dated October 14, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORIDA PROGRESS CORPORATION
FLORIDA POWER CORPORATION
By: /s/ Pamela A. Saari
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Pamela A. Saari
Treasurer of each Registrant
Date: October 14, 1999
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99 Florida Progress Corporation Investor News report dated
October 14, 1999.
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