As filed with the Securities and Exchange Commission on November 2, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2001
Commission File Exact name of registrant as specified in its charter, state I.R.S. Employer
Number of incorporation, address of principal executive offices, Identification Number
and telephone number
1-15929 Progress Energy, Inc. 56-2155481
410 S. Wilmington Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6411
State of Incorporation: North Carolina
The address of the registrant has not changed since the last report.
ITEM 5. OTHER EVENTS
(a) UNDERWRITING AGREEMENT. The Registrant has entered into an
Underwriting Agreement, dated October 24, 2001, by and between the Registrant
and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as representative
of the several underwriters, in connection with the offering of $800,000,000
aggregate principal amount of the Registrant's 5.85% Senior Notes due 2008 and
7.00% Senior Notes due 2031 (collectively, the "Notes"), registered with the
Securities and Exchange Commission on Form S-3 (Registration Statement Nos.
333-49920 and 333-69738). A copy of the Underwriting Agreement is filed as
Exhibit 1 to this Form 8-K.
(b) INDENTURE. The Registrant previously entered into an Indenture (For
Debt Securities), dated February 15, 2001, between the Registrant and Bank One
Trust Company, N.A., as Trustee and has entered into two Officer's Certificates
(each relating to one of the two series of the Notes), each dated October 30,
2001, between the Registrant and the Trustee, in connection with the offering of
the Notes. The Indenture (For Debt Securities) and the two Officer's
Certificates are filed as Exhibits 4(a), 4(b), and 4(c), respectively, to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
1 Underwriting Agreement, dated October 24, 2001, by and between the Registrant and J.P. Morgan Securities
Inc. and Salomon Smith Barney Inc., as representative of the several underwriters.
4(a) Indenture (For Debt Securities), dated February 15, 2001, between the Registrant and Bank One Trust
Company, N.A., as Trustee is hereby incorporated by reference (filed as Exhibit 4(a), Form 8-K, filed
February 27, 2001, File No. 1-15929).
4(b) Officer's Certificate (relating to the 5.85% Senior Notes due 2008), dated October 30, 2001, between the
Registrant and Bank One Trust Company, N.A., as Trustee.
4(c) Officer's Certificate (relating to the 7.00% Senior Notes due 2031), dated October 30, 2001, between the
Registrant and Bank One Trust Company, N.A., as Trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROGRESS ENERGY, INC.
Registrant
By: /s/ Peter M. Scott, III
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Peter M. Scott III
Executive Vice President and
Chief Financial Officer
Date: November 2, 2001
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EXHIBIT INDEX
1 Underwriting Agreement, dated October 24, 2001, by and between the Registrant and J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc., as representative of the several underwriters.
4(a) Indenture (For Debt Securities), dated February 15, 2001, between the Registrant and Bank One Trust Company, N.A., as
Trustee is hereby incorporated by reference (filed as Exhibit 4(a), Form 8-K, filed February 27, 2001, File No. 1-15929).
4(b) Officer's Certificate (relating to the 5.85% Senior Notes due 2008), dated October 30, 2001, between the Registrant and
Bank One Trust Company, N.A., as Trustee.
4(c) Officer's Certificate (relating to the 7.00% Senior Notes due 2031), dated October 30, 2001, between the Registrant and
Bank One Trust Company, N.A., as Trustee.
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