SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 to
CURRENT REPORT
ON FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
November 30, 2000
Exact name of registrants as specified
Commission in their charters, address of principal State of I.R.S. Employer
File Number executive offices, and telephone number Incorporation Identification No.
1-15929 PROGRESS ENERGY, INC. North Carolina 56-2155481
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6411
The address of the registrant has not changed since the last report.
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The registrant hereby amends Item 7 of the Current Report on Form 8-K dated
November 30, 2000 to include financial statements of business acquired and pro
forma financial information in accordance with Item 7(a) (4). Except as set
forth in Item 7 below, no other changes are made to the Current Report on Form
8-K dated November 30, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired:
The audited financial statements of Florida Progress Corporation and Florida
Power Corporation as of December 31, 1999 and 1998 and for the three years ended
December 31, 1999, together with the report thereon by KPMG LLP, independent
certified public accountants for Florida Progress Corporation and Florida Power
Corporation, are included in Item 8 on Form 10-K that is attached as Exhibit
13.1 and incorporated herein by reference. The unaudited financial statements of
Florida Progress Corporation and Florida Power Corporation as of September 30,
2000 and for the three and nine months ended September 30, 2000 and 1999 are
included in Item 1 on Form 10-Q that is attached as Exhibit 13.2 and
incorporated herein by reference.
(b) Pro Forma Financial Information.
On June 19, 2000 Carolina Power & Light Company (CP&L) was reorganized into a
holding company structure and all of the shares of common stock of CP&L were
exchanged for an equal number of shares of common stock of CP&L Energy, Inc.
(CP&L Energy). On December 4, 2000, CP&L Energy changed its name to Progress
Energy, Inc. (Progress Energy).
The Unaudited Pro Forma Combined Condensed Financial Statements of Progress
Energy and Florida Progress (the "Pro Forma Financial Statements"), which are
Exhibits to this filing, illustrate the pro forma effects of the share exchange
between Progress Energy and Florida Progress accounted for as a purchase
business combination. The Unaudited Pro Forma Combined Condensed Balance Sheet
has been prepared as if the share exchange had occurred on September 30, 2000,
using actual November 30, 2000 share exchange data. The Unaudited Pro Forma
Combined Condensed Statements of Income have been prepared as if the share
exchange had been consummated on January 1, 1999, using purchase accounting
adjustments that were calculated based on the Unaudited Pro Forma Combined
Condensed Balance Sheet.
A final determination of required purchase accounting adjustments has not been
completed; accordingly, the purchase accounting adjustments made in the
development of the Pro Forma Financial Statements are preliminary and have been
made solely for purposes of developing the pro forma information. The unaudited
pro forma financial information is presented for illustration purposes only in
accordance with the assumptions set forth therein; is not necessarily indicative
of the operating results or financial position that would have occurred based on
the share exchange having occurred as of the dates indicated; nor is it
necessarily indicative of future operating results or financial position of the
combined enterprise.
The Pro Forma Financial Statements do not contain any adjustments to reflect
cost savings or other benefits anticipated as a result of the share exchange and
integration of the companies, nor do they contain anticipated integration costs.
(c) Exhibits.
1.1 Amended and Restated Agreement and Plan of Exchange, dated as of
August 22, 1999, as amended and restated as of March 3, 2000, among
Carolina Power & Light Company, CP&L Energy, Inc. and Florida
Progress Corporation (incorporated by reference to Annex A of CP&L
Energy's definitive joint proxy statement/prospectus contained in
CP&L Energy's Registration Statement on Form S-4) (File No. 333-
40836).
4.1 Contingent Value Obligation Agreement, dated as of November 30,
2000, between CP&L Energy, Inc. and The Chase Manhattan Bank, as
Trustee (filed previously).
13.1 Financial statements of Florida Progress Corporation and Florida
Power Corporation as of December 31, 1999 and 1998 and for the
three years ended December 31, 1999 (File Nos. 1-8349 and 1-3274)
(filed herewith).
13.2 Financial statements of Florida Progress Corporation and Florida
Power as of September 30, 2000 and for the three and nine months
ended September 30, 2000 and 1999 (File Nos. 1-8349 and 1-3274)
(filed herewith).
23.1 Consent of KPMG LLP (filed herewith).
99.1 Press Release, dated November 30, 2000 (filed previously).
99.2 Progress Energy, Inc. unaudited pro forma combined condensed
financial statements and related footnotes, as of and for the nine
months ended September 30, 2000 and for the year ended December 31,
1999. (filed herewith)
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
By: /s/ Robert H. Bazemore, Jr
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Robert H. Bazemore, Jr
Vice President and Controller
(Chief Accounting Officer)
Date: January 24, 2001
INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
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1.1 Amended and Restated Agreement and Plan of Exchange, dated
as of August 22, 1999, as amended and restated as of March
3, 2000, among Carolina Power & Light Company, CP&L
Energy, Inc. and Florida Progress Corporation
(incorporated by reference to Annex A of CP&L Energy's
definitive joint proxy statement/prospectus contained in
CP&L Energy's Registration Statement on Form S-4) (File
No. 333-40836).
4.1 Contingent Value Obligation Agreement, dated as of
November 30, 2000, between CP&L Energy, Inc. and The Chase
Manhattan Bank, as Trustee (filed previously).
13.1 Financial statements of Florida Progress Corporation and
Florida Power Corporation as of December 31, 1999 and 1998
and for the three years ended December 31, 1999.
13.2 Financial statements of Florida Progress Corporation and
Florida Power Corporation as of September 30, 2000 and for
the three and nine months ended September 30, 2000 and
1999.
23.1 Consent of KPMG LLP.
99.1 Press Release, dated November 30, 2000 (filed previously).
99.2 Progress Energy, Inc. unaudited pro forma combined
condensed financial statements and related footnotes, as
of and for the nine months ended September 30, 2000 and
for the year ended December 31, 1999.