As filed with the Securities and Exchange Commission on August 30, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ 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): August 14, 2001 Commission Exact name of registrant as specified in its I.R.S. Employer File Number charter, state of incorporation, address of Identification principal executive offices, and telephone number 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 August 14, 2001, by and between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., as representative of the several underwriters, in connection with the offering of 12,650,000 shares of the Company's common stock, no par value, registered with the Securities and Exchange Commission on Form S-3 (Reg. No. 333-49920). A copy of the Underwriting Agreement is filed herewith as Exhibit 1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS. 1 Underwriting Agreement, dated August 14, 2001, by and between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., as representative of the several underwriters. 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 ------------------------ Peter M. Scott III Executive Vice President and Chief Financial Officer Date: August 30, 2001 EXHIBIT INDEX 1 Underwriting Agreement, dated August 14, 2001, by and between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., as representative of the several underwriters.