As filed with the Securities and Exchange Commission on April 22, 2002
UNITED STATES
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): April 17, 2002
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 April 11, 2002, by and between the Registrant and
Banc of America Securities LLC 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 6.05% Senior Notes due 2007 and
6.85% Senior Notes due 2012 (collectively, the "Notes"), registered with the
Securities and Exchange Commission on Form S-3 (Registration Statement Nos.
333-69738 and 333-81278). A copy of the Underwriting Agreement is filed as
Exhibit 1 to this Form 8-K.
(b) CORPORATE CREDIT AND NOTES RATINGS. The Notes have been assigned
ratings of Baa1 by Moody's Investors Service, Inc. and BBB by Standard & Poor's
Rating Services. A rating reflects only the view of a rating agency and is not a
recommendation to buy, sell or hold the Senior Notes. Any rating can be revised
upward or downward or withdrawn at any time by a rating agency if it decides the
circumstances warrant that change.
On March 28, 2002, Standard & Poor's affirmed the Registrant's corporate
credit rating (BBB+) and the ratings of Florida Power Corporation, Carolina
Power & Light Company and the Registrant's other subsidiaries but revised the
outlook to negative from stable.
On April 10, 2002, Moody's revised its outlook to negative from stable on
the Registrant's senior unsecured debt (Baa1). Moody's maintains a stable
outlook for both of the Registrant's electric utilities, Florida Power and
Carolina Power & Light.
(c) 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 April 17,
2002, 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 April 11, 2002, by and between the
Registrant and Banc of America Securities LLC 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
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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 6.05% Senior Notes
due 2007), dated April 17, 2002, between the Registrant and
Bank One Trust Company, N.A., as Trustee.
4(c) Officer's Certificate (relating to the 6.85% Senior Notes
due 2012), dated April 17, 2002, 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
-----------------------
Peter M. Scott, III
Executive Vice President and
Chief Financial Officer
Date: April 22, 2002
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EXHIBIT INDEX
1 Underwriting Agreement, dated April 11, 2002, by and between the Registrant
and Banc of America Securities LLC 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 6.05% Senior Notes due 2007), dated
April 17, 2002, between the Registrant and Bank One Trust Company, N.A., as
Trustee.
4(c) Officer's Certificate (relating to the 6.85% Senior Notes due 2012), dated
April 17, 2002, between the Registrant and Bank One Trust Company, N.A., as
Trustee.
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