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As filed with the Securities and Exchange Commission on February 27, 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):
February 14, 2001
Commission Exact name of registrant as specified in its I.R.S. Employer
File Number charter, state of incorporation, address of Identification Number
principal executive offices, and telephone number
1-15929 Progress Energy, Inc. 56-2155481
411 Fayetteville 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.
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ITEM 5. OTHER EVENTS
(a) UNDERWRITING AGREEMENT. The Registrant has entered into an
Underwriting Agreement, dated February 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 $3,200,000,000 aggregate principal amount of the Company's 6.55%
Senior Notes due 2004, 6.75% Senior Notes due 2006, 7.10% Senior Notes due 2011,
and 7.75% Senior Notes due 2031 (collectively, the "Notes"), 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.
(b) INDENTURE. The Registrant entered into an Indenture (For Debt
Securities), dated February 15, 2001, and four Officer's Certificates (each
relating to one of four series of the Notes), each dated February 22, 2001,
between the Registrant and Bank One Trust Company, N.A., as Trustee, in
connection with the offering of the Notes. Copies of the Indenture (For Debt
Securities) and the four Officer's Certificates are filed herewith as Exhibits
4(a), 4(b), 4(c), 4(d) and 4(e), respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
1 Underwriting Agreement, dated February 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.
4(a) Indenture (For Debt Securities), dated February 15, 2001, between
the Registrant and Bank One Trust Company, N.A., as Trustee.
4(b) Officer's Certificate (relating to the 6.55% Senior Notes due
2004), dated February 22, 2001, between the Registrant and Bank
One Trust Company, N.A., as Trustee.
4(c) Officer's Certificate (relating to the 6.75% Senior Notes due
2006), dated February 22, 2001, between the Registrant and Bank
One Trust Company, N.A., as Trustee.
4(d) Officer's Certificate (relating to the 7.10% Senior Notes due
2011), dated February 22, 2001, between the Registrant and Bank
One Trust Company, N.A., as Trustee.
4(e) Officer's Certificate (relating to the 7.75% Senior Notes due
2031), dated February 22, 2001, between the Registrant and Bank
One Trust Company, N.A., as Trustee.
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: February 27, 2001
EXHIBIT INDEX
1 Underwriting Agreement, dated February 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.
4(a) Indenture (For Debt Securities), dated February 15, 2001, between the
Registrant and Bank One Trust Company, N.A., as Trustee.
4(b) Officer's Certificate (relating to the 6.55% Senior Notes due 2004), dated
February 22, 2001, between the Registrant and Bank One Trust Company, N.A.,
as Trustee.
4(c) Officer's Certificate (relating to the 6.75% Senior Notes due 2006), dated
February 22, 2001, between the Registrant and Bank One Trust Company, N.A.,
as Trustee.
4(d) Officer's Certificate (relating to the 7.10% Senior Notes due 2011), dated
February 22, 2001, between the Registrant and Bank One Trust Company, N.A.,
as Trustee.
4(e) Officer's Certificate (relating to the 7.75% Senior Notes due 2031), dated
February 22, 2001, between the Registrant and Bank One Trust Company, N.A.,
as Trustee.