As filed with the Securities and Exchange Commission on August 13, 2002
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): August 13, 2002
Commission File Exact name of registrant as specified in its charter, I.R.S. Employer
Number state of incorporation, address of principal executive Identification Number
offices, 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 9. REGULATION FD DISCLOSURE
The information in this report (including the exhibits) is furnished
pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The furnishing of this report is not intended
to constitute a determination by Progress Energy, Inc. that the information is
material or that the dissemination of the information is required by Regulation
FD.
On August 13, 2002, pursuant to Securities and Exchange Commission
Order No. 4-460 requiring the filing of sworn statements pursuant to Section
21(a)(1) of the Securities Exchange Act of 1934, as amended, the registrant
delivered to the Securities and Exchange Commission (the "Commission") sworn
statements of William Cavanaugh III, the registrant's principal executive
officer, and Peter M. Scott III, the registrant's principal financial officer,
both in the form specified by the Commission. Conformed copies of the sworn
statements are attached hereto as Exhibits 99.1 and 99.2.
On August 13, 2002, the registrant filed with the Commission its
Quarterly Report on Form 10-Q for the period ended June 30, 2002 accompanied by
the certifications of William Cavanaugh III, the registrant's chief executive
officer, and Peter M. Scott III, the registrant's chief financial officer,
required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. Conformed copies of the certifications are
attached hereto as Exhibits 99.3 and 99.4.
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/ Robert H. Bazemore, Jr.
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Robert H. Bazemore, Jr.
Vice President and Controller
(Chief Accounting Officer)
Date: August 13, 2002
EXHIBIT INDEX
99.1 Section 21(a)(1) Sworn Statement of Chief Executive Officer
99.2 Section 21(a)(1) Sworn Statement of Chief Financial Officer
99.3 Section 906 Certificate of Chief Executive Officer
99.4 Section 906 Certificate of Chief Financial Officer
Exhibit 99.1
Statement Under Oath of Principal Executive
Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating
To Exchange Act Filings
I, William Cavanaugh III, Chairman, President and Chief Executive Officer of
Progress Energy, Inc., state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Progress Energy, Inc., and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001
of Progress Energy, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Progress Energy, Inc. filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ William Cavanaugh III Subscribed and sworn to before me this 13th
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William Cavanaugh III day of August 2002.
Chairman, President and
Chief Executive Officer /s/ Debra C. Johnson
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August 13, 2002 Notary Public
My Commission Expires: August 8, 2004
Exhibit 99.2
Statement Under Oath of Principal Executive
Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating
To Exchange Act Filings
I, Peter M. Scott III, Executive Vice President and Chief Financial Officer of
Progress Energy, Inc., state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Progress Energy, Inc., and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001
of Progress Energy, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Progress Energy, Inc. filed with
the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Peter M. Scott III Subscribed and sworn to before me this 13th
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Peter M. Scott III day of August 2002.
Executive Vice President and
Chief Financial Officer /s/ Debra C. Johnson
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August 13, 2002 Notary Public
My Commission Expires: August 8, 2004
Exhibit 99.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Progress
Energy, Inc. (the "Company") for the period ending June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
William Cavanaugh III, Chairman, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ William Cavanaugh III
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William Cavanaugh III
Chairman, President and
Chief Executive Officer
August 13, 2002
Exhibit 99.4
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Progress
Energy, Inc. (the "Company") for the period ending June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Peter M. Scott III, Executive Vice President and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Peter M. Scott III
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Peter M. Scott III
Executive Vice President and
Chief Financial Officer
August 13, 2002