UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 19, 2004
Commission Exact names of registrants as specified in IRS Employer
File Number their charters, state of incorporation, Identification
address of principal executive offices, Number
and telephone number
1-15929 PROGRESS ENERGY, INC. 56-2155481
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6111
State of Incorporation: North Carolina
1-8349 FLORIDA PROGRESS CORPORATION 59-2147112
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6111
State of Incorporation: Florida
1-3382 CAROLINA POWER & LIGHT COMPANY 56-0165465
d/b/a Progress Energy Carolinas, Inc.
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6111
State of Incorporation: North Carolina
1-3274 FLORIDA POWER CORPORATION 59-0247770
d/b/a Progress Energy Florida, Inc.
100 Central Avenue
St. Petersburg, Florida 33701-3324
Telephone: (727) 820-5151
State of Incorporation: Florida
None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This combined Form 8-K is filed separately by four registrants: Progress Energy,
Inc., Florida Progress Corporation, Carolina Power & Light Company d/b/a
Progress Energy Carolinas, Inc. and Florida Power Corporation d/b/a Progress
Energy Florida, Inc. Information contained herein relating to any individual
registrant is filed by such registrant solely on its own behalf.
Section 2 Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Between October 19, 2004 and November 1, 2004, Progress Energy, Inc. ("Progress
Energy") and its subsidiaries Carolina Power & Light Company, d/b/a Progress
Energy Carolinas, Inc. ("PEC") and Florida Power Corporation, d/b/a Progress
Energy Florida, Inc. ("PEF") (collectively, the "Companies") borrowed a net
total of $535 million ($365 million by Progress Energy; $115 million by PEC; and
$55 million by PEF) under certain long-term revolving credit facilities. In
addition, PEF and PEC borrowed $170 million and $90 million, respectively, under
their short-term credit facilities. The Companies will use the borrowed funds to
pay off maturing commercial paper and for other cash needs. This action was
taken due to the uncertain impact on the Companies' ability to access the
commercial paper markets resulting from recent ratings actions taken by Standard
& Poor's ("S&P") credit rating agency and Moody's Investor Services ("Moody's").
Both S&P and Moody's ratings agencies changed their outlook for Progress Energy
to negative from stable. To date, the Companies' access to the commercial paper
markets has not been materially impacted by the rating agencies' actions. The
Companies are still assessing the impacts of the rating agencies' actions, but
have not experienced and do not anticipate any material liquidity concerns from
such actions.
The Companies' long-term credit facilities were arranged through a syndication
of financial institutions and support the Companies' commercial paper programs.
The Progress Energy five-year facility expires on August 5, 2009. The PEC
three-year facility expires on July 31, 2005 and the PEF three-year facility
expires on April 1, 2006. Borrowings under each facility must be repaid by the
expiration date of that facility.
Each of the credit facilities contains various cross default and other
acceleration provisions and has been previously disclosed and filed with the
Securities and Exchange Commission. In addition, the Companies' filings with the
Securities and Exchange Commission provide additional discussion of the risks
associated with a credit ratings downgrade. You should carefully review such
filings, particularly the "Risk Factors" section of the Companies' Forms 10-K
for the year ended December 31, 2003.
This report contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements involve estimates, projections, goals, forecasts,
assumptions, risks and uncertainties that could cause actual results or outcomes
to differ materially from those expressed in the forward-looking statements.
Examples of factors that you should consider with respect to any forward-looking
statements made throughout this document include, but are not limited to, the
following: the impact of fluid and complex government laws and regulations,
including those relating to the environment; deregulation or restructuring in
the electric industry that may result in increased competition and unrecovered
(stranded) costs; the uncertainty regarding the timing, creation and structure
of regional transmission organizations; weather conditions that directly
influence the demand for electricity; the ability of PEC and PEF to recover
through the regulatory process, and the timing of, the costs associated with the
four hurricanes that impacted our service territory in 2004 or other significant
weather events; recurring seasonal fluctuations in demand for electricity;
fluctuations in the price of energy commodities and purchased power; economic
fluctuations and the corresponding impact on Progress Energy and its
subsidiaries' (the "Company") commercial and industrial customers; the ability
of Progress Energy's subsidiaries to pay upstream dividends or distributions to
it; the impact on the facilities and the businesses of the Company from a
terrorist attack; the inherent risks associated with the operation of nuclear
facilities, including environmental, health, regulatory and financial risks; the
ability to successfully access capital markets on favorable terms; the impact
that increases in leverage may have on the Company; the ability of the Company
to maintain its current credit ratings; the impact of derivative contracts used
in the normal course of business by the Company; investment performance of
pension and benefit plans and the ability to control costs; the availability and
use of Internal Revenue Code Section 29 (Section 29) tax credits by synthetic
fuel producers and the Company's continued ability to use Section 29 tax credits
related to its coal and synthetic fuels businesses; the impact to the Company's
financial condition and performance in the event it is determined that the
Company is not entitled to previously taken Section 29 tax credits; the
Company's ability to manage the risks involved with the operation of its
nonregulated plants, including dependence on third parties and related
counter-party risks, and a lack of operating history; the Company's ability to
manage the risks associated with its energy marketing operations; the outcome of
any ongoing or future litigation or similar disputes and the impact of any such
outcome or related settlements; and unanticipated changes in operating expenses
and capital expenditures. Many of these risks similarly impact the Company's
subsidiaries.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
PROGRESS ENERGY, INC.,
FLORIDA PROGRESS CORPORATION,
CAROLINA POWER & LIGHT COMPANY
d/b/a PROGRESS ENERGY CAROLINAS, INC. and
FLORIDA POWER CORPORATION
d/b/a PROGRESS ENERGY FLORIDA, INC.
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Registrants
By: /s/ Geoffrey S. Chatas
----------------------
Geoffrey S. Chatas
Executive Vice President and
Chief Financial Officer
Date: November 3, 2004