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): November 18, 2004
Exact name of registrants as specified in I.R.S. Employer
Commission their charters, state of incorporation, address Identification
File Number of 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) 546-6111
State of Incorporation: North Carolina
1-8349 Florida Progress Corporation 59-2147112
410 S. Wilmington Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6111
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 two registrants: Progress Energy,
Inc. and Florida Progress Corporation. Information contained herein relating to
any individual registrant is filed by such registrant solely on its own behalf.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2004, Winchester Production Company, Ltd. and TGG Pipeline Ltd.,
both of which are indirect subsidiaries of Florida Progress Corporation and
Progress Energy, Inc., entered into an agreement with EnCana Oil & Gas (USA),
Inc. for the sale of certain oil and gas interests and related assets located in
the Fort Worth basin of Texas for a sale price of $255 million in cash. The
transaction is expected to close by the end of the year and is subject to
customary closing provisions and adjustments. If the transaction does not close
by December 30, 2004, the agreement will terminate unless it is extended by
mutual agreement of the parties.
This combined report contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The matters discussed throughout this document that are not historical
facts are forward-looking and, accordingly, 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.
Any forward-looking statement speaks only as of the date on which such statement
is made, and neither Progress Energy, Inc. (Progress Energy or the Company) nor
Florida Progress Corporation (FPC) undertakes any obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made.
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; our ability 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, Inc. and its
subsidiaries' commercial and industrial customers; the ability of the Company'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; the Company's ability to control costs, including pension and
benefit expense, and achieve its cost management targets for 2007; 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 fuel businesses; the
impact to our financial condition and performance in the event it is determined
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.
These and other risk factors are detailed from time to time in the Progress
Energy and FPC United States Securities and Exchange Commission (SEC) reports.
Many, but not all of the factors that may impact actual results are discussed in
the Risk Factors sections of Progress Energy's and FPC's annual reports on Form
10-K for the year ended December 31, 2003, which were filed with the SEC on
March 12, 2004. These reports should be read carefully. All such factors are
difficult to predict, contain uncertainties that may materially affect actual
results and may be beyond the control of Progress Energy and FPC. New factors
emerge from time to time, and it is not possible for management to predict all
such factors, nor can it assess the effect of each such factor on Progress
Energy and FPC.
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. and
FLORIDA PROGRESS CORPORATION
Registrants
By: /s/Geoffrey S. Chatas
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Geoffrey S. Chatas
Executive Vice President and
Chief Financial Officer
Date: November 23, 2004