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): December 7, 2004
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Exact names of registrants as specified in
their charters, state of incorporation, IRS Employer
Commission address of principal executive offices, Identification
File Number and telephone number Number
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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, and is not, and
shall not be deemed to be filed or disclosed by any other registrant listed
above.
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2004, the Organization and Compensation Committee of the Board of
Directors (the "Committee") of Progress Energy, Inc. (the "Company") approved
certain amendments to certain of the Company's compensation plans. The
amendments, which are described below, will become effective on January 1, 2005.
Performance Share Sup-Plan ("PSSP")
The Committee approved the following amendments to the Company's PSSP:
(i) each December, the Committee will determine the appropriate peer group
of utilities that will be used for the following year's award in
computing the performance multipliers that are used to calculate the
number of vested performance shares in each PSSP participant's account
at the end of the three year performance period;
(ii) the two highest and two lowest performing utilities within the peer
group shall be excluded for purposes of determining peer group
performance;
(iii)awards that are paid out following an executive's retirement shall be
adjusted similar to other awards of other executives, except the award
would not accrue dividends during the period from the executive's
retirement date to the time of regular payment of the award at the end
of the three year performance period; and
(iv) distributions to key employees must be delayed until at least six (6)
months after a separation from service termination event, including
retirement.
The Company recently ceased granting stock options. Effective January 1, 2005,
long-term incentive compensation that was previously awarded to employees in the
form of stock options will be awarded pursuant to the PSSP. As a result, the
number of PSSP participants will increase. Also effective January 1, 2005,
awards granted pursuant to the PSSP will be payable in Company common stock
rather than in cash, and only individuals who are employed as Department Heads
or in higher level positions will be eligible to defer payment of their PSSP
awards.
Amended Management Incentive Compensation Plan ("MICP")
The Committee also approved amendments to the Company's MICP that:
(i) eliminate award threshold performance requirements related to the
Company's EBITDA growth and return on common equity, and rely,
instead, on the establishment of appropriate threshold, target
and outstanding level goals to determine award eligibility;
(ii) provide that the fund available for MICP awards will be
determined primarily by corporate financial performance,
including the Company's earnings per share, legal entity EBITDA,
and the achievement of "target" level goals under the Company's
Employee Cash Incentive Plan, with the Committee designated to
approve threshold, target and outstanding levels for the
Company's on-going earnings per share and legal entity EBITBA at
the beginning of each calendar year;
(iii)eliminate the Individual/Non-Corporate component of awards, and
provide that MICP awards will be allocated based upon
management's determination of each participant's individual
performance and leadership ratings; and
(iv) provide that deferral elections must be made prior to the
beginning of the year in which the award is earned; no changes in
award form (lump sum versus annual installments) or distribution
dates are allowed; and distributions to "key employees" must be
delayed until at least six months after a separation from service
termination event, including retirement. The changes related to
deferrals apply only to awards deferred after December 31, 2004.
The Amended Management Incentive Compensation Plan is filed as Exhibit 10(i) to
this Current Report on Form 8-K.
Management Deferred Compensation Plan ("MDCP")
In addition, the Committee approved amendments to the Company's MDCP that are
required for compliance with the American Jobs Creation Act of 2004. The
approved amendments apply to amounts deferred after December 31, 2004, and
provide that:
o no changes in the distribution dates for awards will be allowed;
o no changes in the form of distribution (i.e. lump sum versus
annual installments) will be allowed;
o the distribution of deferred balances to key employees must be
delayed until at least six months after a separation from service
termination event, including retirement; and
o the acceleration of award payments is prohibited.
* * * * *
On December 8, 2004, the Board of Directors (the "Board") of the Company
approved certain amendments to other non-qualified deferred compensation plans
in which the Company's executives and/or directors are eligible to participate.
Many of the changes were necessitated by the American Jobs Creation Act of 2004.
The amendments that were approved by the Board will become effective on January
1, 2005, and are described below.
Supplemental Senior Executive Retirement Plan
The amendment provides that distributions to key employees must be delayed until
at least six months after a separation from service termination event, including
retirement, but excluding death.
Restoration Retirement Plan
The amendments provide that:
(i) distributions to key employees must be delayed until at least six
months after a separation from service termination event,
including retirement, but excluding death; and
(ii) acceleration of payments is generally prohibited.
Management Change-in-Control Plan
The amendment provides that distributions to key employees must be delayed until
at least six months after a separation from service termination event, including
retirement, but excluding death.
Deferred Compensation Plan for Directors
The amendments provide that no changes in the form of distribution of awards
(lump sum versus annual installments) are allowed on amounts deferred after
December 31, 2004.
The Deferred Compensation Plan for Board of Directors--Method of Payment
Agreement is filed as Exhibit 10(ii) to this Current Report on Form 8-K.
Non-Employee Director Stock Unit Plan (the "Unit Plan")
The amendments:
(i) provide that the initial payment method election must be made
within 30 days after an individual becomes a participant in the
Unit Plan;
(ii) provide that no changes in the form of distribution (lump sum
versus annual installments) are allowed on amounts deferred after
December 31, 2004;
(iii)increase the annual grant of deferred stock units to be granted
under the Unit Plan from 350 to 1,200 stock units, effective
January 1, 2005; and
(iv) discontinue the matching program for units acquired under the
Unit Plan.
The Progress Energy, Inc. Non-Employee Director Stock Unit Plan is filed as
Exhibit 10(iii) to this Current Report on Form 8-K.
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 the Company, Florida Progress Corporation, Carolina Power &
Light Company d/b/a Progress Energy Carolinas, Inc. nor Florida Power
Corporation d/b/a Progress Energy Florida, Inc. 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.
Section 9 - Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10(i) Amended Management Incentive Compensation Plan of Progress Energy, as
amended January 1, 2005.
10(ii) Deferred Compensation Plan for Board of Directors-Method of Payment
Agreement.
10(iii) Progress Energy, Inc. Non-Employee Director Stock Unit Plan.
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
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Geoffrey S. Chatas
Executive Vice President and
Chief Financial Officer
Date: December 13, 2004