Florida Progress Corp, et al. – ‘8-K’ for 10/14/99

On:  Monday, 10/18/99   ·   For:  10/14/99   ·   Accession #:  950144-99-11947   ·   File #s:  1-03274, 1-08349

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Florida Progress Corp./ Florida Power Corp.            6     20K 
 2: EX-99       Florida Progress Corporation Investor News Report      6     34K 

8-K   —   Florida Progress Corp./ Florida Power Corp.
Document Table of Contents

8-K
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As filed with the Securities and Exchange Commission on October 18, 1999

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 14, 1999

                                                                [Download Table]

            Exact name of Registrant as specified                                   
Commission  in its charter, address of principal     State of      I.R.S. Employer  
File No.    executive offices, telephone number    Incorporation  Identification No.

                                                                                    
1-8349      FLORIDA PROGRESS CORPORATION              Florida        59-2147112     
            One Progress Plaza                                                      
            St. Petersburg, Florida 33701                                           
            Telephone (727) 824-6400                                                

1-3274      FLORIDA POWER CORPORATION                 Florida        59-0247770     
            One Progress Plaza                                                      
            St. Petersburg, Florida 33701                                           
            Telephone (727) 820-5151                                                

The address of neither registrant has changed since the last report.            

This combined Form 8-K represents separate filings by Florida Progress          
Corporation and Florida Power Corporation. Information contained herein relating
to an individual registrant is filed by that registrant on its own behalf.      
Florida Power makes no representations as to the information relating to Florida
Progress' diversified operations.                                               

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Item 5.   Other Events                                                          

In light of ongoing securities offerings by Florida Progress  
Corporation ("Florida Progress") and its subsidiaries, including Florida Power  
Corporation ("Florida Power") and Progress Capital Holdings, Inc., the following
information is being presented pending distribution of the combined Florida     
Progress and Florida Power Quarterly Report on Form 10-Q for the quarter ended  
September 30, 1999:                                                             

        Florida Progress issued an Investor News report dated October 14, 1999
reporting third quarter 1999 earnings. A copy of the Investor News report is    
being filed herewith as Exhibit 99.                                             

         In addition, Edward Moneypenny, Florida Progress' Senior Vice President
and Chief Financial Officer, has indicated that he was reasonably comfortable   
that Florida Progress' financial results could range from $3.10 to $3.15        
earnings per share for 1999 on an operating basis, or an increase of about 8.4% 
to 10% over 1998, excluding the impact of a one-time $.04 per share gain related
to the buyout of a purchase power contract associated with a cogeneration       
facility. He also indicated that, assuming a base range of $3.10 to $3.15 for   
1999, and assuming Florida Progress can achieve its earnings growth rate target 
of 5% per year, earnings per share for 2000 would be approximately $3.30.       

     Florida Progress also would like to report the following additional
information:                                                                    

Litigation Updates                                                              

1.       STATE OF OKLAHOMA, EX REL. JOHN P. CRAWFORD, INSURANCE COMMISSIONER V. 
   MID- CONTINENT LIFE INSURANCE COMPANY, DISTRICT COURT OF OKLAHOMA
COUNTY, STATE OF OKLAHOMA, CASE NO. CJ-97-2518-62             

        STATE OF OKLAHOMA, EX REL, JOHN P. CRAWFORD, INSURANCE COMMISSIONER AS
       RECEIVER FOR MID-CONTINENT LIFE INSURANCE COMPANY V. FLORIDA PROGRESS
     CORPORATION, A FLORIDA CORPORATION, JACK BARRON CRITCHFIELD, GEORGE
  RUPPEL, THOMAS STEVEN KRZESINSKI, RICHARD KORPAN, RICHARD DONALD
         KELLER, JAMES LACY HARLAN, GERALD WILLIAM MCRAE, THOMAS RICHARD DLOUHY,
    ANDREW JOSEPH BEAL AND ROBERT TERRY STUART, JR., DISTRICT COURT OF
      OKLAHOMA COUNTY, STATE OF OKLAHOMA, CASE NO. CJ-97- 2518-62 (PART OF
THE SAME CASE NOTED ABOVE).                                   

      MICHAEL FARRIMOND, PAMELA S. FARRIMOND, ANGELA FRY, JOWHNA HILL, AND
     BARBARA HODGES, FOR THEMSELVES AND ALL OTHERS SIMILARLY SITUATED V.
  FLORIDA PROGRESS CORPORATION, A FLORIDA CORPORATION, JACK BARRON
       CRITCHFIELD, GEORGE RUPPEL, THOMAS STEVEN KRZESINSKI, RICHARD KORPAN,
        RICHARD DONALD KELLER, JAMES LACY HARLAN, GERALD WILLIAM MCRAE, THOMAS
  RICHARD DLOUHY, ANDREW JOSEPH BEAL AND ROBERT TERRY STUART, JR.,
DISTRICT COURT OF OKLAHOMA COUNTY, STATE OF OKLAHOMA, CASE NO.
CJ-99-130-65.                                                 

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    See prior discussion of this matter in the 1998 Form 10-K, Item 3,
paragraph 6; the First Quarter Form 10-Q, Part II, Item 1, paragraph 3; and the 
Second Quarter Form 10-Q, Part II, Item 1, paragraph 3. In the rehabilitation   
proceeding, in October 1999, Oklahoma Insurance Commissioner Fisher signed a    
Letter of Intent with Iowa-based Life Investors Insurance Company of America, a 
wholly owned subsidiary of AEGON USA, Inc., concerning the assumption of all    
policies of Mid-Continent Life Insurance Company ("MCL"). Pursuant to a second  
Letter of Intent between the Commissioner and Florida Progress, Florida Progress
would assign all of MCL's stock to the receiver, and contribute $10 million to  
help offset future premium rate increases or coverage reductions. The $10       
million would be held in escrow and invested for the benefit of the             
policyholders, and is expected to yield approximately $20 million. Any proposed 
premium increases would be offset by this fund until it is exhausted. The       
receiver in turn would seek to obtain court approval to release Florida Progress
from the receivership court and the dismissal with prejudice of currently       
pending litigation by policyholders, and would cooperate in obtaining the       
dismissal of any other currently pending or future litigation. The MCL plan is  
scheduled to be considered by the Oklahoma County District Court in December    
1999.                                                                           

      In the related Farrimond case, the Defendants' motion to dismiss was
granted on October 12, 1999.                                                    

2.       LISA FRUCHTER, ON BEHALF OF HERSELF AND ALL OTHERS SIMILARLY SITUATED  
     V. FLORIDA PROGRESS CORPORATION; RICHARD KORPAN; CLARENCE V. MCKEE;
  RICHARD A. NUNIS; JEAN GILES WITTNER; MICHAEL P. GRANEY; JOAN D.
         RUFFIER; ROBERT T. STUART, JR.; W.D. FREDERICK; AND VINCENT J. NAIMOLI.
       CIRCUIT COURT OF THE 6TH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY,
FLORIDA. CASE NO. 99-6167CI-20                                

    In August 1999, Florida Progress announced that it entered into an
Agreement and Plan of Exchange with Carolina Power & Light Company ("CP&L") and 
CP&L Holdings, Inc., a wholly owned subsidiary of CP&L ("Holdco"). Under the    
terms of the Agreement, all of the outstanding shares of common stock of Florida
Progress would be acquired by Holdco in a statutory share exchange. On September
27, 1999, Florida Progress and its directors were served with the               
above-referenced lawsuit, that was filed on September 14, 1999, seeking class   
action status and injunctive relief (1) declaring that the Agreement and Plan of
Exchange was entered into in breach of the fiduciary duties of the Florida      
Progress board of directors, (2) enjoining Florida Progress from proceeding with
the share exchange, (3) rescinding the Agreement and Plan of Exchange, (4)      
enjoining any other business combination until an auction is conducted to obtain
the highest price possible for Florida Progress, (5) directing the Florida      
Progress board of directors to commence such an auction, and (6) awarding the   
class appropriate damages. The complaint also seeks an award of costs and       
attorneys' fees. Florida Progress believes this suit is without merit, and      
intends to vigorously defend against this action.                               

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A caution about forward looking statements                                      

    This report contains certain forward looking statements, including
projections regarding Florida Progress' earnings per share and the yield on     
amounts to be escrowed for the benefit of MCL policyholders. These statements,  
and any other statements contained herein that are not historical facts, are    
forward-looking statements that are based on a series of projections and        
estimates regarding the economy, the electric utility business and Florida      
Progress' other businesses in general. Key factors that have a direct impact on 
the ability to attain these projections include escrow investment results,      
continued annual growth in customers, successful cost containment efforts and   
the efficient operation of Florida Power's existing and future generating units.
If these projections and estimates regarding the economy, the electric utility  
business and other factors differ materially from what actually occurs, or if   
various legal or regulatory proceedings have unfavorable outcomes, then actual  
results could vary significantly from the performance projected in the          
forward-looking statements.                                                     

Item 7.  Financial Statements and Exhibits                                      

(c)  Exhibits:                                                

                                                                [Download Table]

Exhibit Number (by                                                          
reference to Item 601                                                       
of Regulation S-K)         Description of Exhibit                           
                                                                            
99                         Florida Progress Corporation Investor News report
                           dated October 14, 1999.                          

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the   
undersigned hereunto duly authorized.                                           

                                FLORIDA PROGRESS CORPORATION

                             FLORIDA POWER CORPORATION

                           By: /s/ Pamela A. Saari
                                          --------------------------------
                   Pamela A. Saari
                                Treasurer of each Registrant

Date: October 14, 1999                                                          

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit No.       Description of Exhibit                                 

                                                                         
99                Florida Progress Corporation Investor News report dated
                  October 14, 1999.                                      

 6

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/18/99		1
For Period End:		10/14/99		1		6
		10/12/99		3
		9/30/99		2					10-Q,  4
		9/27/99		3
		9/14/99		3
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