; Prospectus PROGRESS ENERGY INC - 6-11-2012
Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out
Your Federal Quarterly Tax Payments are due April 15th Get Help Now >>

Prospectus PROGRESS ENERGY INC - 6-11-2012

VIEWS: 1 PAGES: 9

  • pg 1
									                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                                          Washington, D.C. 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): June 11, 2012



                                                   Exact names of registrants as specified in their charters,
                   (Commission                     address of principal executive offices, telephone number        (IRS Employer
                   File Number)                                   and state of incorporation                      Identification No.)
                    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

                                                                          None
                                             (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))
Section 8 – OTHER EVENTS
Item 8.01 Other Events.
     On June 8, 2012, the Federal Energy Regulatory Commission (“FERC”) issued orders conditionally approving the Second Wholesale
Market Power Mitigation Plan, the Joint Dispatch Agreement and the Joint Open Access Transmission Tariff of Progress Energy, Inc. (the
“Company”) and Duke Energy Corporation (“Duke Energy”) in connection with their proposed merger. The companies have substantially
completed their evaluation of the orders’ conditions and expect to make a compliance filing with the FERC within 15 days of the FERC’s
orders, as requested by FERC. They will also work to secure final merger-related approvals from the North Carolina Utilities Commission and
Public Service Commission of South Carolina. The companies continue to target July 1, 2012 for the closing of the merger.

        A copy of the joint press release of the Company and Duke Energy and the merger scorecard are attached hereto as Exhibits 99.1 and
99.2.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
        (d)   EXHIBITS.
              99.1     Joint Press Release of Progress Energy, Inc. and Duke Energy Corporation dated June 11, 2012.
              99.2     Merger Scorecard.
                                                                 SIGNATURE

      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/ Holly H. Wenger
                                                                                           Holly H. Wenger
                                                                                           Assistant Secretary

Date: June 11, 2012
                                                   INDEX TO EXHIBITS
 Exhibit No.   Description

99.1           Joint Press Release of Progress Energy, Inc. and Duke Energy Corporation dated June 11, 2012.
99.2           Merger Scorecard.
                                                                                                                                   Exhibit 99.1

June 11, 2012


                                     Duke Energy and Progress Energy Consider FERC’s Conditional
                                                 Merger Orders Positive Developments

CHARLOTTE AND RALEIGH N.C. – Duke Energy and Progress Energy consider the June 8 conditional orders by the Federal Energy
Regulatory Commission (FERC) to be a positive development in enabling the companies to close their proposed merger by the targeted date of
July 1.

The companies have substantially completed their evaluation of the orders’ conditions and expect to make a compliance filing with the FERC
within 15 days, as requested by FERC. They will also work to secure final merger-related approvals from the North Carolina Utilities
Commission (NCUC) and Public Service Commission of South Carolina (PSCSC) as quickly as possible. The companies are continuing to
target a July 1 closing date.

“We are pleased that the FERC has conditionally approved the merger, and our Joint Dispatch Agreement and Joint Open Access Transmission
Tariff,” said Jim Rogers, chairman, president and CEO of Duke Energy. “We will quickly evaluate the conditions in the orders while working
to obtain the remaining regulatory approvals and close the merger on July 1.”

“Receiving FERC’s conditional orders last Friday is a major milestone for this transaction,” said Bill Johnson, chairman, president and CEO of
Progress Energy. “Both companies have accelerated the integration planning efforts necessary to complete this transaction by July 1 and begin
to deliver the substantial benefits of the merger as soon as possible.”

Remaining schedule to approve the merger
To date, the companies have received merger-related approvals from, or met the requirements of, the U.S. Department of Justice under the
Hart-Scott-Rodino Act, U.S. Nuclear Regulatory Commission, Kentucky Public Service Commission, and the shareholders of both companies.

The NCUC is required to approve the merger and the Joint Dispatch Agreement. The PSCSC must also approve the Joint Dispatch Agreement.
Both commissions are expected to determine their schedules for considering the merger-related dockets soon.

While the companies continue to target a July 1 closing date, the timing is dependent on receiving the remaining state regulatory approvals and
submitting additional compliance filings with the FERC. In addition, the consummation of the merger is contingent on satisfying all the
conditions to the merger according to the terms of the merger agreement.

About Duke Energy
Duke Energy is one of the largest electric power holding companies in the United States. Its regulated utility operations serve approximately
4 million customers located in five states in the Southeast and Midwest, representing a population of approximately 12 million people. Its
commercial power and international business segments own and operate diverse power generation assets in North America and Latin America,
including a growing portfolio of renewable energy assets in the United States.
Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK.
More information about the company is available on the Internet at: www.duke-energy.com.

About Progress Energy
Progress Energy (NYSE: PGN), headquartered in Raleigh, N.C., is a Fortune 500 energy company with 23,000 megawatts of generation
capacity and approximately $9 billion in annual revenues. Progress Energy includes two major electric utilities that serve about 3.1 million
customers in the Carolinas and Florida. The company is pursuing a balanced strategy for a secure energy future, which includes aggressive
energy-efficiency programs, investments in renewable energy technologies and a state-of-the-art electricity system. Progress Energy celebrated
a century of service in 2008. Visit the company’s website at www.progress-energy.com.

Forward-Looking Information
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. Forward-looking statements involve
estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Progress Energy and Duke Energy caution readers
that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained
in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed
merger involving Duke Energy and Progress Energy, including future financial and operating results, Progress Energy’s or Duke Energy’s
plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical
facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include
risks and uncertainties relating to: the risk that Progress Energy or Duke Energy may be unable to obtain governmental and regulatory
approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of
conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing
to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues;
general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; and other factors
discussed or referred to in the “Risk Factors” section of each of Progress Energy’s and Duke Energy’s most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission (SEC). These risks, as well as other risks associated with the merger, are more fully
discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 that was filed by Duke Energy
with the SEC in connection with the merger. Additional risks and uncertainties are identified and discussed in Progress Energy’s and Duke
Energy’s reports filed with the SEC and available at the SEC’s website at http://www.sec.gov/. Each forward-looking statement speaks only as
of the date of the particular statement and neither Progress Energy nor Duke Energy undertakes any obligation to update or revise its
forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger between Duke Energy and Progress Energy, Duke Energy filed with the SEC a Registration Statement
on Form S-4 that includes a joint proxy statement of Duke Energy and Progress Energy and that also constitutes a prospectus of Duke Energy.
The Registration Statement was declared effective by the SEC on July 7, 2011. Duke Energy and Progress Energy mailed the definitive joint
proxy statement/prospectus to their respective shareholders on or about July 11, 2011. Duke Energy and Progress Energy urge investors and
shareholders to read the Registration Statement, including the joint proxy statement/prospectus that is a part of the Registration Statement, as
well as other relevant documents filed with the SEC, because they contain important information. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SEC’s website (http://www.sec.gov/). You may also obtain these documents, free
of charge, from Duke Energy’s website (http://www.duke-energy.com/) under the heading “Investors” and then under the heading
“Financials/SEC Filings.” You may also obtain these documents, free of charge, from Progress Energy’s website
(http://www.progress-energy.com/) under the tab “Our Company” by clicking on “Investor Relations,” then by clicking on “Corporate Profile”
and then by clicking on “SEC Filings.”

                                                                   #   #   #
Stakeholder
Progress on Key Milestones
Filed
Approved
Shareholder
Received shareholder approvals on August 23, 2011
Department of Justice
(DOJ)
The parties have met their obligations under the Hart-Scott-Rodino Act (HSR)
Waiting Period
Expired
Federal Communications
Commission (FCC)
Received
approval
of
Assignment
of
Authorization
filings
on
July
27,
2011
On January 5, 2012, approval extended by FCC through July 12, 2012
Federal Energy Regulatory
Commission (FERC)
Received conditional approval of the revised market power mitigation plan, the Joint Dispatch
Agreement (JDA) and the Joint Open-Access Transmission Tariff (OATT) on June 8, 2012
Expect to submit final compliance filings required by FERC within 15 days of June 8, 2012
Nuclear Regulatory
Commission (NRC)
Received approval of indirect transfer of Progress Energy licenses on December 2, 2011
North Carolina
Filed merger approval application on April 4, 2011
N
C
Public
Staff
filed
settlement
agreement
on
September
2,
2011;
companies
signed
settlement
with
South Carolina Office of Regulatory Staff, a party to the NC docket, on September 6, 2011
Hearings held September 20-22, 2011
Filed advance notice regarding revised market power mitigation plan on February 22, 2012
Updated settlement agreement with NC Public Staff filed on May 8, 2012
South Carolina
Submitted merger-related filings on April 25, 2011
Hearing to approve joint dispatch agreement held December 12, 2011
Filed a letter with the SC Public Service Commission regarding merger-related commitments made to
SC Office of Regulatory Staff on May 16, 2012
Kentucky
Received Kentucky Commission approval on October 28, 2011

STATU
S
O
F
MERG
ER
FILINGS
(As
of
June
11,
2012)
1
JDA/OAT
T
Merger
Final
Compliance
Filing
EXHIBIT 99.2

								
To top
;