UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-3545
FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Florida 59-0247775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Universe Boulevard
Juno Beach, Florida 33408
Address of principal executive office)
(Zip Code)
(407) 694-3509
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: $2.00 No Par
Preferred Stock, Series A
Securities registered pursuant to Section 12(g) of the Act: Preferred
Stock, $100 Par Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 1994 was zero.
As of February 28, 1994 there were issued and outstanding 1,000 shares of the
registrant's common stock, without par value,
all of which were held, beneficially and of record, by FPL Group, Inc.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
<PAGE>
DEFINITIONS
Acronyms and defined terms used in the text include the following:
Term Meaning
AFUDC Allowance for funds used during construction
capacity clause Capacity Cost Recovery Clause
charter Restated Articles of Incorporation, as amended
common stock Common Stock of FPL Group, Inc.
conservation clause Energy Conservation Cost Recovery Clause
DOE United States Department of Energy
EMF Electric and magnetic fields
Energy Act Energy Policy Act of 1992
EWG Exempt Wholesale Generator
FDEP Florida Department of Environmental Protection
FERC Federal Energy Regulatory Commission
FGT Florida Gas Transmission Company
FMPA Florida Municipal Power Agency
FPL Florida Power & Light Company
FPL Group FPL Group, Inc.
FPSC Florida Public Service Commission
fuel clause Fuel and Purchased Power Cost Recovery Clause
Holding Company Act Public Utility Holding Company Act of 1935,
as amended
JEA Jacksonville Electric Authority
kv Kilovolt
kva Kilovolt-ampere
kwh Kilowatt-hour
Management's Discussion Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
mortgage FPL's Mortgage and Deed of Trust dated as of
January 1, 1944, as supplemented and amended
mw Megawatt(s)
Note Note ___ to Consolidated Financial Statements
NRC United States Nuclear Regulatory Commission
oil-backout clause Oil-Backout Cost Recovery Clause
qualifying facilities Non-utility power production facilities meeting
the requirements of a Qualifying Facility under
the Public Utility Regulatory Policies Act of
1978, as amended
ROE Return on equity
SJRPP St. Johns River Power Park
Southern Companies Alabama Power Company, Georgia Power Company,
Gulf Power Company, Mississippi Power Company
and Savannah Electric & Power Company<PAGE>
<PAGE>
PART I
Item 1. Business
General. FPL supplies electric service throughout most of the east and lower
west coasts of Florida. This service territory contains 27,650 square miles
with a population of approximately 6.5 million. During 1993, FPL served
approximately 3.4 million customer accounts. Operating revenues amounted to
approximately $5.2 billion, of which about 56% was derived from residential
customers, 37% from commercial customers, 4% from industrial customers and
3% from other sources.
FPL was incorporated in 1925 under the laws of Florida. All of its common
stock is owned by FPL Group; all of its preferred stock is held by
non-affiliated persons.
Holding Company Act. FPL Group is a public utility holding company as
defined in the Holding Company Act, but is exempt from substantially all of the
provisions thereof on the basis that FPL Group's and FPL's businesses are
predominantly intrastate in character and carried on substantially in a single
state, in which both are incorporated.
Regulation. The retail operations of FPL represent approximately 98% of
operating revenues and are regulated by the FPSC, which has jurisdiction over
retail rates, service territory, issuances of securities, planning, siting and
construction of facilities and other matters. FPL is also subject to regulation
by the FERC in various respects, including the acquisition and disposition of
certain facilities, interchange and transmission services and wholesale
purchases and sales of electric energy.
FPL is subject to the jurisdiction of the NRC with respect to its nuclear power
plants. NRC regulations govern the granting of licenses for the construction
and operation of nuclear power plants and subject such power plants to
continuing review and regulation.
Federal, state and local environmental laws and regulations cover air and water
quality, land use, power plant and transmission line siting, electric and
magnetic fields from power lines and substations, noise and aesthetics, solid
waste and other environmental matters. Compliance with these laws and
regulations increases the cost of electric service by requiring, among other
things, changes in the design and operation of existing facilities and changes
or delays in the location, design, construction and operation of new facilities.
FPL estimates that capital expenditures for improvements needed to comply with
environmental laws and regulations will be approximately $10 million to $30
million annually for the years 1994 through 1998. These amounts are included
in FPL's projected capital expenditures set forth in Item 1. Capital
Expenditures.
FPL holds franchises with varying expiration dates to provide electric service
in various municipalities and seven counties in Florida. FPL considers its
franchises to be adequate for the conduct of its business.
Retail Ratemaking. The underlying concept of utility ratemaking is to set rates
at a level that allows the utility to collect total revenues (revenue
requirements) equal to its cost of providing service, including a reasonable
return on invested capital. To accomplish this, the FPSC uses various
ratemaking mechanisms.
The basic costs of providing electric service, other than fuel and certain other
costs, are recovered through base rates, which are designed to recover the costs
of constructing, operating and maintaining the utility system. These costs
include operations and maintenance expenses, depreciation and taxes, as well as
a rate of return on FPL's investment in assets used and useful in providing
electric service (rate base). The rate of return on rate base approximates
FPL's weighted cost of capital, which includes its costs for debt and preferred
stock and an allowed ROE. Base rates are determined in rate proceedings which
occur at irregular intervals at the initiative of FPL, the FPSC or a
substantially affected party.
Fuel costs are recovered through levelized monthly charges established pursuant
to the fuel clause. These charges, which are calculated semi-annually, are
based on estimated costs of fuel and estimated customer usage for the ensuing
six-month period, plus or minus a true-up adjustment to reflect the variance
of actual costs and usage from the estimates used in setting the fuel
adjustment charges for prior periods.
Capacity payments to other utilities and generators for purchased power are
recovered primarily through the capacity clause. Costs associated with
implementing energy conservation programs are recovered through rates
established pursuant to the conservation clause. Certain other non-fuel costs
and the accelerated recovery of the costs of certain projects that displace
oil-fired generation are recovered through the oil-backout clause.<PAGE>
<PAGE>
Beginning in April 1994, costs of complying with new federal, state and local
environmental regulations will be recovered through the environmental
compliance cost recovery clause. In the past such costs would have been
recoverable through base rates.
The FPSC has the power to disallow recovery of costs which it considers
excessive or imprudently incurred. Such costs may include operations and
maintenance expenses, the cost of replacing power lost when fossil and nuclear
units are unavailable and costs associated with the construction or acquisition
of new facilities. Also, the FPSC does not provide any assurance that the
allowed ROE will be achieved.
System Capability and Load. FPL's resources for serving load as of January 1,
1994 consist of 16,708 mw of firm electric power generated by FPL-owned
facilities (see Item 2. Properties) and obtained through purchased power
contracts (see table below).
On August 4, 1993, FPL reached an all-time energy peak demand of
approximately 15,266 mw. At that time, FPL had total installed generating
capability of about 14,643 mw, 2,054 mw of firm purchased power and the
capability to reduce peak demand by 520 mw through the implementation of load
management, resulting in a reserve margin of approximately 13%.
Compound annual growth rates for the five years ending 1998 are projected to
be 2.7% for kwh sales and 2.6% for customers. To meet this growth, FPL plans
to add 1,090 mw of new plant capacity to its system by the summer of 1995 as
shown below. No new plant additions are expected for the years 1996 through
1998.
<TABLE>
<CAPTION>
Capacity Additions 1994 1995 Total
(mw)
<S> <C> <C> <C>
Scherer Unit No. 4 (Acquisition) . . . . . . . . 140 90 230
Martin Unit Nos. 3 and 4 (New Construction). . . 860 - 860
Total. . . . . . . . . . . . . . . . . . . . . . 1,000 90 1,090
</TABLE>
In addition to the capacity additions listed above, FPL plans by 1998 to
increase purchased power from other utilities and qualifying facilities by
325 mw (see table below).
The total amount of purchased power available under existing long-term
contracts with other utilities and qualifying facilities through 1998 is
presented in the table below. See Note 10 - Contracts.
<TABLE>
<CAPTION>
Southern Qualifying
Period Companies JEA Facilities Total
(mw)
<S> <C> <C> <C> <C>
January 1994 . . . . . . . . . . . . . . 1,406 374 285 2,065
February 1994 - May 1994 . . . . . . . . 1,406 374 535 2,315
June 1994 - December 1994. . . . . . . . 1,007 374 535 1,916
January 1995 - May 1995. . . . . . . . . 1,007 374 543 1,924
June 1995 - December 1995. . . . . . . . 913 374 543 1,830
January 1996 - March 1996. . . . . . . . 913 374 913 2,200
April 1996 - May 1996. . . . . . . . . . 913 374 955 2,242
June 1996 - December 1996. . . . . . . . 913 374 1,010 2,297
January 1997 - December 1998 . . . . . . 913 374 1,031 2,318
</TABLE>
<PAGE>
<PAGE>
Capital Expenditures. FPL's capital expenditures, including AFUDC, totaled
approximately $1.1 billion in 1993, $1.3 billion in 1992 and $1.2 billion in
1991. Capital expenditures for the 1994-98 period are estimated as follows
(see Management's Discussion):
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 Total
(Millions of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Construction:
Generation . . . . . . . . . . . $230 $190 $160 $240 $130 $ 950
Transmission . . . . . . . . . . 120 150 180 130 90 670
Distribution . . . . . . . . . . 280 270 280 290 290 1,410
General and other. . . . . . . . 120 110 100 90 80 500
Total construction . . . . . . 750 720 720 750 590 3,530
Scherer acquisition payments . . . . . 129 82 - - - 211
Total. . . . . . . . . . . . . . . . . $879 $802 $720 $750 $590 $3,741
</TABLE>
All of these estimates are subject to continuing review and adjustment and
actual capital expenditures may vary from estimates.
Nuclear Operations. FPL owns and operates four nuclear units, two at St.
Lucie and two at Turkey Point. The operating licenses for St. Lucie Units
Nos. 1 and 2 expire in 2016 and 2023, respectively. The operating licenses
for both Turkey Point units expire in 2007. The nuclear units are
periodically removed from service to accommodate normal refueling and
maintenance outages, repairs and certain other modifications.
Indications of degradation have been found in the pressurized water
circulation tubes of the St. Lucie Units Nos. 1 and 2 steam generators.
Despite implementation of remedial measures, degradation of the Unit No. 1
steam generators has continued and FPL has determined that they will need to
be replaced. FPL has ordered the replacement steam generators for Unit
No. 1, which are scheduled to be installed and in service by the end of 1998,
the cost of which is included in FPL's projected capital expenditures set
forth above. The degradation in the Unit No. 2 steam generators appears to
be primarily a mechanical-wear problem and should not affect their useful
life.
Fuel. FPL's generating plants are fueled by residual and distillate oil,
natural gas, coal and nuclear fuel. The diverse fuel options, along with
purchased power, enable FPL to shift between sources of generation to achieve
the most economical fuel mix. FPL's oil requirements are obtained under
short-term contracts and in the spot market.
FPL obtains most of its natural gas requirements under a take-or-pay
transportation contract with FGT, the sole interstate pipeline in Florida,
and a related take-or-pay natural gas supply contract with an affiliate of
FGT. These contracts will expire in 2005. In 1992, FPL entered into an
additional take-or-pay transportation contract with FGT and a related
take-or-pay natural gas supply contract with another affiliate of FGT. The
new contracts will begin on the in-service date of FGT's pipeline expansion,
which is scheduled for late 1994, and expire in 2014 and 2009, respectively.
These contracts will provide an additional firm supply of natural gas under
competitive pricing terms to meet FPL's future gas requirements. See
Note 10 - Contracts.
FPL has, through its joint ownership interest in SJRPP Units Nos. 1 and 2 and
Scherer Unit No. 4, long-term coal supply contracts for those units. The
remaining coal requirements will be obtained under additional contracts or in
the open market.
FPL leases nuclear fuel for all four of its nuclear units. See Note 5.
Under the Nuclear Waste Policy Act of 1982, the DOE is required to construct
permanent storage facilities and will take title to and provide
transportation and storage for spent nuclear fuel for a specified fee.
Although the DOE estimates that its storage facilities will be completed by
the year 2010, there is considerable doubt within the utility industry that
this schedule will be met. Currently, FPL is storing spent fuel on site and
plans to provide adequate storage capacity for all of its spent nuclear fuel
up to and beyond the year 2010, pending its removal by the DOE.
Competition. FPL faces increasing competition in the wholesale and industrial
energy markets. Recent changes in governmental regulation are encouraging
the growth of non-regulated energy suppliers, such as EWGs, and an increased
interest in self-generation, which has provided customers with alternative
sources to meet their electric needs. Competition exists particularly with
respect to self-generation by large industrial, commercial and governmental
energy users. See Item 1.<PAGE>
<PAGE>
Business - General. Regulatory law and policy limit FPL's flexibility in
pricing its services to these customers. To date, loss of customers to such
alternatives has not materially reduced FPL's sales, revenues or net income.
The FERC has exercised its enhanced power under the Energy Act over wholesale
transmission to encourage competition. In 1993, FPL filed with the FERC a
comprehensive revision and expansion of its service offerings in the
wholesale market. FPL has proposed changes to its wholesale sales tariffs
for service to municipal and cooperatively-owned electric utilities, its
power sharing (interchange) agreements with other utilities and expanded its
transmission offerings for new services by switching from individually
negotiated contracts to three tariffs of general applicability. These
revised offerings are intended to meet wholesale customer needs in the new
competitive marketplace, while protecting the interests of FPL's customers
and shareholders by eliminating the potential for subsidies to competitors.
The FERC accepted FPL's proposal for filing and scheduled an August 1994
hearing on issues raised. FPL began collecting the proposed rates in late
February 1994 subject to refund based on the outcome of the hearing. A final
decision by the FERC in this case is not expected until sometime in 1995.
Also in 1993, the Florida Municipal Power Agency (FMPA) requested the FERC,
under the FERC's new authority under the Energy Act, to order FPL to provide
the FMPA members with network transmission service. FPL currently provides
point-to-point transmission service to the FMPA. Network transmission
service would permit the FMPA to vary the receipt and delivery points for
power without the prior agreement of FPL. In late 1993, the FERC ordered the
FMPA to provide FPL with certain updated information and for the parties to
negotiate for 60 days towards a network service agreement. Because no
agreement was reached, FPL and the FMPA filed their respective positions and
proposals for the FERC's consideration. An initial FERC decision on this
matter is expected in late 1994.
FPL is presently a defendant in two antitrust suits. In each suit, the
complaint includes an alleged inability to utilize FPL's transmission
facilities to wheel power to facilities in order to displace the existing
retail electric service from FPL. See Item 3. Legal Proceedings.
Electric and Magnetic Fields. In recent years, increasing public, scientific
and regulatory attention has been focused on possible adverse health effects
of EMF. These fields are created whenever electricity flows through a power
line or an appliance. Several epidemiological (i.e., statistical) studies
have suggested a linkage between EMF and certain types of cancer, primarily
childhood leukemia; other studies have been inconclusive or have shown no
such linkage. Neither these epidemiological studies nor clinical studies
have produced any conclusive evidence that EMF does or does not cause adverse
health effects.
The FDEP has promulgated regulations setting standards for EMF levels within
and at the edge of the rights of way for transmission lines, and FPL is in
compliance with these regulations. The FDEP reviewed its EMF standards in
1992 and confirmed the field limits previously established. Future changes
in the standards could require additional capital expenditures by FPL for
such things as increasing the right of way corridors or relocating or
reconfiguring transmission facilities. At present it is not known whether
any such expenditures will be required.
In addition, litigation seeking damages for diminution of property value or
personal injury is likely. FPL is presently a defendant in one suit alleging
personal injury and wrongful death.
Employees. FPL had approximately 12,000 employees at December 31, 1993.
Approximately 37% of the employees are represented by the International
Brotherhood of Electrical Workers whose collective bargaining agreement with
FPL expires October 31, 1994.<PAGE>
<PAGE>
Item 2. Properties
General. FPL considers that its properties are well maintained and in good
operating condition. The electric generating, transmission, distribution and
general facilities represent approximately 48%, 12%, 33% and 7%,
respectively, of FPL's gross investment in electric utility plant in service.
Generating Facilities. As of December 31, 1993, FPL had the following
generating facilities:
<TABLE>
<CAPTION>
Net Warm
No. of Weather
Facility Location Units Fuel Capability
(mw)
<S> <C> <C> <C> <C>
STEAM TURBINES (continuous capability)
Cape Canaveral Cocoa, FL 2 Oil/Gas 734
Cutler Miami, FL 2 Gas 207
Fort Myers Fort Myers, FL 2 Oil 504
Manatee Parrish, FL 2 Oil 1,566
Martin Indiantown, FL 2 Oil/Gas 1,566
Port Everglades Port Everglades, FL 4 Oil/Gas 1,142
Riviera Riviera Beach, FL 2 Oil/Gas 544
St. Johns River Power Park Jacksonville, FL 2 Coal 250(1)
St. Lucie Hutchinson Island, FL 2 Nuclear 1,553(2)
Sanford Lake Monroe, FL 3 Oil/Gas 861
Scherer Monroe County, GA 1 Coal 416(3)
Turkey Point Florida City, FL 2 Oil/Gas 754
2 Nuclear 1,332
COMBINED CYCLE (continuous capability)
Lauderdale Dania, FL 2 Gas/Oil 782
Putnam Palatka, FL 2 Gas/Oil 478
COMBUSTION TURBINES (peak capability)
Fort Myers Fort Myers, FL 12 Oil 626
Lauderdale Dania, FL 24 Oil/Gas 876
Port Everglades Port Everglades, FL 12 Oil/Gas 438
DIESEL UNITS (peak capability)
Turkey Point Florida City, FL 5 Oil 14
Total 14,643
</TABLE>
(1) Represents FPL's 20% ownership of SJRPP Units Nos. 1 and 2, which are
jointly owned with the JEA.
(2) Excludes Orlando Utilities Commission's and FMPA's combined share of
approximately 15% of St. Lucie Unit No. 2.
(3) Represents FPL's 49% ownership of Scherer Unit No. 4, which is jointly
owned with the JEA and Georgia Power Company. FPL has contracted to
purchase an additional 27% undivided ownership interest in Scherer Unit
No. 4 in stages through 1995, including 17% (140 mw) in June 1994.
<PAGE>
<PAGE>
Transmission and Distribution. FPL owns and operates 451 substations with a
total capacity of 100,054,470 kva. Electric transmission and distribution
lines owned and in service as of December 31, 1993 are as follows:
<TABLE>
<CAPTION>
Trench
Overhead Lines and Submarine
Nominal Voltage Pole Miles Cable Miles
<S> <C> <C>
500 kv . . . . . . . . . . . . . . . . . . . . 985(1) -
230 kv . . . . . . . . . . . . . . . . . . . . 2,176 31
138 kv . . . . . . . . . . . . . . . . . . . . 1,340 45
115 kv . . . . . . . . . . . . . . . . . . . . 631 -
69 kv . . . . . . . . . . . . . . . . . . . . 167 15
Less than 69 kv. . . . . . . . . . . . . . . . 38,499 17,351
Total. . . . . . . . . . . . . . . . . . . . . 43,798 17,442
</TABLE>
(1) Includes approximately 80 miles owned jointly with the JEA.
Character of Ownership. Substantially all of FPL's properties are subject to
the lien of its mortgage, which secures debt securities issued by FPL. The
principal properties of FPL are held by it in fee and are free from other
encumbrances, subject to minor exceptions, none of which is of such a nature
as to substantially impair the usefulness to FPL of such properties. Some of
the electric lines are located on land not owned in fee but are covered by
necessary consents of governmental authorities or rights obtained from owners
of private property.
Item 3. Legal Proceedings
In October 1988, Union Carbide Corporation, the corporate predecessor of
Praxair, Inc. (Praxair), filed suit against FPL and Florida Power Corporation
(Florida Power) in the United States District Court for the Middle District
of Florida. Praxair requested that Florida Power sell power to its facility
located within FPL's service territory, and that FPL transport the power to
the facility. Florida Power and FPL denied the request as being
inconsistent with Florida law and public policy. The FPSC has issued a
declaratory statement that FPL's denial of Praxair's request was proper and
ordered FPL not to wheel power under such circumstances. The suit alleges
that through a territorial agreement, FPL and Florida Power have conspired to
eliminate competition for the sale of electric power to retail customers,
thereby unreasonably restraining trade and commerce in violation of federal
antitrust laws as contained in Section 1 of the Sherman Antitrust Act
(Sherman Act). The suit seeks an award of three times Praxair's alleged
damages in an unspecified amount based on alleged higher prices paid for
electricity and product sales lost by Praxair. Cross motions for summary
judgment were denied. Both parties are appealing the denials.
In November 1988, TEC Cogeneration, Inc., its affiliate Thermo Electron
Corporation, RRD Corp. and its affiliate Rolls Royce Inc. filed suit in the
United States District Court for the Southern District of Florida against FPL
and FPL Group on behalf of South Florida Cogeneration Associates (SFCA), a
joint venture which since 1986 has operated a cogeneration facility for
Metropolitan Dade County within FPL's service territory in Miami, Florida.
The suit alleges that the defendants have engaged in anti-competitive conduct
intended to prevent and defeat competition from cogenerators within FPL's
service territory, and from SFCA's Metropolitan Dade County facility in
particular. It alleges that the defendants' actions constitute
monopolization and attempts to monopolize in violation of Section 2 of the
Sherman Act; conspiracy in restraint of trade in violation of Section 1 of
the Sherman Act; unlawful discrimination in prices, services or facilities in
violation of Section 2 of the Clayton Act; and intentional interference with
SFCA's contractual relationship with Metropolitan Dade County in violation of
Florida law. The suit seeks damages in excess of $100 million, to be trebled
under the Sherman and Clayton Acts, as well as compensatory and punitive
damages under Florida law, and injunctive relief. FPL's motion for summary
judgment has been denied.
FPL believes that it has meritorious defenses to all of the litigation
described above and is vigorously defending these suits. Accordingly, the
liabilities, if any, arising from this litigation are not anticipated to have
a material adverse effect on FPL's financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
None<PAGE>
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
All of FPL's common stock is owned by FPL Group. For information regarding
dividends paid to FPL Group, see Management's Discussion and Note 7.
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991 1990 1989
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA:
Operating revenues $ 5,224,299 $ 5,100,463 $ 5,158,766 $4,987,690 $4,946,291
Net income available to FPL Group $ 425,297(1) $ 470,899 $ 376,261(1) $ 381,204 $ 393,103
Total assets $11,911,342 $11,348,626 $10,515,808 $9,820,551 $9,182,012
Long-term debt, excluding
current maturities $3,463,065 $ 3,404,404 $ 3,186,828 $3,109,360 $2,962,004
Obligations under capital leases,
excluding current maturities $ 271,498 $ 324,198 $ 279,657 $ 74,887 $ 84,609
Preferred stock with sinking
fund requirements, excluding
current maturities $ 97,000 $ 130,150 $ 150,150 $ 165,950 $ 164,250
SELECTED OPERATING STATISTICS:
Energy sales (millions of kwh) 72,455 69,290 68,712 66,763 66,018
Energy sales:
Residential 50.2% 49.3% 50.4% 50.2% 48.9%
Commercial 39.3 39.0 39.6 39.7 38.9
Industrial 5.4 5.9 5.9 6.1 6.4
Interchange power sales 2.6 2.4 1.6 1.6 2.1
Other (2) 2.5 3.4 2.5 2.4 3.7
Total 100.0% 100.0% 100.0% 100.0% 100.0%
Approximate 60-minute net
peak served (mw):
Summer season 15,266 14,661 14,123 13,754 13,425
Winter season(3) 12,964 13,112 11,868 13,988 12,876
Average number of customer accounts:
Residential 2,973,677 2,911,812 2,863,203 2,801,210 2,715,993
Commercial 358,377 350,271 343,837 337,134 327,279
Industrial 14,853 14,791 15,350 16,659 17,643
Other 3,261 4,376 4,079 3,820 3,531
Total 3,350,168 3,281,250 3,226,469 3,158,823 3,064,446
Average price per kwh sold (cents)(4) 7.10 7.25 7.39 7.37 7.39
</TABLE>
(1) Reduced by after-tax effect of cost reduction program or
restructuring charge. See Note 2.
(2) Includes unbilled sales.
(3) The winter season generally represents November and December of
the prior year and January through March of the current year.
(4) Includes unbilled and deferred cost recovery clause revenues.<PAGE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
For the three periods presented, net income benefitted from increased energy
sales, primarily from customer growth, and the effects of cost control
measures. Charges associated with a cost reduction program in 1993 and a
corporate restructuring in 1991 reduced net income in those years. In
addition, 1992 net income was adversely affected by Hurricane Andrew. In the
following discussion, all comparisons are with the corresponding items in the
prior year.
Operating Income - FPL's retail operations are regulated by the FPSC. Energy
sales to retail customers, which represent over 96% of total energy sales,
increased 4.0%, 0.1% and 3.3% in 1993, 1992 and 1991, respectively. Retail
customer growth for those years was 2.1%, 1.7% and 2.1%, respectively.
Revenues from base rates, which represented 61%, 57% and 56% of operating
revenues for 1993, 1992 and 1991, respectively, increased for the three years
presented due to higher energy sales. Revenues derived from cost recovery
clauses (including fuel) and franchise fees comprise substantially all of the
remaining portion of operating revenues. These revenues represent a pass-
through of costs and do not significantly affect net income.
With increasing competition in the utility industry, FPL is continuing its
efforts to reduce its operating and capital costs and avoid filing for rate
increases, the traditional response to increased rate base and cost
pressures. In connection with these efforts, a major cost reduction program
was implemented during 1993, resulting in a $138 million pretax charge. The
charge consisted primarily of severance pay and employee retirement benefits
related to a workforce reduction of approximately 1,700 positions.
Approximately 45% of the charge relates to retirement benefits.
Substantially all of the balance represents severance costs, of which about
$60 million remains to be paid in 1994. In addition, substantial reductions
were reflected in FPL's 1994-98 capital expenditure forecast, including a
$210 million reduction from the previous capital expenditure forecast for
1994. The majority of the reductions in the 1994-97 period reflect a
decrease in transmission and distribution expenditures through more efficient
use of existing plant and more cost effective designs for new facilities. In
1991, FPL implemented a corporate restructuring that eliminated approximately
1,400 FPL positions and about 900 contractor positions. See Note 2.
Other operations and maintenance expenses reflect cost savings from the 1991
restructuring, partially offset by the effects of an increasing customer
base, changes in prices and operating activities, as well as the
implementation of two new accounting standards relating to postretirement and
postemployment benefits. See Note 4. As a result of FPL's recent cost
reduction measures, other operations and maintenance expense is expected to
decline in 1994, despite projected sales growth, additional generating units
in service and two additional nuclear refueling outages. Higher utility
plant balances, reflecting facilities added to meet customer growth, resulted
in increased depreciation expense. FPL filed new depreciation studies with
the FPSC in December 1993. Changes in depreciation rates, when adopted, will
be retroactive to January 1994 and, together with increases in utility plant,
will increase depreciation expense in 1994. In addition, FPL is scheduled to
file updated nuclear decommissioning studies with the FPSC in December 1994.
Changes, if any, in the accrual for nuclear decommissioning costs will be
effective January 1995. See Note 1.
Non-Operating Income and Deductions - AFUDC increased in 1993 and 1992 due to
higher construction activity in the generation area. In future periods AFUDC
is expected to decrease because the repowered Lauderdale units were placed in
service in the second quarter of 1993, the Martin units are scheduled to be
in service by June 1994 and no new generating capacity is under construction.
During the three year period, FPL has been refunding existing debt and
preferred stock with lower rate instruments. The reduction in interest due
to these refundings has been offset by the interest on new debt issued to
fund growth in electric plant. Premiums paid on the redemption of FPL debt
are amortized over the remaining life of the respective debt securities,
consistent with the ratemaking treatment. See Note 1.
LIQUIDITY AND CAPITAL RESOURCES
Capital Requirements and Resources - FPL's primary capital requirements
consist of expenditures under its construction program. Total capital
expenditures for the period 1994-98, including AFUDC, are expected to be $3.7
billion, including $879 million in 1994. Internally generated funds are
expected to fund an increasing percentage of capital expenditures. The
balance will be provided primarily through the issuance of long-term debt,
preferred stock and commercial paper. See Note 7.<PAGE>
<PAGE>
Debt maturities and minimum sinking fund requirements will require cash
outflows of approximately $376 million through 1998, including $2 million in
1994. See Note 8. Bank lines of credit currently available to FPL aggregate
$800 million.
Financial Covenants - FPL's charter and mortgage contain provisions which,
under certain conditions, restrict the payment of dividends and other
distributions to FPL Group. Given FPL's current financial condition and
level of earnings, these restrictions do not currently limit FPL's ability to
pay dividends to FPL Group. FPL's charter limits the amount of unsecured
debt and FPL's mortgage limits the amount of secured debt FPL can issue. At
December 31, 1993, the charter and mortgage provisions would allow issuance
of approximately $1.3 billion of additional unsecured debt and $5.5 billion
of additional first mortgage bonds, respectively. The amount of additional
first mortgage bonds that are permitted to be issued will increase as the
amount of unfunded property additions increases. FPL's charter also
prohibits the issuance of preferred stock unless the preferred stock coverage
ratio, as prescribed, is at least 1.5; for the twelve months ended December
31, 1993 it was 2.24.<PAGE>
<PAGE>
Item 8. Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
FLORIDA POWER & LIGHT COMPANY:
We have audited the consolidated financial statements of Florida Power &
Light Company and its subsidiaries, listed in the accompanying index as Item
14(a)1 of this Annual Report (Form 10-K) to the Securities and Exchange
Commission for the year ended December 31, 1993. Our audits also
comprehended the financial statement schedules of Florida Power & Light
Company and its subsidiaries, listed in the accompanying index as Item
14(a)2. These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and financial statement schedules
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Florida Power & Light Company
and its subsidiaries at December 31, 1993 and 1992 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken
as a whole, present fairly in all material respects the information shown
therein.
As discussed in Notes 3 and 4 to the consolidated financial statements,
Florida Power & Light Company and its subsidiaries changed their method of
accounting for income taxes and postretirement benefits other than pensions
effective January 1, 1993.
DELOITTE & TOUCHE
Certified Public Accountants
Miami, Florida
February 11, 1994<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
<S> <C> <C> <C>
OPERATING REVENUES $5,224,299 $5,100,463 $5,158,766
OPERATING EXPENSES:
Fuel, purchased power and interchange 1,758,298 1,829,908 1,932,637
Other operations and maintenance 1,251,284 1,203,474 1,276,244
Depreciation and amortization 586,543 542,129 507,101
Income taxes 243,022 264,974 182,889
Cost reduction program and restructuring charges 138,000 - 90,008
Taxes other than income taxes 523,724 495,587 483,731
Total operating expenses 4,500,871 4,336,072 4,472,610
OPERATING INCOME 723,428 764,391 686,156
OTHER INCOME (DEDUCTIONS):
Allowance for other funds used during construction 35,464 30,567 16,814
Income taxes 3,132 386 (475)
Other - net 2,247 8,041 8,944
Other income - net 40,843 38,994 25,283
INCOME BEFORE INTEREST CHARGES 764,271 803,385 711,439
INTEREST CHARGES:
Interest on first mortgage bonds and medium-term notes 286,244 281,873 275,914
Other interest 40,841 33,926 35,238
Allowance for borrowed funds used during construction (30,774) (27,214) (17,230)
Interest charges - net 296,311 288,585 293,922
NET INCOME 467,960 514,800 417,517
PREFERRED STOCK DIVIDEND REQUIREMENTS 42,663 43,901 41,256
NET INCOME AVAILABLE TO FPL GROUP, INC. $ 425,297 $ 470,899 $ 376,261
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
December 31,
1993 1992
<S> <C> <C>
ELECTRIC UTILITY PLANT:
At original cost $14,612,036 $13,256,988
Less accumulated depreciation 5,541,164 5,058,241
Net 9,070,872 8,198,747
Construction work in progress 781,435 1,158,688
Nuclear fuel under capital lease 226,124 277,803
Electric utility plant - net 10,078,431 9,635,238
INVESTMENTS:
Nuclear decommissioning reserve funds 325,238 270,506
Storm and property insurance reserve fund 53,536 48,292
Other 9,890 8,152
Total investments 388,664 326,950
CURRENT ASSETS:
Cash and cash equivalents 7,316 3,002
Receivables:
Customers, net of allowance for uncollectible
accounts of $13,612 and $14,558, respectively 439,473 403,914
Miscellaneous 53,255 93,069
Materials and supplies - at average cost 235,132 278,057
Fossil fuel stock - at average cost 78,337 85,063
Recoverable storm costs 44,945 72,500
Prepaid expenses 34,879 35,992
Other 11,653 20,725
Total current assets 904,990 992,322
DEFERRED DEBITS AND OTHER ASSETS:
Unamortized debt reacquisition costs 302,561 175,320
Deferred litigation items 110,859 110,859
Other 125,837 107,937
Total deferred debits and other assets 539,257 394,116
TOTAL ASSETS $11,911,342 $11,348,626
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Thousands of Dollars)
<TABLE>
<CAPTION>
December 31,
1993 1992
<S> <C> <C>
CAPITALIZATION:
Common shareholder's equity $ 3,979,425 $3,778,481
Preferred stock without sinking fund requirements 451,250 421,250
Preferred stock with sinking fund requirements 97,000 130,150
Long-term debt 3,463,065 3,404,404
Total capitalization 7,990,740 7,734,285
CURRENT LIABILITIES:
Commercial paper 349,600 -
Current maturities of long-term debt and preferred stock 1,500 160,546
Accounts payable - trade 204,874 288,510
Customers' deposits 215,492 214,985
Deferred clause revenues 130,786 175
Income and other taxes 105,425 89,655
Interest accrued 94,940 109,227
Tax collections payable 55,999 54,261
Purchased power and interchange 50,090 62,860
Other 229,247 159,262
Total current liabilities 1,437,953 1,139,481
DEFERRED CREDITS AND OTHER LIABILITIES:
Accumulated deferred income taxes 1,260,587 1,489,615
Deferred regulatory credit - income taxes 216,546 -
Unamortized investment tax credits 323,791 345,438
Capital lease obligations 271,498 324,198
Storm and property insurance reserve 81,769 72,122
Other deferred credits 179,340 173,834
Other liabilities 149,118 69,653
Total deferred credits and other liabilities 2,482,649 2,474,860
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES $11,911,342 $11,348,626
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 467,960 $ 514,800 $ 417,517
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 586,543 542,129 507,101
Increase (decrease) in deferred income taxes and
related regulatory credit (12,482) 84,491 (19,983)
(Increase) decrease in recoverable storm costs 12,184 (57,130) -
Deferrals under cost recovery clauses (1) 138,949 (102,977) 120,772
(Increase) decrease in fossil fuel stock 6,726 (2,593) 80,129
Increase (decrease) in accounts payable - trade (83,636) 16,785 41,090
Increase (decrease) in other current liabilities 69,985 (9,935) 53,695
Increase in other liabilities 79,465 48,079 357
Other (21,840) (2,800) (21,098)
Net cash provided by operating activities 1,243,854 1,030,849 1,179,580
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2) (1,077,590) (1,269,610) (1,186,678)
Other (15,727) (27,836) (20,506)
Net cash used in investing activities (1,093,317) (1,297,446) (1,207,184)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of first mortgage bonds
and other long-term debt 2,082,993 725,570 265,246
Issuance of preferred stock 190,000 125,000 -
Increase (decrease) in commercial paper 349,600 - (3,000)
Capital contributions from FPL Group, Inc. 255,000 335,000 260,000
Sale of nuclear fuel - - 235,972
Retirement of long-term debt and preferred stock (2,518,571) (487,552) (190,336)
Dividends to FPL Group, Inc. (472,617) (451,616) (396,994)
Dividends on preferred stock (42,663) (43,619) (41,394)
Other 10,035 (22,085) (15,726)
Net cash provided (used) by financing activities (146,223) 180,698 113,768
Net increase (decrease) in cash and cash equivalents 4,314 (85,899) 86,164
Cash and cash equivalents at beginning of year 3,002 88,901 2,737
Cash and cash equivalents at end of year $ 7,316 $ 3,002 $ 88,901
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest (net of amount capitalized) $ 310,598 $ 269,492 $ 283,483
Cash paid for income taxes $ 260,920 $ 197,752 $ 196,212
Supplemental Schedule of Noncash Investing and Financing Activities:
Additions to capital lease obligations $ 57,579 $ 152,833 $ 274,966
</TABLE>
(1) Represents the effect on cash flows from operating activities of the net
amounts deferred or recovered under the fuel and purchased power, oil-
backout, energy conservation, capacity and environmental cost recovery
clauses.
(2) Excludes allowance for other funds used during construction.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1993, 1992 and 1991
1. Summary of Significant Accounting and Reporting Policies
Basis of Presentation - The consolidated financial statements include the
accounts of Florida Power & Light Company (FPL) and its subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation. FPL is a wholly-owned subsidiary of FPL Group, Inc. (FPL
Group). Certain amounts included in prior years' consolidated financial
statements have been reclassified to conform to the current year's
presentation.
Regulation - FPL's accounting practices are subject to regulation by the
Florida Public Service Commission (FPSC) and the Federal Energy Regulatory
Commission (FERC). As a result of such regulation, FPL follows the
accounting practices set forth in Statement of Financial Accounting Standard
(SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation."
Revenues and Rates - Retail and wholesale utility rate schedules are approved
by the FPSC and the FERC, respectively. FPL records the estimated amount of
base revenues for energy delivered to customers but not billed. Such
unbilled revenues are included in receivables - customers and amounted to
approximately $112 million and $120 million at December 31, 1993 and 1992,
respectively.
Revenues include amounts resulting from cost recovery clauses, which are
designed to permit full recovery of certain costs and provide a return on
certain assets utilized by these programs, and franchise fees. Such revenues
represent a pass-through of costs and include substantially all fuel,
purchased power and interchange expenses, conservation-related expenses,
revenue taxes and franchise fees. Revenues from cost recovery clauses are
recorded when billed; FPL achieves matching of costs and related revenues by
deferring the net under or over recovery.
Electric Utility Plant, Depreciation and Amortization - The cost of additions
to units of utility property is added to electric utility plant. The cost of
units of property retired, less net salvage, is charged to accumulated
depreciation. Maintenance and repairs of property as well as replacements
and renewals of items determined to be less than units of property are
charged to other operations and maintenance expense.
Depreciation of utility property is provided primarily on a straight-line
average remaining life basis. Depreciation studies are performed at least
every four years for substantially all utility property. The weighted annual
composite depreciation rate was approximately 3.9%, 3.5% and 3.8% for the
years 1993, 1992 and 1991, respectively. These rates exclude decommissioning
expense and certain accelerated depreciation under cost recovery clauses.
All depreciation methods and rates are approved by the FPSC.
Nuclear fuel costs, including a charge for spent nuclear fuel disposal, is
accrued in fuel expense on a unit of production method.
Substantially all electric utility plant is subject to the lien of the
Mortgage and Deed of Trust, as supplemented, securing FPL's first mortgage
bonds.
Allowance for Funds Used During Construction (AFUDC) - FPL recognizes AFUDC
as a noncash item which represents the allowed cost of capital used to
finance a portion of its construction work in progress. AFUDC is capitalized
as an additional cost of utility plant and is recorded as an addition to
income. The capitalization rate used in computing AFUDC was 8.67% from
January 1993 through June 1993, 8.26% from July 1993 through December 1993,
8.61% in 1992 and 8.46% in 1991.
Nuclear Decommissioning - FPL accrues nuclear decommissioning costs over the
expected service life of each plant. Nuclear decommissioning studies are
performed at least every five years for FPL's four nuclear units. A
provision for nuclear decommissioning of $38 million for each of the years
1993, 1992 and 1991 is included in depreciation expense. The accumulated
provision for nuclear decommissioning totaled $445 million and $390 million
at December 31, 1993 and 1992, respectively, and is included in accumulated
depreciation.<PAGE>
<PAGE>
Amounts equal to decommissioning expense are deposited in either qualified
funds on a pretax basis or in a non-qualified fund on a net of tax basis.
Fund earnings, net of taxes, are reinvested in the funds. Both fund earnings
and the charge resulting from reinvestment of the earnings are included in
other income (deductions). The related income tax effects are included in
deferred taxes. The decommissioning reserve funds may be used only for the
payment of the cost of decommissioning FPL's nuclear units. Securities held
in the funds consist primarily of tax-exempt obligations and are carried at
cost. See Note 9.
The most recent decommissioning studies assume prompt dismantlement for the
Turkey Point nuclear units commencing in the year 2005 and for St. Lucie Unit
No. 2 commencing in 2021. St. Lucie Unit No. 1 will be mothballed in 2016
until St. Lucie Unit No. 2 is ready for dismantlement. FPL's portion of the
cost of decommissioning these units, including dismantlement and reclamation,
expressed in 1993 dollars, is currently estimated to aggregate $935 million.
Storm and Property Insurance Reserve Fund - The storm and property insurance
reserve fund provides coverage toward storm damage costs and possible
retrospective premium assessments stemming from a nuclear incident under the
various insurance programs covering FPL's nuclear generating plants. The
storm and property insurance reserve represents amounts accumulated to date
net of expenditures for storm damages. The related income tax effects are
included in accumulated deferred income taxes. Securities held in the fund
consist primarily of tax-exempt obligations and are carried at cost. In
1992, $21 million of the storm fund was used for storm damage costs
associated with Hurricane Andrew. See Note 9.
Cash Equivalents - Cash equivalents consist of short-term, highly liquid
investments with original maturities of three months or less. The carrying
amount of these investments approximates their market value.
Retirement of Long-Term Debt - The excess of reacquisition cost over the book
value of long-term debt is deferred and amortized to expense ratably over the
remaining life of the original issue, which is consistent with its treatment
in the ratemaking process.
Rate Matters - Deferred litigation items at December 31, 1993 and 1992,
represent costs approved by the FPSC for recovery over five years commencing
with the effective date of new base rates to be established in the next
general rate proceeding.
Income Taxes - Deferred income taxes are provided on all significant temporary
differences between the financial statement and tax bases of assets and
liabilities. Investment tax credits are used to reduce current federal income
taxes and are deferred and amortized to income over the approximate lives of
the related property. FPL is included in the consolidated federal income tax
return filed by FPL Group. FPL determines its income tax provision on the
"separate return method." See Note 3.
2. Cost Reduction Program and Restructuring Charge
In 1993, FPL implemented a major cost reduction program, which resulted in a
$138 million charge and reduced net income by approximately $85 million. The
program consisted primarily of a Voluntary Retirement Plan (VRP) and a
Special Severance Plan (SSP). The VRP was offered to all employees who were
at least 54 years of age and had at least 10 years of service. The plan,
among other things, added five years to age and service for the determination
of plan benefits to be received by eligible employees. Approximately 700
employees, or 75% of those eligible, elected to retire under this program.
The impact on pension cost resulting from the two programs as determined
under the provisions of SFAS No. 88, "Employers' Accounting for Settlements
and Curtailments of Defined Benefit Pension Plans and for Termination
Benefits," was approximately $34 million. The impact on postretirement
benefits as determined under SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" was approximately $29 million.
These amounts are included as part of the total charge of $138 million. See
Note 4.
In 1991, FPL recorded a $90 million restructuring charge in connection with
a company-wide restructuring which reduced net income by $56 million. The
charge included severance pay for departing employees, as well as relocation
and facility modification expenditures.<PAGE>
<PAGE>
3. Income Taxes
In 1993, FPL adopted SFAS No. 109, "Accounting for Income Taxes," which
requires the use of the liability method in accounting for income taxes.
Under the liability method, the tax effect of temporary differences between
the financial statement and tax bases of assets and liabilities are reported
as deferred taxes measured at current tax rates. The principal effect of
adopting SFAS No. 109 was the reclassification of the revenue equivalent of
deferred taxes in excess of the amount required to be reported as a liability
under SFAS No. 109 from accumulated deferred income taxes to a newly-
established deferred regulatory credit - income taxes. This amount will be
amortized over the estimated lives of the assets or liabilities which
resulted in the initial recognition of the deferred tax amount. Adoption of
this standard had no effect on results of operations. The net result of
amortizing the deferred regulatory credit and the related deferred taxes
established under SFAS No. 109 is to yield comparable amounts to those
included in the tax provision under accounting rules applicable to prior
periods.
The components of income taxes are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
(Thousands of Dollars)
<S> <C> <C> <C>
Federal:
Charged to operating expenses:
Current. . . . . . . . . . . . . . . . . $ 238,208 $ 171,571 $ 186,134
Deferred:
Loss on reacquired debt. . . . . . . . 41,606 7,401 691
Cost reduction program/restructuring . (28,995) 191 (7,909)
Depreciation and related items . . . . 13,598 37,749 67,285
Cost recovery clauses. . . . . . . . . (45,873) 33,334 (39,045)
Nuclear decommissioning reserve. . . . (2,016) (1,959) (12,459)
Other. . . . . . . . . . . . . . . . . 9,109 (3,481) (8,639)
Deferred investment tax credits. . . . . (503) (2,817) (634)
Amortization of investment tax credits . (21,143) (20,082) (37,280)
Total. . . . . . . . . . . . . . . . 203,991 221,907 148,144
Charged to other income:
Current. . . . . . . . . . . . . . . . . (311) 1,369 (516)
Deferred:
Amortization of tax settlement interest. . . . 3,229 3,156 3,251
Other. . . . . . . . . . . . . . . . . (6,189) (5,364) (2,960)
Total federal. . . . . . . . . . . . 200,720 221,068 147,919
State:
Charged to operating expenses:
Current. . . . . . . . . . . . . . . . . 41,780 29,224 33,642
Deferred:
Loss on reacquired debt. . . . . . . . 6,992 1,358 209
Cost reduction program/restructuring . (4,810) 33 (1,354)
Depreciation and related items . . . . 2,207 8,110 12,249
Cost recovery clauses. . . . . . . . . (7,645) 5,706 (6,684)
Other. . . . . . . . . . . . . . . . . 507 (1,364) (3,317)
Total. . . . . . . . . . . . . . . . 39,031 43,067 34,745
Charged to other income:
Current. . . . . . . . . . . . . . . . . 616 832 585
Deferred:
Amortization of tax settlement interest. . . . 553 540 556
Other. . . . . . . . . . . . . . . . . (1,030) (919) (441)
Total state. . . . . . . . . . . . . 39,170 43,520 35,445
Total income taxes . . . . . . . . . . . . . . . $239,890 $264,588 $183,364
</TABLE>
<PAGE>
<PAGE>
A reconciliation between income tax expense and the expected income tax
expense at the applicable statutory rates is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
(Thousands of Dollars)
<S> <C> <C> <C>
Computed at statutory federal income tax rate. . . . . . . . . . . $247,747 $264,992 $204,300
Increases (reductions) resulting from:
State income taxes - net of federal income tax benefit . . . 25,461 28,723 23,394
Amortization of investment tax credits . . . . . . . . . . . (21,143) (20,082) (37,280)
Allowance for other funds used during construction . . . . . (14,177) (11,801) (6,700)
Other - net. . . . . . . . . . . . . . . . . . . . . . . . . 2,002 2,756 (350)
Total income taxes . . . . . . . . . . . . . . . . . . . . . . . . $239,890 $264,588 $183,364
</TABLE>
The income tax effects of temporary differences giving rise to FPL's deferred
income tax assets and liabilities after adoption of SFAS No. 109 are as
follows:
<TABLE>
<CAPTION>
December 31, 1993 January 1, 1993
(Thousands of Dollars)
<S> <C> <C>
Deferred tax liabilities:
Property related . . . . . . . . . . . . . $1,634,808 $1,609,900
Unamortized debt reacquisition costs . . . 116,556 65,900
Other. . . . . . . . . . . . . . . . . . . 29,674 8,500
Total deferred tax liabilities. . . . . . 1,781,038 1,684,300
Deferred tax assets:
Unamortized investment tax credits . . . . 124,913 130,000
Deferred regulatory credit - income taxes. 83,524 110,100
Storm and decommissioning reserves . . . . 133,754 119,100
Other. . . . . . . . . . . . . . . . . . . 178,260 128,100
Total deferred tax assets . . . . . . . . 520,451 487,300
Accumulated deferred income taxes. . . . . . . . $1,260,587 $1,197,000
</TABLE>
4. Employee Retirement Benefits
Pension Benefits - Substantially all employees of FPL are covered by FPL
Group's noncontributory defined benefit pension plan. Plan benefits are
generally based on employees' years of service and compensation during the
last years of employment. Participants are vested after five years of
service. Plan assets consist primarily of bonds, common stocks and short-
term investments. Any pension cost recognized by FPL Group is allocated to
FPL on a pro rata basis.<PAGE>
<PAGE>
For 1993, 1992 and 1991 the components of pension cost which were allocated
to FPL, a portion of which has been capitalized, are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
(Thousands of Dollars)
<S> <C> <C> <C>
Benefits earned during the year. . . . . . . . . . . . . . . . . . $ 35,672 $ 39,076 $ 36,268
Interest cost on projected benefit obligation. . . . . . . . . . . 77,854 61,974 59,971
Actual return on plan assets . . . . . . . . . . . . . . . . . . . (233,732) (75,823) (249,773)
Net amortization and deferral. . . . . . . . . . . . . . . . . . . 105,614 (30,448) 147,812
Negative pension cost. . . . . . . . . . . . . . . . . . . . . . . (14,592) (5,221) (5,722)
Effect of cost reduction program (see Note 2). . . . . . . . . . . 34,463 - -
Regulatory adjustment. . . . . . . . . . . . . . . . . . . . . . . - 5,221 5,722
Pension cost recognized in the Consolidated Statements of Income . $ 19,871 $ - $ -
</TABLE>
Prior to 1993, an adjustment was made to reflect in the results of operations
the pension cost calculated under the actuarial cost method used for
ratemaking purposes. In 1993, FPL adopted consistent pension measurements
for ratemaking and financial reporting. The accumulated regulatory
adjustment is being amortized to income over five years. At December 31,
1993 and 1992, the cumulative amounts of these regulatory adjustments
included in other deferred credits were approximately $16 million and $20
million, respectively.
During 1992, the method used for valuing plan assets in the calculation of
pension cost was changed from fair value to a calculated market-related
value. The new method was adopted to reduce the volatility in annual pension
expense that results from short-term fluctuations in the securities markets.
The cumulative effect of the change was to reduce prepaid pension cost and
the related accumulated regulatory adjustment by approximately $37 million,
with no effect on earnings.
During 1993, the effect of a prior plan amendment that changed the manner in
which benefits accrue was recognized and included as part of prior service
cost to be amortized over the remaining service life of the employees.
FPL funds the pension cost calculated under the entry age normal level
percentage of pay actuarial cost method, provided that this amount satisfies
the Employee Retirement Income Security Act minimum funding standards and is
not greater than the maximum tax deductible amount for the year. No
contributions to the plan were required for 1993, 1992 or 1991.
In 1993, the FPL pension plan and the FPL Group pension plan were combined.
Accordingly, the 1992 amounts have been restated to present the position of
the combined plans. Any pension cost recognized by FPL Group has been
allocated to FPL on a pro rata basis. At December 31, 1993, the portion of
prepaid pension cost recognized in FPL's statement of position was a
liability of approximately $.3 million. A reconciliation of the funded
status of the combined FPL Group Plan is presented below:
<TABLE>
<CAPTION>
December 31,
1993 1992
(Thousands of Dollars)
<S> <C> <C>
Fair market value of plan assets . . . . . . . . . . . . . . . . . . . . . $1,662,051 $1,549,294
Actuarial present value of benefits for services rendered to date:
Accumulated benefits based on salaries to date,
including vested benefits of $689.2 million and
$870.6 million for 1993 and 1992, respectively . . . . . . . . . . 740,959 883,487
Additional benefits based on estimated future salary levels. . . . . 325,582 235,908
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . 1,066,541 1,119,395
Plan assets in excess of projected benefit obligation. . . . . . . . . . . 595,510 429,899
Prior service cost not recognized in net periodic pension cost . . . . . . 212,908 79,584
Unrecognized net asset at January 1, 1986, being amortized
primarily over 19 years - net of accumulated amortization. . . . . . (256,914) (280,270)
Unrecognized net gain. . . . . . . . . . . . . . . . . . . . . . . . . . . (548,741) (206,755)(1)
Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,763 $ 22,458
</TABLE>
(1) Includes $37 million effect of changing to calculated market-related
method of valuing plan assets.<PAGE>
<PAGE>
As of December 31, 1993 and 1992, the weighted-average discount rate used in
determining the actuarial present value of the projected benefit obligation
was 7.0% and 6.0%, respectively. The assumed rate of increase in future
compensation levels at those respective dates was 5.5% and 6.0%. The
expected long-term rate of return on plan assets used in determining pension
cost was 7.75% for 1993 and 7.0% for 1992 and 1991.
Other Postretirement Benefits - Substantially all employees of FPL are covered
by FPL Group's defined benefit postretirement plans for health care and life
insurance benefits. Eligibility for health care benefits is based upon age
plus years of service at retirement. The plans are contributory, and contain
cost-sharing features such as deductibles and coinsurance. FPL Group has
capped company contributions for postretirement health care at a defined
level which, depending on actual claims experience, may be reached by the
year 2000. Generally, life insurance benefits for retirees are capped at
$50,000. FPL Group's policy is to fund postretirement benefits in amounts
determined at the discretion of management. Benefit payments in 1993 and
1992 totaled $13 million and $12 million, respectively, and were paid out of
existing plan assets.
In 1993, FPL adopted SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions." For the year ended December 31, 1993, the
components of net periodic postretirement benefit cost allocated to FPL, a
portion of which has been capitalized, are as follows:
<TABLE>
<CAPTION>
Year Ended
December 31, 1993
(Thousands of Dollars)
<S> <C>
Service cost . . . . . . . . . . . . . . . . . . . . . $ 5,094
Interest cost. . . . . . . . . . . . . . . . . . . . . 14,303
Return on plan assets. . . . . . . . . . . . . . . . . (7,935)
Amortization of transition obligation . . . . . . . . 4,017
Net periodic postretirement benefit cost . . . . . . . 15,479
Effect of cost reduction program (see Note 2). . . . . 29,008
Postretirement benefit cost recognized in the
Consolidated Statement of Income . . . . . . . . . . $44,487
</TABLE>
A reconciliation of the funded status of the combined FPL Group Plan is
presented below. The portion of accrued postretirement benefit cost
recognized in the statement of position of FPL is approximately $44 million.
<TABLE>
<CAPTION>
December 31, 1993
(Thousands of Dollars)
<S> <C>
Plan assets at fair value, primarily listed stocks and bonds . . . . $109,372
Accumulated postretirement benefit obligation:
Retirees . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,788
Fully eligible active plan participants. . . . . . . . . . . . 68,823
Other active plan participants . . . . . . . . . . . . . . . . 177,419
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . 253,030
Accumulated postretirement benefit obligation
in excess of plan assets . . . . . . . . . . . . . . . . . . . (143,658)
Unrecognized net transition obligation (amortized over 20 years) . . 66,217
Unrecognized net loss. . . . . . . . . . . . . . . . . . . . . . . . 32,633
Accrued postretirement benefit cost. . . . . . . . . . . . . . . . . $44,808
</TABLE>
The weighted-average annual assumed rate of increase in the per capita cost
of covered benefits (i.e., health care cost trend rate) for 1993 is 10.5% for
retirees under age 65 and 6.5% for retirees over age 65. These rates are
assumed to decrease gradually to 6.0% by the year 2000, which is when it is
anticipated that benefit costs will reach the defined level at which FPL
Group's contributions will be capped. The cap on FPL Group's contributions
mitigates the potential significant increase<PAGE>
<PAGE>
in costs resulting from an increase in the health care cost trend rate.
Increasing the assumed health care cost trend rate by one percentage point
would increase the plan's accumulated postretirement benefit obligation as of
December 31, 1993 by $8 million, and the aggregate of the service and
interest cost components of net periodic postretirement benefit cost of the
plan for 1993 by approximately $1 million.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.0% at December 31, 1993. The
expected long-term rate of return on plan assets was 7.75% at December 31,
1993.
Postemployment Benefits - In 1993, FPL adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits," which requires a change from
recognizing expenses when paid to recording the benefits as the liability is
incurred. Implementation of this pronouncement did not have a material
effect on FPL's results of operations.
5. Leases
In 1991, FPL expanded its nuclear fuel lease program to include all four of
its nuclear units. In connection with this expansion, FPL sold to a
non-affiliated lessor and leased back approximately $220 million of nuclear
fuel held in reactors of these units, as well as nuclear fuel in various
stages of enrichment. The fuel was sold at book value. Nuclear fuel
payments, which are based on energy production and are charged to fuel
expense, were $122 million, $120 million and $81 million for the years ended
December 31, 1993, 1992 and 1991, respectively. Included in these payments
was an interest component of $11 million, $13 million and $9 million in 1993,
1992 and 1991, respectively. Under certain circumstances of lease
termination, FPL is required to purchase all nuclear fuel in whatever form at
a purchase price designed to allow the lessor to recover its net investment
cost in the fuel, which totaled $226 million at December 31, 1993. For
ratemaking purposes, the leases encompassed within this lease arrangement are
classified as operating leases. For financial reporting purposes, the
capital lease obligation is recorded at the amount due in the event of lease
termination.
In 1992, FPL entered into a noncancellable capital lease arrangement for an
office building whose net book value at December 31, 1993 and 1992 was
approximately $46 million and $48 million, respectively. The present value
of future minimum lease payments at December 31, 1993 totaled $49 million.
Future minimum annual lease payments under this lease arrangement, which
expires in 2016, are estimated to be $4 million.
Excluding these leases, the amount of assets and capitalized lease
obligations for other capital leases is not material.
FPL leases automotive, computer, office and other equipment through rental
agreements with various terms and expiration dates. Rental expense totaled
$31 million, $53 million and $50 million for 1993, 1992 and 1991,
respectively. Minimum annual rental commitments for noncancellable operating
leases are $21 million for 1994, $18 million for 1995, $12 million for 1996,
$6 million for 1997, $5 million for 1998 and $13 million thereafter.
6. Jointly-Owned Facilities
FPL owns approximately 85% of the St. Lucie Nuclear Unit No. 2, 20% of the
St. Johns River Power Park (SJRPP) units and coal terminal and a 49%
undivided interest in Scherer Unit No. 4. FPL expects to purchase an
additional 27% undivided ownership interest in Scherer Unit No. 4 in two
stages through 1995. At December 31, 1993, FPL's investment in St. Lucie
Unit No. 2 was $768 million, net of accumulated depreciation of $397 million;
the investment in the SJRPP units and coal terminal was $221 million, net of
accumulated depreciation of $110 million; the investment in Scherer Unit No.
4 was $296 million, net of accumulated depreciation of $54 million.
FPL is responsible for its share of the operating costs, as well as providing
its own financing. At December 31, 1993, there was no significant balance of
construction work in progress on these facilities.<PAGE>
<PAGE>
7. Common Shareholder's Equity
The changes in common shareholder's equity accounts are as follows:
<TABLE>
<CAPTION>
Additional Common
Common Paid-in Retained Shareholder's
Stock(1) Capital Earnings Equity
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Balances, December 31, 1990. . . . . . . . . . . . . . $1,373,069 $ 895,128 $921,456
Contributions from FPL Group . . . . . . . . . - 260,000 -
Net income available to FPL Group. . . . . . . - - 376,261
Dividends to FPL Group . . . . . . . . . . . . - - (396,994)
Other. . . . . . . . . . . . . . . . . . . . . - 28 (209)
Balances, December 31, 1991. . . . . . . . . . . . . . 1,373,069 1,155,156 900,514
Contributions from FPL Group . . . . . . . . . - 335,000 -
Net income available to FPL Group. . . . . . . - - 470,899
Dividends to FPL Group . . . . . . . . . . . . - - (451,616)
Preferred stock issuance costs and other . . . - (2,689) (1,852)
Balances, December 31, 1992. . . . . . . . . . . . . . 1,373,069 1,487,467 917,945 $3,778,481
Contributions from FPL Group . . . . . . . . . - 255,000 -
Net income available to FPL Group. . . . . . . - - 425,297
Dividends to FPL Group . . . . . . . . . . . . - - (472,617)
Preferred stock issuance costs and other . . . - (1,031) (5,705)
Balances, December 31, 1993. . . . . . . . . . . . . . $1,373,069 $1,741,436 $864,920 $3,979,425
</TABLE>
(1) Common stock, no par value, 1,000 shares authorized, issued and
outstanding.
FPL's charter and mortgage contain provisions that, under certain conditions,
restrict the payment of dividends and other distributions to FPL Group.
Given FPL's current financial condition and level of earnings, these
restrictions do not currently limit FPL's ability to pay dividends to FPL
Group.
In 1993, 1992 and 1991 FPL paid, as dividends to FPL Group, its net income
available to FPL Group on a one-month lag basis.<PAGE>
<PAGE>
8. Preferred Stock and Long-Term Debt
Preferred Stock (1)
<TABLE>
<CAPTION>
December 31, 1993
Shares Redemption December 31,
Outstanding Price 1993 1992
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Preferred stock without sinking fund requirements:
Cumulative, No Par Value, authorized 10,000,000
shares at December 31, 1993 and December 31, 1992
$2.00 No Par Value, Series A (Involuntary
Liquidation Value $25 Per Share) 5,000,000 $ 27.00 $125,000 $125,000
Cumulative, $100 Par Value, authorized
15,822,500 shares at December 31, 1993
and 17,842,000 shares at December 31, 1992
4 1/2% Series 100,000 101.00 10,000 10,000
4 1/2% Series A 50,000 101.00 5,000 5,000
4 1/2% Series B 50,000 101.00 5,000 5,000
4 1/2% Series C 62,500 103.00 6,250 6,250
4.32% Series D 50,000 103.50 5,000 5,000
4.35% Series E 50,000 102.00 5,000 5,000
7.28% Series F 600,000 102.93 60,000 60,000
7.40% Series G 400,000 102.53 40,000 40,000
8.70% Series K - - - 75,000
8.84% Series L - - - 50,000
8.50% Series P - - - 35,000
6.98% Series S 750,000 -(2) 75,000 -
7.05% Series T 500,000 -(2) 50,000 -
6.75% Series U 650,000 -(2) 65,000 -
Total preferred stock without sinking fund requirements 8,262,500 $451,250 $421,250
Preferred stock with sinking fund requirements(3):
10.08% Series J - - - $ 3,746
8.70% Series M - - - 30,200
11.32% Series O - - - 6,500
6.84% Series Q (4) 485,000 104.10 $ 48,500 48,500
8.625% Series R (5) 500,000 108.63 50,000 50,000
Total preferred stock with sinking fund requirements 985,000 98,500 138,946
Less current maturities 1,500 8,796
Preferred stock with sinking fund requirements, excluding current maturities $ 97,000 $130,150
</TABLE>
(1) FPL's charter authorizes the issuance of 5 million shares of subordinated
preferred stock, no par value. No shares of subordinated preferred stock
are outstanding. In 1993, FPL issued 1,900,000 shares of $100 par value
preferred stock. In 1992, FPL issued 5,000,000 shares of $2.00 No Par
Value, Series A, preferred stock. There were no issuances of preferred
stock in 1991.
(2) Not redeemable prior to 2003.
(3) Minimum annual sinking fund requirements on preferred stock are
approximately $2 million for each of the years 1994 and 1995 and $4
million for each of the years 1996, 1997 and 1998. In the event that FPL
should be in arrears on its sinking fund obligations, FPL may not pay
dividends on common stock.
(4) Entitled to a sinking fund to retire a minimum of 15,000 shares and a
maximum of 30,000 shares annually from 1994 through 2026 at $100 per
share plus accrued dividends. FPL redeemed and retired 15,000 shares in
1992, satisfying the 1993 minimum annual sinking fund requirement.
(5) Entitled to a sinking fund to retire a minimum of 25,000 shares and a
maximum of 50,000 shares annually from 1996 through 2015 at $100 per
share plus accrued dividends.
<PAGE>
<PAGE>
Long-Term Debt(1)(2)
<TABLE>
<CAPTION>
December 31,
1993 1992
(Thousands of Dollars)
<S> <C> <C>
First Mortgage Bonds:
Maturing through 2000 - 4 5/8% to 9 5/8% $ 460,697 $ 500,000
Maturing 2001 through 2015 - 6 5/8% to 9 1/8% 700,000 725,000
Maturing 2016 through 2026 - 7% to 10 1/4% 1,126,223 1,425,000
Medium-Term Notes:
Maturing through 2000 - 4.85% to 9.5% 280,300 30,000
Maturing 2001 through 2015 - 5.79% to 9.4% 155,725 90,000
Maturing 2016 through 2022 - 8% to 9.45% 148,700 193,700
Pollution Control and Industrial Development Series:
Maturing 2008 through 2027 - 6.10% to 11 3/8% 412,565(3) 456,705
Pollution Control, Solid Waste Disposal and
Industrial Development Revenue Bonds:
Maturing 2021 through 2027 - variable, 2.6%
to 3.9% year-end interest rate 200,315 77,625
Installment Purchase and Security Contracts:
Maturing 2004 through 2007 - 5.40% to 6.15% 22,990 89,030
Promissory Note - 5% due 1993 - 1,750
Unamortized discount - net (44,450) (32,656)
Total long-term debt 3,463,065 3,556,154
Less current maturities - 151,750
Long-term debt, excluding current maturities $3,463,065 $3,404,404
</TABLE>
(1) Minimum annual maturities and sinking fund requirements of long-term
debt are approximately $80 million for 1995, $100 million for 1996 and
$181 million for 1998.
(2) Available lines of credit aggregated approximately $800 million at
December 31, 1993, all of which were based on firm commitments.
(3) Excludes approximately $46 million principal amount of bonds removed
from the balance sheet in December 1993 as a result of an in-substance
defeasance. Such bonds were redeemed in January 1994 with funds
previously placed in an irrevocable trust.
9. Fair Value of Financial Instruments
The following estimates of the fair value of financial instruments have been
made using available market information and other valuation methodologies.
However, the use of different market assumptions or methods of valuation
could result in different estimated fair values.
<TABLE>
<CAPTION>
December 31,
1993 1992
Carrying Estimated Carrying Estimated
Amount Fair Value(1) Amount Fair Value(1)
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Nuclear decommissioning reserve funds $ 325,238 $ 348,352 $ 270,506 $ 281,789
Storm and property insurance reserve fund $ 53,536 $ 55,489 $ 48,292 $ 50,088
Preferred stock with sinking fund requirements(2) $ 98,500 $ 104,463 $ 138,946 $ 144,148
Long-term debt(2) $ 3,463,065 $3,618,822 $3,556,154 $3,711,632
</TABLE>
(1) Based on the quoted market prices for these or similar issues.
(2) Includes current maturities.<PAGE>
<PAGE>
10. Commitments and Contingencies
Capital Commitments - FPL has made certain commitments in connection with its
projected capital expenditures. These expenditures, for the construction or
acquisition of additional facilities and equipment to meet customer demand,
are estimated to be $3.7 billion, including AFUDC, for the years 1994 through
1998.
Insurance - Liability for accidents at nuclear power plants is governed by the
Price-Anderson Act, which limits the liability of nuclear reactor owners to
the amount of the insurance available from private sources and under an
industry retrospective payment plan. In accordance with this Act, FPL
maintains $200 million of private liability insurance, which is the maximum
obtainable, and participates in a secondary financial protection system under
which it is subject to retrospective assessments of up to $317 million per
incident at any nuclear utility reactor in the United States, payable at a
rate not to exceed $40 million per incident per year.
FPL participates in insurance pools and other arrangements that provide $2.75
billion of limited insurance coverage for property damage, decontamination
and premature decommissioning risks at its nuclear plants. The proceeds from
such insurance, however, must first be used for reactor stabilization and
site decontamination before they can be used for plant repair. FPL also
participates in an insurance program that provides limited coverage for
replacement power costs if a plant is out of service because of an accident.
In the event of an accident at one of FPL's or another participating
insured's nuclear plant, FPL could be assessed up to $58 million in
retrospective premiums, and in the event of a subsequent accident at such
nuclear plants during the policy period, the maximum assessment is $72
million under the programs in effect at December 31, 1993. This contingent
liability would be partially offset by a portion of FPL's storm and property
insurance reserve (storm fund), which totaled $82 million at that date.
In the event of a catastrophic loss at one of FPL's nuclear plants, the
amount of insurance available may not be adequate to cover property damage
and other expenses incurred. Uninsured losses, to the extent not recovered
through rates, would be borne by FPL and could have a material adverse effect
on FPL's financial condition.
In 1993, FPL replaced its transmission and distribution (T&D) property
insurance coverage with a self-insurance program due to the high cost and
limited coverage available from third-party insurers. Costs incurred under
the self-insurance program will be charged against FPL's storm fund.
Recovery of any losses in excess of the storm fund from ratepayers will
require the approval of the FPSC. FPL's available lines of credit include
$300 million to provide additional liquidity in the event of a T&D property
loss.
Contracts - FPL has take-or-pay contracts with the Jacksonville Electric
Authority (JEA) for 374 megawatts (mw) through 2023 and with the subsidiaries
of the Southern Company to purchase 1,406 mw of power through May 1994, and
declining amounts thereafter through mid-2010. FPL also has various firm
pay-for-performance contracts to purchase 1,031 mw from certain cogenerators
and small power producers (qualifying facilities) with expiration dates
ranging from 2002 through 2026. These contracts provide for capacity and
energy payments. Capacity payments for the pay-for-performance contracts are
subject to the qualifying facilities meeting certain contract obligations.
Energy payments are based on the actual power taken under these contracts.
The required capacity payments through 1998 under these contracts are
estimated to be as follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
(In Millions)
<S> <C> <C> <C> <C> <C>
JEA. . . . . . . . . . . . . . . . . . $ 80 $ 80 $ 80 $ 80 $ 80
Southern Companies . . . . . . . . . . 200 150 140 140 140
Qualifying Facilities. . . . . . . . . 140 160 310 340 350
</TABLE>
<PAGE>
<PAGE>
FPL's capacity and energy charges under these contracts for 1993, 1992 and
1991 were as follows:
<TABLE>
<CAPTION>
1993 Charges 1992 Charges 1991 Charges
Capacity Energy(3) Capacity Energy(3) Capacity Energy(3)
(In Millions)
<S> <C> <C> <C> <C> <C> <C>
JEA. . . . . . . . . . . . . . $ 85(1) $ 51 $ 85(1) $ 48 $ 82(4) $ 53
Southern Companies . . . . . . 268(2) 183 377(2) 283 389(2) 311
Qualifying Facilities. . . . . 60(2) 40 44(2) 40 5(2) 36
</TABLE>
(1) Recovered through base rates and the capacity cost recovery clause
(capacity clause).
(2) Recovered through the capacity clause.
(3) Recovered through the fuel and purchased power cost recovery clause.
(4) Recoverable through base rates.
FPL has take-or-pay contracts for the supply and transportation of natural
gas under which it is required to make payments estimated to be $280 million
for 1994, $380 million for 1995 and $390 million for each of the years 1996,
1997 and 1998. Total payments made under these contracts were $270 million,
$269 million and $221 million for 1993, 1992 and 1991, respectively.
Litigation - Union Carbide Corporation sued FPL and Florida Power Corporation
alleging that, through a territorial agreement approved by the FPSC, they
conspired to eliminate competition in violation of federal antitrust laws.
Praxair, Inc., an entity that was formerly a unit of Union Carbide, has been
substituted as the plaintiff. The suit seeks treble damages of an
unspecified amount based on alleged higher prices paid for electricity and
product sales lost. Cross motions for summary judgment were denied. Both
parties are appealing the denials.
A suit brought by the partners in a cogeneration project located in Dade
County, Florida, alleges that FPL has engaged in anti-competitive conduct
intended to eliminate competition from cogenerators generally, and from their
facility in particular, in violation of federal antitrust laws and have
wrongfully interfered with the cogeneration project's contractual
relationship with Metropolitan Dade County. The suit seeks damages in excess
of $100 million before trebling under antitrust law, plus other unspecified
compensatory and punitive damages. FPL's motion for summary judgment has
been denied.
FPL believes that it has meritorious defenses to all of the litigation
described above and is vigorously defending these suits. Accordingly, the
liabilities, if any, arising from this litigation are not anticipated to have
a material adverse effect on FPL's financial statements.
11. Transactions with Related Parties
FPL provides certain services to and receives services from FPL Group, or
other subsidiaries of FPL Group. The full cost of such services is charged
to the entity benefitting from the service. In addition, certain common
costs of FPL Group are allocated to all subsidiaries, including FPL, based
primarily on each subsidiary's equity. Neither current period amounts
charged or allocated, nor balances outstanding, were material for any year.
See Note 3 - Income Taxes.<PAGE>
<PAGE>
12. Quarterly Data (Unaudited)
Condensed consolidated quarterly financial information for 1993 and 1992 is
as follows:
<TABLE>
<CAPTION>
March 31(1) June 30(1) September 30(1) December 31(1)
(Thousands of Dollars)
<S> <C> <C> <C> <C>
1993
Operating revenues . . . . . . . $1,103,536 $ 1,321,504 $1,586,141 $1,213,118
Operating income . . . . . . . . $ 163,685 $ 180,633 $ 210,608(2) $ 168,502
Net income . . . . . . . . . . . $ 102,908 $ 115,679 $ 142,747(2) $ 106,626
Net income available to FPL Group. $ 91,631 $ 105,036 $ 132,035(2) $ 96,595
1992
Operating revenues . . . . . . . $1,064,693 $ 1,232,414 $1,556,083 $1,247,273
Operating income . . . . . . . . $ 150,305 $ 174,950 $ 264,668 $ 174,468
Net income . . . . . . . . . . . $ 85,683 $ 113,032 $ 201,971 $ 114,114
Net income available to FPL Group. $ 75,305 $ 101,625 $ 190,912 $ 103,057
</TABLE>
(1) In the opinion of FPL, all adjustments, which consist of normal
recurring accruals necessary to present a fair statement of such
amounts for such periods, have been made. Results of operations
for an interim period may not give a true indication of results
for the calendar year.
(2) Charge resulting from cost reduction program reduced amount
shown by $85 million. See Note 2.<PAGE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
DIRECTORS(1)
James L. Broadhead. Mr. Broadhead, 58, is chairman and chief executive
officer of FPL. He is also chairman, president and chief executive officer
of FPL Group and president and chief executive officer of FPL Group Capital
Inc. Mr. Broadhead is a director of FPL Group and its subsidiary FPL Group
Capital Inc, Barnett Banks, Inc., Delta Air Lines, Inc. and The Pittston
Company. He is also a board fellow of Cornell University. Mr. Broadhead has
been a director of FPL since 1989.
Dennis P. Coyle. Mr. Coyle, 55, is general counsel and secretary of FPL and
FPL Group. He is also secretary of FPL Group Capital Inc. Mr. Coyle was
formerly vice president of FPL Group and partner of the law firm Steel Hector
& Davis. Mr. Coyle has been a director of FPL since 1990.
Paul J. Evanson. Mr. Evanson, 52, is senior vice president, finance and chief
financial officer of FPL, vice president, finance and chief financial officer
of FPL Group and vice president and chief financial officer of FPL Group
Capital Inc. He is a director of FPL Group Capital Inc, Lynch Corporation
and Southern Energy Homes, Inc. Mr. Evanson was formerly president and chief
operating officer of the Lynch Corporation, a diversified holding company.
Mr. Evanson has been a director of FPL since 1992.
Stephen E. Frank. Mr. Frank, 52, is president and chief operating officer of
FPL. He was formerly executive vice president and chief financial officer of
TRW, Inc., a Cleveland-based diversified, high technology, multinational
company. He is a director of FPL Group, Arkwright Mutual Insurance Company
and Great Western Financial Corporation and a trustee of the University of
Miami. Mr. Frank has been a director of FPL since 1990.
Jerome H. Goldberg. Mr. Goldberg, 62, is president of FPL's nuclear division.
He was formerly executive vice president of FPL and group vice president-
nuclear of Houston Lighting & Power Company, an electric utility. Mr.
Goldberg has been a director of FPL since 1990.
Lawrence J. Kelleher. Mr. Kelleher, 46, is senior vice president, human
resources of FPL and vice president, human resources of FPL Group. He was
formerly chief human resources officer of FPL, director of corporate
development of FPL Group and director of management services of FPL. Mr.
Kelleher has been a director of FPL since 1990.
J. Thomas Petillo. Mr. Petillo, 49, is senior vice president, external
affairs of FPL. He was formerly group vice president of FPL. Mr. Petillo
has been a director of FPL since 1991.
C. O. Woody. Mr. Woody, 55, is senior vice president, power generation of
FPL. He was formerly executive vice president of FPL. Mr. Woody has been a
director of FPL since 1990.
Michael W. Yackira. Mr. Yackira, 42, is senior vice president, market and
regulatory services of FPL. He was formerly chief planning officer of FPL,
vice president of FPL Group and vice president of GTE Florida, a
telecommunications company, and assistant controller of GTE Service Corp., a
telecommunications company. Mr. Yackira has been a director of FPL since
1990.
(1) Directors are elected annually and serve until their resignation, removal
or until their respective successors are elected. Includes each
director's business experience during the past five years.<PAGE>
<PAGE>
EXECUTIVE OFFICERS(1)
<TABLE>
<CAPTION>
Name Age Position Effective Date
<S> <C> <C> <C>
James L. Broadhead 58 Chairman of the Board and Chief Executive Officer January 15, 1990
Dennis P. Coyle 55 General Counsel and Secretary July 1, 1991
K. Michael Davis 47 Vice President, Accounting, Controller and July 1, 1991
Chief Accounting Officer
Paul J. Evanson 52 Senior Vice President, Finance and Chief December 5, 1992
Financial Officer
Stephen E. Frank 52 President and Chief Operating Officer August 13, 1990
Jerome H. Goldberg 62 President, Nuclear Division July 1, 1991
Lawrence J. Kelleher 46 Senior Vice President, Human Resources July 1, 1991
J. Thomas Petillo 49 Senior Vice President, External Affairs July 1, 1991
Dilek L. Samil 38 Treasurer July 1, 1991
C. O. Woody 55 Senior Vice President, Power Generation July 1, 1991
Michael W. Yackira 42 Senior Vice President, Market and Regulatory Services July 1, 1991
</TABLE>
(1) Executive officers are elected annually by, and serve at the pleasure of,
FPL's Board of Directors.
The business experience of the above named executive officers is as follows:
Mr. Davis was previously comptroller of FPL.
Ms. Samil was previously assistant treasurer of FPL and FPL Group.
For the business experience of the remaining executive officers, see Item 10.
Directors and Executive Officers of the Registrant - Directors.<PAGE>
<PAGE>
Item 11. Executive Compensation
The following table sets forth compensation paid during the past three years
to FPL's chief executive officer and the other four most highly-compensated
persons who served as executive officers of FPL at December 31, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts All
Other Restricted Long Term Other
Annual Stock Incentive Plan Compen-
Name and Principal Position Year Salary Bonus Compensation Awards(1) Payouts(2) sation(3)
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Broadhead 1993 $666,333 $505,747 $ 4,989 $ - $ 609,664 $ 9,182
Chairman of the Board and Chief 1992 643,800 424,483 3,342 - 647,772 8,576
Executive Officer of FPL 1991 592,059 378,450 3,313 -(4) - 8,175
and FPL Group
Stephen E. Frank 1993 476,100 282,803 3,278 - 273,836 10,554
President and Chief Operating 1992 460,000 245,916 3,064 - 286,000 9,858
Officer of FPL 1991 420,000 243,000 773 175,670(5) - 8,105
Jerome H. Goldberg 1993 445,100 204,468 9,702 - 148,432 10,554
President, Nuclear Division 1992 430,000 175,528 4,241 - 107,250 9,858
of FPL 1991 395,300 170,000 4,359 - - 8,802
Dennis P. Coyle 1993 270,135 116,648 - - 129,136 9,163
General Counsel and Secretary 1992 261,000 99,754 1,899 - 132,839 8,576
of FPL and FPL Group 1991 226,118 91,350 445 - - 5,470
C. O. Woody 1993 261,900 126,039 721 - 129,078 10,554
Senior Vice President, Power 1992 253,000 103,736 1,455 - 117,939 9,858
Generation of FPL 1991 237,400 97,000 1,602 - - 8,802
</TABLE>
(1) Dividends at normal rates are paid on restricted common stock.
(2) Payouts were made 60% in shares of common stock, valued at $37.875 per
share, and 40% in cash.
(3) Employer matching contributions to employee thrift plans.
(4) At December 31, 1993, Mr. Broadhead held 96,800 shares of restricted
common stock with a value of $3,787,300. These shares were awarded in
1991 for the purpose of financing Mr. Broadhead's supplemental retirement
plan and will offset lump sum benefits that would otherwise be payable
to him in cash upon retirement. See Retirement Plans herein.
(5) At December 31, 1993, Mr. Frank held 1,882 shares of restricted common
stock with a value of $73,633. A total of 5,644 shares were awarded to
Mr. Frank in 1991 pursuant to an undertaking made to him when he was
initially employed by FPL and vested in equal installments on
February 15, 1992, 1993 and 1994.
<PAGE>
<PAGE>
Stock Options
The following table sets forth information with respect to the only executive
officer named in the Summary Compensation Table who held any stock options or
stock appreciation rights (SARs) during 1993.
<TABLE>
<CAPTION>
December 31, 1993
Number of Shares Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Value Options/SARs Options/SARs
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
C. O. Woody - - 1,787 - $14,743 -
</TABLE>
Long Term Incentive Plan Awards
In 1993 and 1994, awards of performance shares under FPL Group's Long Term
Incentive Plan were made to the executive officers named in the Summary
Compensation Table as set forth in the following table.
LONG TERM INCENTIVE PLAN AWARDS
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based Plans
Number of Shares
Performance
Number of Period
Name Year Shares Until Payout Threshold Target Maximum
<S> <C> <C> <C> <C> <C> <C>
James L. Broadhead 1993 21,883 1/1/93 - 12/31/96 - 21,883 21,883
1994 25,282 1/1/94 - 12/31/97 - 25,282 25,282
Stephen E. Frank 1993 8,656 1/1/93 - 12/31/96 - 8,656 8,656
1994 10,001 1/1/94 - 12/31/97 - 10,001 10,001
Jerome H. Goldberg 1993 6,937 1/1/93 - 12/31/96 - 6,937 6,937
1994 8,014 1/1/94 - 12/31/97 - 8,014 8,014
Dennis P. Coyle 1993 4,839 1/1/93 - 12/31/96 - 4,839 4,839
1994 5,590 1/1/94 - 12/31/97 - 5,590 5,590
C. O. Woody 1993 4,082 1/1/93 - 12/31/96 - 4,082 4,082
1994 4,743 1/1/94 - 12/31/97 - 4,743 4,743
</TABLE>
The performance share awards shown above are payable at the end of the
four-year performance periods. The amount of the payout is determined by
multiplying the participant's target number of shares by his average level of
attainment, expressed as a percentage, which may not exceed 100%, of his
targeted awards under the Annual Incentive Plans for each of the years
encompassed by the award period. The incentive performance measures were
financial (weighted 50%), operating (weighted 30%) and major projects
(weighted 20%). The financial performance indicators were operations and
maintenance costs, capital expenditure levels, book and regulatory return on
equity and net income. The operating performance indicators were customer
satisfaction survey results, service reliability as measured by the frequency
and duration of service interruptions, system performance as measured by the
equivalent availability factors for the fossil and nuclear power plants,
unplanned trips of nuclear power plants, the NRC's systematic assessment of
licensee performance for the nuclear plants, employee staffing levels, number
of significant environmental violations and employee safety. The major
projects performance indicators were load management installed capability,
the adherence to schedules and budgets for the Lauderdale repowering project,
the Martin plant construction project, and customer information system
project, implementation of an integrated resource plan and conservation
programs annual installed capacity. If FPL Group shareholders approve the
Annual Incentive Plan and Long<PAGE>
<PAGE>
Term Incentive Plan described in FPL Group's proxy statement for the 1994
Annual Meeting, future annual incentive payouts will be based on achieving
specific net income goals. Payouts under the current Long Term Incentive
Plan can range from zero to 100% of the target amount. Payouts under the
proposed new Long Term Incentive Plan can range from zero to 160%.
Retirement Plans
FPL Group maintains a non-contributory defined benefit pension plan and
supplemental executive retirement plans which cover FPL employees. The
following table shows the estimated annual benefits, calculated on a
straight-line annuity basis, payable upon retirement in 1993 at age 65 after
the indicated years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Eligible
Average Annual Years of Service
Compensation 10 20 30 40 50
<S> <C> <C> <C> <C> <C>
$ 300,000 $ 70,837 $ 118,377 $ 147,572 $ 156,259 $ 158,647
400,000 95,757 158,377 197,572 208,759 211,147
500,000 120,677 198,377 247,572 261,259 263,647
600,000 145,597 238,377 297,572 313,759 316,147
700,000 170,516 278,377 347,572 366,259 368,647
800,000 195,436 318,377 397,572 418,759 421,147
900,000 220,356 358,377 447,572 471,259 473,647
1,000,000 245,276 398,377 497,572 523,759 526,147
1,100,000 270,196 438,377 547,572 576,259 578,647
1,200,000 295,116 478,377 597,572 628,759 631,147
1,300,000 320,036 518,377 647,572 681,259 683,647
1,400,000 344,956 558,377 697,572 733,759 736,147
1,500,000 369,876 598,377 747,572 786,259 788,647
</TABLE>
The compensation covered by the plans includes annual salaries and bonuses of
officers of FPL Group and annual salaries of officers of FPL, as shown in the
Summary Compensation Table, but no other amounts shown in the Table. The
estimated credited years of service for the executive officers named in the
Summary Compensation Table are: Mr. Broadhead, 5 years; Mr. Frank, 3 years;
Mr. Goldberg, 4 years; Mr. Coyle, 4 years; and Mr. Woody, 37 years.
A supplemental retirement plan for Mr. Broadhead provides for a lump-sum
retirement benefit equal to the then present value of a joint and survivor
annuity providing annual payments to him equal to 61% to 65% of his average
annual compensation for the three years prior to his retirement between age
62 (1998) and age 65 (2001) and to his surviving beneficiary of 37.5% of such
average annual compensation, reduced by the then present value of the annual
amount of payments to which he is entitled under all other pension and
retirement plans of FPL Group and former employers. This benefit is further
reduced by the then value of 96,800 shares of restricted common stock which
vest as to 77,000 shares in 1998 and as to 19,800 shares in 2001. Upon a
change of control of FPL Group, (as defined below under Employment
Agreements), the restrictions on the restricted stock lapse and the full
retirement benefit becomes payable. Upon termination of Mr. Broadhead's
employment agreement (also described below) without cause, the restrictions
on the restricted stock lapse and he becomes fully vested under the
supplemental retirement plan. Absent any such change of control or
termination of employment, Mr. Broadhead will have no right to such shares of
restricted stock, and there will be no payments under the supplemental
retirement plan, unless he remains with the Corporation until at least age
62.
Mr. Goldberg's employment agreement with FPL provides for a retirement
benefit which, together with the amount received by him pursuant to his
former employer's deferred compensation program, equals the total
postretirement benefits he would have received if he had remained employed by
such employer until age 65. The terms of Mr. Frank's employment with FPL
provide for a benefit, upon retirement at age 62 or more, equal to the
difference between a pension benefit for 30 years of credited service and the
normal pension plan benefit. A supplemental retirement plan for Mr. Coyle
provides for benefits, upon retirement at age 62 or more, based on two times
his credited years of service.<PAGE>
<PAGE>
FPL Group sponsors a split-dollar life insurance plan for certain of FPL and
FPL Group's senior officers. Benefits under the split-dollar plan are
provided by universal life insurance policies purchased by FPL Group. If the
officer dies prior to retirement, the officer's beneficiaries generally
receive two and one-half times the officer's annual salary at the time of
death. If the officer dies after retirement, the officer's beneficiaries
receive between 50% to 100% of the officer's final annual salary. Each
officer is taxable on the insurance carrier's one year term rate for his or
her life insurance coverage.
Employment Agreements
FPL Group has entered into an employment agreement with Mr. Broadhead for an
initial term ending December 1997, with automatic one-year extensions
thereafter unless either party elects not to extend. The agreement provides
for a base salary of $795,800 plus annual and long-term incentive
compensation opportunities at least equal to those currently in effect. If
FPL Group terminates Mr. Broadhead's employment without cause, he is entitled
to receive a lump sum payment of two years' compensation. Compensation is
measured by the then current base salary plus the average of the preceding
two years' annual incentive awards. He would also be entitled to receive all
amounts accrued under all performance share grants in progress, prorated for
the year of termination and assuming achievement of the targeted award, and
to full vesting of his benefits under his supplemental retirement plan.
FPL Group and FPL have entered into employment agreements with certain
officers, including the individuals named in the Summary Compensation Table
(other than Mr. Goldberg), to become effective in the event of a change of
control of FPL Group, which is defined as the acquisition of beneficial
ownership of 20% of the voting power of FPL Group, certain changes in FPL
Group's Board, or approval by the shareholders of the liquidation of FPL
Group or of certain mergers or consolidations or of certain transfers of FPL
Group's assets. These agreements are intended to assure FPL of the continued
services of key officers. The agreements provide that each officer shall be
employed by FPL Group or one of its subsidiaries in his or her then current
position, with compensation and benefits at least equal to the then current
base and incentive compensation and benefit levels, for an employment period
of four, and in certain cases five, years after a change of control occurs.
In the event that the officer's employment is terminated (except for death,
disability or cause) or if the officer terminates his or her employment for
good reason, as defined in the agreement, the officer is entitled to
severance benefits in the form of a lump sum payment equal to the
compensation due for the remainder of the employment period or for two years,
whichever is longer. Such benefits would be based on the officer's then base
salary plus an annual bonus at least equal to the average bonus for the two
years preceding the change of control. The officer is also entitled to the
maximum amount payable under all long-term incentive compensation grants
outstanding, continued coverage under all employee benefit plans,
supplemental retirement benefits and reimbursement for any tax penalties
incurred as a result of the severance payments.
An employment agreement between Mr. Goldberg and FPL, which expires in 1994,
provides for a base salary of at least $350,000 per year, targeted annual
incentive compensation equal to 35% of his base salary, and either the
retirement benefit described above under Retirement Plans plus a death
benefit to his beneficiary equal to 300% of his base salary, payable over 6
years, or, if he dies before his contract expires, a death benefit to his
beneficiary equal to 550% of his base salary, payable over 10 years.
Director Compensation
All of the directors of FPL are salaried employees of FPL and do not receive
any additional compensation for serving as a director.<PAGE>
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
FPL Group owns 100% of FPL's common stock. FPL's directors and executive
officers beneficially own shares of common stock as follows:
<TABLE>
<CAPTION>
Name Number of Shares
<S> <C>
James L. Broadhead . . . . . . . . . . . . . . . . . . . . 131,840(1)
Dennis P. Coyle. . . . . . . . . . . . . . . . . . . . . . 7,204(2)
Paul J. Evanson. . . . . . . . . . . . . . . . . . . . . . 1,137(3)
Stephen E. Frank . . . . . . . . . . . . . . . . . . . . . 17,466(4)
Jerome H. Goldberg . . . . . . . . . . . . . . . . . . . . 7,506(5)
Lawrence J. Kelleher . . . . . . . . . . . . . . . . . . . 11,466(6)
J. Thomas Petillo. . . . . . . . . . . . . . . . . . . . . 8,991(7)
C. O. Woody. . . . . . . . . . . . . . . . . . . . . . . . 20,317(8)
Michael W. Yackira . . . . . . . . . . . . . . . . . . . . 8,409(9)
All directors and executive officers as a group. . . . . . 220,947(10)
</TABLE>
(1) Includes 1,907 shares held in the Thrift Plans and 96,800 shares of
restricted stock as to which Mr. Broadhead has voting but not investment
power.
(2) Includes 1,864 shares held in the Thrift Plans.
(3) Includes 137 shares held in the Thrift Plans.
(4) Includes 884 shares held in the Thrift Plans and 1,882 shares of
restricted stock as to which Mr. Frank has voting but not investment power.
(5) Includes 2,051 shares held in the Thrift Plans.
(6) Includes 5,483 shares held in the Thrift Plans.
(7) Includes 5,178 shares held in the Thrift Plans and 38 shares held
beneficially by a relative of Mr. Petillo with whom he shares investment
power and to which he disclaims any beneficial ownership.
(8) Includes 12,868 shares held in the Thrift Plans and 1,787 shares subject
to exercisable stock options.
(9) Includes 2,856 shares held in the Thrift Plans.
(10) Less than 1% of the common stock outstanding. Includes 36,960 shares
held in the Thrift Plans and 1,787 shares subject to exercisable stock
options.
Item 13. Certain Relationships and Related Transactions
None<PAGE>
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements Page(s)
Independent Auditors' Report 12
Consolidated Statements of Income for the Years Ended
December 31, 1993, 1992 and 1991 13
Consolidated Balance Sheets at December 31, 1993 and
1992 14-15
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1993, 1992 and 1991 16
Notes to Consolidated Financial Statements
for the Years Ended December 31, 1993, 1992 and
1991 17-29
2. Financial Statement Schedules(1)
Schedule V Property, Plant and Equipment 39-40
Schedule VI Accumulated Depreciation, Depletion and
Amortization of Property, Plant and
Equipment 41-42
Schedule IX Short-Term Borrowings 43
Schedule X Supplementary Income Statement
Information 44
(1) All other schedules are omitted as not applicable
or not required.
3. Exhibits including those Incorporated by Reference
Exhibit
Number Description
1(a) Form of Proposal and attached Underwriting Agreement
dated December 6, 1993
1(b) Underwriting Agreement between the Dade County
Industrial Development Authority and Goldman, Sachs &
Co., Artemis Capital Group, Inc., First Equity
Corporation of Florida and Howard Gary & Company dated
December 20, 1993
3(i)a Restated Articles of Incorporation of FPL dated March
23, 1992
3(i)b Amendment to FPL's Restated Articles of Incorporation
dated March 23, 1992
3(i)c Amendment to FPL's Restated Articles of Incorporation
dated May 11, 1992
3(i)d Amendment to FPL's Restated Articles of Incorporation
dated March 12, 1993
3(i)e Amendment to FPL's Restated Articles of Incorporation
dated June 16, 1993
3(i)f Amendment to FPL's Restated Articles of Incorporation
dated August 31, 1993
3(i)g Amendment to FPL's Restated Articles of Incorporation
dated November 30, 1993
*3(ii) Bylaws of FPL dated May 11, 1992 (filed as Exhibit 3 to
Form 8-K dated May 1, 1992, File No. 1-3545)
*4(a) Mortgage and Deed of Trust dated as of January 1, 1944,
and Ninety-three Supplements thereto between FPL and
Bankers Trust Company and The Florida National Bank of
Jacksonville (now First Union National Bank of
Florida), Trustees (as of September 2, 1992, the sole
trustee is Bankers Trust Company) (filed as Exhibit
B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126;
Exhibit 7(a), File<PAGE>
<PAGE>
No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217;
Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit
4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1,
File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File
No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No.
2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142;
Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit
2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File
No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679;
Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c),
File No. 2-44234; Exhibit 2(c), File No. 2-6502; Exhibit 2(c), File No.
2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712;
Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c),
File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d),
File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c),
File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No.
2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542;
Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No.
2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557;
Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File
No. 33-18669; and Exhibit 99(a) to Post-Effective Amendment No. 1 to Form
S-3, File No. 33-46076)
4(b) Ninety-fourth Supplemental Indenture dated as of
December 1, 1993 between FPL and Bankers Trust Company,
Trustee
12(a) Computation of Ratio of Earnings to Fixed Charges
12(b) Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividend Requirements
23 Independent Auditors' Consent
* Incorporated herein by reference
(b) Reports on Form 8-K
A Current report on Form 8-K dated October 22, 1993 was filed on
October 22, 1993 reporting one event under Item 5. Other Events.
<PAGE>
<PAGE>
SCHEDULE V
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
Other
Balance at Changes - Balance at
Beginning Additions Add End of
Classification of Year at Cost(1) Retirements(2) (Deduct) Year
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1993
Electric utility plant, at original cost:
Electric plant:
Production plant:
Steam $2,400,151 $ 391,623 $ (50,295) $ (22,598) $2,718,881
Nuclear 3,365,244 40,407 (19,016) (192) 3,386,443
Other 338,611 483,230 (5,603) 23,081 839,319
Total production plant 6,104,006 915,260 (74,914) 291 6,944,643
Transmission plant 1,674,423 146,108 (15,052) (288) 1,805,191
Distribution plant 4,504,269 295,925 (48,856) 1,770 4,753,108
General plant 858,532 87,024 (34,462) 636 911,730
Intangible plant 46,265 87,143 - (56) 133,352
Total electric plant in service 13,187,495 1,531,460 (173,284) 2,353 14,548,024
Held for future use 69,493 (3,115) - (2,366) 64,012
Total electric plant 13,256,988 1,528,345 (173,284) (13) 14,612,036
Construction work in progress 1,158,688 (377,253) - - 781,435
Nuclear fuel 277,803 57,589 - (109,268) 226,124
Total electric utility plant $14,693,479 $1,208,681 $(173,284) $(109,281) $15,619,595
Year Ended December 31, 1992
Electric utility plant, at original cost:
Electric plant:
Production plant:
Steam $ 2,344,399 $ 83,322 $(27,136) $ (434) $ 2,400,151
Nuclear 3,355,766 52,916 (43,438) - 3,365,244
Other 305,601 45,741 (12,743) 12 338,611
Total production plant 6,005,766 181,979 (83,317) (422) 6,104,006
Transmission plant 1,605,823 75,226 (5,899) (727) 1,674,423
Distribution plant 4,227,135 324,065 (48,640) 1,709 4,504,269
General plant 695,311 186,984 (26,043) 2,280 858,532
Intangible plant 31,657 14,134 - 474 46,265
Total electric plant in service 12,565,692 782,388 (163,899) 3,314 13,187,495
Held for future use 73,385 1,156 - (5,048) 69,493
Total electric plant 12,639,077 783,544 (163,899) (1,734) 13,256,988
Construction work in progress 597,401 561,287 - - 1,158,688
Nuclear fuel 279,740 105,716 - (107,653) 277,803
Total electric utility plant $13,516,218 $1,450,547 $(163,899) $(109,387) $14,693,479
</TABLE>
<PAGE>
<PAGE>
SCHEDULE V
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT (Concluded)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
Other
Balance at Changes - Balance at
Beginning Additions Add End of
Classification of Year at Cost(1) Retirements(2) (Deduct) Year
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1991
Electric utility plant, at original cost:
Electric plant:
Production plant:
Steam $2,142,443 $ 239,997 $(32,927) $ (5,114) $2,344,399
Nuclear 3,075,336 302,241 (21,500) (311) 3,355,766
Other 300,356 7,422 (2,176) (1) 305,601
Total production plant 5,518,135 549,660 (56,603) (5,426) 6,005,766
Transmission plant 1,546,047 63,291 (4,137) 622 1,605,823
Distribution plant 3,898,288 351,414 (25,508) 2,941 4,227,135
General plant 655,587 72,695 (32,695) (276) 695,311
Intangible plant 18,190 13,467 - - 31,657
Total electric plant in service 11,636,247 1,050,527 (118,943) (2,139) 12,565,692
Held for future use 59,801 12,611 - 973 73,385
Total electric plant 11,696,048 1,063,138 (118,943) (1,166) 12,639,077
Construction work in progress 476,279 121,122 - - 597,401
Nuclear fuel 488,128 53,497 (108,607) (153,278) 279,740
Total electric utility plant $12,660,455 $1,237,757 $(227,550) $(154,444) $13,516,218
</TABLE>
(1) Substantially all additions are originally charged to
construction work in progress and transferred to electric plant
accounts upon completion. Additions at cost give effect to such
transfers.
(2) The installed cost of individual units of plant retired is not
always available. Plant accounts are credited for such
retirements on the basis of estimates when the original cost is
not available. Nuclear fuel materials sold are reflected as
retirements.<PAGE>
<PAGE>
SCHEDULE VI
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
Additions Charged to
Costs and Expenses Other
Balance at Clearing Changes - Balance at
Beginning Depre- and Other Retire- Add End of
Description of Year ciation Accounts(1) ments (Deduct) Year
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 19930
Accumulated depreciation of electric plant(2)(3):
Production plant:
Steam $1,022,517 $116,950 $ 197 $(50,295) $20,394 $1,109,763
Nuclear 1,350,309 187,057 - (19,016) 4,597 1,522,947
Other 207,163 21,039 397 (5,603) 3,506 226,502
Total production plant 2,579,989 325,046 594 (74,914) 28,497 2,859,212
Transmission plant 771,076 33,366 - (15,052) 2,608 791,998
Distribution plant 1,449,155 173,752 - (48,857) 1,087 1,575,137
General plant 239,479 56,339 13,490 (34,462) 3,821 278,667
Intangible plant 18,542 15,113 537 - 1,958 36,150
Total $5,058,241 $603,616 $14,621 $(173,285) $37,971 $5,541,164
Year Ended December 31, 1992
Accumulated depreciation of electric plant(2)(3):
Production plant:
Steam $962,585 $107,625 $ 31 $(41,211) $(6,513) $1,022,517
Nuclear 1,205,123 190,124 - (44,933) (5) 1,350,309
Other 204,853 9,287 - (13,327) 6,350 207,163
Total production plant 2,372,561 307,036 31 (99,471) (168) 2,579,989
Transmission plant 744,931 31,283 - (4,880) (258) 771,076
Distribution plant 1,335,068 161,466 - (47,248) (131) 1,449,155
General plant 188,899 49,864 12,790 (12,513) 439 239,479
Intangible plant 9,866 7,620 938 - 118 18,542
Total $4,651,325 $557,269 $13,759 $(164,112) $ - $5,058,241
</TABLE>
<PAGE>
<PAGE>
SCHEDULE VI
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT (Concluded)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
Additions Charged to
Costs and Expenses Other
Balance at Clearing Changes - Balance at
Beginning Depre- and Other Retire- Add End of
Description of Year ciation Accounts(1) ments (Deduct) Year
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 1991
Accumulated depreciation of electric plant(2)(3):
Production plant:
Steam $883,237 $ 103,629 $ - $(44,417) $20,136 $ 962,585
Nuclear 1,050,026 178,789 - (23,602) (90) 1,205,123
Other 208,739 8,586 - (2,951) (9,521) 204,853
Total production plant 2,142,002 291,004 - (70,970) 10,525 2,372,561
Transmission plant 718,325 29,484 - (2,821) (57) 744,931
Distribution plant 1,223,635 144,119 - (33,108) 422 1,335,068
General plant 157,507 50,189 11,959 (30,776) 20 188,899
Intangible plant 4,328 5,537 - - 1 9,866
Total electric plant 4,245,797 520,333 11,959 (137,675) 10,911 4,651,325
Accumulated provision for amortization
of nuclear fuel assemblies 205,787 - (168,554) (37,233) - -
Total $4,451,584 $520,333 $(156,595) $(174,908) $10,911 $4,651,325
</TABLE>
(1) Depreciation of transportation equipment is charged to various accounts
based on the use of such equipment. Amortization of nuclear fuel
assemblies is charged to fuel, purchased power and interchange expense.
(2) This reserve is maintained for all depreciable property. The amount in
the retirement column is net of removal costs and salvage.
(3) Includes fossil decommissioning reserves of $102 million, $92 million and
$83 million at December 31, 1993, 1992 and 1991, respectively.
<PAGE>
<PAGE>
SCHEDULE IX
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest Rate
Category of Aggregate at End Interest During the During the During the
Short-Term Borrowings of Year Rate Year (1) Year (2) Year (3)
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1993
Commercial paper $349,600 3.4% $374,600 $164,331 3.2%
Year Ended December 31, 1992
Commercial paper - - - 4,317 3.4%
Year Ended December 31, 1991
Lines of credit - - 35,000 16,459 5.9%
Commercial paper - - 37,600 13,190 6.2%
</TABLE>
(1) Represents the maximum amount outstanding at any month end.
(2) Computed by dividing the sum of the daily ending balances by the
number of days in the year.
(3) Computation is based upon the principal amounts weighted by the
number of days outstanding.<PAGE>
<PAGE>
SCHEDULE X
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION(1)
<TABLE>
<CAPTION>
Column A Column B
Years Ended December 31,
1993 1992 1991
(Thousands of Dollars)
<S> <C> <C> <C>
Maintenance expense $346,736 $358,375 $405,017
Taxes Other Than Income Taxes:
Federal and state payroll $55,136 $ 54,272 $ 53,836
Real and personal property 148,330 139,220 125,151
State gross receipts 127,086 113,725 106,545
Franchise charges 202,258 194,421 204,880
Miscellaneous 27,506 45,787 31,470
Total $560,316 $547,425 $521,882
Charged to:
Operating expenses - other taxes $523,724 $495,587 $483,731
Utility plant and other accounts 36,592 51,838 38,151
Total $560,316 $547,425 $521,882
</TABLE>
(1) Other information required by Article 5, Schedule X - Supplementary
Income Statement Information is shown in the Consolidated Financial
Statements or notes thereto, or is not presented as such amounts are less
than 1% of total revenues.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Florida Power & Light Company
Date: March 21, 1994 By STEPHEN E. FRANK
Stephen E. Frank
(President and Chief Operating Officer
and Director)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
JAMES L. BROADHEAD Principal Executive
James L. Broadhead Officer and Director
(Chairman of the Board)
PAUL J. EVANSON Principal Financial Officer
Paul J. Evanson and Director
(Senior Vice President, Finance
and Chief Financial Officer)
K. MICHAEL DAVIS Principal Accounting Officer
K. Michael Davis
(Vice President, Accounting,
Controller and Chief Accounting Officer)
DENNIS P. COYLE March 21,1994
Dennis P. Coyle
JEROME H. GOLDBERG
Jerome H. Goldberg
LAWRENCE J. KELLEHER Directors
Lawrence J. Kelleher
J. THOMAS PETILLO
J. Thomas Petillo
C. O. WOODY
C. O. Woody
MICHAEL W. YACKIRA
Michael W. Yackira
EXHIBIT 1(a)
FLORIDA POWER & LIGHT COMPANY
FORM OF PROPOSAL
Submission Deadline:
1 p.m.
$135,000,000
First Mortgage Bonds
7.05% Series
Due December 1, 2026
Proceeds to FPL: 98.021% Per Bond
plus accrued interest from
December 1, 1993
to the date of delivery
December 6, 1993
Ms. Dilek L. Samil, Treasurer
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
Florida Power & Light Company (FPL) has invited proposals for the
purchase of $135 million principal amount of its First Mortgage Bonds.
It is understood that FPL will either accept one proposal for the
purchase of $135 million principal amount of First Mortgage Bonds to be
due December 1, 2026 (the "First Mortgage Bonds") or will reject all
proposals.
Such proposals are to be communicated by telephone to FPL as per the
Request for Proposals letter dated November 9, 1993 ("Letter") no later
than the Pricing Time (as defined in the Letter). Upon acceptance by
FPL of a proposal, the designated firm shall immediately transmit by
facsimile a completed and executed Form of Proposal to FPL at (407) 694-
6299, attention: Peter D. Boylan, Assistant Treasurer. The redemption
provisions and other terms associated with such First Mortgage Bonds are
set forth in the Form of Prospectus Supplement (draft of
December 6, 1993) and in the Prospectus dated April 28, 1993 for the
First Mortgage Bonds.
The firms or corporations named in the attached Schedule A (Prospective
Purchasers) submit the following proposal:
1. The stated annual interest to be borne by the First Mortgage Bonds
expressed as a percentage of the principal amount thereof shall be as set
forth above; and each of the Prospective Purchasers, severally, hereby
offers to purchase the principal amount of First Mortgage Bonds set
forth opposite its name in Schedule A attached hereto from FPL at 98.021%
of the principal amount thereof, plus accrued interest from December 1,
1993 to the date of delivery, upon the terms and conditions set forth
in the attached Underwriting Agreement.
2. The Prospective Purchasers agree that (a) their offer included in
this proposal shall be irrevocable until one hour after the Pricing Time,
New York time unless such proposal is sooner rejected by FPL; (b) if
this proposal shall be accepted by FPL, they will forthwith furnish to
FPL all information which is required to complete the Prospectus Supplement;
and (c) if this proposal shall be accepted by FPL by execution and delivery
of the same, the accepted proposal and the attached Underwriting Agreement
shall together thereupon become effective without any separate execution of
such Underwriting Agreement and shall constitute the agreement between
FPL and the Prospective Purchasers, and all rights of FPL and the
Prospective Purchasers shall be determined solely in accordance with the
terms thereof, subject, however, to such modifications therein as may be
necessary and as may be mutually agreed upon by FPL and the Prospective
Purchasers.
3. Within one hour after the Pricing Time, New York time, FPL may
accept at its option the proposal which provides it with the lowest effective
interest cost or reject all proposals. The effective interest cost will
be determined as set forth in the Letter. This proposal shall be deemed
rejected by FPL if it shall not have been accepted by FPL one hour after the
<PAGE>
<PAGE>
Pricing Time, New York time, and FPL reserves the right in its sole
discretion to reject any and all proposals.
In case two or more proposals provide the identical effective
interest cost, FPL (unless it rejects all proposals) will give the
bidders of such identical bids an opportunity to improve their
proposals. If no improved proposals shall be made by such bidders
within the time specified by FPL, or if upon the submission of such
revised proposals, two or more of such proposals provide FPL with the
identical lowest effective interest cost, FPL may accept any one of such
identical proposals at its discretion. FPL reserves the right to reject
any and all proposals.
4. The validity and interpretation of this proposal shall be
governed by the laws of the State of New York.
5. Each of the Prospective Purchasers acknowledges receipt of a
copy of the Letter, the Form of Prospectus Supplement (draft of
December 6, 1993), the Prospectus dated April 28, 1993 and the
Underwriting Agreement.
6. The undersigned state that, if this proposal is accepted, the
expected initial offering price to the public of the First Mortgage Bonds
shall not exceed the purchase price to be paid to FPL pursuant to
paragraph 1 above (excluding accrued interest) plus 7/8% of the principal
amount of such First Mortgage Bonds.
7. The delivery of the First Mortgage Bonds and payment therefor will
be at 9:00 a.m. on a day not later than 10 business days subsequent to
the Pricing Date, at the offices of Reid & Priest, 28th Floor, 40 West
57th Street, New York, New York 10019.
Very truly yours,
For Themselves and as
Representative(s)
By: GOLDMAN, SACHS & CO.
Title: Goldman, Sachs & Co.
Address: 85 Broad Street
New York, New York 10004
This proposal for the purchase of $135 million principal amount of First
Mortgage Bonds is accepted as of the date set forth below:
Florida Power & Light Company
By: PETER D. BOYLAN
Assistant Treasurer
Date:December 6, 1993
This Form of Proposal must be completed, signed and submitted with the
attached Schedule A completed. A copy of the Prospective Purchaser's
Questionnaire must have been previously provided to FPL, c/o Reid &
Priest, by each Prospective Purchaser.
<PAGE>
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Prospective Purchaser Principal Amount
<S> <C>
GOLDMAN, SACHS & CO. $135,000,000
TOTAL $135,000,000
</TABLE>
<PAGE>
<PAGE>
Exhibit A
December 6, 1993
Ms. Dilek Samil, Treasurer
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408-0420
Dear Ms. Samil:
The following information is provided to FPL by and on behalf of the
undersigned:
(1) the Underwriting Discount shall be .400%
of the principal amount of the bonds; and
(2) the price to the public shall be 98.421%
of the principal amount of the bonds.
FPL is authorized to use this information in the preparation of the
Prospectus Supplement in connection with the offer and sale of
$135,000,000 of First Mortgage Bonds, 7.05% Series due December 1, 2026.
Very truly yours,
GOLDMAN, SACHS & CO.
By: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY
$135 Million Principal Amount of First Mortgage Bonds
7.05% Series due December 1, 2026
Underwriting Agreement
December 6, 1993
Agreement between Florida Power & Light Company, a Florida corporation
("FPL"), and the several Underwriters, or the Underwriter, as the case
may be, named in Schedule A to the Form of Proposal (the "Proposal") to
which this underwriting agreement is attached (the underwriting
agreement, together with the Proposal, are referred to jointly herein as
"this agreement" or the "Underwriting Agreement") relating to the
issuance and sale by FPL of its First Mortgage Bonds of the series
designation, with the terms and in the principal amount as set forth in
this agreement (the "Bonds").
The term "Underwriters" as used herein shall be deemed to mean the
firm or corporation or the several firms or corporations named in
Schedule A to the Proposal and any underwriter substituted as provided
in Section 4 hereof and the term "Underwriter" shall be deemed to mean
one of such Underwriters. The term "Representatives," as used herein,
shall be deemed to mean the representative or representatives, if any,
named in the questionnaire heretofore submitted to FPL by each of the
Underwriters, who by signing the Proposal represent that it or they have
been authorized by each Underwriter to sign such Proposal and enter into
this agreement on behalf of such Underwriter and to act for it in the
manner herein provided. All obligations of the Underwriters hereunder
are several and not joint. If more than one firm is named in Schedule
A to the Proposal, any action under or in respect of this agreement may
be taken by such firms jointly as the Representatives or by one of the
firms acting on behalf of the Representatives and such action will be
binding upon all the Underwriters.
The Bonds will be a series of First Mortgage Bonds ("First Mortgage
Bonds") issued by FPL under its Mortgage and Deed of Trust, dated as of
January 1, 1944, to Bankers Trust Company, as Trustee, and The Florida
National Bank of Jacksonville (now resigned), as heretofore supplemented
and as it will be further supplemented by a supplemental indenture
relating to the Bonds ("Supplemental Indenture") in substantially the
form heretofore delivered to the Representatives. Such Mortgage and
Deed of Trust as it has been and will be so supplemented is hereinafter
called the "Mortgage".
FPL has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3, including a
prospectus ("registration statement No. 33-61390"), for the registration
of $1,220,300,000 aggregate principal amount of its First Mortgage Bonds
("First Mortgage Bonds") under the Securities Act of 1933, as amended
(the "Securities Act"), which registration statement has been declared
effective by the Commission. References herein to the term
"Registration Statement" as of any given date shall mean registration
statement No. 33-61390, as amended or supplemented to such date,
including all documents incorporated by reference therein as of such
date pursuant to Item 12 of Form S-3 ("Incorporated Documents").
References herein to the term "Prospectus" as of any given date shall
mean the prospectus forming a part of registration statement
No. 33-61390, as supplemented by a prospectus supplement relating to the
Bonds proposed to be filed pursuant to Rule 424 of the general rules and
regulations under the Securities Act ("Rule 424"), and as further
amended or supplemented as of such date (other than amendments or
supplements relating to First Mortgage Bonds other than the Bonds or,
when referring to the Prospectus relating to a particular offering of
the Bonds, Bonds other than the Bonds being offered on such date),
including all Incorporated Documents. References herein to the term
"Effective Date" shall be deemed to refer to the later of the time and
date that registration statement No. 33-61390 was declared effective and
of the filing of FPL's most recent Annual Report on Form 10-K. Prior to
the termination of the offering of the Bonds, FPL will not file any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus without prior notice to the Representatives and to
Winthrop, Stimson, Putnam & Roberts, who are acting as counsel on behalf
of the several Underwriters ("Counsel for the Underwriters"), or any
such amendment or supplement to which the Representatives shall
reasonably object in writing, or which shall be unsatisfactory to
Counsel for the Underwriters.
SECTION 1. Representations and Warranties of FPL. FPL represents
and warrants to the several Underwriters that:
(a) The Registration Statement at the Effective Date fully
complied, and the Prospectus both on the date it is filed with, or
transmitted for filing to, the Commission, pursuant to Rule 424
(such date, the "424 Date") and at the Closing Date (as hereinafter
defined), and the Registration Statement and the Mortgage at the
Closing Date, will fully comply, in all material respects with the
applicable provisions of the Securities Act and the Trust Indenture
Act of 1939, as amended (the "1939 Act"), as applicable and, in
each case, the applicable instructions, rules and regulations of
the Commission with respect thereto; at the Effective Date, the
Registration Statement did not, and at the Closing<PAGE>
<PAGE>
Date, the Registration Statement will not, contain an untrue
statement of a material fact, or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; the Prospectus, at the 424 Date and at the
Closing Date, will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements contained therein, in the light of the circumstances
under which they were made, not misleading; and the Incorporated
Documents, when filed with the Commission, fully complied or will
fully comply in all material respects with the applicable
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the applicable instructions, rules and
regulations of the Commission thereunder; provided, that the
foregoing representations and warranties in this subsection (a)
shall not apply to statements or omissions made in reliance upon
and in conformity with information furnished in writing to FPL by
or on behalf of any Underwriter for use in connection with the
preparation of the Registration Statement or the Prospectus, or to
any statements in or omissions from the Statement of Eligibility
and Qualification on Form T-1, or amendments thereto, of the
Trustee under the Mortgage.
(b) The financial statements included as part of or
incorporated by reference in the Prospectus present fairly the
financial condition and operations of FPL at the respective dates
or for the respective periods to which they apply; such financial
statements have been prepared in each case in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise indicated in
the Registration Statement; and Deloitte & Touche, who have audited
the audited financial statements, are independent public
accountants as required by the Securities Act and the Exchange Act
and the rules and regulations of the Commission thereunder.
(c) Except as reflected in or contemplated by the Registration
Statement and the Prospectus, since the respective most recent
dates as of which information is given in the Registration
Statement and Prospectus, there has not been any material adverse
change in the business, properties or financial condition of FPL
nor has any material transaction been entered into by FPL other
than changes and transactions contemplated by the Registration
Statement and Prospectus, and transactions in the ordinary course
of business. FPL has no material contingent obligation which is
not disclosed in the Registration Statement and Prospectus.
(d) The consummation of the transactions herein contemplated
and the fulfillment of the terms hereof on the part of FPL to be
fulfilled have been duly authorized by all necessary corporate
action of FPL in accordance with the provisions of its Restated
Articles of Incorporation, as amended, (the "Charter"), by-laws and
applicable law, and the Bonds when issued and delivered as provided
herein will constitute legal, valid and binding obligations of FPL
in accordance with their terms, except as limited by bankruptcy,
insolvency or other laws affecting mortgagees' and other creditors'
rights generally and equitable limitations on the enforceability of
specific remedies.
(e) The consummation of the transactions herein contemplated
and the fulfillment of the terms hereof and the compliance by FPL
with all the terms and provisions of the Mortgage will not result
in a breach of any of the terms or provisions of, or constitute a
default under, FPL's Charter, by-laws or any indenture, mortgage,
deed of trust or other agreement or instrument to which FPL is now
a party, or violate any law or any order, rule, decree or
regulation applicable to FPL of any Federal or state court,
regulatory board or body or administrative agency having
jurisdiction over FPL or any of its property, except where such
breach, default or violation would not have a material adverse
effect on the business, properties or financial condition of FPL.
(f) All the property to be subjected to the lien of the
Mortgage will be adequately described therein.
SECTION 2. Purchase and Sale. On the basis of the representations
and warranties herein contained, and subject to the terms and conditions
in this agreement set forth, FPL agrees to sell to the respective
Underwriters named in Schedule A to the Proposal, severally and not
jointly, and the respective Underwriters agree, severally and not
jointly, to purchase from FPL, the respective principal amounts of Bonds
set forth opposite their respective names in Schedule A to the Proposal
at the purchase price set forth in the Proposal.
SECTION 3. Public Offering. The Underwriters propose to make a bona
fide public offering of the Bonds as set forth in the Prospectus, such
public offering to be made as soon after the execution of this agreement
as practicable, subject, however, to the terms and conditions of this
agreement.
SECTION 4. Time and Place of Closing, Default of Underwriter.
Delivery of the Bonds and payment therefor by <PAGE>
<PAGE>
certified or official bank check or checks, payable to the order of FPL
in New York Clearing House or similar next day funds, shall be made at
the time, date and place set forth in the Proposal, or at such other
time, date or place as shall be agreed upon in writing by FPL and the
Representatives. The hour and date of such delivery and payment are
herein called the "Closing Date".
The Bonds shall be delivered to the Representatives for the
respective accounts of the Underwriters in fully registered form in such
authorized denominations and registered in such names as the
Representatives may reasonably request in writing not later than 12:30
p.m., New York City time, on the third business day prior to the Closing
Date, or to the extent not so requested, registered in the names of the
respective Underwriters in such authorized denominations as FPL shall
determine. For the purpose of expediting the checking of the Bonds by
the Representatives on behalf of the Underwriters, FPL agrees to make
such Bonds available to the Representatives for such purpose at the
office of Bankers Trust Company, 4 Albany Street, New York, New York,
not later than 2:00 p.m., New York City time, on the business day
preceding the Closing Date, or at such other time and place as may be
agreed upon by FPL and the Representatives.
If any Underwriter shall fail to purchase and pay for the principal
amount of the Bonds which such Underwriter has agreed to purchase and
pay for hereunder (otherwise than by reason of any failure on the part
of FPL to comply with any of the provisions contained herein), the non-
defaulting Underwriters shall be obligated to take up and pay for (in
addition to the respective principal amount of the Bonds set forth
opposite their respective names in Schedule A to the Proposal) the
principal amount of the Bonds which such defaulting Underwriter or
Underwriters failed to take up and pay for, up to a principal amount
thereof equal to, in the case of each such remaining Underwriter, ten
percent (10%) of the principal amount of the Bonds set forth opposite
the name of such remaining Underwriter in said Schedule A to the
Proposal, and such remaining Underwriters shall have the right, within
24 hours of receipt of such notice, either to take up and pay for (in
such proportion as may be agreed upon among them), or to substitute
another Underwriter or Underwriters, satisfactory to FPL, to take up and
pay for, the remaining principal amount of the Bonds which the
defaulting Underwriter or Underwriters agreed but failed to purchase.
If any unpurchased Bonds still remain, then FPL shall be entitled to a
further period of 24 hours within which to procure another party or
other parties, members of the National Association of Securities
Dealers, Inc. (or, if not members of such Association, who are not
eligible for membership in said Association and who agree (i) to make no
sales within the United States, its territories or its possessions or to
persons who are citizens thereof or residents therein and (ii) in making
sales to comply with said Association's Rules of Fair Practice) and
satisfactory to the Representatives to purchase such Bonds on the terms
herein set forth. In the event that, within the respective prescribed
periods, the non-defaulting Underwriters notify FPL that they have
arranged for the purchase of such Bonds, or FPL notifies the non-
defaulting Underwriters that it has arranged for the purchase of such
Bonds, the non-defaulting Underwriters or FPL shall have the right to
postpone the Closing Date for a period of not more than three full
business days beyond the expiration of the respective prescribed periods
in order to effect whatever changes may thus be made necessary in the
Registration Statement or the Prospectus or in any other documents or
arrangements. In the event that neither the non-defaulting Underwriters
nor FPL has arranged for the purchase of such Bonds by another party or
parties as above provided, then this agreement shall terminate without
any liability on the part of FPL or any Underwriter (other than an
Underwriter which shall have failed or refused, otherwise than for some
reason sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder, to purchase
and pay for the Bonds which such Underwriter has agreed to purchase as
provided in Section 2 hereof), except as otherwise provided in
subsections (c) and (e) of Section 5 hereof.
SECTION 5. Covenants of FPL. FPL agrees that:
(a) It will promptly transmit copies of the Prospectus to the
Commission for filing pursuant to Rule 424.
(b) It will deliver to the Representatives and to Counsel for
the Underwriters one signed copy of the Registration Statement or,
if a signed copy is not available, one conformed copy of the
Registration Statement certified by an officer of FPL to be in the
form as originally filed, including all Incorporated Documents and
all exhibits except those incorporated by reference, which relate
to the Bonds, including a signed or conformed copy of each consent
and certificate included therein or filed as an exhibit thereto.
FPL will deliver to the Underwriters through the Representatives as
soon as practicable after the date of this agreement as many copies
of the Prospectus as the Representatives may reasonably request for
the purposes contemplated by the Securities Act. FPL will promptly
advise the Representatives of the issuance of any stop order under
the Securities Act with respect to the Registration Statement or
the institution of any proceedings therefor of which FPL shall have
received notice prior to the termination of the offering of the
Bonds hereunder. FPL will use its best efforts to prevent the
issuance of any such stop order and to secure the prompt removal
thereof, if issued.<PAGE>
<PAGE>
(c) It will pay all expenses in connection with (i) the
preparation and filing by it of the Registration Statement and
Prospectus, (ii) the issuance and delivery of the Bonds as provided
in Section 4 hereof, (iii) the preparation, execution, filing and
recording of the Supplemental Indenture, and (iv) the printing and
delivery to the Representatives for the account of the
Underwriters, in reasonable quantities, of copies of the
Registration Statement and the Prospectus and the Supplemental
Indenture and will pay all taxes, if any (but not including any
transfer taxes), on the issuance of the Bonds and the recordation
of the Supplemental Indenture. FPL shall not, however, be required
to pay any amount for any expenses of the Representatives or any of
the Underwriters, except as provided in Sections 6 and 7 hereof and
except that if this agreement shall be terminated in accordance
with the provisions of Section 6, 7 or 9 hereof, FPL will pay the
fees and disbursements of Counsel for the Underwriters, whose fees
and disbursements the Underwriters agree to pay in any other event.
FPL shall not in any event be liable to any of the several
Underwriters for damages on account of loss of anticipated profits.
(d) During a period of nine months after the date of this
agreement, if any event relating to or affecting FPL or of which
FPL shall be advised in writing by the Representatives shall occur
which, in FPL's opinion, should be set forth in a supplement to or
an amendment of the Prospectus in order to make the Prospectus not
misleading in light of the circumstances when it is delivered to a
purchaser, FPL will forthwith at its expense prepare and furnish to
the Representatives a reasonable number of copies of a supplement
or supplements or an amendment or amendments to the Prospectus
which will supplement or amend the Prospectus so that as
supplemented or amended it will not include any untrue statement of
a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not
misleading; provided that should such event relate solely to
activities of any of the Underwriters, then the Underwriters shall
assume the expense of preparing and furnishing copies of any such
amendment or supplement. In case any Underwriter is required to
deliver a Prospectus after the expiration of nine months after the
date of this agreement, FPL upon the request of the Representatives
will furnish to the Representatives, at the expense of such
Underwriter, a reasonable quantity of a supplemented or amended
Prospectus or supplements or amendments to the Prospectus complying
with Section 10 of the Securities Act.
(e) It will furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Bonds for offer
and sale under the blue sky laws of such jurisdictions as the
Representatives may designate and will pay filing fees in the
aggregate not exceeding $5,000, provided that FPL shall not be
required to qualify as a foreign corporation or dealer in
securities, or to file any consents to service of process under the
laws of any jurisdiction, or to meet other requirements deemed by
FPL to be unduly burdensome.
(f) FPL will make generally available to its security holders,
as soon as practicable, an earnings statement (which need not be
audited, unless required so to be under Section 11(a) of the
Securities Act) in reasonable detail covering the 12 months
beginning not later than the first day of the quarter next
succeeding the month in which occurred the effective date of the
Registration Statement as defined in Rule 158 under the Securities
Act.
(g) On or before the Closing Date, FPL will cause (i) at least
one counterpart of the Supplemental Indenture to be duly recorded
in the States of Florida or Georgia and (ii) all intangible and
documentary stamp taxes due in connection with the issuance of the
Bonds and the recording of the Supplemental Indenture to be paid.
Within 30 days following the Closing Date, FPL shall cause the
Supplemental Indenture to be duly recorded in all other counties in
which property of FPL is located.
SECTION 6. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the Bonds shall
be subject to the accuracy of, and compliance with, the representations
and warranties of FPL contained herein on the Closing Date, to the
performance by FPL of its obligations to be performed hereunder on or
prior to the Closing Date and to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect on the Closing Date; no
order of the Commission directed to the adequacy of any document
incorporated by reference shall have been issued; no proceedings
for either such purpose shall be pending before, or threatened by,
the Commission on such date; and the Representatives shall have
received, prior to payment for the Bonds, a certificate of FPL
dated the Closing Date to the effect that, to the best of its
knowledge, no such order is in effect and no proceedings for such
purpose are pending before, or to the knowledge of FPL threatened
by, the Commission.<PAGE>
<PAGE>
(b) On the Closing Date, there shall be in full force and
effect an authorization of the Florida Public Service Commission
with respect to the issuance and sale of the Bonds on the terms
herein stated or contemplated, and containing no provision
unacceptable to the Representatives by reason of the fact that it
is materially adverse to FPL, it being understood that no
authorization provided to Counsel for the Underwriters and in
effect at the date of this agreement contains any such unacceptable
provision.
(c) At the Closing Date, the Representatives shall have
received from Steel Hector & Davis, counsel to FPL, a favorable
opinion (with a copy thereof for each of the Underwriters), which
opinion will not pass upon compliance with provisions of the blue
sky laws of any jurisdiction, in form and substance satisfactory to
Counsel for the Underwriters, to the effect that:
(i) FPL is a validly organized and existing corporation and is
in good standing under the laws of the State of Florida, and is
doing business in that State, and has valid franchises, licenses
and permits adequate for the conduct of its business;
(ii) FPL is a corporation duly authorized by its Charter to
conduct the business which it is now conducting as set forth in
the Prospectus; FPL is subject, as to retail rates and services,
issuance of securities, accounting and certain other matters, to
the jurisdiction of the Florida Public Service Commission; and
FPL is subject, as to wholesale rates, accounting and certain
other matters to the jurisdiction of the Federal Energy
Regulatory Commission;
(iii) the Mortgage has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed
and delivered, and is a valid and binding instrument enforceable
in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws affecting mortgagees' and other
creditors' rights generally and equitable limitations on the
enforceability of specific remedies;
(iv) the Bonds are valid and binding obligations of FPL in
accordance with their terms, except as limited by bankruptcy,
insolvency or other laws affecting mortgagees' and other
creditors' rights generally and equitable limitations on the
enforceability of specific remedies, and are entitled to the
benefit of the security afforded by the Mortgage;
(v) the Registration Statement, at the Effective Date, and the
Prospectus, at the 424 Date (except as to the financial
statements and other financial or statistical data contained or
incorporated by reference therein, upon which such opinion need
not pass), complied as to form in all material respects with the
applicable requirements of the Securities Act and the applicable
instructions, rules and regulations of the Commission thereunder
and the Incorporated Documents (except as to the financial
statements and other financial or statistical data contained or
incorporated by reference therein, upon which such opinion need
not pass), at the time they were filed with the Commission,
complied as to form in all material respects with the applicable
requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder. The Registration Statement has become, and is at
the Closing Date, effective under the Securities Act, and to the
best of the knowledge of said counsel, no proceedings for a stop
order with respect thereto are pending or threatened under
Section 8 of the Securities Act;
(vi) the consummation of the transactions herein contemplated
and the fulfillment of the terms hereof and the compliance by
FPL with all the terms and provisions of the Mortgage will not
result in a breach of any of the terms or provisions of, or
constitute a default under, the Charter or by-laws of FPL or any
indenture, mortgage, deed of trust or other agreement or
instrument the terms of which are known to such counsel to which
FPL is now a party, except where such breach or default would
not have a material adverse effect on the business, properties
or financial condition of FPL;
(vii) nothing has come to the attention of said counsel that
would lead them to believe that the Registration Statement
(except as to financial statements and other financial or
statistical data contained or incorporated by reference therein,
upon which such opinion need not pass), at the Effective Date,
contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the 424 Date, and at the Closing Date (except as
aforesaid) included or includes, any untrue statement of a
material fact or omitted or omits to state a material<PAGE>
<PAGE>
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, provided that such counsel may state that their
belief is based upon their participation in the preparation of
the Registration Statement and the Prospectus and any
supplements and amendments thereto and review and discussion of
the contents thereof, but is without independent check or
verification except as specified;
(viii) the Bonds are being issued and sold pursuant to the
authority contained in an order of the Florida Public Service
Commission, which authority is adequate to permit the issuance
and sale of the Bonds. To the best of the knowledge of said
counsel, said authorization is still in full force and effect,
and no further approval, authorization, consent or order of any
public board or body (other than in connection or in compliance
with the provisions of the blue sky laws of any jurisdiction) is
legally required for the authorization of the issuance and sale
of the Bonds;
(ix) the Bonds conform, as to legal matters, with the
statements concerning them made under the headings "New Bonds"
and "Certain Terms of the Offered Bonds" in the Prospectus;
(x) the Mortgage is duly qualified under the 1939 Act;
(xi) this agreement has been duly and validly authorized,
executed and delivered by FPL;
(xii) as to the Mortgaged and Pledged Property, as defined in
the Mortgage, FPL has satisfactory title to any easements and
personal properties, and good and marketable or insurable title
in fee simple to any other real properties (except as FPL's
interest is stated to be otherwise), subject only to Excepted
Encumbrances, as defined in the Mortgage, to any lien, if any,
existing or placed thereon at the time of acquisition thereof by
FPL, to minor defects and encumbrances customarily found in the
case of properties of like size and character and which, in the
opinion of said counsel, would not impair the use thereof by FPL
(all of which title exceptions, encumbrances, liens and defects
are hereinafter referred to as "Exceptions"), and to the lien of
the Mortgage; the Mortgage constitutes a valid, direct, and
first mortgage lien upon the Mortgaged and Pledged Property now
owned by FPL, subject, however, to the Exceptions and as set
forth in the last sentence of this paragraph; and the
description of properties in the Mortgage is adequate to
constitute the Mortgage a lien on Mortgaged and Pledged Property
hereafter acquired by FPL, subject, however, to the Exceptions
and except as limited by bankruptcy, insolvency or other laws
affecting mortgagees' and other creditors' rights generally and
equitable limitations on the enforceability of specific
remedies. The Supplemental Indenture is in proper form for
recording in all places required; and upon such recording, the
Supplemental Indenture will constitute adequate record notice to
perfect the lien of the Mortgage as to all Mortgaged and Pledged
Property acquired by FPL subsequent to the recording of the
Ninety-third Supplemental Indenture and prior to the recording
of the Supplemental Indenture; (xiii) except as stated or
referred to in the Prospectus, there are no material pending
legal proceedings to which FPL is a party or of which property
of FPL is the subject which if determined adversely would have
a material adverse effect on FPL, and, to the best of the
knowledge of said counsel, no such proceeding is known to be
contemplated by governmental authorities; and
(xiv) the information contained in the Prospectus, which is
stated therein to have been made in reliance upon the authority
of said counsel or is specifically attributed to them, has been
reviewed by them and is correct.
In said opinion such counsel may rely as to all matters of New
York law on an opinion of Reid & Priest and as to matters
relating to Mortgaged and Pledged Property located in the State
of Georgia, on an opinion of Smith, Gambrell & Russell.
(d) At the Closing Date, the Representatives shall have
received from Reid & Priest, counsel to FPL, a favorable opinion
(with a copy thereof for each of the Underwriters), which opinion
will not pass upon compliance with provisions of the blue sky laws
of any jurisdiction, in form and substance satisfactory to Counsel
for the Underwriters, to the same effect with respect to matters
enumerated in paragraphs (iii) through (xi) in subsection (c) of
this Section 6. In said opinion such Counsel may rely as to all
matters of Florida law on the opinion of Steel Hector & Davis.<PAGE>
<PAGE>
(e) At the Closing Date, the Representatives shall have
received from Counsel for the Underwriters a favorable opinion
(with a copy thereof for each of the Underwriters) to the same
effect with respect to the matters enumerated in (iii) - (v) and
(vii) - (xi) of subsection (c) of this Section 6 as the opinion
required by said subsection (c). In said opinion such counsel may
rely as to all matters of Florida law on the opinion of Steel
Hector & Davis, and will not pass upon the incorporation of FPL,
titles to property, franchises or the lien of the Mortgage.
(f) At the Closing Date, the Representatives shall have
received from Deloitte & Touche a letter (with copies thereof for
each of the Underwriters) to the effect that (i) they are
independent public accountants with respect to FPL within the
meaning of the Securities Act and the Exchange Act and the
applicable published rules and regulations thereunder; (ii) in
their opinion, the consolidated financial statements audited by
them and incorporated by reference in the Prospectus comply as to
form in all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and the
published rules and regulations thereunder; (iii) on the basis of
a reading of the unaudited condensed consolidated financial
statements of FPL incorporated by reference in the Prospectus, the
latest available interim unaudited consolidated financial
statements of FPL since the close of FPL's most recent audited
fiscal year, the minutes and consents of the Board of Directors,
the Finance Committee of the Board of Directors, the Stock Issuance
Committee of the Board of Directors, and Shareholder of FPL since
the end of the most recent audited fiscal year, and inquiries of
officials of FPL who have responsibility for financial and
accounting matters (it being understood that the foregoing
procedures do not constitute an audit made in accordance with
generally accepted auditing standards and they would not
necessarily reveal matters of significance with respect to the
comments made in such letter, and accordingly that Deloitte &
Touche make no representation as to the sufficiency of such
procedures for the several Underwriters' purposes), nothing has
come to their attention which caused them to believe that (a) the
unaudited condensed consolidated financial statements of FPL
incorporated by reference in the Prospectus (1) do not comply as to
form in all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and the
published rules and regulations thereunder and (2) except as
disclosed in the Prospectus are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial
statements of FPL incorporated by reference in the Prospectus, (b)
at the date of the latest available interim balance sheet read by
them and at a specified date not more than five days prior to the
Closing Date there was any change in the common stock, additional
paid-in capital, preferred stock or long-term debt of FPL and its
subsidiaries, or decrease in their net assets, in each case as
compared with amounts shown in the most recent consolidated balance
sheet incorporated by reference in the Prospectus, except in all
instances for changes or decreases which the Prospectus discloses
have occurred or may occur, or as occasioned by the declaration,
provision for, or payment of dividends, or which are described in
such letter, or (c) for the period from the date of the most recent
consolidated balance sheet incorporated by reference in the
Prospectus to the latest available interim balance sheet read by
them and for the period from the date of the latest available
interim balance sheet read by them to a specified date not more
than five days prior to the Closing Date, there were any decreases,
as compared with the corresponding period in the preceding year, in
total consolidated operating revenues or in net income or net
income available to FPL Group, Inc., except in all instances for
decreases which the Prospectus discloses have occurred or may
occur, or which are described in such letter; and (iv) they have
carried out certain procedures and made certain findings, as
specified in such letter, with respect to certain amounts included
in the Prospectus and Exhibit 12 to the Registration Statement and
such other items as the Representatives may reasonably request.
(g) Since the respective most recent dates as of which
information is given in the Registration Statement and Prospectus
and up to the Closing Date, there shall have been no material
adverse change in the business, properties or financial condition
of FPL, except as reflected in or contemplated by the Registration
Statement and Prospectus, and since such dates and up to the
Closing Date, there shall have been no material transaction entered
into by FPL other than transactions disclosed by the Registration
Statement and the Prospectus and transactions in the ordinary
course of business; and at the Closing Date, the Representatives
shall have received a certificate to such effect, signed by FPL.
(h) All legal proceedings to be taken in connection with the
issuance and sale of the Bonds shall have been satisfactory in form
and substance to Counsel for the Underwriters.
In case any of the conditions specified above in this Section 6
shall not have been fulfilled, this agreement may be terminated by the
Representatives, upon mailing or delivering written notice thereof to
FPL. Any such termination shall be without liability of any party to
any other party except as otherwise provided in subsections (c) and (e)
of Section 5 hereof <PAGE>
<PAGE>
and except that in the event of such termination by the Representatives,
FPL shall reimburse the Underwriters for out-of-pocket expenses
reasonably incurred by them in connection with the transactions
contemplated by this agreement, not in excess, however, of an aggregate
of $5,000.
SECTION 7. Conditions of FPL's Obligations. The obligation of FPL
to deliver the Bonds shall be subject to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, and no order directed to the adequacy of
any document incorporated by reference, shall be in effect at the
Closing Date, and no proceedings for either such purpose shall be
pending before, or threatened by, the Commission on such date.
(b) On the Closing Date there shall be in full force and
effect an authorization of the Florida Public Service Commission
with respect to the issuance and sale of the Bonds on the terms
herein stated or contemplated, and containing no provision
unacceptable to FPL by reason of the fact that it is materially
adverse to FPL, it being understood that no authorization in effect
at the date of this agreement contains any such unacceptable
provision.
In case any of the conditions specified in this Section 7 shall not
have been fulfilled, this agreement may be terminated by FPL upon
mailing or delivering written notice thereof to the Representatives.
Any such termination shall be without liability of any party to any
other party, except as otherwise provided in subsections (c) and (e) of
Section 5 hereof and except that in the event of such termination by
FPL, FPL shall reimburse the Underwriters for out-of-pocket expenses
reasonably incurred by them in connection with the transactions
contemplated by this agreement, not in excess, however, of an aggregate
of $5,000.
SECTION 8. Indemnification.
(a) FPL agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning of
Section 15 of the Securities Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Securities Act or any
other statute or common law, and to reimburse each such Underwriter
and controlling person for any legal or other expenses (including,
to the extent hereinafter provided, reasonable counsel fees)
incurred by them in connection with investigating any such losses,
claims, damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained
in any preliminary prospectus (if used prior to the Effective Date
of the Registration Statement), including all Incorporated
Documents, or in the Registration Statement or the Prospectus, or
in the Registration Statement or Prospectus, as they may be amended
or supplemented (if any amendments or supplements thereto shall
have been furnished), or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however,
that the indemnity agreement contained in this paragraph shall not
apply to any such losses, claims, damages, liabilities, expenses or
actions arising out of, or based upon, any such untrue statement or
alleged untrue statement, or any such omission or alleged omission,
if such statement or omission was made in reliance upon and in
conformity with information furnished herein or to FPL in writing
by or on behalf of any Underwriter, through the Representatives or
otherwise, for use in connection with the preparation of the
Registration Statement or the Prospectus or any amendment or
supplement to either thereof, or arising out of, or based upon,
statements in or omissions from Exhibits 26(a) and 26(b) to the
Registration Statement which shall constitute the Statements of
Eligibility and Qualification on Form T-1 of the Trustee under the
Mortgage and provided, further, that the indemnity agreement
contained in this paragraph in respect of any preliminary
prospectus shall not inure to the benefit of any Underwriter (or of
any person controlling such Underwriter) on account of any such
losses, claims, damages, liabilities, expenses or actions arising
from the sale of the Bonds to any person if such Underwriter shall
have failed to send or give to such person (i) with or prior to the
written confirmation of such sale, a copy of the Prospectus or the
Prospectus as amended or supplemented, if any amendments or
supplements thereto shall have been furnished at or prior to the
time of written confirmation of the sale involved, but exclusive of
any Incorporated Documents unless, with respect to the delivery of
any amendment or supplement, the alleged omission or alleged untrue
statement is not corrected in such amendment or supplement at the
time of confirmation, or (ii) with or prior to the delivery of such
Bonds to such person, a copy of any amendment or supplement to the
Prospectus which shall have been furnished subsequent to such
written confirmation and prior to the delivery of such Bonds to
such person, exclusive of any Incorporated Documents unless, with
respect to the delivery of any amendment or supplement, the <PAGE>
<PAGE>
alleged omission or alleged untrue statement was not corrected in
such amendment or supplement at the time of such delivery. The
indemnity agreement of FPL contained in this paragraph and the
representations and warranties of FPL contained in Section 1 hereof
shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or any
such controlling person, and shall survive the delivery of the
Bonds. The Underwriters agree promptly to notify FPL, and each
other Underwriter, of the commencement of any litigation or
proceedings against them or any of them or any such controlling
person in connection with the issuance and sale of the Bonds.
(b) Each Underwriter agrees to indemnify and hold harmless
FPL, its officers and directors, and each person who controls any
thereof within the meaning of Section 15 of the Securities Act
against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under
the Securities Act or other statute or common law, and to reimburse
each of them for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees) incurred by
them in connection with investigating any such losses, claims,
damages or liabilities, or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained
in the Registration Statement or Prospectus as amended or
supplemented (if any amendments or supplements thereto shall have
been furnished) or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such statement or
omission was made in reliance upon and in conformity with
information furnished herein or to FPL in writing by or on behalf
of such Underwriter, through the Representatives or otherwise, for
use in connection with the preparation of the Registration
Statement or the Prospectus or any amendment or supplement to
either thereof. The indemnity agreement of the respective
Underwriters contained in this paragraph shall remain operative and
in full force and effect, regardless of any investigation made by
or on behalf of FPL or any of its officers or directors or any such
other Underwriter or any such controlling person, and shall survive
the delivery of the Bonds. FPL agrees promptly to notify the
Representatives of the commencement of any litigation or
proceedings against FPL (or any controlling person thereof) or any
of its officers or directors in connection with the issuance and
sale of the Bonds.
(c) FPL and the several Underwriters each agree that, upon the
receipt of notice of the commencement of any action against it, its
officers and directors, or any person controlling it as aforesaid,
in respect of which indemnity may be sought on account of any
indemnity agreement contained herein, it will promptly give written
notice of the commencement thereof to the party or parties against
whom indemnity shall be sought thereunder, but the omission so to
notify such indemnifying party or parties of any such action shall
not relieve such indemnifying party or parties from any liability
which it or they may have to the indemnified party otherwise than
on account of such indemnity agreement. In case such notice of any
such action shall be so given, such indemnifying party shall be
entitled to participate at its own expense in the defense or, if it
so elects, to assume (in conjunction with any other indemnifying
parties) the defense of such action, in which event such defense
shall be conducted by counsel chosen by such indemnifying party or
parties and satisfactory to the indemnified party or parties who
shall be defendant or defendants in such action, and such defendant
or defendants shall bear the fees and expenses of any additional
counsel retained by them; but if the indemnifying party shall elect
not to assume the defense of such action, such indemnifying party
will reimburse such indemnified party or parties for the reasonable
fees and expenses of any counsel retained by them; provided,
however, if the defendants in any such action include both the
indemnified party and the indemnifying party and counsel for the
indemnifying party shall have reasonably concluded that there may
be a conflict of interest involved in the representation by such
counsel of both the indemnifying party and the indemnified party,
the indemnified party or parties shall have the right to select
separate counsel, satisfactory to the indemnifying party, to
participate in the defense of such action on behalf of such
indemnified party or parties (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more
than one separate counsel representing the indemnified parties who
are parties to such action).
SECTION 9. Termination. This agreement may be terminated by the
Representatives by delivering written notice thereof to FPL, at any time
prior to the Closing Date if (a) after the date hereof and at or prior
to the Closing Date there shall have occurred any general suspension of
trading in securities on the New York Stock Exchange, Inc. or there
shall have been established by the New York Stock Exchange, Inc. or by
the Commission or by any federal or state agency or by the decision of
any court any limitation on prices for such trading or any restrictions
on the distribution of securities, or a general banking moratorium
declared by New York or federal authorities, or (b) there shall have
occurred any new outbreak of hostilities including, but not limited to,
an escalation of hostilities which existed prior to the date of this
agreement or other national <PAGE>
<PAGE>
or international calamity or crisis, the effect of any such event
specified in (a) or (b) above on the financial markets of the United
States shall be such as to make it impracticable for the Underwriters to
enforce contracts for the sale of the Bonds. This agreement may also be
terminated at any time prior to the Closing Date if in the judgment of
the Representatives the subject matter of any amendment or supplement to
the Registration Statement or Prospectus prepared and furnished by FPL
reflects a material adverse change in the business, properties or
financial condition of FPL which renders it either inadvisable to
proceed with such offering, if any, or inadvisable to proceed with the
delivery of the Bonds to be purchased hereunder. Any termination of
this agreement pursuant to this Section 9 shall be without liability of
any party to any other party except as otherwise provided in subsections
(c) and (e) of Section 5 hereof.
SECTION 10. Miscellaneous. The validity and interpretation of this
agreement shall be governed by the law of the State of New York. This
agreement shall inure to the benefit of FPL, the several Underwriters
and, with respect to the provisions of Section 8 hereof, each
controlling person referred to in said Section 8, and their respective
successors. Nothing in this agreement is intended or shall be construed
to give to any other person, firm or corporation any legal or equitable
right, remedy or claim under or in respect of this agreement or any
provision herein contained. The term "successors" as used in this
agreement shall not include any purchaser, as such purchaser, of any
Bonds from any of the several Underwriters.
SECTION 11. Notices. All communications hereunder shall be in
writing or by telegram and, if to the Underwriters, shall be mailed or
delivered to the Representatives at the address set forth in the
Proposal hereto, or if to FPL, shall be mailed or delivered to it at 700
Universe Boulevard, Juno Beach, Florida 33408, attention: Treasurer.
EXHIBIT 1(b)
$45,750,000
DADE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
(Florida)
Exempt Facilities Revenue Refunding Bonds
(Florida Power & Light Company Projects)
Series 1993
UNDERWRITING AGREEMENT
Underwriting Agreement, dated December 20, 1993, between the Dade County
Industrial Development Authority (the "Issuer"), and Goldman, Sachs &
Co., Artemis Capital Group, Inc., First Equity Corporation of Florida
and Howard Gary & Company, severally and not jointly (the
"Underwriters").
1. Description of Bonds. The Issuer proposes to issue and sell
$45,750,000 aggregate principal amount of its Exempt Facilities Revenue
Refunding Bonds (Florida Power & Light Company Projects), Series 1993,
with the terms specified in Schedule I hereto (the "Bonds"), pursuant to
a Trust Indenture, to be dated as of December 1, 1993 (the
"Indenture"), by and between the Issuer and First Union National Bank of
Florida, as trustee (the "Trustee"), and pursuant to a resolution
adopted by the Issuer on December 20, 1993 (the "Resolution"). The
Bonds will be payable, except to the extent payable from bond proceeds
and other moneys pledged therefor, solely from, and secured by a pledge
of, the revenues to be derived by the Issuer under a Loan Agreement, to
be dated as of December 1, 1993 (the "Loan Agreement"), by and between
the Issuer and Florida Power & Light Company (the "Company").
2. Purchase, Sale and Closing. On the basis of the representations
and warranties contained herein and in the Letter of Representation,
hereinafter defined, and subject to the terms and conditions set forth
herein and in the Official Statement, hereinafter defined, each
Underwriter will severally purchase from the Issuer, and the Issuer will
sell to such Underwriter, the principal amount of the Bonds set forth
opposite the name of such Underwriter in Schedule II hereto. The price
for the Bonds will be 100% of the principal amount thereof and shall be
payable in immediately available funds. The closing will be held at the
office of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.,
1221 Brickell Avenue, Miami, Florida, 33131, at 9:00 A.M. New York time
on December 21, 1993, or such other date, time or place as may be agreed
upon by the parties hereto. The hour and date of such closing are
herein called the "Closing Date". The Bonds will be delivered in New
York, New York in definitive registered form and registered in such
names as the Underwriters may reasonably request, except with respect to
the Bonds which bear interest at a weekly interest rate which will be
registered in the name of a nominee of The Depository Trust Company, and
will be made available to the Underwriters for inspection and packaging
upon delivery at The Depository Trust Company, New York, New York, or at
such other place as may be agreed upon by the Issuer, the Company and
the Underwriters. As compensation for the services of the Underwriters
as contemplated herein, the Company agrees to pay each Underwriter the
respective fee set forth opposite the name of such Underwriter on
Schedule I hereto.
3. Representations of the Issuer. The Issuer represents to the
several Underwriters that:
(a) The Issuer has approved the delivery of an Official
Statement, dated December 20, 1993, for use in connection with the
sale and distribution of the Bonds. The Issuer has ratified and
confirmed the use prior to the date hereof of a Preliminary Official
Statement, dated December 15, 1993, in connection with the offering
of the Bonds. Appendix A to such Official Statement and such
Preliminary Official Statement describes certain matters relating to
the Company and is sometimes herein separately referred to as
"Appendix A." Such Official Statement and such Preliminary Official
Statement, as amended and supplemented, including in each case
Appendix A and all documents incorporated by reference therein,
Appendix B, Appendix C, and Appendix D are herein referred to as the
"Official Statement" and the "Preliminary Official Statement",
respectively, and all references herein to matters described,
contained or set forth in the Official Statement or the Preliminary
Official Statement shall, unless specifically stated otherwise,
include Appendix A and all documents incorporated by reference
therein, Appendix B, Appendix C and Appendix D. For the purposes of
this Agreement, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date of the Official
Statement and incorporated by reference in the Official Statement
shall be deemed to be a supplement to the <PAGE>
<PAGE>
Official Statement. The information with respect to the Issuer
contained in the Official Statement under the heading "Disclosure
Required by Florida Blue Sky Regulations" does not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The
Issuer assumes no responsibilities for the accuracy, sufficiency or
fairness of any statements in the Preliminary Official Statement or
the Official Statement or any supplements thereto other than
statements and information therein relating to the Issuer under the
captions "Introductory Statement" and "Disclosure Required by
Florida Blue Sky Regulations" relating to the Issuer.
(b) The Issuer will not at any time authorize an amendment or
supplement (including an amendment or supplement resulting from the
filing of a document incorporated by reference) to the Official
Statement without prior notice to the Company, the Underwriters, and
Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters,
and Kubicki, Draper, Gallagher & McGrane, P.A., co-counsel for the
Underwriters or any such amendment or supplement to which the
Company or the Underwriters shall reasonably object in writing, or
which shall be unsatisfactory to Winthrop, Stimson, Putnam & Roberts
or Kubicki, Draper, Gallagher & McGrane, P.A. At the date hereof,
the information with respect to the Issuer in the Official Statement
and the Preliminary Official Statement is true and correct.
(c) The Issuer is a public body corporate and politic and a
public instrumentality created and validly existing under the
Constitution and laws of the State of Florida with full legal right,
power and authority under the laws of the State of Florida,
including particularly Parts II and III of Chapter 159, Florida
Statutes, as amended, to consummate the transactions involving the
Issuer contemplated herein and in the Official Statement and to
fulfill the terms hereof on the part of the Issuer to be fulfilled.
(d) The consummation of the transactions contemplated herein
and in the Official Statement and the fulfillment of the terms
hereof on the part of the Issuer to be fulfilled have been duly
authorized by all necessary action of the Issuer in accordance with
the laws of the State of Florida.
(e) The execution and delivery by the Issuer of the Loan
Agreement and the Indenture, the pledge and assignment by the Issuer
to the Trustee of certain of its rights under the Loan Agreement,
the consummation by the Issuer on its part of the transactions
contemplated herein and in the Official Statement and the
fulfillment of the terms hereof by the Issuer and the compliance by
the Issuer with all the terms and provisions of the Indenture and
the Loan Agreement will not conflict with, or constitute a breach of
or default under, any constitutional provision, statute or
ordinance, any indenture, mortgage, deed of trust, resolution or
other agreement or instrument to which the Issuer is now a party or
by which it is now bound, or, to the knowledge of the Issuer, any
order, rule or regulation applicable to the Issuer of any court or
governmental agency or body having jurisdiction over the Issuer or
any of its activities or properties.
(f) Except as disclosed in or contemplated by the Official
Statement, as it may be amended or supplemented, there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, or
before or by any court, public board or body to which the Issuer is
a party, pending or, to the knowledge of the Issuer, threatened
against the Issuer, (i) to restrain or enjoin the issuance or sale
of the Bonds or the performance by the Issuer of the Loan Agreement
or the Indenture including without limitation assignment to the
Trustee of the Issuer's right to receive Loan Repayments and certain
other rights under the Loan Agreement as security for the Bonds, or
(ii) wherein an unfavorable decision, ruling or finding would (A)
have a material adverse effect on the transactions contemplated
herein or in the Official Statement or (B) adversely affect or put
in question the validity or enforceability of the Bonds, the
Indenture, the Loan Agreement, this Agreement, the Letter of
Representation, dated the date hereof, in the form attached hereto
as Exhibit F (the "Letter of Representation") from the Company to
the Issuer and the Underwriters or any other agreement, instrument
or document to which the Issuer is a party or by which it is bound
relating to the consummation of the transactions contemplated herein
or in the Official Statement.
4. Underwriters' Representation. The Underwriters intends to make
a public offering of the Bonds for sale upon the terms and conditions
set forth in the Official Statement.
5. Covenants of the Issuer. The Issuer agrees that:
(a) It has delivered herewith or will cause to be delivered
to the Underwriters as soon as practicable, a copy <PAGE>
<PAGE>
of the Official Statement and will deliver or cause to be delivered
to the Underwriters promptly, which in no event will be later than
seven business days after the date hereof, as many copies of the
Official Statement as the Underwriters may reasonably request. Upon
the issuance thereof, the Issuer will deliver to the Underwriters
copies of all amendments and supplements to the Official Statement
(other than documents incorporated by reference therein).
(b) It will cooperate with the Company and the Underwriters
in connection with the preparation of the Official Statement and any
amendment or supplement thereto which the Company may be required to
furnish the Underwriters pursuant to the Letter of Representation.
(c) It will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the Bonds
for offer and sale under the blue sky laws of such jurisdictions as
the Underwriters may designate, provided that the Issuer shall not
be required to qualify as a dealer in securities, or to file any
consents to service of process, under the laws of any jurisdiction,
or to meet other requirements deemed by the Issuer to be unduly
burdensome.
(d) It will not take or omit to take any action the taking or
omission of which would cause the proceeds from the sale of the
Bonds to be applied in a manner contrary to that provided for in the
Indenture and the Loan Agreement, as each may be amended from time
to time.
(e) At the request of the Underwriters or the Company, it
will take such action as is necessary and within its power and at
the sole expense of the Company to assure or maintain the status of
the interest on the Bonds as excluded from gross income for purposes
of the Internal Revenue Code of 1954, as amended (the "1954 Code"),
and the regulations thereunder.
The foregoing covenants are conditioned upon the Company's
compliance with Section 2 of the Letter of Representation.
6. Conditions of Underwriters's Obligation. The obligation of the
Underwriters to purchase and pay for the Bonds shall be subject to the
accuracy of, and compliance with, the representations and warranties of
the Issuer and the Company contained herein and in the Letter of
Representation, respectively, to the performance by the Issuer and the
Company of their obligations to be performed hereunder and under the
Letter of Representation, respectively, at and prior to the Closing Date
and to the following conditions:
(a) At the Closing Date, the Indenture, the Loan Agreement
and the Letter of Representation shall be in full force and effect,
and if executed subsequent to the execution hereof and prior to the
Closing Date, shall not have been amended, modified or supplemented
except as may have been agreed to in writing by the Underwriters;
provided, however, that the acceptance of delivery of the Bonds by
the Underwriters on the Closing Date shall be deemed to constitute
such approval; and the Underwriters shall have received an executed
counterpart or certified copy of the Indenture and the Loan
Agreement.
(b) At the Closing Date, the Bonds shall have been duly
authorized, executed and authenticated in accordance with the
provisions of the Indenture.
(c) At the Closing Date, no order, decree or injunction of
any court of competent jurisdiction shall have been issued, or
proceedings therefor shall have been commenced, nor shall any order,
ruling, regulation or official statement by any governmental
official, body or board, have been issued, nor shall any legislation
have been enacted, with the purpose or effect of prohibiting or
limiting the issuance, offering or sale of the Bonds as contemplated
herein or in the Official Statement or the performance of the
Indenture or the Loan Agreement, in accordance with their respective
terms.
(d) At the Closing Date, there shall be in full force and
effect an authorization of the Florida Public Service Commission
with respect to the participation of the Company in the transactions
contemplated herein and in the Official Statement, and containing no
provision unacceptable to the Underwriters by reason of the fact
that it is materially adverse to the Company, it being understood
that no authorization in effect at the time of the execution hereof
by the Underwriters contains any such unacceptable provision.
(e) At the Closing Date, the Underwriters shall have received
opinions, dated the Closing Date, of the County <PAGE>
<PAGE>
Attorney for Dade County, Greenberg, Traurig, Hoffman, Lipoff, Rosen
& Quentel, P.A., and McCrary & Mosley as Co-Bond Counsel, Steel
Hector & Davis and Reid & Priest, counsel to the Company, and
Winthrop, Stimson, Putnam & Roberts, and Kubicki, Draper, Gallagher
& McGrane, P.A., as co-counsel for the Underwriters, substantially
in the forms thereof attached hereto as Exhibits A, B-1, B-2, C, D,
and E, respectively, but with such changes as the Underwriters shall
approve.
(f) At the Closing Date, the Underwriters shall have received
from Deloitte & Touche, to the extent permitted by Statement of
Auditing Standards No. 72, a letter to the effect that (i) they are
independent public accountants with respect to the Company within
the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and the Exchange Act and the applicable published
rules and regulations thereunder; (ii) in their opinion, the
consolidated financial statements audited by them and incorporated
by reference in Appendix A to the Official Statement comply as to
form in all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and the
published rules and regulations thereunder; (iii) on the basis of a
reading of the unaudited condensed consolidated financial statements
of the Company incorporated by reference in Appendix A to the
Official Statement, the latest available interim unaudited
consolidated financial statements of the Company since the close of
the Company's most recent audited fiscal year, if different from the
unaudited condensed consolidated financial statements of the Company
incorporated by reference in Appendix A to the Official Statement,
the minutes and consents of the Board of Directors, the Finance
Committee of the Board of Directors, the Stock Issuance Committee of
the Board of Directors, and Shareholder of the Company since the end
of the most recent audited fiscal year, and inquiries of officials
of the Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures do not
constitute an audit made in accordance with generally accepted
auditing standards and they would not necessarily reveal matters of
significance with respect to the comments made in such letter, and
accordingly that Deloitte & Touche make no representation as to the
sufficiency of such procedures for the Underwriters' purposes),
nothing has come to their attention which caused them to believe
that (a) the unaudited condensed consolidated financial statements
of the Company incorporated by reference in Appendix A to the
Official Statement (1) do not comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the published rules and
regulations thereunder and (2) except as disclosed in Appendix A to
the Official Statement, as amended or supplemented, are not in
conformity with generally accepted accounting principles applied on
a basis substantially consistent with that of the audited
consolidated financial statements of the Company incorporated by
reference in Appendix A to the Official Statement, (b) at the date
of the latest available interim balance sheet read by them, if
different from the consolidated balance sheet incorporated by
reference in Appendix A to the Official Statement, and at a
specified date not more than five days prior to the Closing Date
there was any change in the common stock, additional paid in
capital, preferred stock or long-term debt of the Company, or
decrease in its net assets, in each case as compared with amounts
shown in the most recent consolidated balance sheet incorporated by
reference in Appendix A to the Official Statement, except in all
instances for changes or decreases which Appendix A to the Official
Statement, as amended or supplemented, discloses have occurred or
may occur, or as occasioned by the declaration, provision for, or
payment of dividends, or which are described in such letter, or (c)
for the period from the date of the most recent consolidated balance
sheet incorporated by reference in Appendix A to the Official
Statement to the latest available interim balance sheet read by them
and for the period from the latest available interim balance sheet
read by them to a specified date not more than five days prior to
the Closing Date, there were any decreases, as compared with the
corresponding period in the preceding year, in total consolidated
operating revenues or in net income or net income available to FPL
Group, Inc., except in all instances for decreases which Appendix A
to the Official Statement, as amended or supplemented, discloses
have occurred or may occur, or which are described in such letter;
and (iv) they have carried out certain procedures and made certain
findings, as specified in such letter, with respect to certain
amounts included in Appendix A to the Official Statement and such
other items as the Underwriters may reasonably request.
(g) At the Closing Date, the Underwriters shall have received
from the Issuer a certificate of its Chairman or a Vice Chairman,
dated the Closing Date, stating in effect that each of the
representations and warranties of the Issuer set forth herein is
true, accurate and complete in all material respects at and as of
the Closing Date and that each of the obligations of the Issuer
hereunder to be performed by it at or prior to the Closing Date has
been performed.
(h) At the Closing Date, the Underwriters shall have received
a certified copy of the Resolution of the Issuer authorizing the
issuance and sale of the Bonds.
(i) Since the date of the Official Statement, as it may be
amended or supplemented (including amendments<PAGE>
<PAGE>
or supplements resulting from the filing of documents incorporated
by reference), and up to the Closing Date, there shall have been no
material adverse change in the business, properties or financial
condition of the Company, except as reflected in or contemplated by
the Official Statement, as it may be so amended or supplemented,
and, since such date and up to the Closing Date, there shall have
been no material transaction entered into by the Company other than
transactions reflected in or contemplated by the Official Statement,
as it may be so amended or supplemented, and transactions in the
ordinary course of business.
(j) At the Closing Date, the Underwriters shall have received
from the Company a certificate, dated the Closing Date, signed by
the President or any Vice President or the Treasurer or the
Assistant Treasurer of the Company to the effect of paragraph (i)
above and stating in effect that the representations and warranties
of the Company set forth in the Letter of Representation are true,
accurate and complete in all material respects at and as of the
Closing Date and that each of the obligations of the Company under
the Letter of Representation to be performed at or prior to the
Closing Date has been performed.
(k) At the Closing Date, the Company shall have delivered to
Goldman, Sachs & Co. on behalf of the Underwriters a wire or check
payable in immediately available funds in an amount equal to and
representing such Underwriters' fee specified in Schedule I hereto.
In case any of the conditions specified above in this Section
6 shall not have been fulfilled, this Agreement may be terminated by
the Underwriters upon mailing or delivering written notice thereof
to the Issuer and the Company. Any such termination shall be
without liability of any party to any other party except as
otherwise provided in Section 3 of the Letter of Representation.
7. Termination. (a) This Agreement may be terminated by the
Underwriters by delivering written notice thereof to the Issuer and the
Company, at or prior to the Closing Date, if:
(i) after the date hereof and at or prior to the Closing
Date there shall have occurred any general suspension of trading
in securities on the New York Stock Exchange, Inc. or there
shall have been established by the New York Stock Exchange, Inc.
or by the Securities and Exchange Commission or by any federal
or state agency or by the decision of any court any limitation
on prices for such trading or any restrictions on the
distribution of securities, or a general banking moratorium
declared by New York or federal authorities, the effect of which
on the financial markets of the United States shall be such as
to make it impracticable for the Underwriters to enforce
contracts for the sale of the Bonds;
(ii) there shall have occurred any new outbreak of
hostilities including, but not limited to, an escalation of
hostilities which existed prior to the date of this Agreement or
other national or international calamity or crisis, the effect
of which on the financial markets of the United States shall be
such as to make it impracticable for the Underwriters to enforce
contracts for the sale of the Bonds;
(iii) after the date hereof and at or prior to the Closing
Date, legislation shall be enacted by the Congress or adopted by
either House thereof or a decision shall be rendered by a
federal court, including the Tax Court of the United States, or
a ruling, regulation or order by or on behalf of the Treasury
Department of the United States, the Internal Revenue Service or
other governmental agency shall be issued or proposed with
respect to the imposition of federal income taxation upon
receipts, revenues or other income of the same kind and
character expected to be derived by the Issuer, including,
without limitation, Loan Repayments and other amounts under the
Loan Agreement, or upon interest received on bonds of the same
kind and character as the Bonds, with the result in any such
case that it is impracticable, in the reasonable judgment of the
Underwriters, for the Underwriters to enforce contracts for the
sale of the Bonds; or
(iv) the subject matter of any amendment or supplement to
the Official Statement prepared and furnished by the Issuer or
the Company renders it, in the judgment of the Underwriters,
either inadvisable to proceed with the offering or inadvisable
to proceed with the delivery of the Bonds to be purchased
hereunder.
(b) This Agreement shall terminate upon the termination of
the Letter of Representation as provided in Section 4 thereof.<PAGE>
<PAGE>
(c) Any termination of this Agreement pursuant to this Section
7 shall be without liability of any party to any other party except
as otherwise provided in Section 3 of the Letter of Representation.
8. Default. If any Underwriter shall fail or refuse to purchase
Bonds which it agreed to purchase hereunder and the aggregate principal
amount of Bonds which such defaulting Underwriter agreed but failed or
refused to purchase is not more than 30% of the aggregate principal
amount of the Bonds, the other Underwriters shall be obligated to
purchase severally, in the proportions which the aggregate principal
amounts of Bonds set forth opposite their names in Schedule II hereto
bears to the aggregate principal amount of Bonds so set forth opposite
the names of all such non-defaulting Underwriters, all Bonds which such
defaulting Underwriter agreed but failed or refused to purchase. If any
Underwriter or Underwriters shall fail or refuse to purchase Bonds and
the aggregate principal amount of Bonds with respect to which such
default occurs is more than 30% of the aggregate principal amount of the
Bonds and arrangements satisfactory to the Issuer and the Company for
the purchase of such Bonds are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of
the non-defaulting Underwriter or Underwriters or the Issuer or of the
Company except as otherwise provided in Section 3 of the Letter of
Representation. In any such case which does not result in such a
termination, either the Underwriters or the Company shall have the right
to postpone the Closing Date, but in no event for longer than seven days
in each case, in order that the required changes, if any, in the
Official Statement or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
9. Truth-In-Bonding Statement. The Issuer is proposing to issue
$45,750,000 principal amount of the Bonds for the purpose of retiring an
equal principal amount of bonds previously issued by Dade County,
Florida. The Bonds are expected to be repaid over a period of
27.5 years. At a forecasted interest rate of 7.5%, total interest paid
over the life of the debt or obligation will be $94,359,375.
The source of repayment for this proposal is the payments by the
Company under the Loan Agreement. Authorizing this debt or obligation
will result in $0 moneys not being available to finance the other
services of the Issuer each year for 27.5 years.
10. Miscellaneous. The validity and interpretation of this
Agreement shall be governed by the law of the State of Florida. This
Agreement shall inure to the benefit of the Issuer, the Underwriters and
the Company, and their respective successors. Nothing in this Agreement
is intended or shall be construed to give to any other person, firm or
corporation any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. The term
"successors" as used in this Agreement shall not include any purchaser,
as such purchaser, of any Bonds from or through the Underwriters. This
Agreement may be executed by any one or more of the parties hereto in
any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and
the same instrument.
The representations and warranties of the Issuer contained in
Section 3 hereof shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any
Underwriters, and shall survive the delivery of the Bonds.
11. Notices and other Actions. All notices, demands and formal
actions hereunder will be in writing mailed, telegraphed or delivered
to:
The Issuer: Dade County Industrial Development Authority
World Trade Center Building
80 S.W. 8th Street, Suite 2440
Miami, Florida 33130
Attention: Executive Director
The Company: Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408-8801
Attention: Treasurer
The Underwriters: Goldman, Sachs & Co.
Artemis Capital Group, Inc.
First Equity Corporation of Florida
Howard Gary & Company
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004<PAGE>
<PAGE>
In Witness Whereof, the parties hereto, in consideration of the mutual
covenants set forth herein and intending to be legally bound, have
caused this Agreement to be executed and delivered as of the date first
written above.
DADE COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By: R. J. BARRETO
Chairman of the Dade County
Industrial Development Authority
Attest: Approved by the County
Attorney as to Form
and Legal Sufficiency:
JAMES D. WAGNER, JR. By: DIANNE S. GAINES
Secretary Ex-Officio Assistant County Attorney for
Dade County, Florida
GOLDMAN, SACHS & CO. FIRST EQUITY CORPORATION
OF FLORIDA
By:GOLDMAN, SACHS & CO. By: DEBORAH GLUCKSTEIN ETKIN
Vice President
ARTEMIS CAPITAL GROUP, INC. HOWARD GARY & COMPANY
By:SANDRA M. ANDERSON By: HECTOR J. MONTES
Vice President Managing Director
Approved:
FLORIDA POWER & LIGHT COMPANY
By: DILEK SAMIL
Treasurer<PAGE>
<PAGE>
SCHEDULE I
Underwriting Agreement dated December 20, 1993.
Issuer: The Dade County Industrial Development Authority
Bonds:
Designation: Exempt Facilities Revenue Refunding Bonds (Florida
Power & Light Company Projects), Series 1993.
Principal Amount: $45,750,000
Date of Maturity: June 1, 2021
Initial Interest Rate:
Purchase Price: 100% of the principal amount thereof.
Public Offering Price: 100% of the principal amount thereof.
Redemption Provisions: The Bonds will be subject to redemption by the Issuer,
in whole or in part, at the direction of Florida
Power & Light Company, as set forth in the Official
Statement.
Underwriters' Fees: Goldman, Sachs & Co. $80,062.50
Artemis Capital Group, Inc. $11,437.50
First Equity Corporation of Florida $11,437.50
Howard Gary & Company $11,437.50<PAGE>
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
Underwriter Principal Amount
<S> <C>
Goldman, Sachs & Co. $32,025,000
Artemis Capital Group, Inc. 4,575,000
First Equity Corporation of Florida 4,575,000
Howard Gary & Company 4,575,000
Total $45,750,000
/TABLE
<PAGE>
<PAGE>
EXHIBIT A
(Letterhead of County Attorney for Dade County)
December 21, 1993
Dade County Industrial Development Authority Goldman, Sachs & Co.
Miami, Florida New York, New York
Greenberg, Traurig, Hoffman, Artemis Capital Group, Inc.
Lipoff, Rosen & Quentel, P.A. Boca Raton, Florida
Miami, Florida
First Equity Corporation
McCrary & Mosley of Florida
Miami, Florida Miami, Florida
Howard Gary & Company
Miami, Florida
(the "Underwriters" named in
the Underwriting Agreement
dated December 20, 1993
(the "Agreement") relating to
the Bonds referred to below)
Ladies and Gentlemen:
I am the County Attorney for Dade County, Florida, and as such have
acted as general counsel for the Dade County Industrial Development
Authority (the "Issuer") in connection with the issuance and sale of
$45,750,000 aggregate principal amount of the Issuer's Exempt Facilities
Revenue Refunding Bonds (Florida Power & Light Company Projects), Series
1993 (the "Bonds"). The Bonds are being issued pursuant to a resolution
adopted by the Issuer on December 20, 1993, (the "Resolution") to refund
the outstanding Dade County, Florida (the "County") (i) $33,850,000
Pollution Control Revenue Bonds (Florida Power & Light Company Project),
Series 1972, (ii) $7,200,000 Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project), Series 1986, and
(iii) $4,700,000 Industrial Development Revenue Refunding Bonds (Florida
Power & Light Company Metrorail Project), Series 1986 issued to finance
or refinance the acquisition, construction and installation of pollution
control facilities located at the Turkey Point, Manatee, Sanford and
Cutler Plants of the Company, and facilities for the provision of
electrical power for the operation by the County of Metrorail, a County-
owned mass commuting facility, all as more particularly described in the
Trust Indenture, dated as of December 1, 1993 (the "Indenture"), between
the Issuer and First Union National Bank of Florida, Miami, Florida, as
trustee (the "Trustee"). The issuance of the Bonds and the Projects
were approved by the Issuer in the Resolution.
Based upon such review as I deemed necessary, I am of the opinion
that:
(1) The Issuer is a public body corporate and politic and a public
instrumentality created and validly existing under the Constitution
and laws of the State of Florida, duly vested with all of the powers
conferred upon industrial development authorities by Parts II and III
of Chapter 159, Florida Statutes, as amended, with full power and
authority (i) to issue and sell the Bonds; (ii) to loan the proceeds
of the Bonds to Florida Power & Light Company (the "Company") under
the Loan Agreement, dated as of December 1, 1993, (the "Loan
Agreement"), by and between the Issuer and Company; (iii) to execute
and perform its obligations under the Loan Agreement, the Agreement, the
Trust Indenture, dated as of December 1, 1993, (the "Indenture"), by
and between the Issuer and First Union National Bank of Florida, as
trustee, and the Bonds; and (iv) to accept the Letter of Representation,
dated December 20, 1993, from the Company to the Issuer and the
Underwriters (the "Letter of Representation").
(2) The Resolution is a valid resolution of the Issuer, duly adopted
by the Issuer at a meeting duly noticed, called and held in accordance
with the Constitution and laws of the State of Florida.
(3) The acceptance of the Letter of Representation by the Issuer
has been duly authorized, and said Letter of<PAGE>
<PAGE>
Representation has been validly accepted by the Issuer.
(4) The Issuer has duly approved the use and distribution of the
Official Statement, dated December 20, 1993 (the "Official Statement")
at the meeting wherein the Resolution was adopted and has duly authorized
such changes, insertions and omissions as may be approved by its
Chairman or its Vice Chairman as evidenced by the execution and delivery
of the Indenture.
(5) Neither the making or the performance by the Issuer of the Loan
Agreement, the Indenture or the Agreement, nor the acceptance by the
Issuer of the Letter of Representation, violates or conflicts with any
constitutional provision, statute, indenture, mortgage, deed of trust,
lease, resolution or other agreement or instrument to which the Issuer
is a party or by which it is bound, or, to my knowledge, any order, rule
or regulation applicable to the Issuer of any court or governmental
agency or body having jurisdiction over the Issuer or any of its
activities or properties.
(6) Except as disclosed in or contemplated by the Official Statement,
I have not been made aware of any action, suit, proceeding or
investigation at law or in equity or before or by any court, public
board or body, to which the Issuer is a party which is pending or,
threatened against or affecting the Issuer wherein an unfavorable
decision, finding or ruling would adversely affect (i) the
transactions contemplated by the Indenture, the Loan Agreement, the
Official Statement or by the Agreement, (ii) the validity or
enforceability of the Bonds, the Indenture or the Loan Agreement, or
(iii) the exclusion from gross income for federal income tax purposes of
interest on the Bonds.
(7) No approval, consent or authorization of any Florida governmental
or public agency or authority not already obtained is required by the
Issuer in connection with the consummation by the Issuer of the
transactions contemplated by the Official Statement or by the Agreement or
the performance of its obligations under the Loan Agreement, the
Indenture and the Agreement.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT B-1
(Letterhead of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.)
or
(Letterhead of McCrary & Mosley)
December 21, 1993
To: Dade County Industrial Development Authority
Miami, Florida
Goldman, Sachs & Co.
New York, New York
Artemis Capital Group, Inc.
Boca Raton, Florida
First Equity Corporation of Florida
Miami, Florida
Howard Gary & Company
Miami, Florida
Ladies and Gentlemen:
We have acted as Co-Bond Counsel in connection with the issuance by
the Dade County Industrial Development Authority (the "Issuer") of its
$45,750,000 Dade County Industrial Development Authority Exempt
Facilities Revenue Refunding Bonds (Florida Power & Light Company
Projects), Series 1993, dated as of December 1, 1993 (the "Series 1993
Bonds"). The Series 1993 Bonds are being issued pursuant to Parts II
and III of Chapter 159, Florida Statutes, as amended (the "Act"), for
the purpose of making a loan to Florida Power & Light Company (the
"Company") to refund the outstanding Dade County, Florida (the "County")
(i) $33,850,000 Pollution Control Revenue Bonds (Florida Power & Light
Company Project), Series 1972, (ii) $7,200,000 Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1986,
and (iii) $4,700,000 Industrial Development Revenue Refunding Bonds
(Florida Power & Light Company Metrorail Project), Series 1986 issued to
finance or refinance the acquisition, construction and installation of
pollution control facilities located at the Turkey Point, Manatee,
Sanford and Cutler Plants of the Company, and facilities for the
provision of electrical power for the operation by the County of
Metrorail, a County-owned mass commuting facility, all as more
particularly described in the Trust Indenture, dated as of December 1,
1993 (the "Indenture"), between the Issuer and First Union National Bank
of Florida, Miami, Florida, as trustee (the "Trustee").
In rendering this opinion, we have examined the transcript of
proceedings (the "Transcript") relating to the issuance of the Series
1993 Bonds. The Transcript documents include an executed counterpart of
the Indenture and an executed counterpart of the Loan Agreement, dated
as of December 1, 1993 (the "Agreement"), between the Issuer and the
Company. We also have examined an executed Series 1993 Bond. We also
have relied upon the opinion of Steel Hector & Davis, as counsel for the
Company, as to all matters concerning the due authorization, execution
and delivery by, and the binding effect upon and enforceability against,
the Company of the Agreement. We have further assumed the due
authorization, execution and delivery by, and the binding effect upon
and enforceability against, the Trustee of the Indenture.
Based on this examination, we are of the opinion that, under existing
law:
1. The Series 1993 Bonds, the Indenture and the Agreement are valid,
legal, binding and enforceable in accordance with their respective
terms, subject to bankruptcy laws and other laws affecting creditors'
rights and to the exercise of judicial discretion.
2. The Series 1993 Bonds constitute limited obligations of the Issuer,
and the principal of and interest and any premium on the Series 1993
Bonds (collectively, "debt service") are payable solely from the
revenues and other moneys pledged and <PAGE>
<PAGE>
assigned by the Indenture to secure that payment. Those revenues and
other moneys include the Loan Repayments required to be made by the
Company under the Agreement. The Series 1993 Bonds and the payment of
debt service thereon are not secured by an obligation or pledge of any
moneys raised by taxation, and the Series 1993 Bonds do not represent or
constitute a debt or pledge of the faith and credit of the Issuer, the
State of Florida or any political subdivision thereof.
3. Under existing statutes, regulations, rulings and court decisions,
subject to the assumption stated below, interest on the Series 1993
Bonds is excluded from gross income for federal income tax purposes
except for interest on any Series 1993 Bond for any period during which
such Series 1993 Bond is held by a person who is a "substantial user" of
the facilities refinanced with the Series 1993 Bonds or a "related
person" within the meaning of Section 103(b)(13) of the Internal Revenue
Code of 1954, as amended (the "1954 Code"). Interest on the Series 1993
Bonds is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations;
however, interest on the Series 1993 Bonds is taken into account in
determining adjusted current earnings for purposes of computing the
alternative minimum tax imposed on corporations. We express no opinion
regarding other federal tax consequences resulting from the ownership,
receipt or accrual of interest on, or disposition of the Series 1993
Bonds. In rendering the opinion in this paragraph 3 above, we have
assumed continuing compliance by the Issuer and the Company with the
requirements of the 1954 Code and the Internal Revenue Code of 1986, as
amended (the "Code") that must be met after the issuance of the Series
1993 Bonds in order that interest on the Series 1993 Bonds not be
included in gross income for federal income tax purposes and have relied
upon the accuracy of the representations and certifications of the
Issuer and the Company contained in the Transcript, which we have not
independently verified. The failure by the Issuer or the Company to
meet such requirements may cause interest on the Series 1993 Bonds to be
included in gross income for federal income tax purposes retroactive to
the date of issuance of the Series 1993 Bonds. The Issuer and the
Company have covenanted to comply with the requirements of the 1954 Code
and the Code in order to maintain the exclusion of interest on the
Series 1993 Bonds from gross income for federal income tax purposes.
4. The Series 1993 Bonds and the interest thereon are exempt from
taxation under the laws of the State of Florida, except as to estate
taxes and taxes imposed by Chapter 220, Florida Statutes, on interest,
income or profits on debt obligations owned by corporations as defined
therein.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT B-2
(Letterhead of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.)
or
(Letterhead of McCrary & Mosley)
December 21, 1993
To: Dade County Industrial Development Authority
Miami, Florida
Goldman, Sachs & Co.
New York, New York
Artemis Capital Group, inc.
Boca Raton, Florida
First Equity Corporation of Florida
Miami, Florida
Howard Gary & Company
Miami, Florida
Ladies and Gentlemen:
This supplemental opinion is rendered at your request in connection
with the issuance by the Dade County Industrial Development Authority
(the "Issuer") of its $45,750,000 Dade County Industrial Development
Authority Exempt Facilities Revenue Refunding Bonds (Florida Power &
Light Company Projects), Series 1993, dated as of December 1, 1993 (the
"Series 1993 Bonds"). In connection with the issuance of the Series
1993 Bonds, we have delivered to each of you our approving legal opinion
as Co-Bond Counsel (the "Approving Opinion"). In rendering this
opinion, we have examined and relied upon the matters contained,
referred to and identified, and to the same extent stated, in the
Approving Opinion. We also have examined (i) the Official Statement,
dated December 20, 1993, relating to the Series 1993 Bonds (the
"Official Statement") and (ii) the Securities Act of 1933, as amended
(the "1933 Act"), the Trust Indenture Act of 1939, as amended (the "1939
Act"), and the rules, regulations and interpretations under those acts.
All terms used in this supplemental opinion and not defined herein shall
have the same meaning as assigned in the Approving Opinion.
Based on such examination, we are of the opinion that, under existing
law:
(1) The Issuer is a public body corporate and politic and a public
instrumentality duly created pursuant to the laws of the State of
Florida including, in particular, the Act, with full authority to
execute and deliver the Indenture, the Agreement and to issue and sell
the Series 1993 Bonds pursuant to the Act.
(2) In connection with the offering and sale of the Series 1993 Bonds
to the public, neither the Series 1993 Bonds nor any securities
evidenced thereby are required to be registered under the 1933 Act and
neither the Indenture nor any other instrument is required to be
qualified under the 1939 Act.
(3) The statements in the Official Statement relating to the Series
1993 Bonds, the Indenture and the Agreement under the captions "The
Series 1993 Bonds" (except for certain information and statements
provided by The Depository Trust Company under "The Series 1993 Bonds --
Book Entry System", as to which, with your permission, we express no
opinion), "The Agreement" and "The Indenture", insofar as they describe
the provisions of the Series 1993 Bonds, the Agreement and the
Indenture, fairly and accurately summarize the material provisions of
those documents. The statements pertaining to the Series 1993 Bonds in
the Official Statement under the caption "Tax Exemption" fairly and
accurately present the information purported to be shown.
This letter is furnished by us solely for your benefit in connection
with the original issuance and delivery of the Series 1993 Bonds and may
not, without our express written consent, be relied upon by any other
person.
Respectfully submitted, <PAGE>
<PAGE>
EXHIBIT C
(Letterhead of Steel Hector & Davis)
December 21, 1993
Goldman, Sachs & Co.
New York, New York
Artemis Capital Group, Inc.
Boca Raton, Florida
First Equity Corporation of Florida
Miami, Florida
Howard Gary & Company
Miami, Florida
(the "Underwriters" named in
the Underwriting Agreement dated
December 20, 1993 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
We have acted as counsel for Florida Power & Light Company (the
"Company") in connection with the issuance and sale by the Dade County
Industrial Development Authority (the "Issuer") of $45,750,000 aggregate
principal amount of the Issuer's Exempt Facilities Revenue Refunding
Bonds (Florida Power & Light Company Projects), Series 1993 (the
"Bonds"), issued under the Trust Indenture, dated as of December 1, 1993
(the "Indenture"), by and between the Issuer and First Union National
Bank of Florida, as trustee (the "Trustee"), and in connection with the
sale of the Bonds to the Underwriters in accordance with the Agreement.
We have participated in the preparation of or reviewed (1) the
Indenture and the Loan Agreement, dated as of December 1, 1993 (the
"Loan Agreement"), by and between the Company and the Issuer; (2) the
Letter of Representation, dated December 20, 1993 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriters;
(3) the Official Statement, dated December 20, 1993, including Appendix
A and all documents incorporated by reference therein (the "Official
Statement") and (4) such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for purposes of this opinion. We have also participated in
the preparation of the Company's application to the Florida Public
Service Commission for the authorization of the issuance and sale, among
other things, of debt securities during 1993.
Upon the basis of the foregoing, we advise you that:
I. The Company is a validly organized and existing corporation and
is in good standing under the laws of the State of Florida, and is doing
business in that State, and has valid franchises, licenses and permits
adequate for the conduct of its business.
II. The Company is a corporation duly authorized by its Restated
Articles of Incorporation, as amended (the "Charter"), to conduct the
business which it is now conducting as set forth in the Official
Statement; the Company is subject, as to retail rates and services,
issuance of securities, accounting and certain other matters, to the
jurisdiction of the Florida Public Service Commission; and the Company
is subject, as to wholesale rates, accounting and certain other matters,
to the jurisdiction of the Federal Energy Regulatory Commission.
III. Except as stated or referred to in the Official Statement,
as amended or supplemented (including amendments or supplements
resulting from the filing of documents incorporated therein by
reference), there are no material pending legal <PAGE>
<PAGE>
proceedings to which the Company is a party or of which property of the
Company is the subject which, if determined adversely would have a
material adverse effect on the Company, and, to the best of our
knowledge, no such proceeding is known by us to be contemplated by
governmental authorities. We know of no litigation or proceedings,
pending or threatened, challenging the validity of the Loan Agreement or
the Letter of Representation or seeking to enjoin the performance of the
Company's obligations thereunder.
IV. The Loan Agreement has been duly and validly authorized by
all necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting creditors' rights
generally and general equity principles, and subject to any principles
of public policy limiting the right to enforce the indemnification
provisions contained in Section 7.3 therein.
V. The consummation by the Company of the transactions contemplated
in the Letter of Representation, and the fulfillment by the Company of
the terms of the Loan Agreement and the Letter of Representation, will
not result in a breach of any of the terms or provisions of, or
constitute a default under the Charter or by-laws or any indenture,
mortgage, deed of trust or other agreement or instrument, the terms of
which are known to us, to which the Company is now a party, except where
such breach or default would not have a material adverse effect on the
business, properties or financial condition of the Company.
VI. Other than with respect to the opinions expressed regarding
the Official Statement under paragraphs VIII and XII, we have not
ourselves checked the accuracy or completeness of, or otherwise
verified, the information furnished with respect to matters in the
Official Statement. We have generally reviewed and discussed such
information with certain officers and employees of the Company, certain
of its legal counsel, its independent public accountants, Co-Bond
Counsel, and your representatives. Additionally, as counsel to the
Company, we have responsibility for certain of its legal matters. On
the basis of such consideration, review and discussion, but without
independent check or verification except as stated, nothing has come to
our attention that would lead us to believe that the Official Statement,
as amended or supplemented (including amendments or supplements
resulting from the filing of documents incorporated therein by
reference) (except the information regarding the exclusion from gross
income for federal income tax purposes of interest on the Bonds and the
financial statements and other financial or statistical data included or
incorporated by reference therein, as to which we express no opinion),
at its date contained or at the date hereof contains, any untrue
statement of a material fact or at its date omitted, or, at the date
hereof omits, to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.
VII. The Loan Agreement is being executed and delivered pursuant
to the authority contained in orders of the Florida Public Service
Commission, which authority is adequate to permit such action. To the
best of our knowledge, said authorization is still in full force and
effect, and no further approval, authorization, consent or order of any
public board or body is legally required for the performance of the
Company's obligations under the Loan Agreement.
VIII. The statements summarizing the provisions of the Bonds, the
Loan Agreement, and the Indenture contained in the Official Statement
under the captions "The Series 1993 Bonds", "The Agreement", and "The
Indenture" accurately and fairly present the material aspects of the
information purported to be shown.
IX. At the time they were filed with the Securities and Exchange
Commission, the documents incorporated by reference in Appendix A to the
Official Statement, as amended or supplemented (except as to the
financial statements and other financial or statistical data included or
incorporated by reference therein as to which we express no opinion),
complied as to form in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable instructions, rules and regulations of the Securities and
Exchange Commission thereunder.
X. The offer and sale of the Bonds do not require registration of
the Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended; provided that, in
giving this opinion, we have, with your consent, relied on the opinions
of even date herewith rendered to you by Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A., and McCrary & Mosley as Co-Bond Counsel,
that the interest on the Bonds is excluded from gross income for federal
income tax purposes and we have made no independent factual
investigation with respect to such exclusion.
XI. The Letter of Representation has been duly and validly
authorized, executed and delivered by the Company and <PAGE>
<PAGE>
constitutes a valid and binding agreement of the Company, subject to any
principles of public policy limiting the right to enforce the
indemnification provisions contained in Section 5 therein.
XII. The information contained in the Official Statement, which
is stated therein to have been made in reliance upon our authority, or
is specifically attributed to us, has been reviewed by us and is
correct.
We are members of the Florida Bar and do not hold ourselves out as
experts on the laws of New York and accordingly, this opinion is limited
to the laws of Florida (other than the blue sky laws thereof) and the
federal laws of the United States. As to all matters of New York law,
we have relied, with your consent, upon the opinion of even date
herewith rendered to you by Reid & Priest, New York, New York. As to
all matters of Florida law, Reid & Priest and Winthrop, Stimson, Putnam
& Roberts are hereby authorized to rely upon this opinion as though it
were rendered to each of them.
Very truly yours,<PAGE>
<PAGE>
(Letterhead of Steel Hector & Davis)
December 21, 1993
Dade County Industrial Development Authority
Miami, Florida
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
Miami, Florida
McCrary & Mosley
Miami, Florida
Ladies and Gentlemen:
Attached hereto is an executed copy of our opinion of even date
herewith, to the underwriters of $45,750,000 aggregate principal amount
of Dade County Industrial Development Authority Exempt Facilities
Revenue Refunding Bonds (Florida Power & Light Company Projects),
Series 1993. You are hereby authorized to rely upon such opinion as
though it were addressed to you.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT D
(Letterhead of Reid & Priest)
New York, New York
December 21, 1993
Goldman, Sachs & Co.
New York, New York
Artemis Capital Group, Inc.
Boca Raton, Florida
First Equity Corporation of Florida
Miami, Florida
Howard Gary & Company
Miami, Florida
(the "Underwriters" named in
the Underwriting Agreement dated
December 20, 1993 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
With reference to the issuance by the Dade County Industrial
Development Authority (the "Issuer") and sale to the Underwriters named
in the Agreement of $45,750,000 aggregate principal amount of the
Issuer's Exempt Facilities Revenue Refunding Bonds (Florida Power &
Light Company Projects), Series 1993 (the "Bonds"), issued under the
Trust Indenture, dated as of December 1, 1993 (the "Indenture"), by and
between the Issuer and First Union National Bank of Florida, as trustee,
we advise you that, as counsel for Florida Power & Light Company (the
"Company"), we have reviewed (a) the Indenture and the Loan Agreement,
dated as of December 1, 1993 (the "Loan Agreement"), by and between the
Company and the Issuer; (b) the Letter of Representation, dated
December 20, 1993 (the "Letter of Representation"), from the Company to
the Issuer and the Underwriters; (c) the Official Statement, dated
December 20, 1993, including Appendix A and all documents incorporated
by reference therein (the "Official Statement"); (d) the Company's
Restated Articles of Incorporation and by-laws, each as amended to the
date hereof (respectively, the "Charter" and By-laws") and (e) the
application by the Company to the Florida Public Service Commission for
authorization of, among other things, the issuance and sale of debt
securities during 1993.
On the basis of the foregoing, we advise you as follows:
I. The Loan Agreement has been duly and validly authorized by all
necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting creditors' rights
generally and general equity principles, and subject to any principles
of public policy limiting the right to enforce the indemnification
provision contained in Section 7.3 therein.
II. The statements summarizing the provisions of the Bonds, the
Loan Agreement, and the Indenture, contained in the Official Statement
under the captions "The Series 1993 Bonds", "The Agreement", and "The
Indenture" accurately and fairly present material aspects of the
information purported to be shown.
III. At the time they were filed with the Securities and Exchange
Commission, the documents incorporated by reference in Appendix A to the
Official Statement, as amended or supplemented (except as to the
financial statements and other financial or statistical data included or
incorporated by reference in such documents, as to which we express no
opinion), complied as to form in all material respects with the
applicable requirements of the Securities Exchange Act of 1934, as
amended, and the applicable, instructions, rules and regulations of the
Securities and Exchange Commission thereunder.<PAGE>
<PAGE>
IV. The offer and sale of the Bonds do not require registration
of the Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.
V. The Letter of Representation has been duly and validly
authorized, executed and delivered by the Company and constitutes a
valid and binding agreement of the Company, subject to any principles of
public policy limiting the right to enforce the indemnification
provisions contained in Section 6 therein.
VI. The consummation by the Company of the transactions
contemplated in the Letter of Representation, and the fulfillment by the
Company of the terms of the Loan Agreement and the Letter of
Representation, will not result in a breach of any of the terms or
provisions of, or constitute a default under the Charter or By-laws of
the Company or any indenture, mortgage, deed of trust or other agreement
or instrument, the terms of which are known to us to which the Company
is now a party, except where such breach or default would not have a
material adverse effect on the business, properties or financial
condition of the Company.
Other than with respect to the opinion expressed regarding the
Official Statement under paragraph II, we have not ourselves checked the
accuracy or completeness of, or otherwise verified, the information
furnished with respect to matters in the Official Statement. We have
generally reviewed and discussed with certain officers and employees of
the Company, its counsel, its independent public accountants, Co-Bond
Counsel, and your representatives the information furnished, whether or
not subject to our check and verification. On the basis of such
consideration, review and discussion, but without independent check or
verification except as stated, nothing has come to our attention that
would lead us to believe that the Official Statement, as amended or
supplemented (except the information regarding the exclusion from gross
income for federal income tax purposes of interest on the Bonds or the
financial statements and other financial or statistical data included or
incorporated by reference therein, as to which we express no opinion),
at its date or at the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of Florida. We do not pass upon matters relating to
the incorporation of the Company. We have relied, with your consent,
upon an opinion of even date herewith addressed to you by Steel Hector
& Davis, West Palm Beach, Florida, counsel for the Company, as to all
matters of Florida law addressed in such opinion. As to all matters of
New York law, Steel Hector & Davis is hereby authorized to rely upon
this opinion as though it were rendered to Steel Hector & Davis. With
respect to the opinion expressed in paragraph IV above, we have relied,
with your consent, upon the opinions of even date herewith rendered to
you by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and
McCrary & Mosley, as Co-Bond Counsel, that the interest on the Bonds is
excluded from gross income for federal income tax purposes and we have
made no independent factual investigation with respect to such
exclusion.
Very truly yours,<PAGE>
<PAGE>
(Letterhead of Reid & Priest)
December 21, 1993
Dade County Industrial Development Authority
World Trade Center Building
80 S.W. 8th Street, Suite 2440
Miami, Florida 33130
Ladies and Gentlemen:
Referring to the sale by the Dade County Industrial Development
Authority today of $45,750,000 aggregate principal amount of its Exempt
Facilities Revenue Refunding Bonds (Florida Power & Light Company
Projects) Series 1993, we hand you herewith signed copies of our opinion
of even date herewith to Goldman, Sachs & Co., Artemis Capital Group,
Inc, First Equity Corporation of Florida and Howard Gary & Company (the
"Underwriters") and authorize you to treat said opinion as having been
rendered to you as well as to the Underwriters.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT E
(Letterhead of Winthrop, Stimson, Putnam & Roberts)
or
(Letterhead of Kubicki, Draper, Gallagher & McGrane, P.A.)
December 21, 1993
Goldman, Sachs & Co.
New York, New York
Artemis Capital Group, Inc.
Boca Raton, Florida
First Equity Corporation of Florida
Miami, Florida
Howard Gary & Company
Miami, Florida
(the "Underwriters" named in the Underwriting
Agreement dated December 20, 1993 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
We have acted as counsel for you in connection with your purchase
from the Dade County Industrial Development Authority (the "Issuer") of
$45,750,000 aggregate principal amount of the Issuer's Exempt Facilities
Revenue Refunding Bonds (Florida Power & Light Company Projects), Series
1993 (the "Bonds"), issued under a Trust Indenture, dated as of
December 1, 1993 (the "Indenture"), by and between the Issuer and First
Union National Bank of Florida, as trustee (the "Trustee"), pursuant to
the Agreement, and in connection with the related (1) Loan Agreement,
dated as of December 1, 1993 (the "Loan Agreement"), by and between
Florida Power & Light Company (the "Company") and the Issuer; (2) Letter
of Representation, dated December 20, 1993 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriters;
and (3) Official Statement, dated December 20, 1993, including Appendix
A and all documents incorporated by reference therein (the "Official
Statement").
We have, with your consent, relied upon the opinion of even date
herewith addressed to you by Steel Hector & Davis, counsel for the
Company, as to matters covered in such opinion relating to the laws of
the State of Florida. We have reviewed such opinion and believe it is
satisfactory and that you and we are justified in relying thereon. With
respect to the opinion expressed in paragraph (4) below, we have, with
your consent, relied on the opinion of even date herewith of Greenberg,
Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary & Mosley, as
Co-Bond Counsel, that interest on the Bonds is excluded from gross
income for federal income tax purposes and have made no independent
factual investigation with respect to such exclusion. We have also
examined such documents and satisfied ourselves as to such other matters
as we have deemed necessary in order to enable us to express the opinion
set forth below.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
We are of the opinion that:
(1) The Loan Agreement has been duly and validly authorized by
all necessary corporate action, has been duly and validly executed and
delivered and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement of
creditors' rights generally and general equity principles, and subject
to any principles of public policy limiting the right to enforce the
indemnification provision <PAGE>
<PAGE>
contained in Section 7.3 therein.
(2) The Loan Agreement is being executed and delivered pursuant
to the authority contained in orders of the Florida Public Service
Commission, which authority is adequate to permit such action. To the
best of our knowledge, said authorization is still in full force and
effect, and no further approval, authorization, consent or order of any
public board or body is legally required for the performance of the
Company's obligations under the Loan Agreement.
(3) The statements summarizing the provisions of the Bonds, the
Loan Agreement, and the Indenture contained in the Official Statement
under the captions "The Series 1993 Bonds", "The Agreement", and "The
Indenture" accurately and fairly present material aspects of the
information purported to be shown.
(4) The offer and sale of the Bonds do not require registration
of the Bonds under the Securities Act of 1933, as amended, and, in
connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.
(5) The Letter of Representation has been duly and validly
authorized, executed and delivered by the Company and constitutes a
valid and binding agreement of the Company, except that we express no
opinion as to the enforceability of the indemnification provisions of
Section 6 thereof.
While we have examined the Official Statement, we have necessarily
assumed the correctness and completeness of the statements made or
included therein, or constituting a part thereof, and take no
responsibility therefor, except insofar as such statements relate to us
and as set forth in paragraph (3) above. In the course of the
preparation of the Official Statement, we had conferences with certain
of the Company's officers and representatives, with counsel for the
Company, with Deloitte & Touche, the independent public accountants who
audited certain of the financial statements included in the Official
Statement, with Co-Bond Counsel and with your representative. We call
to your attention that there is no statutory or regulatory provision
authorizing the incorporation by reference of information in documents
such as the Official Statement. Our examination of the Official
Statement, and our discussions in the above-mentioned conferences, did
not disclose to us any information which gives us reason to believe that
the Official Statement, at its issue date and at the date hereof,
contained or contains any untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. We express no opinion or belief as to the
financial statements and other financial or statistical data contained
in or incorporated by reference in the Official Statement or the
information regarding exclusion from gross income for federal income tax
purposes of interest on the Bonds or as to the incorporation of the
Company.
This opinion is rendered to you in connection with the above-
described transaction. This opinion may not be relied upon by you for
any other purpose, or relied upon or furnished to any other person, firm
or corporation without our prior written permission.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT F
FLORIDA POWER & LIGHT COMPANY
LETTER OF REPRESENTATION
December 20, 1993
Dade County Industrial Development Authority
Miami, Florida
Goldman, Sachs & Co.
New York, New York
Artemis Capital Group, Inc.
Boca Raton, Florida
First Equity Corporation of Florida
Miami, Florida
Howard Gary & Company
Miami, Florida
(the "Underwriters" named in the Underwriting
Agreement dated the date hereof (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
In consideration of the issuance and sale by the Dade County
Industrial Development Authority (the "Issuer") of $45,750,000 aggregate
principal amount of its Exempt Facilities Revenue Refunding Bonds
(Florida Power & Light Company Projects), Series 1993 (the "Bonds") and
the purchase of the Bonds by the Underwriters pursuant to the Agreement,
Florida Power & Light Company (the "Company") represents, warrants and
covenants to and agrees with the Issuer and the Underwriters, and the
Issuer and the Underwriters by their acceptance hereof agree with the
Company as follows (all terms not specifically defined in this Letter of
Representation shall have the same meanings herein as in the Agreement):
1. Representations and Warranties of the Company. The Company
represents and warrants that:
(a) When the Official Statement shall be issued and at the Closing
Date, the Official Statement, as it may be amended or supplemented
(including amendments or supplements resulting from the filing of
documents incorporated by reference), will not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
that the foregoing representations and warranties in this subsection
(a) shall not apply to statements in or omissions from the Official
Statement under the captions "Tax Exemption", "Underwriting" and
"Disclosure Required By Florida Blue Sky Regulations" (except for
the second sentence of the first paragraph thereof) or in Appendices
B, C, and D or in the statements on the cover page with respect to
the initial public offering price, tax exemption or terms of
offering or in the statement on the third page with respect to
stabilization of the market price of the Bonds by the Underwriters.
(b) The documents incorporated by reference in Appendix A to the
Official Statement, as amended or supplemented, fully complied, at
the time they were filed with the Securities and Exchange Commission
(the "Commission"), in all material respects with the applicable
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the applicable instructions, rules and
regulations of the Commission thereunder.<PAGE>
<PAGE>
(c) The financial statements contained or incorporated by
reference in Appendix A to the Official Statement present fairly the
financial condition and operations of the Company at the respective
dates or for the respective periods to which they apply; and such
financial statements have been prepared in each case in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise indicated in the
Official Statement.
(d) Since the respective most recent dates as of which information
is given in the Official Statement, as it may be amended or
supplemented (including amendments or supplements resulting from the
filing of documents incorporated by reference), there has not been
any material adverse change in the business, properties or financial
condition of the Company nor has any material transaction been
entered into by the Company, other than changes and transactions
reflected in or contemplated by the Official Statement, as it may be
amended or supplemented, and transactions in the ordinary course of
business. The Company does not have any material contingent
obligation which is not reflected in or contemplated by the Official
Statement, as it may be amended or supplemented.
(e) The consummation of the transactions contemplated herein and
in the Official Statement and the fulfillment of the terms of the
Loan Agreement and this Letter of Representation, on the part of the
Company to be fulfilled, have been duly authorized by all necessary
corporate action of the Company in accordance with the provisions of
its Restated Articles of Incorporation, as amended (the "Charter"),
by-laws (the "By-laws") and applicable law, and this Letter of
Representation constitutes, and the Loan Agreement when executed and
delivered by the Company will constitute, legal, valid and binding
obligations of the Company in accordance with their terms, except as
limited by bankruptcy, insolvency or other laws affecting creditors'
rights generally and general equity principles, and subject to any
principles of public policy limiting the right to enforce the
indemnification provisions contained in Section 5 herein and
Section 7.3 of the Loan Agreement.
(f) The consummation of the transactions contemplated herein and
in the Official Statement and the fulfillment of the terms of the
Loan Agreement and this Letter of Representation will not result in
a breach of any of the terms or provisions of, or constitute a
default under the Charter or By-laws of the Company or any
indenture, mortgage, deed of trust or other agreement or instrument
to which the Company is now a party, except where such breach or
default would not have a material adverse effect on the business,
properties, or financial condition of the Company.
(g) The terms and conditions of the Agreement as they relate to
the Company and the Company's participation in the transactions
contemplated thereby are satisfactory to it.
(h) The Company has approved the use prior to the date hereof of
the Preliminary Official Statement, dated December 15, 1993, in
connection with the offering of the Bonds.
2. Covenants of the Company. The Company agrees that:
(a) At its expense, it will cause to be prepared and, upon the
approval of and authorization by the Issuer, furnished to the
Underwriters as many copies of the Official Statement (as amended or
supplemented from time to time, but excluding any documents
incorporated by reference therein) as the Underwriters may
reasonably request for the public offering of the Bonds. At its
expense, it will cause to be prepared and furnished to the
Underwriters one copy of each of the documents incorporated by
reference in the Official Statement, as it may be amended or
supplemented, and as many additional copies of such documents
incorporated by reference as shall be requested of the Underwriters
by prospective purchasers of the Bonds.
(b) During the period ending 25 days after the end of the
underwriting period as defined in Rule 15c2-12 of the Exchange Act,
if any event relating to or affecting the Company or of which the
Company shall be advised in writing by the Underwriters shall occur
which, in the Company's opinion, should be set forth in a supplement
to or in an amendment of the Official Statement in order to make the
Official Statement not misleading in the light of the circumstances
when it is delivered to a purchaser, the Company will either (i)
prepare and furnish to the Underwriters at the Company's expense a
reasonable number of copies of a supplement or supplements or an
amendment or amendments to the Official Statement or (ii) make an
appropriate filing pursuant to Section 13 or 14 of the Exchange Act,
which will, in either case, supplement or amend the Official
Statement so that as supplemented or amended it will not contain any
untrue statement of a material fact or omit to state any material
fact necessary in order to make the <PAGE>
<PAGE>
statements therein, in the light of the circumstances when the
Official Statement is delivered to a purchaser, not misleading;
provided, that should such event relate solely to activities of the
Underwriters, then the Underwriters shall assume the expense of
preparing and furnishing any such amendment or supplement.
(c) It will furnish such proper information as may be lawfully
required and otherwise cooperate in qualifying the Bonds for offer
and sale under the blue sky laws of such jurisdictions as the
Underwriters may designate, provided that the Company shall not be
required to qualify as a foreign corporation or dealer in
securities, or to file any consents to service of process, under the
laws of any jurisdiction, or to meet other requirements deemed by
the Company to be unduly burdensome.
(d) It will not take or omit to take any action the taking or
omission of which would cause the proceeds from the sale of the
Bonds to be applied in a manner contrary to that provided for in the
Indenture and the Loan Agreement as they are amended from time to
time.
3. Expenses.
(a) Upon the issuance and delivery of the Bonds by the Issuer to
the Underwriters, the Company will pay, or cause to be paid, all
expenses and costs incident to the authorization, issuance,
printing, sale and delivery, as the case may be, of the underwriting
papers, the Bonds, the Preliminary Official Statement, the Official
Statement, this Letter of Representation and the blue sky survey,
including without limitation (A) any taxes, other than transfer
taxes, in connection with the issuance of the Bonds hereunder;
(B) any rating agency fees; (C) fees of the Trustee; (D) the fees
and disbursements of Co-Bond Counsel and counsel to the Issuer and
the Company; (E) the fees to the Issuer; and (F) the fees and
disbursements of Winthrop, Stimson, Putnam & Roberts, counsel for
the Underwriters, and Kubicki, Draper, Gallagher & McGrane, P.A.,
co-counsel for the Underwriters; and (G) the fees and
disbursements (including filing fees) of Winthrop, Stimson, Putnam
& Roberts, counsel for the Underwriters, in connection with the
qualification of the Bonds for sale under the securities or blue sky
laws of various jurisdictions, not in excess, however, of an
aggregate of $5,000.
(b) If the Agreement is terminated in accordance with the
provisions of Section 6 or 7(b) thereof, the Company will pay all
the expenses referred to in subsection (a) of this Section 3, and
the reasonable out-of-pocket expenses of the Underwriters, not in
excess, however, of an aggregate of $5,000, the Underwriters to pay
the remainder of their expenses.
(c) If the Agreement is terminated in accordance with the
provisions of Section 7(a) thereof, the Company will pay all the
expenses referred to in subsection (a) of this Section 3, the
Underwriters to pay the remainder of its expenses.
(d) If the Underwriters shall fail or refuse, otherwise than for
some reason sufficient to justify, in accordance with the terms of
the Agreement, the cancellation or termination of their obligation
thereunder, to purchase and pay for the Bonds as provided in
Section 2 thereof, the Underwriters will pay all the expenses
referred to in subsection (a) of this Section 3.
(e) The Issuer shall not in any event be liable to the
Underwriters for any expenses or costs incident to the issuance and
sale of the Bonds nor for damages on account of loss of anticipated
profits. The Company shall not in any event be liable to the
Underwriters for damages on account of loss of anticipated profits.
Nothing herein shall be construed to relieve the Underwriters of its
liability for their default under the Agreement.
4. Conditions of the Company's Obligation. The obligation of the
Company to participate in the transactions contemplated herein and in
the Official Statement shall be subject to the condition that, on the
Closing Date, there shall be in full force and effect an authorization
of the Florida Public Service Commission with respect to the
participation of the Company in such transactions, and containing no
provision unacceptable to the Company by reason or the fact that it is
materially adverse to the Company, it being understood that no
authorization in effect at the time of execution of this Letter of
Representation contains any such unacceptable provision. In case the
aforesaid condition shall not have been fulfilled, this Letter of
Representation and the Company's obligation to participate in the
transactions contemplated herein and in the Official Statement may be
terminated by the Company, upon mailing or delivering written notice
thereof to the Underwriters.<PAGE>
<PAGE>
5. Representation of the Issuer. The acceptance and confirmation
of this Letter of Representation by the Issuer shall constitute a
representation and warranty by the Issuer to the Company that the
representations and warranties contained in Section 3 of the Agreement
are true as of the date hereof and will be true in all material respects
as of the Closing Date.
6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Issuer
and any official or employee thereof, each Underwriter and each
person who controls any Underwriter within the meaning of Section 15
of the Securities Act of 1933, as amended (the "Securities Act"),
against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject and to
reimburse each of them for any legal or other expenses (including,
to the extent hereinafter provided, reasonable counsel fees)
incurred by them in connection with investigating any such losses,
claims, damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained
in the Preliminary Official Statement, including any documents
incorporated therein by reference, or in the Official Statement, as
amended or supplemented (if any amendments or supplements thereto,
including documents incorporated by reference, shall have been
furnished), or the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, however, that the indemnity agreement contained in this
Section 6 shall not apply to any Underwriter (or any person
controlling such Underwriter) on account of any such losses, claims,
damages, liabilities, expenses or actions arising out of, or based
upon, any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, under the captions "Tax
Exemption" (except to the extent that such statement or omission is
based upon an untrue statement of or an omission to state, or an
alleged untrue statement of or omission to state, a material fact in
the engineering facts and representations and conclusions of the
Company concerning the Project (as defined in the Loan Agreement)
contained in the closing certificate furnished to Greenberg,
Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary &
Mosley, as Co-Bond Counsel, and except to the extent that such
statement or omission is based upon the Company's continuing
compliance with Section 148(f) of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder) and "Underwriting" or in
the statements on the cover page with respect to the initial public
offering price, tax exemption or terms of offering or in the
statement on the third page with respect to stabilization of the
market price of the Bonds by the Underwriters; and provided,
further, that the indemnity agreement contained in this Section 5
shall not inure to the benefit of any Underwriter (or of any person
controlling such Underwriter) on account of any such losses, claims,
damages, liabilities, expenses or actions arising from the sale of
Bonds to any person if such Underwriter shall have failed to send or
give to such person (i) with or prior to the written confirmation of
such sale, a copy of the Official Statement or the Official
Statement as amended or supplemented, if any amendments or
supplements thereto shall have been timely furnished at or prior to
the time of written confirmation of the sale involved, but exclusive
of any documents incorporated by reference therein unless, with
respect to the delivery of any amendment or supplement, the alleged
omission or alleged untrue statement is not corrected in such
amendment or supplement at the time of confirmation, or (ii) with or
prior to the delivery of such Bonds to such person, a copy of any
amendment or supplement to the Official Statement which shall have
been furnished subsequent to such written confirmation and prior to
the delivery of such Bonds to such person, exclusive of any
documents incorporated by reference therein unless, with respect to
the delivery of any amendment or supplement, the alleged omission or
alleged untrue statement was not corrected in such amendment or
supplement at the time of such delivery. The Issuer and each
Underwriter agrees to notify promptly the Company, the Issuer and
each other Underwriter, as the case may be, of the commencement of
any litigation or proceedings against it, any of its aforesaid
officials or employees or any person controlling it as aforesaid, in
connection with the issuance and sale of the Bonds.
(b) Each Underwriter agrees to indemnify and hold harmless the
Issuer and any official or employee thereof, and the Company, its
officers and directors, and each person who controls the Company
within the meaning of Section 15 of the Securities Act, against any
and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject and to reimburse each
of them for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages or
liabilities, or in connection with defending any actions, insofar as
such losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Official Statement, as
amended or supplemented (if any amendments or supplements thereto
shall have been furnished), or the omission or alleged omission to
state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, but only with<PAGE>
<PAGE>
respect to information contained under the caption "Underwriting" or
in the statements on the cover page with respect to the initial
public offering price and terms of offering or in the statement on
the third page with respect to stabilization of the market price of
the Bonds by the Underwriters. The Issuer and the Company agree
promptly to notify the Underwriters, the Issuer and the Company, as
the case may be, of the commencement of any litigation or
proceedings against it, any of its aforesaid officials or employees,
or any of its aforesaid officers and directors or any person
controlling it as aforesaid, in connection with the issuance and
sale of the Bonds.
(c) The Company, each Underwriter and the Issuer each agree that,
upon the receipt of notice of the commencement of any action against
it, any of its aforesaid officers and directors, any of its
aforesaid officials or employees or any person controlling it as
aforesaid, as the case may be, in respect of which indemnity may be
sought on account of any indemnity agreement contained herein, it
will promptly give written notice of the commencement thereof to the
party or parties against whom indemnity shall be sought hereunder,
but the omission so to notify such indemnifying party or parties of
any such action shall not relieve such indemnifying party or parties
from any liability which it or they may have to the indemnified
party otherwise than on account of such indemnity agreement. In
case such notice of any such action shall be so given, such
indemnifying party shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume (in
conjunction with any other indemnifying parties) the defense of such
action, in which event such defense shall be conducted by counsel
chosen by such indemnifying party or parties satisfactory to the
indemnified party or parties and who shall be defendant or
defendants in such action, and such defendant or defendants shall
bear the fees and expenses of any additional counsel retained by
them; but if the indemnifying party shall elect not to assume the
defense of such action, such indemnifying party will reimburse such
indemnified party or parties for the reasonable fees and expenses of
any counsel retained by them; provided, however, if the defendants
in any such action include both the indemnified party and the
indemnifying party and counsel for the indemnifying party shall have
reasonably concluded that there may be a conflict of interest
involved in the representation by such counsel of both the
indemnifying party and the indemnified party, the indemnified party
or parties shall have the right to select separate counsel,
satisfactory to the indemnifying party, to participate in the
defense of such action on behalf of such indemnified party or
parties (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate
counsel representing the indemnified parties who are parties to such
action).
7. Miscellaneous. The validity and interpretation of this Letter
of Representation shall be governed by the law of the State of New York.
This Letter of Representation shall inure to the benefit of the Company,
the Issuer, the Underwriters and, with respect to the provisions of
Section 6 hereof, each official, employee, officer, director and
controlling person referred to in said Section 6, and their respective
successors. Nothing in this Letter of Representation is intended or
shall be construed to give any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of this
Letter of Representation or any provision herein contained. The term
"successors" as used herein shall not include any purchaser, as such
purchaser, of any Bonds from or through the Underwriters.
The indemnity agreements of the Company and the Underwriters
contained in Section 6 hereof and the representations of the Company and
the Issuer contained herein shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the
Issuer or any official or employee thereof, the Underwriters or any
controlling person thereof, or the Company or any director, officer or
controlling person thereof, and shall survive the delivery of the Bonds.
The agreements contained in Section 3 hereof to pay expenses shall
survive the termination of the Agreement and this Letter of
Representation.
This Letter of Representation may be executed in several
counterparts, each of which shall be regarded as an original and all of
which shall constitute one and the same agreement. This Letter of
Representation shall become effective upon the execution and acceptance
thereof and the effectiveness of the Agreement, and it shall terminate
as provided in Section 4 hereof or upon the termination of the
Agreement.
8. Notices. All communications hereunder shall be in writing or by
telegram and, if to the Underwriters, shall be mailed or delivered to
them or, if to the Issuer, shall be mailed or delivered to it at the
Dade County Industrial Development Authority, World Trade Center
Building, 80 S.W. 8th Street, Suite 2440, Miami, Florida 33130,
Attention: Executive Director, if to the Company, shall be mailed or
delivered to Florida Power & Light Company, 700 Universe Boulevard, Juno
Beach, Florida 33408-8801, Attention: Treasurer.<PAGE>
<PAGE>
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter agreement and your acceptance shall
constitute a binding agreement between us.
Very truly yours,
Florida Power & Light Company
By: DILEK SAMIL
Treasurer
Accepted and confirmed as of the date first above written:
Dade County Industrial
Development Authority
By: R. J. BARRETO
Chairman of the Dade County
Industrial Development Authority
Approved by the County Attorney as Attest:
to Form and Legal Sufficiency:
By: DIANNE S. GAINES JAMES D. WAGNER, JR.
Assistant County Attorney for
Dade County, Florida Secretary Ex-officio
Goldman, Sachs & Co. Artemis Capital Group, Inc.
By:GOLDMAN, SACHS & CO. By: SANDRA M. ANDERSON
Vice President
First Equity Corporation of Florida Howard Gary & Company
By:DEBORAH GLUCKSTEIN ETKIN By: HECTOR J. MONTES
Vice President Managing Director
EXHIBIT 3(a)
RESTATED ARTICLES OF INCORPORATION
OF
FLORIDA POWER & LIGHT COMPANY
Pursuant to Section 607.1007 of the Florida Statutes, Florida Power
& Light Company, a Florida corporation (the "Company"), hereby certifies
that:
(1) these Restated Articles of Incorporation solely restate and
integrate the Restated Articles of Incorporation, as amended to the date
hereof;
(2) these Restated Articles of Incorporation do not contain an
amendment requiring shareholder approval; and
(3) these Restated Articles of Incorporation were duly adopted by the
Board of Directors of the Company pursuant to a unanimous written
consent dated as of March 23, 1992.
The text of the Restated Articles of Incorporation of the Company is
restated effective as of the date of filing with the Department of
State, to read as follows:
1. The name of the corporation is FLORIDA POWER & LIGHT COMPANY.
2. The Company is organized for the purpose of transacting any or
all lawful business.
3. (A) AUTHORIZED CAPITAL. All of the issued and unissued shares of
Common Stock without par value of the Company, except for 1,000 such
shares held of record on December 31, 1984 by FPL Group, Inc., a Florida
corporation, are hereby cancelled. After giving effect to such
cancellation, the total authorized capital stock of the Company shall
consist of six classes of stock as follows:
(1) 100,000 shares of 4 1/2% Preferred Stock of the par value of $100
each (hereinafter called "4 1/2% Preferred Stock");
(2) 50,000 shares of 4 1/2% Preferred Stock Series A of the par value
of $100 each (hereinafter called "Series A Stock");
(3) 18,377,000 shares of Preferred Stock of the par value of $100
each (hereinafter called "Preferred Stock") of which 50,000 shall be
4 1/2% Preferred Stock Series B of the par value of $100 each; 62,500
shares shall be 4 1/2% Preferred Stock Series C of the par value of $100
each; 50,000 shares shall be 4.32% Preferred Stock Series D of the par
value of $100 each; 50,000 shares shall be 4.35% Preferred Stock Series
E of the par value of $100 each; 600,000 shares shall be 7.28% Preferred
Stock Series F of the par value of $100 each; 400,000 shares shall be
7.40% Preferred Stock Series G of the par value of $100 each; 500,000
shares shall be 9.25% Preferred Stock Series H of the par value of $100
each; and 112,500 shares shall be 10.08% Preferred Stock Series J of the
par value of $100 each;
(4) 10,000,000 shares of Preferred Stock without par value
(hereinafter called "No Par Preferred Stock");
(5) 5,000,000 shares of Subordinated Preferred Stock without par
value (hereinafter called "Preference Stock");
(6) 1,000 shares of Common Stock without par value (hereinafter
called "Common Stock").
(B) 4 1/2% PREFERRED STOCK, SERIES A STOCK, PREFERRED STOCK, NO
PAR PREFERRED STOCK AND COMMON STOCK. Except as to variations provided
for in paragraph (1) of this subsection (B), all shares of Preferred
Stock and No Par Preferred Stock and each series thereof shall be alike
and identical in every particular and all shares of Preferred Stock and
No Par Preferred Stock and each series thereof shall be of equal rank
and dignity with and have the distinguishing characteristics hereinafter
described in this Section 3. Each series of the Preferred Stock shall
have distinguishing characteristics of the Series A Stock hereinafter
described in this Section which shall be read as though the designation
of such series of the Preferred Stock were substituted for "Series A
Stock" wherever such term "Series A Stock" hereinafter appears in this
Section 3 (but such designation shall not be so substituted in: (i)
paragraph (2) of subsection (B); <PAGE>
<PAGE>
(ii) paragraph (4)(c) of subsection (B); (iii) paragraph (4)(d) of
subsection (B); (iv) paragraph (5) of subsection (B); (v) paragraphs
(6)(b) and (6)(c) of subsection (B); (vi) subsection (C); (vii)
subsection (D); (viii) subsection (E); and in each such case, except
paragraphs (2) and (5) of this subsection (B) and subsections (C), (D)
and (E) the shares of the Preferred Stock and each series thereof shall,
irrespective of whether or not any shares of the 4 1/2% Preferred Stock
or of the Series A Stock are at the time outstanding, be deemed to be
shares of stock ranking on a parity with the 4 1/2% Preferred Stock or
of the Series A Stock as to dividends or distributions). The shares of
No Par Preferred Stock and each series thereof shall, irrespective of
whether or not any shares of the 4 1/2% Preferred Stock or the Series A
Stock are at the time outstanding, be deemed to be shares of stock
ranking on a parity with the 4 1/2% Preferred Stock or the Series A
Stock as to dividends or distributions. The distinguishing
characteristics of each series of the Preferred Stock shall survive the
redemption or other retirement of the Series A Stock.
(1) The series of Preferred Stock and No Par Preferred Stock may vary
in the following particulars:
(a) the number of shares to constitute each such series and the
distinctive designation thereof;
(b) the annual rate or rates of dividends payable on shares of
such series and the date from which such dividends shall commence to
accrue;
(c) the terms and conditions on which the shares of each such
series may be redeemed or converted into another class of security and,
subject to applicable provisions of the Certificate of Incorporation, as
amended, the manner of effecting such redemption;
(d) the sinking funds provisions, if any, for the redemption or
purchase of shares of each such series; and
(e) with respect to the No Par Preferred Stock only, variations
with respect to whole or fractional voting rights and involuntary
liquidation values.
The different characteristics in (a), (b), (c), (d), and in (e) as
to involuntary liquidation values, shall be stated and expressed in the
resolution or resolutions providing for the issue of Preferred Stock or
No Par Preferred Stock or any series thereof adopted by the Board of
Directors or by the duly constituted Executive Committee or the duly
constituted Stock Issuance Committee of the Company. Whole or
fractional voting rights of the No Par Preferred Stock shall be as
provided under paragraph (3) of subsection (D) hereunder.
(2) The 4 1/2% Preferred Stock, the Series A Stock, the Preferred
Stock, and the No Par Preferred Stock, pari passu, each with the other,
shall be entitled, but only when as declared by the Board of Directors,
out of funds legally available for the payment of dividends, in
preference to the Preference Stock and the Common Stock, to dividends at
the rate per share of four and one-half per centum (4 1/2%) per annum of
the par value thereof, and no more in the case of the 4 1/2% Preferred
Stock and the Series A Stock, and to dividends at the rate fixed by the
Board of Directors or Executive Committee or Stock Issuance Committee
pursuant to paragraph (1) of this subsection (B) for each series of the
Preferred Stock and the No Par Preferred Stock, payable quarterly on
December 1, March 1, June 1, and September 1 of each year to
stockholders of record as of a date, not exceeding thirty (30) days and
not less than ten (10) days preceding such dividend payment dates, to be
fixed by the Board of Directors, such dividends to be cumulative from
the dividend date immediately preceding the date of issue of the share
to which such dividends shall pertain. Dividends in full shall not be
paid or set apart for payment on the 4 1/2% Preferred Stock, or on the
Series A Stock, or on the Preferred Stock, or on the No Par Preferred
Stock for any dividend period unless dividends in full have been or are
contemporaneously paid or set apart for payment on all outstanding
shares of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred
Stock and the No Par Preferred Stock for such dividend period and for
all prior dividend periods. When the stated dividends are not paid in
full on the 4 1/2% Preferred Stock, or on the Series A Stock, or on the
Preferred Stock, or on the No Par Preferred Stock the shares of 4 1/2%
Preferred Stock, Series A Stock, Preferred Stock and No Par Preferred
Stock shall share ratably in the payment of dividends, including
accumulations, if any, in accordance with the sums which would be
payable on said shares if all dividends were paid in full. A "dividend
period" is the period between any two consecutive dividend payment
dates, including the first of such dates.
Dividends may be paid upon the Preference Stock or the Common Stock
only when dividends have been paid or funds have been set apart for the
payment of dividends as aforesaid on the 4 1/2% Preferred Stock, the
Series A Stock, the Preferred Stock and the No Par Preferred Stock from
the dates after which dividends thereon became cumulative to the end of
the dividend period then current, and when all payments have been made
or funds have been set aside for payments then <PAGE>
<PAGE>
or theretofore due under the terms of any sinking fund for the purchase
or redemption of Series A Stock, Preferred Stock and No Par Preferred
Stock.
(3) (a) So long as any shares of 4 1/2% Preferred Stock or Series A
Stock are outstanding, the Company shall not, without the consent (given
by a vote at a meeting called for that purpose) of at least two-thirds
of the total number of shares of the 4 1/2% Preferred Stock, and at
least two-thirds of the total number of shares of the Series A Stock
then outstanding create or authorize any new stock ranking prior to the
4 1/2% Preferred Stock or to the Series A Stock as to dividends, or in
liquidation, dissolution, winding up or other distribution, or create or
authorize any security convertible into shares of any such stock.
(b) So long as any shares of 4 1/2% Preferred Stock are
outstanding, the Company shall not without the consent (given by a vote
at a meeting called for that purpose) of at least two-thirds of the
total number of shares of the 4 1/2% Preferred Stock then outstanding
amend, alter, change or repeal any of the express terms of the 4 1/2%
Preferred Stock then outstanding in a manner substantially prejudicial
to the holders thereof.
(c) So long as any shares of Series A Stock are outstanding, the
Company shall not without the consent (given by a vote at a meeting
called for that purpose) of at least two-thirds of the total number of
shares of the Series A Stock then outstanding amend, alter, change or
repeal any of the express terms of the Series A Stock then outstanding
in a manner substantially prejudicial to the holders thereof.
(d) So long as any shares of the No Par Preferred Stock are
outstanding, the Company shall not without the consent (given by a vote
of the No Par Preferred Stock and all other preferred stocks ranking on
a parity with the No Par Preferred Stock as to dividends or
distributions, together as a class at a meeting called for that purpose)
of the holders of at least two-thirds of the total number of votes
attributable to the then outstanding No Par Preferred Stock and such
other preferred stocks:
(i)
amend, alter or repeal any of the rights, preferences or powers of any
series of the outstanding No Par Preferred Stock so as to alter
materially any such rights, preferences or powers; or
(ii)
create or authorize any new stock ranking prior to the No Par
Preferred Stock as to dividends or in liquidation, dissolution,
winding up or other distribution or create or authorize any security
convertible into shares of any such stock;
provided, however, that with respect to (i) above, preferred stocks
other than the No Par Preferred Stock shall be entitled to vote as a
member of said voting class only if the same right, preference or power
of such preferred stocks are proposed to be materially amended, altered
or repealed in substantially the same manner, and provided further that
if any such amendment, alteration or repeal would alter materially the
rights, preferences or powers of one or more, but not all, of the series
of the No Par Preferred Stock or other preferred stocks ranking on a
parity with the No Par Preferred Stock as to distributions, at the time
outstanding, such consent shall be required only of the holders of at
least two-thirds of the total number of votes attributable to the
outstanding shares of all series so affected, voting as a class. The
consent required under this paragraph (3) (d) shall be in addition to
such vote as may be required by Florida law.
(4) So long as any shares of the 4 1/2% Preferred Stock or Series A
Stock are outstanding, the Company shall not, without the consent (given
by a vote at a meeting called for that purpose) of the holders of a
majority of the total number of shares of the 4 1/2% Preferred Stock
and of a majority of the total number of shares of the Series A Stock
then outstanding, and so long as any shares of the No Par Preferred
Stock are outstanding, the Company shall not without the consent (given
by vote of the No Par Preferred Stock and all other preferred stocks
ranking on a parity with the No Par Preferred Stock as to dividends or
distributions, together as a class at a meeting called for that purpose)
of the holders of a majority of the total number of votes attributable
to the then outstanding No Par Preferred Stock and such other preferred
stocks:
(a) merge or consolidate with or into any other corporation or
corporations or sell or otherwise dispose of all or substantially all of
the assets of the Company, unless such merger or consolidation or sale
or other disposition or the exchange, issuance or assumption of all
securities to be issued or assumed in connection with any such merger or
consolidation or sale or other disposition, shall have been ordered,
approved or permitted by the regulatory authorities of the state or
states or of the United States of America having jurisdiction with
respect to such merger or consolidation or sale or other disposition or
exchange, issuance or assumption of securities; provided that the
provisions of this subparagraph (a) shall not apply to a <PAGE>
<PAGE>
purchase or other acquisition by the Company of franchises or assets of
another corporation in any manner which does not involve a merger or
consolidation; or
(b) issue any unsecured notes, debentures or other securities
representing unsecured indebtedness, or otherwise assume or incur any
such unsecured indebtedness, for purposes other than (i) the refunding
of any outstanding unsecured indebtedness theretofore issued or assumed
by the Company, (ii) the reacquisition, redemption or other retirement
of any indebtedness issued or assumed by the Company, or (iii) the
reacquisition, redemption or other retirement of all outstanding shares
of the 4 1/2% Preferred Stock and of all outstanding shares of the
Series A Stock and of all outstanding shares of any other class or
series of stock ranking on a parity, as to dividends, or in liquidation,
dissolution, winding up or other distribution, with the 4 1/2% Preferred
Stock and the Series A Stock, if immediately after issuing, assuming or
incurring such debt the total principal amount of all outstanding
unsecured notes, debentures or other securities representing unsecured
indebtedness of the Company, including unsecured indebtedness then to be
issued, assumed or incurred would exceed 20% of the aggregate of (a) the
total principal amount of all bonds or other securities representing
secured indebtedness issued or assumed by the Company and then to be
outstanding, and (b) the capital and surplus of the Company as then to
be stated on the books of account of the Company; or
(c) issue, sell, or otherwise dispose of any shares of the 4 1/2%
Preferred Stock in excess of 100,000 shares thereof or any shares of the
Series A Stock in excess of 50,000 shares thereof, or any shares of any
other class of stock ranking prior to, or on parity with, the 4 1/2%
Preferred Stock or the Series A Stock as to dividends, or in
liquidation, dissolution, winding up or other distribution, unless the
net income of the Company determined, after provision for depreciation
and all taxes and in accordance with generally accepted accounting
practices, to be available for the payment of dividends for a period of
twelve (12) consecutive calendar months within the fifteen (15) calendar
months immediately preceding the issuance, sale or disposition of such
stock, is at least equal to twice the annual dividend requirements on
all outstanding shares of the 4 1/2% Preferred Stock and of the Series A
Stock and of all other classes of stock ranking prior to, or on a parity
with, the 4 1/2% Preferred Stock or the Series A Stock as to dividends
or distributions, including the shares proposed to be issued, and unless
the gross income of the Company for such period, determined in
accordance with generally accepted accounting practices (but in any
event after deducting the amount for said period charged by the Company
on its books to depreciation expense and all taxes) to be available for
the payment of interest, shall have been at least one and one-half times
the sum of (i) the annual interest charges on all interest bearing
indebtedness of the Company and (ii) the annual dividend requirements on
all outstanding shares of the 4 1/2% Preferred Stock and of the Series A
Stock and of all other classes of stock ranking prior to or on a parity
with, the 4 1/2% Preferred Stock or the Series A Stock as to dividends
or distributions, including the shares proposed to be issued; provided,
that there shall be excluded from the foregoing computation interest
charges on all indebtedness and dividends on all shares of stock which
are to be retired in connection with the issue of such additional
shares; and provided, further, that in any case where such additional
shares are to be issued in connection with the acquisition of new
property, the gross income and the net income of the property to be so
acquired may be included on a pro forma basis in the foregoing
computation, computed on the same basis as the gross income and the net
income of the Company; or
(d) issue, sell, or otherwise dispose of any shares of the 4 1/2%
Preferred Stock in excess of 100,000 shares thereof, or any share of the
Series A Stock in excess of 50,000 shares thereof, or any shares of any
other class of stock ranking prior to, or on a parity with the 4 1/2%
Preferred Stock or the Series A Stock as to dividends or distributions,
unless the aggregate of the capital of the Company applicable to the
Common Stock and the surplus of the Company shall not be less than the
aggregate amount payable on the involuntary liquidation, dissolution,
or winding up of the Company, in respect of all shares of the 4 1/2%
Preferred Stock and of the Series A Stock and all shares of stock, if
any, ranking prior thereto, or on a parity therewith, as to dividends or
distributions, which will be outstanding after the issue of the shares
proposed to be issued; provided, that if, for the purposes of meeting
the requirements of this subparagraph (d), it becomes necessary to take
into consideration any earned surplus of the Company, the Company shall
not thereafter pay any dividends on shares of Common Stock which would
result in reducing the Company's Common Stock Equity (the words "Common
Stock Equity" meaning the sum of the stated value of the outstanding
Common Stock and the earned surplus and the capital and paid-in surplus
of the Company, whether or not available for the payment of dividends on
the Common Stock) to an amount less than the aggregate amount payable,
on involuntary liquidation, dissolution, or winding up of the Company,
on all shares of the 4 1/2% Preferred Stock, of the Series A Stock and
of any stock ranking prior to, or on a parity with, the 4 1/2% Preferred
Stock or the Series A Stock as to dividends or distributions, at the
time outstanding.
(5) In the event of any voluntary liquidation, dissolution or winding
up of the Company, the 4 1/2% Preferred Stock, the Series A Stock, the
Preferred Stock and the No Par Preferred Stock, pari passu, with each
with the other, shall have a preference over the Preference Stock and
the Common Stock until an amount equal to the then current redemption
price of <PAGE>
<PAGE>
all shares of the 4 1/2% Preferred Stock, the Series A Stock, the
Preferred Stock and the No Par Preferred Stock shall have been paid. In
the event of any involuntary liquidation, dissolution or winding up of
the Company, which shall include any such liquidation, dissolution or
winding up which may arise out of or result from the condemnation or
purchase of all or a major portion of the properties of the Company by
(i) the United States Government or any authority, agency or
instrumentality thereof, (ii) a state of the United States or any
authority, agency or instrumentality thereof, or (iii) a district,
cooperative or other association or entity not organized for profit, the
4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the
No Par Preferred Stock, pari passu, each with the other, shall also have
a preference over the Preference Stock and the Common Stock until: the
full par value of all shares of the 4 1/2% Preferred Stock, the Series A
Stock, and of the Preferred Stock, the involuntary liquidation value
established by the Board of Directors or Executive Committee or Stock
Issuance Committee pursuant to paragraph (1) of this subsection (B) with
respect to the No Par Preferred Stock and, in each case, an amount equal
to all accumulated and unpaid dividends thereon shall have been paid by
dividends or distribution. If the assets distributable on any
liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, shall be insufficient to permit the payment to
the holders of the 4 1/2% Preferred Stock, the Series A Stock, the
Preferred Stock and the No Par Preferred Stock of the full amounts to
which they respectively are entitled as aforesaid, then said assets
shall be distributed ratably among the holders of the 4 1/2% Preferred
Stock, the Series A Stock, the Preferred Stock and the No Par Preferred
Stock in proportion to the sums which would be payable on such
liquidation, dissolution or winding up if all such sums were paid in
full.
(6) (a) The Company, by a majority vote of its Board of Directors, may
at any time redeem all of said 4 1/2% Preferred Stock or may from time
to time redeem any part thereof, by paying in cash a redemption price
consisting of the sum of (i) $103.50 if redeemed prior to September 1,
1952, $102.50 if redeemed thereafter and prior to September 1, 1957,
$101.50 if redeemed thereafter and prior to September 1, 1962, and
$101.00 if redeemed on or after September 1, 1962, and (ii) an amount
equal to accumulated and unpaid dividends in each case, if any, to the
date of redemption.
(b) The Company, by a majority vote of its Board of Directors, may
at any time redeem all of said Series A Stock or may from time to time
redeem any part thereof, by paying in cash a redemption price consisting
of the sum of (i) $3.00 per share if redeemed within the first five (5)
years after the first date from which dividends on any shares of such
stock shall become cumulative, $2.00 per share if redeemed within the
second five (5) years after the first date from which dividends on any
shares of such stock shall become cumulative, and $1.00 per share if
redeemed subsequent to ten (10) years after the first date from which
dividends on any shares of such stock shall become cumulative, (ii) in
each instance an amount equivalent to the public offering price per
share upon the initial issuance of such Series A Stock and (iii) an
amount equivalent to the accumulated and unpaid dividends in each case,
if any, to the date of redemption. The "public offering price" of such
Series A Stock, for the purpose of determination of the redemption price
thereof, shall be the price (exclusive of an amount equivalent to
accumulated dividends) at which the initial issue of such Series A Stock
is offered for sale publicly by the Company or by underwriters or
investment bankers, provided however, that if there shall be no public
offering of the initial issue of the Series A Stock, the public offering
price of the initial issue of the Series A stock shall, for this
purpose, be deemed to be the price (exclusive of an amount equivalent to
accumulated dividends) paid by the purchaser or purchasers of the
initial issue of such Series A Stock to the Company.
(c) Notice of the intention of the Company to redeem all or any
part of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred
Stock or the No Par Preferred Stock shall be mailed not less than thirty
days nor more than sixty days before the date of redemption to each
holder of record of 4 1/2% Preferred Stock, Series A Stock, the
Preferred Stock or No Par Preferred Stock to be redeemed, at his post
office address as shown by the Company's records and not less than
thirty days nor more than sixty days notice of such redemption may be
published in such manner as may be prescribed by resolution of the Board
of Directors of the Company; and, in the event of such publication, no
defect in the notice so mailed or in the mailing thereof shall affect
the validity of the proceedings for the redemption of any shares so to
be redeemed. Contemporaneously with the mailing or the publication of
such notice as aforesaid or at any time thereafter prior to the date of
redemption, the Company may deposit the aggregate redemption price (or
the portion thereof not already paid) with any bank or trust company in
the City of New York, New York, or in the City of Miami, Florida, or, in
the case of the Preferred Stock (other than Series B through M thereof
for which such depository shall be the same as for the Series A Stock)
and the No Par Preferred Stock, any bank or trust company located
anywhere in the United States of America and acting as registrar or
transfer agent with respect to such stock, named in such notice, payable
to the order of the record holders of the shares so to be redeemed, on
the endorsement and surrender of their certificates, and thereupon said
holders shall cease to be stockholders with respect to such shares; and
from and after the making of such deposit such holders shall have no
interest in or claim against the Company with respect to said shares,
but shall be entitled only to receive such moneys from said bank or
trust company, with interest, if any, allowed by such bank or trust
company on such moneys deposited as in this paragraph <PAGE>
<PAGE>
provided, on endorsement and surrender of their certificates, as
aforesaid. Any moneys so deposited, plus interest thereon, if any,
remaining unclaimed at the end of six years from the date fixed for
redemption, if thereafter requested by resolution of the Board of
Directors, shall be repaid to the Company, and in the event of such
repayment to the Company, such holders of record of the shares so
redeemed as shall not have made claim against such moneys prior to such
repayment to the Company shall be deemed to be unsecured creditors of
the Company for an amount, without interest, equivalent to the amount
deposited, plus interest thereon, if any, allowed by such bank or trust
company, as above stated, for the redemption of such shares and so paid
to the Company. Shares of the 4 1/2% Preferred Stock, the Series A
Stock, the Preferred Stock or the No Par Preferred Stock which have been
redeemed shall not be reissued. If less than all of the shares of the
4 1/2% Preferred Stock or the Series A Stock are to be redeemed, the
shares to be redeemed shall be selected by lot, and if less than all of
the shares of any series of the Preferred Stock (other than Series B
through M thereof which shall be redeemed by lot) or the No Par
Preferred Stock are to be redeemed, the shares to be redeemed shall be
selected by lot or pro rata, in such manner as the Board of Directors of
the Company shall determine, by an independent bank or trust company
selected for that purpose by the Board of Directors of the Company.
Nothing in this paragraph contained shall limit any right of the Company
to purchase or otherwise acquire any shares of 4 1/2% Preferred Stock,
Series A Stock, the Preferred Stock or No Par Preferred Stock.
(7) For the purpose of this paragraph (7): (a) the term "Common Stock
Equity" shall mean the sum of the stated value of the outstanding Common
Stock and the earned surplus and the capital and paid-in surplus of the
Company, whether or not available for the payment of dividends on the
Common Stock; (b) the term "total capitalization" shall mean the sum of
the stated capital applicable to the outstanding stock of all classes of
the Company, the earned surplus and the capital and paid-in surplus of
the Company, whether or not available for the payment of dividends on
the Common Stock of the Company, any premium on capital stock of the
Company and the principal amount of all outstanding debt of the Company
maturing more than twelve months after the date of the determination of
the total capitalization; and (c) the term "dividends on Common Stock"
shall embrace dividends on Common Stock (other than dividends payable
only in shares of Common Stock), distributions on, and purchases or
other acquisitions for value of, any Common Stock of the Company or
other stock, if any, subordinate to the 4 1/2% Preferred Stock, the
Series A Stock and the No Par Preferred Stock. Subject to the rights of
the holders of the 4 1/2% Preferred Stock, the Series A Stock, the No
Par Preferred Stock and the Preference Stock and subordinate thereto
(and subject and subordinate to the rights of any class of stock
hereafter authorized), the Common Stock alone shall receive all
dividends and shares in liquidation, dissolution, winding up or other
distribution. So long as any shares of the 4 1/2% Preferred Stock, the
Series A Stock or the No Par Preferred Stock are outstanding, the
Company shall not declare or pay any dividends on the Common Stock,
except as follows:
(a) If and so long as the Common Stock Equity at the end of the
calendar month immediately preceding the date on which a dividend on
Common Stock is declared is, or as a result of such dividend would
become, less than 20% of total capitalization, the Company shall not
declare such dividends in an amount which, together with all other
dividends on Common Stock declared within the year ending with and
including the date of such dividend declaration, exceeds 50% of the net
income of the Company available for dividends on the Common Stock for
the twelve full calendar months immediately preceding the month in which
such dividends are declared; and
(b) If and so long as the Common Stock Equity at the end of the
calendar month immediately preceding the date on which a dividend on
Common Stock is declared is, or as a result of such dividend would
become, less than 25% but not less than 20% of total capitalization, the
Company shall not declare dividends on the Common Stock in an amount
which, together with all other dividends on Common Stock declared within
the year ending with and including the date of such dividend
declaration, exceeds 75% of the net income of the Company available for
dividends on the Common Stock for the twelve full calendar months
immediately preceding the month in which such dividends are declared;
and
(c) At any time when the Common Stock Equity is 25% or more of
total capitalization, the Company may not declare dividends on shares of
the Common Stock which would reduce the Common Stock Equity below 25% of
total capitalization, except to the extent provided in subparagraphs (a)
and (b) above.
(C) PREFERENCE STOCK. The Board of Directors or Executive
Committee or Stock Issuance Committee is hereby expressly authorized, at
any time or from time to time, to divide any or all of the shares of
Preference Stock into series, and, before issuance, in the resolution or
resolutions providing for the issue of shares of a particular series, to
fix and determine the designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion rights, and
other special or relative rights in respect of the Preference Stock as
a class, or of the particular series so established (except as otherwise
expressly provided herein for all series) or both, to the fullest extent
now or hereafter permitted by the laws of the <PAGE>
<PAGE>
State of Florida, including the rights of the Preference Stock as a
class and the variations between different series in the following
respects:
(1) the number of shares to constitute each such series and the
distinctive designation thereof;
(2) the dividend terms, and the dates from which dividends shall
commence to accrue;
(3) the redemption price or prices for shares and the terms and
conditions on which such shares may be redeemed;
(4) the sinking fund provisions, if any, for the redemption or
purchase of shares;
(5) the preferential amount or amounts payable on shares in the event
of the voluntary liquidation of the Company;
(6) the voting rights, if any, for the election of directors and for
all other purposes;
(7) the terms and conditions, if any, upon which shares may be
converted and the class or classes or series of shares of the Company
into which such shares may be converted; and
(8) such other terms, limitations and relative rights and
preferences, if any, of shares of Preference Stock as a class and of any
such series of Preference Stock as the Board of Directors or Executive
Committee or Stock Issuance Committee may, at the time of such
resolution, lawfully fix and determine under the laws of the State of
Florida.
The Preference Stock shall constitute a class of stock
subordinate to the 4 1/2% Preferred Stock, Series A Stock, Preferred
Stock, and No Par Preferred Stock as to dividends and in distribution.
So long as any shares of 4 1/2% Preferred Stock, Series A Stock,
Preferred Stock, or No Par Preferred Stock shall be outstanding, the
preferences, privileges, rights and powers granted to or imposed upon
the Preference Stock or any series thereof shall have no effect whatever
on the preferences, privileges, rights and powers of the 4 1/2%
Preferred Stock, Series A Stock, Preferred Stock, and No Par Preferred
Stock which shall retain the rights and shall be and remain prior in all
respects to the Preference Stock. All shares of Preference Stock shall
be of equal rank with each other, regardless of series, and shall be
identical with each other in all respects except as provided pursuant to
the first sentence of this subsection (C).
(1) Dividends. Out of the funds of the Company legally available for
dividends, the holders of each series of the Preference Stock at the
time outstanding shall be entitled to receive, if and when declared
payable by the Board of Directors, such dividend as may be provided for
that particular series by the Board of Directors or Executive Committee
or Stock Issuance Committee pursuant to the first sentence of this
subsection (C). Dividends may be paid upon the Common Stock only when
dividends have been paid or funds have been set apart for the payment of
dividends on the Preference Stock, and when all payments have been made
or funds have been set aside for payments then or theretofore due under
the terms of any sinking fund for the purpose of redemption or purchase
of Preference Stock.
(2) Preference of the Preference Stock on Liquidation, etc. In the
event of any liquidation, dissolution or winding up of the Company, the
holders of each series of the Preference Stock shall be entitled to
receive an amount for each share hereof, equivalent to the fixed
liquidation price for such series plus, in case such liquidation,
dissolution or winding up shall have been voluntary, the fixed
liquidation premium, if any, for such series, together in all cases with
an amount equal to all dividends accrued or in arrears thereon to the
date fixed for such payment, before any distribution of assets shall be
made to the holders of the Common Stock or any other class of stock
subordinate to the Preference Stock as to dividends or in distribution;
but the holders of the Preference Stock shall be entitled to no further
participation in such distribution, unless otherwise provided by the
Board of Directors or Executive Committee or Stock Issuance Committee in
the resolution or resolutions providing for the issuance of shares of a
particular series. If upon any such liquidation, dissolution or winding
up, whether voluntary or involuntary, the assets distributable among the
holders of the Preference Stock shall be insufficient to permit the
payment of the full preferential amounts aforesaid, then such assets
shall be distributed among the holders of all series of the Preference
Stock then outstanding, ratably per share in proportion to the full
preferential amounts per share to which they are respectively entitled
as hereinbefore provided. A consolidation or merger of the Company, a
sale or transfer of all or substantially all of its assets as an
entirety, or any purchase or redemption of stock of the Company of any
class, shall not be regarded as a "liquidation, dissolution or winding
up" of the Company within the meaning of this paragraph (2).
(3) Redemption, Repurchase and Retirement of the Preference Stock.
The Company, at its option, expressed by vote of its Board of Directors
or Executive Committee or Stock Issuance Committee, may at any time or
from time to time redeem the whole or any part of the Preference Stock
or of any series thereof at the applicable redemption price, as
established by the Board of Directors or Executive Committee, for each
such series to be redeemed.
Notice of any proposed redemption of any shares of Preference
Stock, the manner in which the same shall be carried out, and the rights
and obligations of the Company and the holders of record of the shares
of Preference Stock to be redeemed<PAGE>
<PAGE>
shall be as provided in paragraph (6)(c) of subsection (B) hereof, which
paragraph shall be read as though the designation of Preference Stock
were substituted for No Par Preferred Stock wherever such term No Par
Preferred Stock appears in paragraph (6)(c) of subsection (B).
(D) Subject to the provisions of subsection (E) of this Section 3:
(1) The Common Stock shall have power to vote, and each holder of
such Common Stock shall be entitled to one vote, in person or by proxy,
for each share of such stock standing in his name on the books of the
Company.
(2) Except as expressly provided in this Section 3, the 4 1/2%
Preferred Stock, the Series A Stock, the Preferred Stock and the No Par
Preferred Stock shall have no power to vote.
(3) When so entitled, the holders of No Par Preferred Stock shall
have one vote for every $100 liquidation value established by the Board
of Directors or the Executive Committee or the Stock Issuance Committee,
provided that amounts less than $100 shall be afforded their
proportional fractional vote.
(4) The Preference Stock shall be entitled to such voting rights, if
any, as may be provided in the resolution or resolutions of the Board of
Directors or Executive Committee or Stock Issuance Committee.
(E) Notwithstanding the provisions of paragraphs (1) and (2) of
subsection (D) of this Section 3 and subject to any rights of the
holders of the Preference Stock:
(1) If and when dividends payable on any of the Preferred Stock
(which, for the purposes of this subsection (E), shall be deemed to be
the 4 1/2% Preferred Stock, the Series A Stock, and such other preferred
stock, ranking on a parity with the 4 1/2% Preferred Stock and the
Series A Stock as to dividends and distributions, as may be lawfully
issued) shall be in default in an amount equal to four full quarterly
payments or more per share, and thereafter until all dividends on any of
the Preferred Stock in default shall have been paid, the holders of all
of the then outstanding Preferred Stock, voting as a class (with voting
rights of the No Par Preferred Stock determined in accordance with
paragraph (3) of subsection (D), in contradistinction to the Common
Stock as a class, shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the full Board of
Directors, and the holders of Common Stock, voting separately as a
class, shall be entitled to elect the remaining directors of the
Company, anything in this Agreement of Consolidation to the contrary
notwithstanding. The terms of office, as directors, of all persons who
may be directors of the Company at the time, shall terminate upon the
election of a majority of the Board of Directors by the holders of the
Preferred Stock, except that if the holders of the Common Stock shall
not have elected the remaining directors of the Company, then, and only
in that event, the directors of the Company in office just prior to the
election of a majority of the Board of Directors by the holders of the
Preferred Stock shall elect the remaining directors of the Company.
Thereafter, while such default continues and a majority of the Board is
being elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or whether
originally or later elected by holders of the Common Stock, shall
continue in office until their successors are elected by holders of the
Common Stock and shall qualify. The term of office of the directors so
elected by the holders of the Preferred Stock, voting as a class, and of
the directors elected by the holders of the Common Stock, voting
separately as a class shall be until the next annual meeting or until
the privilege of the preferred stockholders to elect directors shall
terminate as hereinafter provided, whichever shall be the earlier date,
and until their successors shall have been elected and shall have
qualified.
(2) If and when all dividends then in default on any of the Preferred
Stock then outstanding shall be paid (such dividends to be declared and
paid out of any funds legally available therefor as soon as reasonably
practicable), the holders of the Preferred Stock shall be divested of
any privilege with respect to the election of directors which is
conferred upon the holders of such Preferred Stock under this subsection
(E) and the voting power of the holders of the Preferred Stock and the
holders of the Common Stock shall revert to the status existing before
the first dividend payment date on which dividends on any of the
Preferred Stock were not paid in full, but always subject to the same
provisions for vesting such privilege in the holders of the Preferred
Stock in case of further like default or defaults in the payment of
dividends thereon. Upon termination of any such voting privilege upon
payment of all accumulated and defaulted dividends on the Preferred
Stock, the terms of office of all persons who have been elected
directors of the Company by vote of the holders of the Preferred Stock
as a class, pursuant to such voting privilege, shall forthwith
terminate, and the resulting vacancies shall be filled by the vote of a
majority of the remaining directors.<PAGE>
<PAGE>
(3) In case of any vacancy in the office of a director occurring
among the directors elected by the holders of the Preferred Stock,
voting as a class, the remaining directors elected by the holders of the
Preferred Stock, by affirmative vote or a majority thereof, or the
remaining director so elected if there be but one, may elect a successor
or successors to hold office for the unexpired term or terms of the
director or directors whose place or places shall be vacant. In case of
any vacancy in the office of a director occurring among the directors
elected by the holders of the Common Stock, voting separately as a
class, the remaining directors elected by the holders of the Common
Stock, by affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a successor or
successors to hold office for the unexpired term or terms of the
director or directors whose place or places shall be vacant.
(4) Whenever dividends on Preferred Stock shall be in default as
provided in paragraph (1) of this subsection (E), it shall be the duty
of the President, a Vice President or the Secretary of the Company,
forthwith to cause notice to be given to the holders of the outstanding
Preferred Stock and to the holders of the Common Stock of a meeting to
be held at such time as the Company's officers may fix, not less than
ten (10) nor more than sixty (60) days after the accrual of such
privilege, for the purpose of electing directors. Each holder of record
of any of the Preferred Stock, or his legal representative, shall be
entitled at such meeting to one vote for each share of Preferred Stock
standing in his name on the books of the Company, or, in the case of the
No Par Preferred Stock, such vote as is determined in accordance with
paragraph (3) of subsection (D). At all meetings of stockholders held
for the purpose of electing directors during such time as the holders of
the Preferred Stock shall have the special right, voting separately as
a class, to elect directors, the presence in person or by proxy of the
holders of a majority of the outstanding Common Stock shall be required
to constitute a quorum of such class of the election of directors, and
the presence in person or by proxy of the holders of a majority of the
outstanding Preferred Stock, including, in the case of the No Par
Preferred Stock, a majority of the votes attributable to the outstanding
No Par Preferred Stock, considered together as a class shall be required
to constitute a quorum of such class for the election of directors;
provided, however, that the absence of a quorum of the holders of either
such Preferred Stock or Common Stock shall not prevent the election at
any such meeting or adjournment thereof of directors by such other
class, if the necessary quorum of the holders of stock of such other
class is present in person or by proxy at such meeting or any
adjournment thereof; and provided, further, that in the event a quorum
of the holders of the Common Stock is present but a quorum of the
holders of the Preferred Stock is not present, then the election of the
directors elected by holders of the Common Stock shall not become
effective and directors so elected by the holders of Common Stock shall
not assume their offices and duties until the holders of the Preferred
Stock, with a quorum present, shall have elected the directors they
shall be entitled to elect; and provided, further, that in the absence
of a quorum of holders of stock of either class, a majority of the
holders of the stock of the class which lacks a quorum who are present
in person or by proxy shall have power to adjourn the election of the
directors to be elected by such class from time to time without notice
other than announcement at the meeting, until the requisite quorum of
holders of such class shall be present in person or by proxy, but such
adjournment shall not be made to a date beyond the date for the mailing
of the notice of the next annual meeting of the Company or special
meeting in lieu thereof.
(5) Voting privileges similar to those set forth in the preceding
paragraphs (1), (2), (3) and (4) may be conferred upon any preferred
stock hereafter authorized and, in that case, such preferred stock
hereafter authorized shall have voting privileges equal to and
concurrent with the voting privileges so set forth of the 4 1/2%
Preferred Stock and the Series A Stock, and shall be deemed to be
Preferred Stock for the purposes of this subsection (E).
4. The stockholders of the Company shall have no pre-emptive rights.
5. The corporation is to have perpetual existence.
6. The registered office of the corporation is at 9250 West Flagler
Street, Miami, Florida 33174 and the name of the registered agent at
such address is John T. Blount.
7. The number of directors of the corporation shall be as set forth
in the by-laws.
8. For the regulation of the business and for the conduct of the
affairs of the corporation, and to create, divide, limit and regulate
the powers of the corporation, the Directors and each class of the
stockholders, provision is made as follows:
(a) No stockholder shall have any right to inspect any account,
book or document of the corporation, except as conferred by statute or
authorized by the Directors.
(b) Any Director may be removed by the Board of Directors and the
resulting vacancy shall be filled until the next <PAGE>
<PAGE>
Annual Meeting of Stockholders by the Directors remaining in office.
(c) In limitation of the application of Section 25 of the Act of
the Legislature of the State of Florida hereinbefore mentioned, it is
hereby provided that said Section 25 shall not apply to the corporation;
and it is further provided that the unanimous vote of all stockholders
of the corporation shall be required for any amendment of this agreement
of consolidation which would eliminate the provisions of this
subdivision (c) or in any way alter or modify the same.
(d) The stockholders may alter or amend the by-laws of the
corporation by a majority vote of all the outstanding stock of the
corporation entitled to vote given at any meeting duly held as provided
in the by-laws, the notice of which includes notice of the proposed
alteration or amendment. The Board of Directors may also alter or amend
the by-laws at any time by affirmative vote of a majority of the Board
of Directors given at a duly convened meeting of the Board of Directors,
the notice of which includes notice of the proposed alteration or
amendment, subject to the power of stockholders to change or repeal such
by-laws.
9. RESOLVED, that the Board of Directors hereby establishes and
authorizes the issuance of a new series of the Preferred Stock of the
Company and hereby fixes the number of shares to constitute the new
series and the distinctive designation of the new series, the annual
rate of dividends payable on such shares and the date from which
dividends shall commence to accrue, terms and conditions on which the
shares may be redeemed and the manner of effecting redemption with
respect to such new series of Preferred Stock as follows:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "8.70% Preferred Stock, Series K."
(b) The 8.70% Preferred Stock, Series K, is hereby authorized to
be issued in the amount of 750,000 shares.
(c) The dividend rate of the 8.70% Preferred Stock, Series K,
shall be $8.70 per share per annum and no more, payable quarterly on
December 1, March 1, June 1 and September 1 of each year, commencing
December 1, 1976, and dividends on the 750,000 shares shall commence to
accrue from and after October 21, 1976.
(d) The Company, by a majority vote of its Board of Directors, may
at any time redeem all of the 8.70% Preferred Stock, Series K, or may
from time to time redeem any part thereof by paying in cash a redemption
price consisting of the sum of:
(i) $109.85 per share if redeemed on or prior to October 1, 1981;
$107.00 per share if redeemed after October 1, 1981 and on or prior
to October 1, 1986; $104.00 per share if redeemed after October 1,
1986 and on or prior to October 1, 1991; and $101.15 per share if
redeemed after October 1, 1991; and
(ii) In each case an amount equivalent to the accumulated and unpaid
dividends, if any, to the date of redemption;
provided, however that the shares of the 8.70% Preferred Stock,
Series K, shall not be redeemable prior to October 1, 1981, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with the Company's preferred stocks) sold, by or
for the account of the Company, at an interest or dividend cost to it
(calculated in accordance with generally accepted financial practice) of
less than 8.70% per annum.
(e) The manner of effecting such redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(f) Except as above set forth, the 8.70% Preferred Stock,
Series K, shall possess all of the characteristics of the Company's said
4 1/2% Preferred Stock, Series A.
10. RESOLVED, that the Board of Directors hereby establishes and
authorizes the issuance of a new series of the Preferred Stock of the
Company and hereby fixes the number of shares to constitute the new
series and the distinctive designation of the new series, the annual
rate of dividends payable on such shares and the date from which
dividends shall commence to accrue, terms and conditions on which the
shares may be redeemed and the manner of effecting redemption with
respect to such new series of Preferred Stock as follows:<PAGE>
<PAGE>
(a) The new series of Preferred Stock established by this
resolution is hereby designated "8.84% Preferred Stock, Series L."
(b) The 8.84% Preferred Stock, Series L, is hereby authorized to
be issued in the amount of 500,000 shares.
(c) The dividend rate of the 8.84% Preferred Stock, Series L,
shall be $8.84 per share per annum and no more, payable quarterly on
December 1, March 1, June 1 and September 1 of each year, commencing
December 1, 1978, and dividends on the 500,000 shares shall commence to
accrue from and after August 29, 1978. Any dividend on the 500,000
shares which shall have accrued up to and including August 31, 1978
shall be set apart on September 1, 1978 for payment on December 1, 1978.
(d) The Company, by a majority vote of its Board of Directors, may
at any time redeem all of the 8.84% Preferred Stock, Series L, or may
from time to time redeem any part thereof by paying in cash a redemption
price consisting of the sum of:
(i) $109.84 per share if redeemed on or prior to August 1, 1983;
$107.63 per share if redeemed after August 1, 1983, and on or
prior to August 1, 1988; $105.42 per share if redeemed after
August 1, 1988 and on or prior to August 1, 1993; and $103.21
per share if redeemed after August 1, 1993; and
(ii) In each case an amount equivalent to the accumulated and
unpaid dividends, if any, to the date of redemption;
provided, however that the shares of the 8.84% Preferred Stock,
Series L, shall not be redeemable prior to August 1, 1983, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with the Company's preferred stocks) sold, by or
for the account of the Company, at an interest or dividend cost to it
(calculated in accordance with generally accepted financial practice) of
less than 8.84% per annum.
(e) The manner of effecting such redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(f) Except as above set forth, the 8.84% Preferred Stock,
Series L, shall possess all of the characteristics of the Company's said
4 1/2% Preferred Stock, Series A.
11. RESOLVED, that the Board of Directors hereby establishes and
authorizes the issuance of a new series of the Preferred Stock of the
Company and hereby fixes the number of shares to constitute the new
series and the distinctive designation of the new series, the annual
rate of dividends payable on such shares and the date from which
dividends shall commence to accrue, terms and conditions on which the
shares may be redeemed and the manner of effecting redemption and the
sinking fund providing for the purchase of such new series of Preferred
Stock as follows:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "8.70% Preferred Stock, Series M."
(b) The 8.70% Preferred Stock, Series M, is hereby authorized to
be issued in the amount of 464,000 shares.
(c) The dividend rate of the 8.70% Preferred Stock, Series M,
shall be $8.70 per share per annum and no more, payable quarterly on
December 1, March 1, June 1 and September 1 of each year, commencing
December 1, 1979, and dividends on the 464,000 shares shall commence to
accrue from and after August 14, 1979 or such later date as the shares
are actually issued. Any dividend on the 464,000 shares which shall
have accrued up to and including August 31, 1979 shall be set apart on
September 1, 1979 for payment on December 1, 1979.
(d) The Company, by a majority vote of its Board of Directors, may
at any time redeem all of the 8.70% Preferred Stock, Series M, or may
from time to time redeem any part thereof by paying in cash a redemption
price consisting of the sum of:
(i) (a) $108.70 per share if redeemed on or prior to August 1, 1980;
(b) $108.29 per share if redeemed on or prior to August 1, 1981;
<PAGE>
<PAGE>
(c) $107.87 per share if redeemed on or prior to August 1, 1982;
(d) $107.46 per share if redeemed on or prior to August 1, 1983;
(e) $107.04 per share if redeemed on or prior to August 1, 1984;
(f) $106.63 per share if redeemed on or prior to August 1, 1985;
(g) $106.21 per share if redeemed on or prior to August 1, 1986;
(h) $105.80 per share if redeemed on or prior to August 1, 1987;
(i) $105.39 per share if redeemed on or prior to August 1, 1988;
(j) $104.97 per share if redeemed on or prior to August 1, 1989;
(k) $104.56 per share if redeemed on or prior to August 1, 1990;
(l) $104.14 per share if redeemed on or prior to August 1, 1991;
(m) $103.73 per share if redeemed on or prior to August 1, 1992;
(n) $103.31 per share if redeemed on or prior to August 1, 1993;
(o) $102.90 per share if redeemed on or prior to August 1, 1994;
(p) $102.49 per share if redeemed on or prior to August 1, 1995;
(q) $102.07 per share if redeemed on or prior to August 1, 1996;
(r) $101.66 per share if redeemed on or prior to August 1, 1997;
(s) $101.24 per share if redeemed on or prior to August 1, 1998;
(t) $100.83 per share if redeemed on or prior to August 1, 1999;
(u) $100.41 per share if redeemed on or prior to August 1, 2000;
(v) $100.00 per share if redeemed on or prior to August 1, 2001
and thereafter; and
(ii) In each case an amount equivalent to the accumulated and
unpaid dividends, if any, to the date of redemption;
provided, however that the shares of the 8.70% Preferred Stock,
Series M, shall not be redeemable prior to August 1, 1989, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with the Company's preferred stocks) sold, by or
for the account of the Company, at an interest or dividend cost to it
(calculated in accordance with generally accepted financial practice) of
less than 8.70% per annum.
(e) The manner of effecting such redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(f) As a sinking fund, the Company shall purchase on April 1 of
each year, beginning on (i) April 1, 1985 and continuing to and through
April 1, 1999, not less than 18,000 shares nor more than 45,000 shares
and (ii) April 1, 2000 and continuing to and through April 1, 2004, not
less than 46,000 shares nor more than 115,000 shares, of the 8.70%
Preferred Stock, Series M, at a purchase price to be determined by the
Board of Directors, plus an amount, in the case of each share, computed
at the rate of $8.70 per annum, from the date on which dividends became
cumulative to the date fixed for purchase less the aggregate of the
dividends paid thereon prior to such purchase date; the option to
purchase in excess of (i) 18,000 shares beginning on April 1, 1985 and
continuing to and through April 1, 1999, and (ii) 46,000 shares
beginning on April 1, 2000 and continuing to and through April 1, 2004,
shall not be cumulative; any shares in excess of the minimum purchase
requirements purchased by the Company through operation of the purchase
provisions contained in this section shall be credited against the
minimum purchase requirements in reverse chronological order beginning
with the requirement for the year 2004; any shares purchased pursuant to
this section shall be selected in such manner as the Board of Directors
of the Company shall determine; if the Company shall be prevented,
because of restriction or for any other reason, from purchasing on any
April 1 the number of shares of the 8.70% Preferred Stock, Series M,
which in the absence of such restriction or other reason it would be
required to purchase during such period, the deficit shall be made good
in the first succeeding calendar year in which the Company shall not be
prevented by such restriction or other reason from purchasing shares of
the 8.70% Preferred Stock, Series M.
Notwithstanding the foregoing: (i) if in any year the net income
of the Company for the preceding calendar year (which net income shall
be determined in accordance with the accounting requirements of the
regulatory authority of the State of Florida having jurisdiction of the
Company and after deducting from such net income one year's dividend
requirement on any preferred stock of the Company outstanding at the end
of such preceding calendar year whether or not declared or paid) shall
be less than half the sum of the sinking fund obligation for the 8.70%
Preferred Stock, Series M, expressed in dollars, plus the maximum
obligation, expressed in dollars, due during the year in which such
current sinking fund payment for the Series M is due, for sinking funds
(which cannot be met by the certification of property), purchase funds,
or other analogous <PAGE>
<PAGE>
devices, if any, for the retirement of any other series of preferred
stock or debt of the Company, then the Company's sinking fund for said
Series M in such year shall be limited to such amount as it shall in its
sole discretion determine; and (ii) if in any year the amount of such
net income of the Company for the preceding calendar year (after
deducting from such net income one year's dividend requirement on any
preferred stock of the Company outstanding at the end of such preceding
calendar year whether or not declared or paid) shall be not less than
half, and not more than, the sum of the sinking fund obligation for the
8.70% Preferred Stock, Series M, expressed in dollars, plus the maximum
obligation expressed in dollars, due during the year in which such
current Series M sinking fund payment is due, for sinking funds (which
cannot be met by the certification of property), purchase funds or other
analogous devices, if any, for the retirement of any other series of
preferred stock or debt of the Company, then the Company's Series M
sinking fund obligation, expressed in dollars, in such year shall be the
proportion of said amount so determined which the sinking fund
obligation for the 8.70% Preferred Stock, Series M, expressed in
dollars, bears to the maximum aggregate of all such sinking funds,
purchase funds, or other analogous devices, if any, of the Company. The
above-described sinking fund obligation of the Company is hereinafter
referred to as the "Series M Sinking Fund." The term "Company" as used
herein shall include its consolidated subsidiaries.
Beginning on or prior to February 15, 1985, and on or prior to
February 15 in each year thereafter, the Company shall deliver to the
Transfer Agent for said Series M a certificate signed by the President
or a Vice President or the Treasurer or an Assistant Treasurer of the
Company stating (i)(a) whether or not the Company's obligation,
expressed in dollars, to purchase shares of Series M is limited by
reason of subdivision (ii) above, and if so, the amount of such
obligation as so limited, and (b) the number of shares of Series M as to
which a Series M Sinking Fund purchase is to be made by the Company in
such year, or (ii) that the net income of the Company for the preceding
calendar year was such that the Company has no Series M Sinking Fund
requirement in the current year, or (iii) that the making of a Series M
Sinking Fund purchase by the Company, in the opinion of counsel for the
Company accompanying such certificate, would or may be contrary to any
applicable law or to a rule or regulation of a governmental authority
having jurisdiction in the premises; provided, however, that if, on
January 31 of any year, there are not funds legally available, in the
opinion of the signer of such certificate and of counsel for the Company
accompanying such certificate, for the payment of the current Series M
Sinking Fund requirement, the Company may presume for the purpose hereof
that the making of a Series M Sinking Fund purchase would be contrary to
applicable law and the sinking fund payment need not be made.
(g) The total number of shares to be purchased, redeemed or
otherwise acquired and the number of shares to be purchased, redeemed or
otherwise acquired from any holder shall be adjusted to the nearest full
share so that fractional shares need not be purchased.
(h) A failure of the Company to purchase any of the 8.70%
Preferred Stock, Series M, pursuant to paragraph (f) above by reason of
the failure of any holder thereof to tender such shares for purchase
shall not be a violation of, or a default under, said paragraph (f).
(i) Except as above set forth, the 8.70% Preferred Stock,
Series M, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
12. RESOLVED, that the Board of Directors hereby establishes and
authorizes the issuance of a new series of the Preferred Stock of the
Company and hereby fixes the number of shares to constitute the new
series and the distinctive designation of the new series, the annual
rate of dividends payable on such shares and the date from which
dividends shall commence to accrue, terms and conditions on which the
shares may be redeemed and the manner of effecting redemption and the
sinking fund providing for the redemption or purchase of shares of such
new series of Preferred Stock as follows:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "14.38% Preferred Stock, Series N."
(b) The 14.38% Preferred Stock, Series N, is hereby authorized to
be issued in the amount of 323,900 shares.
(c) The dividend rate of the 14.38% Preferred Stock, Series N,
shall be $14.38 per share per annum and no more, payable quarterly on
September 1, December 1, March 1 and June 1 of each year, commencing to
accrue from and after the date of issuance.
(d) The Company, by a majority vote of its Board of Directors, may
at any time upon not less than 30 days notice redeem all of the 14.38%
Preferred Stock, Series N, or may from time to time redeem any part
thereof by paying in cash a <PAGE>
<PAGE>
redemption price consisting of the sum of:
(i) (a) $114.38 per share if redeemed on or prior to July 1, 1987;
(b) $109.59 per share if redeemed on or prior to July 1, 1988;
(c) $108.63 per share if redeemed on or prior to July 1, 1989;
(d) $107.67 per share if redeemed on or prior to July 1, 1990;
(e) $106.71 per share if redeemed on or prior to July 1, 1991;
(f) $105.75 per share if redeemed on or prior to July 1, 1992;
(g) $104.79 per share if redeemed on or prior to July 1, 1993.
(h) $103.83 per share if redeemed on or prior to July 1, 1994;
(i) $102.88 per share if redeemed on or prior to July 1, 1995;
(j) $101.92 per share if redeemed on or prior to July 1, 1996;
(k) $100.96 per share if redeemed on or prior to July 1, 1997;
(l) $100.00 per share if redeemed on or prior to July 1, 1998;
(m) $100.00 per share if redeemed on or prior to July 1, 1999;
(n) $100.00 per share if redeemed on or prior to July 1, 2000;
(o) $100.00 per share if redeemed on or prior to July 1, 2001;
(p) $100.00 per share if redeemed on or prior to July 1, 2002;
(q) $100.00 per share if redeemed on or prior to July 1, 2003;
(r) $100.00 per share if redeemed on or prior to July 1, 2004;
(s) $100.00 per share if redeemed on or prior to July 1, 2005;
(t) $100.00 per share if redeemed on or prior to July 1, 2006;
(u) $100.00 per share if redeemed on or prior to July 1, 2007 and
thereafter; and
(ii) in each case an amount equivalent to the accumulated and
unpaid dividends, if any, to the date of redemption;
provided, however that the shares of the 14.38% Preferred Stock,
Series N, shall not be redeemable prior to July 1, 1987, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with any series of the Company's Preferred
Stock) sold, by or for the account of the Company, at an interest or
dividend rate to it (calculated in accordance with generally accepted
financial practice) of less than 14.38% per annum.
(e) As a sinking fund, the Company will redeem on July 1 of each
year, beginning with July 1, 1988, not less than 17,500 shares nor more
than 35,000 shares of the 14.38% Preferred Stock, Series N, at a
redemption price equal to $100 per share plus an amount, in the case of
each share, computed at the rate of $14.38 per annum, from the date on
which dividends on such share became cumulative to the date fixed for
such redemption less the aggregate of the dividends paid thereon prior
to such redemption date; the option to redeem in excess of 17,500 shares
of the 14.38% Preferred Stock, Series N, on any July 1 will not be
cumulative; shares of the 14.38% Preferred Stock, Series N, acquired or
redeemed by the Company otherwise than through operation of the sinking
fund may, at the option of the Company, be credited against subsequent
minimum sinking fund requirements; if the Company shall be prevented,
because of restriction or for any other reason, from acquiring or
redeeming on any July 1 the number of shares of the 14.38% Preferred
Stock, Series N, which in the absence of such restriction or other
reason it would be required to acquire or redeem during such period, the
deficit shall be made good in the first succeeding calendar year in
which the Company shall not be prevented by such restriction or other
reason from acquiring or redeeming shares of the 14.38% Preferred Stock,
Series N.
Notwithstanding the foregoing: (i) if in any year net income of
the Company for the preceding calendar year (which net income shall be
determined in accordance with the accounting requirements of the
regulatory authority of the State of Florida having jurisdiction of the
Company and after deducting from such net income one year's dividend
requirement on any preferred stock of the Company outstanding at the end
of such preceding calendar year whether or not declared or paid) shall
be less than half the sum of the sinking fund obligation for the 14.38%
Preferred Stock, Series N, expressed in dollars, plus the maximum
obligation, expressed in dollars, due during the year in which such
current sinking fund payment for the Series N is due, for sinking funds
(which cannot be met by the certification of property), purchase funds,
or other analogous devices, if any for the retirement of any other
series or class of preferred stock or debt of the Company, then the
Company's sinking fund for said Series N in such year shall be limited
to such amount as it shall in its sole discretion determine; and (ii) if
in any year the amount of such net income of the Company for the
preceding calendar year (after deducting from such <PAGE>
<PAGE>
net income one year's dividend requirement on any preferred stock of the
Company outstanding at the end of such preceding calendar year whether
or not declared or paid) shall be not less than half, and not more than
the sum of the sinking fund obligation for the 14.38% Preferred Stock,
Series N, expressed in dollars, plus the maximum obligation expressed in
dollars, due during the year in which such Series N sinking fund is due,
for sinking funds (which cannot be met by the certification of
property), purchase funds, or other analogous devices, if any, for the
retirement of any other series or class of preferred stock or debt of
the Company, then the Company's Series N sinking fund obligation,
expressed in dollars, in such year shall be the proportion of said
amount so determined which the sinking fund obligation for the 14.38%
Preferred Stock, Series N, expressed in dollars, bears to the maximum
aggregate of all such sinking funds, purchase funds, or other analogous
devices, if any, of the Company. The total number of shares to be
redeemed or purchased and the number of shares to be redeemed or
purchased from any holder shall be adjusted to the nearest full share so
that fractional shares need not be purchased. The above-described
sinking fund obligation of the Company is hereinafter referred to as the
"Series N Sinking Fund" and is subject to the terms and conditions
hereinafter set forth. The term "Company" as used herein shall include
its consolidated subsidiaries.
Beginning on or prior to February 15, 1988, and on or prior to
February 15 in each year thereafter, the Company shall deliver to the
Transfer Agent for said Series N a certificate signed by the President
or a Vice President or the Treasurer or an Assistant Treasurer of the
Company stating (i)(a) whether or not the Company's obligation,
expressed in dollars, to redeem shares of Series N is limited by reason
of subdivision (ii) above, and if so, the amount of such obligation as
so limited, and (b) the number of shares of Series N as to which a
Series N Sinking Fund redemption is to be made by the Company in such
year, or (ii) that the net income of the Company for the preceding
calendar year was such that the Company has no Series N Sinking Fund
requirement in the current year, or (iii) that the making of a Series N
Sinking Fund redemption by the Company, in the opinion of counsel for
the Company accompanying such certificate, would or may be contrary to
any applicable law or to a rule or regulation of a governmental
authority having jurisdiction in the premises, and the sinking fund
payment need not be made; provided, however, that if, on January 31 of
any year, there are not funds legally available, in the opinion of the
signer of such certificate and of counsel for the Company accompanying
such certificate, for the payment of the current Series N Sinking Fund
requirement, the Company may presume for the purposes hereof that the
making of a Series N Sinking Fund redemption would be contrary to
applicable law, and the sinking fund payment need not be made.
(f) The manner of effecting any redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(g) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust company in the
City of New York, New York or in the City of Miami, Florida or with The
First National Bank of Boston, Transfer Agent and Registrar for the
14.38% Preferred Stock, Series N.
(h) Except as above set forth, the 14.38% Preferred Stock,
Series N, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
13. RESOLVED, that the Board of Directors hereby establishes and
authorizes the issuance of a new series of the Preferred Stock of the
Company and hereby fixes the number of shares to constitute the new
series and the distinctive designation of the new series, the annual
rate of dividends payable on such shares and the date from which
dividends shall commence to accrue, terms and conditions on which the
shares may be redeemed and the manner of effecting redemption and the
sinking fund providing for the redemption or purchase of shares of such
new series of Preferred Stock as follows:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "11.32% Preferred Stock, Series O."
(b) The 11.32% Preferred Stock, Series O, is hereby authorized to
be issued in the amount of 650,000 shares.
(c) The dividend rate of the 11.32% Preferred Stock, Series O,
shall be $11.32 per share per annum and no more, payable quarterly on
March 1, June 1, September 1 and December 1 of each year, commencing
March 1, 1983, and dividends on the 650,000 shares shall commence to
accrue from and after the date of issuance.
(d) The Company, by a majority vote of its Board of Directors, may
at any time upon not less than 30 days notice redeem all of the 11.32%
Preferred Stock, Series O, or may from time to time redeem any part
thereof by paying in cash a redemption price consisting of the sum of:<PAGE>
<PAGE>
(i) (a) $111.32 per share if redeemed on or prior to January 1, 1988.
(b) $107.55 per share if redeemed on or prior to January 1, 1989;
(c) $106.79 per share if redeemed on or prior to January 1, 1990;
(d) $106.04 per share if redeemed on or prior to January 1, 1991;
(e) $105.28 per share if redeemed on or prior to January 1, 1992;
(f) $104.53 per share if redeemed on or prior to January 1, 1993;
(g) $103.77 per share if redeemed on or prior to January 1, 1994;
(h) $103.02 per share if redeemed on or prior to January 1, 1995;
(i) $102.26 per share if redeemed on or prior to January 1, 1996;
(j) $101.51 per share if redeemed on or prior to January 1, 1997.
(k) $100.75 per share if redeemed on or prior to January 1, 1998.
(l) $100.00 per share if redeemed on or prior to January 1, 1999
and thereafter; and
(ii) in each case an amount equivalent to the accumulated and
unpaid dividends, if any, to the date of redemption;
provided, however that the shares of the 11.32% Preferred Stock,
Series O, shall not be redeemed prior to January 1, 1988, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock
ranking prior to or on a parity with any series of the Company's
Preferred Stock) sold, by or for the account of the Company, at an
interest or dividend rate to it (calculated in accordance with generally
accepted financial practice) of less than 11.32% per annum.
(e) As a sinking fund, the Company will redeem on April 1 of each
year, beginning with April 1, 1989, not less than 32,500 shares nor more
than 65,000 shares of the 11.32% Preferred Stock, Series O, at a
redemption price equal to $100 per share plus an amount, in the case of
each share, computed at the rate of $11.32 per annum, from the date on
which dividends on such share became cumulative to the date fixed for
such redemption less the aggregate of the dividends paid thereon prior
to such redemption date; the option to redeem in excess of 32,500 shares
of the 11.32% Preferred Stock, Series O, on any April 1 will not be
cumulative; shares of the 11.32% Preferred Stock, Series O, acquired or
redeemed by the Company otherwise than through operation of the sinking
fund may, at the option of the Company, be credited against subsequent
minimum sinking fund requirements; if the Company shall be prevented,
because of restriction or for any other reason, from acquiring or
redeeming on any April 1 the number of shares of the 11.32% Preferred
Stock, Series O, which in the absence of such restriction or other
reason it would be required to acquire or redeem during such period, the
deficit shall be made good in the first succeeding calendar year in
which the Company shall not be prevented by such restriction or other
reason from acquiring or redeeming shares of the 11.32% Preferred Stock,
Series O.
Notwithstanding the foregoing: (i) if in any year the net income
of the Company for the preceding calendar year (which net income shall
be determined in accordance with the accounting requirements of the
regulatory authority of the State of Florida having jurisdiction of the
Company and after deducting from such net income one year's dividend
requirement on any preferred stock of the Company outstanding at the end
of such preceding calendar year whether or not declared or paid) shall
be less than half the sum of the sinking fund obligation for the 11.32%
Preferred Stock, Series O, expressed in dollars, plus the maximum
obligation, expressed in dollars, due during the year in which such
current sinking fund payment for the Series O is due, for sinking funds
(which cannot be met by the certification of property), purchase funds,
or other analogous devices, if any, for the retirement of any other
series or class of preferred stock or debt of the Company, then the
Company's sinking fund for said Series O in such year shall be limited
to such amount as it shall in its sole discretion determine; and (ii) if
in any year the amount of such net income of the Company for the
preceding calendar year (after deducting from such net income one year's
dividend requirement on any preferred stock of the Company outstanding
at the end of such preceding calendar year whether or not declared or
paid) shall be not less than half, and not more than, the sum of the
sinking fund obligation for the 11.32% Preferred Stock, Series O,
expressed in dollars, plus the maximum obligation expressed in dollars,
due during the year in which such Series O sinking fund is due, for
sinking funds (which such Series O sinking fund is due, for sinking
funds which cannot be met by the certification of property), purchase
funds, or other analogous devices, if any, for the retirement of any
other series or class of preferred stock or debt of the Company, then
the Company's Series O sinking fund obligation, expressed in dollars, in
such year shall be the proportion of said amount so determined which the
sinking fund obligation for the 11.32% Preferred Stock, Series O,
expressed in dollars bears to the maximum aggregate of all such sinking
funds, purchase funds, or other analogous devices, if any, of the
Company. The total number of shares to be redeemed or purchased and the
number of shares to be redeemed or purchased from any holder shall be
adjusted to the nearest full share so that fractional shares need not be
purchased. The above-described sinking fund obligation of the Company
is <PAGE>
<PAGE>
hereinafter referred to as the "Series O Sinking Fund" and is subject to
the terms and conditions hereinafter set forth. The term "Company" as
used herein shall include its consolidated subsidiaries.
Beginning on or prior to February 15, 1989, and on or prior to
February 15 in each year thereafter, the Company shall deliver to the
Transfer Agent for said Series O a certificate signed by the President
or a Vice President or the Treasurer or an Assistant Treasurer of the
Company stating (i)(a) whether or not the Company's obligation,
expressed in dollars, to redeem shares of Series O is limited by reason
of subdivision (ii) above, and if so, the amount of such obligation as
so limited, and (b) the number of shares of Series O as to which a
Series O Sinking Fund redemption is to be made by the Company for the
preceding calendar year was such that the Company has no Series O
Sinking Fund requirement in the current year, or (iii) that the making
of a Series O Sinking Fund redemption by the Company, in the opinion of
counsel for the Company accompanying such certificate, would or may be
contrary to any applicable law or to a rule or regulation of a
governmental authority having jurisdiction in the premises, and the
sinking fund payment need not be made; provided, however, that if, on
January 31 of any year, there are not funds legally available, in the
opinion of the signer of such certificate and of counsel for the Company
accompanying such certificate, for the payment of the current Series O
Sinking Fund requirement, the Company may presume for the purposes
hereof that the making of a Series O Sinking Fund redemption would be
contrary to applicable law, and the sinking fund payment need not be
made.
(f) The manner of effecting any redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(g) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust company in the
City of New York, New York or in the City of Miami, Florida or with The
First National Bank of Boston, Transfer Agent and Registrar for the
11.32% Preferred Stock, Series O.
(h) Except as above set forth, the 11.32% Preferred Stock,
Series O, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
14. RESOLVED, that the Stock Issuance Committee of the Board of
Directors hereby establishes and authorizes the issuance of a new series
of the Preferred Stock, $100 par value (Preferred Stock), of the Company
and hereby fixes the number of shares to constitute the new series and
the distinctive designation of the new series, the annual rate of
dividends payable on such shares and the date from which dividends shall
commence to accrue, terms and conditions on which the shares may be
redeemed and the manner of effecting redemption with respect to such new
series of Preferred Stock as follows:
(a) The new series of Preferred Stock established by the
resolution is hereby designated "8.50% Preferred Stock, Series P."
(b) The 8.50% Preferred Stock, Series P, is hereby authorized to
be issued in the amount of 350,000 shares.
(c) The dividend rate of the 8.50% Preferred Stock, Series P,
shall be $8.50 per share per annum and no more, payable quarterly on
September 1, December 1, March 1 and June 1 of each year, commencing
September 1, 1986, and dividends on the 350,000 shares shall commence to
accrue from and after May 29, 1986 or such later date as the shares are
actually issued. Any dividend on the 350,000 shares which shall have
accrued up to and including May 31, 1986, shall be set apart on June 1,
1986 for payment on September 1, 1986.
(d) The Company, by a majority vote of its Board of Directors or
by a unanimous vote taken at a meeting attended by a quorum of the Stock
Issuance Committee of its Board of Directors, may at any time upon not
less than 30 days notice redeem all of the 8.50% Preferred Stock,
Series P, or may from time to time redeem any part thereof by paying in
cash a redemption price consisting of the sum of:
(i) (a) $108.50 per share if redeemed on or prior to May 1, 1991;
(b) $105.67 per share if redeemed on or prior to May 1, 1992;
(c) $105.10 per share if redeemed on or prior to May 1, 1993;
(d) $104.53 per share if redeemed on or prior to May 1, 1994;
(e) $103.96 per share if redeemed on or prior to May 1, 1995;
(f) $103.39 per share if redeemed on or prior to May 1, 1996;
(g) $102.82 per share if redeemed on or prior to May 1, 1997;<PAGE>
<PAGE>
(h) $102.25 per share if redeemed on or prior to May 1, 1998;
(i) $101.68 per share if redeemed on or prior to May 1, 1999;
(j) $101.11 per share if redeemed on or prior to May 1, 2000;
(k) $100.54 per share if redeemed on or prior to May 1, 2001;
(l) $100.00 per share if redeemed on or prior to May 1, 2002 and
thereafter; and
(ii) in each case an amount equivalent to the accumulated and
unpaid dividends, if any, to the date of redemption;
provided, however that the shares of the 8.50% Preferred Stock,
Series P, shall not be redeemed prior to May 1, 1991, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with any series of the Company's Preferred
Stock) sold, by or for the account of the Company, at an interest or
dividend rate to it (calculated in accordance with generally accepted
financial practice) of less than 8.50% per annum.
(e) The manner of effecting any redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(f) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust company in the
City of New York, New York or in the City of Miami, Florida or with The
First National Bank of Boston, Transfer Agent and Registrar for the
8.50% Preferred Stock, Series P.
(g) Except as above set forth, the 8.50% Preferred Stock,
Series P, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
15. RESOLVED, that the Stock Issuance Committee of the Board of
Directors hereby establishes and authorizes the issuance of a new series
of the Preferred Stock, $100 par value (Preferred Stock), of the Company
and hereby fixes the number of shares to constitute the new series and
the distinctive designation of the new series, the annual rate of
dividends payable on such shares and the date from which dividends shall
commence to accrue, and the terms and conditions on which the shares may
be redeemed, and the manner of effecting redemption and the sinking fund
providing for the redemption or purchase of such new series of Preferred
Stock, as follows:
(a) The new series of Preferred Stock established by the
resolution is hereby designated "6.84% Preferred Stock, Series Q."
(b) The 6.84% Preferred Stock, Series Q, is hereby authorized to
be issued in the amount of 500,000 shares.
(c) The dividend rate of the 6.84% Preferred Stock, Series Q,
shall be $6.84 per share per annum and no more, payable quarterly on
March 1, June 1, September 1 and December 1 of each year, commencing
March 1, 1987, and dividends on the 500,000 shares shall commence to
accrue from and after January 21, 1987 or such later date as the shares
are actually issued.
(d) The Company, by a majority vote of its Board of Directors or
by a unanimous vote taken at a meeting attended by a quorum of the Stock
Issuance Committee of its Board of Directors, may at any time upon not
less than 30 days notice redeem all of the 6.84% Preferred Stock,
Series Q, or may from time to time redeem any part thereof by paying in
cash a redemption price consisting of the sum of:
(i) (a) $106.84 per share if redeemed on or prior to December 31, 1991;
(b) $104.56 per share if redeemed on or prior to December 31, 1992;
(c) $104.10 per share if redeemed on or prior to December 31, 1993;
(d) $103.65 per share if redeemed on or prior to December 31, 1994;
(e) $103.19 per share if redeemed on or prior to December 31, 1995;
(f) $102.74 per share if redeemed on or prior to December 31, 1996;
(g) $102.28 per share if redeemed on or prior to December 31, 1997;
(h) $101.82 per share if redeemed on or prior to December 31, 1998;
(i) $101.37 per share if redeemed on or prior to December 31, 1999;
(j) $100.91 per share if redeemed on or prior to December 31, 2000;
<PAGE>
<PAGE>
(k) $100.46 per share if redeemed on or prior to December 31, 2001;
(l) $100.00 per share if redeemed on or prior to December 31, 2002
and thereafter; and
(ii) in each case an amount equivalent to the accumulated and
unpaid dividends, if any, to the date of redemption;
provided, however, that the shares of the 6.84% Preferred Stock,
Series Q, shall not be redeemed prior to January 1, 1992, directly or
indirectly from or in anticipation of monies borrowed or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with any series of the Company's Preferred
Stock) sold, by or for the account of the Company, at an interest or
dividend rate to it (calculated in accordance with generally accepted
financial practice) of less than 6.8653% per annum.
(e) As a sinking fund, the Company will redeem on April 1 of each
year, beginning with April 1, 1993, not less than 15,000 shares nor more
than 30,000 shares of the 6.84% Preferred Stock, Series Q, at a
redemption price equal to $100 per share plus an amount, in the case of
each share, computed at the rate of $6.84 per annum, from the date on
which dividends on such share became cumulative to the date fixed for
such redemption, less the aggregate of the dividends paid thereon prior
to such redemption date; the option to redeem in excess of 15,000 shares
of the 6.84% Preferred Stock, Series Q, on any April 1 will not be
cumulative; shares of the 6.84% Preferred Stock, Series Q, acquired or
redeemed by the Company otherwise than through operation of the sinking
fund may, at the option of the Company, be credited against subsequent
minimum sinking fund requirements; if the Company shall be prevented,
because of restriction or for any other reason, from acquiring or
redeeming on any April 1 the number of shares of the 6.84% Preferred
Stock, Series Q, which in the absence of such restriction or other
reason it would be required to acquire or redeem during such period, the
deficit shall be made good in the first succeeding calendar year in
which the Company shall not be prevented by such restriction or other
reason from acquiring or redeeming shares of the 6.84% Preferred Stock,
Series Q.
Notwithstanding the foregoing: (i) if in any year the net income
of the Company for the preceding calendar year (which net income shall
be determined in accordance with the accounting requirements of the
regulatory authority of the State of Florida having jurisdiction of the
Company and after deducting from such net income one year's dividend
requirement on any preferred stock of the Company outstanding at the end
of such preceding calendar year, whether or not declared or paid) shall
be less than half the sum of the sinking fund obligation for the 6.84%
Preferred Stock, Series Q, expressed in dollars, plus the maximum
obligation, expressed in dollars, due during the year in which such
current sinking fund payment for the Series Q is due, for sinking funds
(which cannot be met by the certification of property), purchase funds,
or other analogous devices, if any, for the retirement of any other
series or class of preferred stock or debt of the Company, then the
Company's sinking fund for said Series Q in such year shall be limited
to such amount as it shall in its sole discretion determine; and (ii) if
in any year the amount of such net income of the Company for the
preceding calendar year (after deducting from such net income one year's
dividend requirement on any preferred stock of the Company outstanding
at the end of such preceding calendar year, whether or not declared or
paid) shall be not less than half, and not more than, the sum of the
sinking fund obligation for the 6.84% Preferred Stock, Series Q,
expressed in dollars, plus the maximum obligation expressed in dollars,
due during the year in which such Series Q sinking fund is due, for
sinking funds (which cannot be met by the certification of property),
purchase funds, or other analogous devices, if any, for the retirement
of any other series or class of preferred stock or debt of the Company,
then the Company's Series Q sinking fund obligation, expressed in
dollars, in such year shall be the proportion of said amount so
determined which the sinking fund obligation for the 6.84% Preferred
Stock, Series Q, expressed in dollars, bears to the maximum aggregate of
all such sinking funds, purchase funds, or other analogous devices, if
any, of the Company. The total number of shares to be redeemed or
purchased and the number of shares to be redeemed or purchased from any
holder shall be adjusted to the nearest full share so that fractional
shares need not be purchased. The above-described sinking fund
obligation of the Company is hereinafter referred to as the "Series Q
Sinking Fund" and is subject to the terms and conditions hereinafter set
forth. The term "Company" as used herein shall include its consolidated
subsidiary.
Beginning on or prior to February 15, 1993, and on or prior to
February 15 in each year thereafter, the Company shall deliver to the
Transfer Agent for said Series Q a certificate signed by the President
or a Vice President or the Treasurer or an Assistant Treasurer of the
Company stating (i)(a) whether or not the Company's obligation,
expressed in dollars, to redeem shares of Series Q is limited by reason
of subdivision (ii) above and if so, the amount of such obligation as so
limited, and (b) the number of shares of Series Q as to which a Series Q
Sinking Fund redemption is to be made by the Company in such year, or
(ii) that the net income of the Company for the preceding calendar year
was such that the Company has no Series Q Sinking Fund requirement in
the current year, or (iii) that the making of a Series Q Sinking Fund
redemption by the Company, in the opinion of counsel for the Company
accompanying such certificate, would or may be contrary to any <PAGE>
<PAGE>
applicable law or to a rule or regulation of a governmental authority
having jurisdiction in the premises, and the sinking fund payment need
not be made; provided, however, that if on January 31 of any year, there
are not funds legally available, in the opinion of the signer of such
certificate and of counsel for the Company accompanying such
certificate, for the payment of the current Series Q Sinking Fund
requirement, the Company may presume for the purposes hereof that the
making of a Series Q Sinking Fund redemption would be contrary to
applicable law, and the sinking fund payment need not be made.
(f) The manner of effecting any redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(g) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust company in the
City of New York, New York or in the City of Miami, Florida or with The
First National Bank of Boston, Transfer Agent and Registrar for the
6.84% Preferred Stock, Series Q.
(h) Except as above set forth, the 6.84% Preferred Stock,
Series Q, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
16. RESOLVED, that the Board of Directors hereby establishes and
authorizes the issuance of a new series of the Preferred Stock, $100 par
value (Preferred Stock), of the Company and hereby fixes the number of
shares to constitute the new series and the distinctive designation of
the new series, the annual rate of dividends payable on such shares and
the date from which dividends shall commence to accrue, and the terms
and conditions on which the shares may be redeemed, and the manner of
effecting redemption and the sinking fund providing for the redemption
or purchase of such new series of Preferred Stock, as follows:
(a) The new series of Preferred Stock established by the
resolution is hereby designated "8.625% Preferred Stock, Series R."
(b) The 8.625% Preferred Stock, Series R, is hereby authorized to
be issued in the amount of 500,000 shares.
(c) The dividend rate of the 8.625% Preferred Stock, Series R,
shall be $8.625 per share per annum and no more, payable quarterly on
March 1, June 1, September 1 and December 1 of each year, commencing
March 1, 1990, and dividends on the 500,000 shares shall commence to
accrue from and after January 29, 1990 or such later date as the shares
are actually issued.
(d) The Company, by a majority vote of its Board of Directors, may
at any time upon not less than 30 days' notice redeem all of the 8.625%
Preferred Stock, Series R, or may from time to time redeem any part
thereof by paying in cash a redemption price consisting of the sum of:
(i) (a) $108.63 per share if redeemed on or prior to December 31, 1994;
(b) $105.75 per share if redeemed on or prior to December 31, 1995;
(c) $105.18 per share if redeemed on or prior to December 31, 1996;
(d) $104.60 per share if redeemed on or prior to December 31, 1997;
(e) $104.03 per share if redeemed on or prior to December 31, 1998;
(f) $103.45 per share if redeemed on or prior to December 31, 1999;
(g) $102.88 per share if redeemed on or prior to December 31, 2000;
(h) $102.30 per share if redeemed on or prior to December 31, 2001;
(i) $101.73 per share if redeemed on or prior to December 31, 2002;
(j) $101.15 per share if redeemed on or prior to December 31, 2003;
(k) $100.58 per share if redeemed on or prior to December 31, 2004;
(l) $100.00 per share if redeemed on or prior to December 31, 2005
and thereafter; and
(ii) in each case an amount equivalent to the accrued and unpaid
dividends, if any, to the date of redemption;
provided, however, that the shares of the 8.625% Preferred Stock,
Series R, shall not be redeemed prior to January 1, 1995, directly or
indirectly from or in anticipation of monies borrowed, or proceeds of
shares of other series of Preferred Stock (or of any other stock ranking
prior to or on a parity with any series of the Company's Preferred
Stock) sold, by or for the account of the Company, at an interest or
dividend rate to it (calculated in accordance with generally accepted
financial <PAGE>
<PAGE>
practice) of less than 8.7334% per annum.
(e) As a sinking fund, the Company will redeem on April 1 of each
year, beginning with April 1, 1996, not less than 25,000 shares nor more
than 50,000 shares of the 8.625% Preferred Stock, Series R, at a
redemption price equal to $100 per share plus an amount, in the case of
each share, computed at the rate of $8.625 per annum, from the date on
which dividends on such share became cumulative to the date fixed for
such redemption, less the aggregate of the dividends paid thereon prior
to such redemption date; the option to redeem in excess of 25,000 shares
of the 8.625% Preferred Stock, Series R, on any April 1 will not be
cumulative; shares of the 8.625% Preferred Stock, Series R, acquired or
redeemed by the Company otherwise than through operation of the sinking
fund may, at the option of the Company, be credited against subsequent
minimum sinking fund requirements; if the Company shall be prevented,
because of restriction or for any other reason, from acquiring or
redeeming on any April 1 the number of shares of the 8.625% Preferred
Stock, Series R, which in the absence of such restriction or other
reason it would be required to acquire or redeem during such period, the
deficit shall be made good in the first succeeding calendar year in
which the Company shall not be prevented by such restriction or other
reason from acquiring or redeeming shares of the 8.625% Preferred Stock,
Series R.
Notwithstanding the foregoing: (i) if in any year the net income
of the Company for the preceding calendar year (which net income shall
be determined in accordance with the accounting requirements of the
regulatory authority of the State of Florida having jurisdiction of the
Company and after deducting from such net income one year's dividend
requirement on any preferred stock of the Company outstanding at the end
of such preceding calendar year, whether or not declared or paid) shall
be less than half the sum of the sinking fund obligation for the 8.625%
Preferred Stock, Series R, expressed in dollars, plus the maximum
obligation, expressed in dollars, due during the year in which such
current sinking fund payment for the Series R is due, for sinking funds
(which cannot be met by the certification of property), purchase funds,
or other analogous devices, if any, for the retirement of any other
series or class of preferred stock or debt of the Company, then the
Company's sinking fund for said Series R in such year shall be limited
to such amount as it shall in its sole discretion determine; and (ii) if
in any year the amount of such net income of the Company for the
preceding calendar year (after deducting from such net income one year's
dividend requirement on any preferred stock of the Company outstanding
at the end of such preceding calendar year, whether or not declared or
paid) shall be not less than half, and not more than, the sum of the
sinking fund obligation for the 8.625% Preferred Stock, Series R,
expressed in dollars, plus the maximum obligation expressed in dollars,
due during the year in which such Series R sinking fund is due, for
sinking funds (which cannot be met by the certification of property),
purchase funds, or other analogous devices, if any, for the retirement
of any other series or class of preferred stock or debt of the Company,
then the Company's Series R sinking fund obligation, expressed in
dollars, in such year shall be the proportion of said amount so
determined which the sinking fund obligation for the 8.625% Preferred
Stock, Series R, expressed in dollars, bears to the maximum aggregate of
all such sinking funds, purchase funds, or other analogous devices, if
any, of the Company. The total number of shares to be redeemed or
purchased and the number of shares to be redeemed or purchased from any
holder shall be adjusted to the nearest full share so that fractional
shares need not be purchased. The above-described sinking fund
obligation of the Company is hereinafter referred to as the "Series R
Sinking Fund" and is subject to the terms and conditions hereinafter set
forth. The term "Company" as used herein shall include its consolidated
subsidiaries.
Beginning on or prior to February 15, 1996, and on or prior to
February 15 in each year thereafter, the Company shall deliver to the
Transfer Agent for said Series R a certificate signed by the President
or a Vice President or the Treasurer or an Assistant Treasurer of the
Company stating (i)(a) whether or not the Company's obligation,
expressed in dollars, to redeem shares of Series R is limited by reason
of subdivision (ii) above and if so, the amount of such obligation as so
limited, and (b) the number of shares of Series R as to which a Series R
Sinking Fund redemption is to be made by the Company in such year, or
(ii) that the net income of the Company for the preceding calendar year
was such that the Company has no Series R Sinking Fund requirement in
the current year, or (iii) that the making of a Series R Sinking Fund
redemption by the Company, in the opinion of counsel for the Company
accompanying such certificate, would or may be contrary to any
applicable law or to a rule or regulation of a governmental authority
having jurisdiction in the premises, and the sinking fund payment need
not be made; provided, however, that if on January 31 of any year, there
are not funds legally available, in the opinion of the signer of such
certificate and of counsel for the Company accompanying such
certificate, for the payment of the current Series R Sinking Fund
requirement, the Company may presume for the purposes hereof that the
making of a Series R Sinking Fund redemption would be contrary to
applicable law, and the sinking fund payment need not be made.
(f) The manner of effecting any redemption shall be that
applicable to the Company's 4 1/2% Preferred Stock, Series A.<PAGE>
<PAGE>
(g) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust company in the
City of New York, New York or in the City of Miami, Florida or with The
First National Bank of Boston, Transfer Agent and Registrar for the
8.625% Preferred Stock, Series R.
(h) Except as above set forth, the 8.625% Preferred Stock,
Series R, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
**********
IN WITNESS WHEREOF, Florida Power & Light Company has executed this
Restated Articles of Incorporation on this 23rd day of March, 1992.
FLORIDA POWER & LIGHT COMPANY
By: K. MICHAEL DAVIS
K. Michael Davis, Vice
President, Accounting,
Controller, and
Chief Accounting Officer
EXHIBIT 3(b)
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
FLORIDA POWER & LIGHT COMPANY
These articles of Amendment to the Restated Articles of Incorporation of
Florida Power & Light Company were adopted by the Stock Issuance
Committee of the Board of Directors of Florida Power & Light Company
pursuant to the Florida Business Corporation Act, Section 607.0602,
Florida Statutes, for the purpose of establishing and designating a
series within a class of its shares before the issuance of any shares of
that series and determining the preferences, limitations and relative
rights of such series. No shareholder action was required in accordance
with Section 607.0602.
1. The name of the corporation is Florida Power & Light Company.
2. The text of the amendment determining the terms of Series A of
Florida Power & Light Company's Preferred Stock, without par value ("No
Par Preferred Stock"), is set forth below:
(a) The initial series of No Par Preferred Stock established by
this resolution is hereby designated "$2.00 No Par Preferred
Stock, Series A (Involuntary Liquidation Value $25 Per
Share)."
(b) The $2.00 No Par Preferred Stock, Series A (Involuntary
Liquidation Value $25 Per Share), is hereby authorized to be
issued in the amount of 5,000,000 shares.
(c) The dividend rate of the $2.00 No Par Preferred Stock, Series
A (Involuntary Liquidation Value $25 Per Share) shall be $2.00
per share per annum and no more, payable quarterly on March 1,
June 1, September 1, and December 1, of each year, commencing
on June 1, 1992, and dividends on the 5,000,000 shares of
$2.00 No Par Preferred Stock, Series A (Involuntary
Liquidation Value $25 Per Share) shall commence to accrue from
and after March 26, 1992, or such other date as the shares are
actually issued.
(d) The Company, by a majority vote of the Board of Directors, may
at any time upon not less than 30 days' notice redeem all of
the $2.00 No Par Preferred Stock, Series A (Involuntary
Liquidation Value $25 Per Share), or may from time to time
redeem any part thereof by paying in cash a redemption price
consisting of the sum of:
(i) $27.00 per share if redeemed on or prior to February 28,
1997; and thereafter, $25.00 per share; plus
(ii) in each case, an amount equivalent to the accrued and
unpaid dividends, if any, to the date of redemption;
provided, however, that the shares of the $2.00 No Par Preferred
Stock, Series A (Involuntary Liquidation Value $25 Per Share)
shall not be redeemable prior to March 1, 1997, directly or
indirectly from or in anticipation of monies borrowed, or proceeds
of shares of other series of Preferred Stock (or of any other
stock ranking prior to or on a parity with the Company's preferred
stocks) sold, by or for the account of the Company, at an
effective interest or dividend cost to it (calculated in
accordance with generally accepted financial practice) of less
than 8.2102% per annum.
(e) The manner of effecting such redemption shall be that which is
applicable to the Company's No Par Preferred Stock as set
forth in the Company's Restated Articles of Incorporation.
(f) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust
company in the City of New York, New York or in the City of
Miami, Florida or with any bank or trust company located
anywhere in the United States of America and acting as
registrar or transfer agent with respect to the $2.00 No Par
Preferred Stock, Series A (Involuntary Liquidation Value $25
Per Share).
(g) Each holder of $2.00 No Par Preferred Stock, Series A
(Involuntary Liquidation Value $25 Per Share) shall have <PAGE>
<PAGE>
one quarter (1/4) of one vote for each share held of record by
such holder. Holders may vote fractional votes.
(h) In the event of any involuntary liquidation, dissolution or
winding up of the Company, which shall include any such
liquidation, dissolution or winding up which may arise out of
or result form the condemnation or purchase of all or a major
portion of the properties of the Company by (i) the United
States Government or any authority, agency or instrumentality
thereof, or (ii) a state of the United states of any
authority, agency or instrumentality thereof, (iii) a
district, cooperative or other association or entity not
organized for profit, the involuntary liquidation value of the
$2.00 No Par Preferred Stock, Series A (Involuntary
Liquidation Value $25 Per Share) shall be $25.00 per share.
(i) Except as above set forth, the $2.00 No Par Preferred Stock,
Series A (Involuntary Liquidation Value $25 Per Share) shall
possess all of the characteristics of shares of No Par
Preferred Stock set forth in the Restated Articles of
Incorporation of the Company.
3. The above amendment was duly adopted by the Stock Issuance
Committee of the Board of Directors of the Company on March 19, 1992.
This, the 23rd day of March, 1992.
FLORIDA POWER & LIGHT COMPANY
K. MICHAEL DAVIS
K. Michael Davis
Vice President, Accounting, Controller
and Chief Accounting Officer
EXHIBIT 3(c)
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
FLORIDA POWER & LIGHT COMPANY
These Articles of Amendment to the Restated Articles of
Incorporation, as amended, of Florida Power & Light Company, were
adopted by the Board of Directors of Florida Power & Light Company on
May 11, 1992, and no shareholder action was required in accordance with
Section 607.0631 of the Florida Business Corporation Act.
I.
The name of the Corporation is Florida Power & Light Company.
II.
The reduction in the number of authorized shares is 685,000
shares of Preferred Stock, par value of $100 per share, which shares are
itemized under the following series:
500,000 shares of 9.25% Preferred Stock, Series H, par value of
$100 per share;
75,000 shares of 10.08% Preferred Stock, Series J, par value of
$100 per share;
45,000 shares of 8.70% Preferred Stock, Series M, par value of
$100 per share; and
65,000 shares of 11.32% Preferred Stock, Series O, par value of
$100 per share.
III.
After giving effect to such reduction of shares, the total number
of shares which the Corporation is authorized to issue, itemized by
class and series, is as follows:
(1) 100,000 shares of 4 1/2% Preferred Stock, par value of
$100 per share;
(2) 50,000 shares of 4 1/2% Preferred Stock, Series A, par
value of $100 per share;
(3) 17,692,000 shares of Preferred Stock, par value of $100
per share, which shares are further classified as
follows:
(a) 50,000 shares of 4 1/2% Preferred Stock, Series B;
(b) 62,500 shares of 4 1/2% Preferred Stock, Series C;
(c) 50,000 shares of 4.32% Preferred Stock, Series D;
(d) 50,000 shares of 4.35% Preferred Stock, Series E;
(e) 600,000 shares of 7.28% Preferred Stock, Series F;
(f) 400,000 shares of 7.40% Preferred Stock, Series G;
(g) 37,500 shares of 10.08% Preferred Stock, Series J;
(h) 750,000 shares of 8.70% Preferred Stock, Series K;
(i) 500,000 shares of 8.84% Preferred Stock, Series L;
(j) 302,000 shares of 8.70% Preferred Stock, Series M;
(k) 65,000 shares of 11.32% Preferred Stock, Series O;
(l) 350,000 shares of 8.50% Preferred Stock, Series P;
(m) 500,000 shares of 6.84% Preferred Stock, Series Q;
(n) 500,000 shares of 8.625% Preferred Stock, Series R;<PAGE>
<PAGE>
(o) 13,475,000 shares of Preferred Stock without
serial designation;
(4) 10,000,000 shares of Preferred Stock without par value
(No Par Preferred Stock), which shares are further
classified as follows:
(a) 5,000,000 shares of $2.00 No Par Preferred Stock,
Series A (Involuntary Liquidation Value $25 Per Share);
(b) 5,000,000 shares of No Par Preferred Stock without serial
designation;
(5) 5,000,000 shares of Subordinated Preferred Stock without
par value; and
(6) 1,000 shares of Common Stock without par value.
Dated: May 11, 1992 FLORIDA POWER & LIGHT COMPANY
By: K. MICHAEL DAVIS
K. Michael Davis, Vice
President, Accounting,
Controller, and
Chief Accounting Officer
EXHIBIT 3(d)
Articles Of Amendment
To The
Restated Articles Of Incorporation
Of
Florida Power & Light Company
These Articles of Amendment to the Restated Articles of Incorporation,
as amended, of Florida Power & Light Company were adopted by the Stock
Issuance Committee of the Board of Directors of Florida Power & Light
Company pursuant to the Florida Business Corporation Act, Section
607.0602, Florida Statutes, for the purpose of establishing and
designating a series within a class of its shares before the issuance of
any shares of that series and determining the preferences, limitations
and relative rights of such series. No shareholder action was required
in accordance with Section 607.0602.
1. The name of the corporation is Florida Power & Light Company.
2. The text of the amendment determining the terms of Series S of
Florida Power & Light Company's Preferred Stock, $100 par value
("Preferred Stock"), is set forth below:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "6.98% Preferred Stock, Series
S."
(b) The 6.98% Preferred Stock, Series S, is hereby authorized to
be issued in the amount of 750,000 shares.
(c) The dividend rate of the 6.98% Preferred Stock, Series S,
shall be $6.98 per share per annum and no more, payable
quarterly on March 1, June 1, September 1, and December 1, of
each year, commencing on June 1, 1993, and dividends on the
750,000 shares of 6.98% Preferred Stock, Series S, shall
commence to accrue from and after March 16, 1993, or such
other date as the shares are actually issued.
(d) The shares of 6.98% Preferred Stock, Series S, will not be
redeemable prior to March 1, 2003. The Company, by a majority
vote of its Board of Directors, may at any time, on and after
March 1, 2003, upon not less than 30 days' notice redeem all
of the 6.98% Preferred Stock, Series S, or may from time to
time, on and after March 1, 2003, redeem any part thereof by
paying in cash a redemption price consisting of the sum of:
(i) (a) $103.49 per share if redeemed on or after March 1, 2003
and on or prior to the last day in February, 2004;
(b) $103.14 per share if redeemed on or prior to the last
day in February, 2005;
(c) $102.79 per share if redeemed on or prior to the last
day in February, 2006;
(d) $102.44 per share if redeemed on or prior to the last
day in February, 2007;
(e) $102.09 per share if redeemed on or prior to the last
day in February, 2008;
(f) $101.74 per share if redeemed on or prior to the last
day in February, 2009;
(g) $101.40 per share if redeemed on or prior to the last
day in February, 2010;
(h) $101.05 per share if redeemed on or prior to the last
day in February, 2011;
(i) $100.70 per share if redeemed on or prior to the last
day in February, 2012;
(j) $100.35 per share if redeemed on or prior to the last
day in February, 2013 and thereafter, $100.00 per
share, and
(ii) in each case, an amount equivalent to the accrued and
unpaid dividends, if any, to the date of redemption.
(e) The manner of effecting such redemption shall be that
which is applicable to the Company's 4 1/2% Preferred
Stock, Series A.
(f) The Company may deposit the aggregate redemption price
(or the portion thereof not already paid) with any
bank or trust company in the City of New York, New
York or in the City of Miami, Florida<PAGE>
<PAGE>
or with The First National Bank of Boston, Transfer Agent
and Registrar for the 6.98% Preferred Stock, Series S.
(g) Except as above set forth, the 6.98% Preferred Stock,
Series S, shall possess all of the characteristics of
the Company's 4 1/2% Preferred Stock, Series A.
3. The above amendment was duly adopted by the Stock Issuance
Committee of the Board of Directors of the Company on March 9, 1993.
This, the 12th day of March, 1993.
Florida Power & Light Company
PAUL J. EVANSON
Paul J. Evanson
Senior Vice President, Finance
and Chief Financial Officer
EXHIBIT 3(e)
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
FLORIDA POWER & LIGHT COMPANY
These articles of Amendment to the Restated Articles of Incorporation,
as amended, of Florida Power & Light Company were adopted by the Stock
Issuance Committee of the Board of Directors of Florida Power & Light
Company pursuant to the Florida Business Corporation Act, Section
607.0602, Florida Statutes, for the purpose of establishing and
designating a series within a class of its shares before the issuance of
any shares of that series and determining the preferences, limitations
and relative rights of such series. No shareholder action was required
in accordance with Section 607.0602.
1. The name of the corporation is Florida Power & Light Company.
2. The text of the amendment determining the terms of Series T of
Florida Power & Light Company's Preferred Stock, $100 par value
("Preferred Stock"), is set forth below:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "7.05% Preferred Stock, Series
T."
(b) The 7.05% Preferred Stock, Series T, is hereby authorized to
be issued in the amount of 500,000 shares.
(c) The dividend rate of the 7.05% Preferred Stock, Series T,
shall be $7.05 per share per annum and no more, payable
quarterly on March 1, June 1, September 1, and December 1, of
each year, commencing on September 1, 1993, and dividends on
the 500,000 shares of 7.05% Preferred Stock, Series T, shall
commence to accrue from and after June 1, 1993, or such other
date as the shares are actually issued.
(d) The shares of 7.05% Preferred Stock, Series T, will not be
redeemable prior to June 1, 2003. The Company, by a majority
vote of its Board of Directors, may at any time, on and after
June 1, 2003, upon not less than 30 days' notice redeem all of
the 7.05% Preferred Stock, Series T, or may from time to time,
on and after June 1, 2003, redeem any part thereof by paying
in cash a redemption price consisting of the sum of:
(i) (a) $103.52 per share if redeemed on or after June 1, 2003
and on or prior to the last day in May, 2004;
(b) $103.17 per share if redeemed on or prior to the last
day in May, 2005;
(c) $102.82 per share if redeemed on or prior to the last
day in May, 2006;
(d) $102.47 per share if redeemed on or prior to the last
day in May, 2007;
(e) $102.11 per share if redeemed on or prior to the last
day in May, 2008;
(f) $101.76 per share if redeemed on or prior to the last
day in May, 2009;
(g) $101.41 per share if redeemed on or prior to the last
day in May, 2010;
(h) $101.06 per share if redeemed on or prior to the last
day in May, 2011;
(i) $100.70 per share if redeemed on or prior to the last
day in May, 2012;
(j) $100.35 per share if redeemed on or prior to the last
day in May, 2013 and thereafter, $100.00 per share, and
(ii) in each case, an amount equivalent to the accrued and
unpaid dividends, if any, to the date of redemption.
(e) The manner of effecting such redemption shall be that which is
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(f) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust
company in the City of New York, New York or in the City of
Miami, Florida or with The First National Bank of Boston,
Transfer Agent and Registrar for the 7.05% Preferred Stock,
Series T.<PAGE>
<PAGE>
(g) Except as above set forth, the 7.05% Preferred Stock, Series
T, shall possess all of the characteristics of the Company's
4 1/2% Preferred Stock, Series A.
3. The above amendment was duly adopted by the Stock Issuance
Committee of the Board of Directors of the Company on June 16, 1993.
This, the 16th day of June, 1993.
FLORIDA POWER & LIGHT COMPANY
PAUL J. EVANSON
Paul J. Evanson
Senior Vice President, Finance
and Chief Financial Officer
EXHIBIT 3(f)
Articles Of Amendment
To The
Restated Articles Of Incorporation
Of
Florida Power & Light Company
These Articles of Amendment to the Restated Articles of Incorporation,
as amended, of Florida Power & Light Company were adopted by the Stock
Issuance Committee of the Board of Directors of Florida Power & Light
Company pursuant to the Florida Business Corporation Act, Section
607.0602, Florida Statutes, for the purpose of establishing and
designating a series within a class of its shares before the issuance of
any shares of that series and determining the preferences, limitations
and relative rights of such series. No shareholder action was required
in accordance with Section 607.0602.
1. The name of the corporation is Florida Power & Light Company.
2. The text of the amendment determining the terms of Series U of
Florida Power & Light Company's Preferred Stock, $100 par value
("Preferred Stock"), is set forth below:
(a) The new series of Preferred Stock established by this
resolution is hereby designated "6.75% Preferred Stock,
Series U."
(b) The 6.75% Preferred Stock, Series U, is hereby authorized to
be issued in the amount of 650,000 shares.
(c) The dividend rate of the 6.75% Preferred Stock, Series U,
shall be $6.75 per share per annum and no more, payable
quarterly on March 1, June 1, September 1, and December 1, of
each year, commencing on December 1, 1993, and dividends on
the 650,000 shares of 6.75% Preferred Stock, Series U, shall
commence to accrue from and after September 1, 1993, or such
other date as the shares are actually issued.
(d) The shares of 6.75% Preferred Stock, Series U, will not be
redeemable prior to August 1, 2003. The Company, by a
majority vote of its Board of Directors, may at any time, on
and after August 1, 2003, upon not less than 30 days' notice
redeem all of the 6.75% Preferred Stock, Series U, or may from
time to time, on and after August 1, 2003, redeem any part
thereof by paying in cash a redemption price consisting of the
sum of:
(i) (a) $103.37 per share if redeemed on or after August 1,
2003 and on or prior to the last day in July, 2004;
(b) $103.04 per share if redeemed on or prior to the last
day in July, 2005;
(c) $102.70 per share if redeemed on or prior to the last
day in July, 2006;
(d) $102.36 per share if redeemed on or prior to the last
day in July, 2007;
(e) $102.02 per share if redeemed on or prior to the last
day in July, 2008;
(f) $101.69 per share if redeemed on or prior to the last
day in July, 2009;
(g) $101.35 per share if redeemed on or prior to the last
day in July, 2010;
(h) $101.01 per share if redeemed on or prior to the last
day in July, 2011;
(i) $100.67 per share if redeemed on or prior to the last
day in July, 2012;
(j) $100.34 per share if redeemed on or prior to the last
day in July, 2013 and thereafter, $100.00 per share, and
(ii) in each case, an amount equivalent to the accrued and
unpaid dividends, if any, to the date of redemption.
(e) The manner of effecting such redemption shall be that which is
applicable to the Company's 4 1/2% Preferred Stock, Series A.
(f) The Company may deposit the aggregate redemption price (or the
portion thereof not already paid) with any bank or trust
company in the City of New York, New York or in the City of
Miami, Florida or with The First National Bank of Boston,
Transfer Agent and Registrar for the 6.75% Preferred Stock,
Series U.<PAGE>
<PAGE>
(g) Except as above set forth, the 6.75% Preferred Stock,
Series U, shall possess all of the characteristics of the
Company's 4 1/2% Preferred Stock, Series A.
3. The above amendment was duly adopted by the Stock Issuance
Committee of the Board of Directors of the Company on August 31, 1993.
This, the 31st day of August, 1993.
Florida Power & Light Company
PAUL J. EVANSON
Paul J. Evanson
Senior Vice President, Finance
and Chief Financial Officer
EXHIBIT 3(g)
ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION OF
FLORIDA POWER & LIGHT COMPANY
These Articles of Amendment to the Restated Articles of Incorporation,
as amended, of Florida Power & Light Company, were adopted by the Board
of Directors of Florida Power & Light Company on November 16, 1993, and
no shareholder action was required in accordance with Section 607.0631
of the Florida Business Corporation Act.
I.
The name of the Corporation is Florida Power & Light Company.
II.
The reduction in the number of authorized shares is 2,019,500 shares
of Preferred Stock, par value of $100 per share, which shares are
itemized under the following series:
37,500 shares of 10.08% Preferred Stock, Series J, par value of $100
per share;
750,000 shares of 8.70% Preferred Stock, Series K, par value of $100
per share;
500,000 shares of 8.84% Preferred Stock, Series L, par value of $100
per share;
302,000 shares of 8.70% Preferred Stock, Series M, par value of $100
per share;
65,000 shares of 11.32% Preferred Stock, Series O, par value of $100
per share;
350,000 shares of 8.50% Preferred Stock, Series P, par value of $100
per share; and
15,000 shares of 6.84% Preferred Stock, Series Q, par value of $100
per share.
III.
After giving effect to such reduction of shares, the total number of
shares which the Corporation is authorized to issue, itemized by class
and series, is as follows:
(1) 100,000 shares of 4 1/2% Preferred Stock, par value of $100
per share;
(2) 50,000 shares of 4 1/2% Preferred Stock, Series A, par value
of $100 per share;
(3) 15,672,500 shares of Preferred Stock, par value of $100 per
share, which shares are further classified as follows:
(a) 50,000 shares of 4 1/2% Preferred Stock, Series B;
(b) 62,500 shares of 4 1/2% Preferred Stock, Series C;
(c) 50,000 shares of 4.32% Preferred Stock, Series D;
(d) 50,000 shares of 4.35% Preferred Stock, Series E;
(e) 600,000 shares of 7.28% Preferred Stock, Series F;
(f) 400,000 shares of 7.40% Preferred Stock, Series G;
(g) 485,000 shares of 6.84% Preferred Stock, Series Q;
(h) 500,000 shares of 8.625% Preferred Stock, Series R;
(i) 750,000 shares of 6.98% Preferred Stock, Series S;
(j) 500,000 shares of 7.05% Preferred Stock, Series T;
(k) 650,000 shares of 6.75% Preferred Stock, Series U;
(l) 11,575,000 shares of Preferred Stock without serial
designation;<PAGE>
<PAGE>
(4) 10,000,000 shares of Preferred Stock without par value (No Par
Preferred Stock), which shares are further classified as follows:
(a) 5,000,000 shares of $2.00 No Par Preferred Stock, Series
A (Involuntary Liquidation Value $25 Per Share);
(b) 5,000,000 shares of No Par Preferred Stock without serial
designation;
(5) 5,000,000 shares of Subordinated Preferred Stock without par
value; and
(6) 1,000 shares of Common Stock without par value.
Dated: November 30, 1993 FLORIDA POWER & LIGHT COMPANY
By: PAUL J. EVANSON
Paul J. Evanson
Senior Vice President, Finance
and Chief Financial Officer
EXHIBIT 4(b)
This Instrument was prepared by:
Paul J. Evanson of
Florida Power & Light Company
700 Universe Boulevard, Juno Beach, Florida 33408
FLORIDA POWER & LIGHT COMPANY
to
BANKERS TRUST COMPANY
As Trustee under Florida Power & Light
Company's Mortgage and Deed of Trust,
Dated as of January 1, 1944.
Ninety-fourth Supplemental Indenture
Relating to $135,000,000 Principal Amount
of First Mortgage Bonds, 7.05% Series
due December 1, 2026
Dated as of December 1, 1993
This Supplemental Indenture has been executed in several counterparts,
all of which constitute but one and the same instrument. This
Supplemental Indenture has been recorded in several counties, and
documentary stamp taxes as required by law in the amount of $472,500.00,
and intangible taxes as required by law in the amount of $45,279.00,
were paid on the Supplemental Indenture recorded in the public records
of Palm Beach County, Florida.
Note to Examiner: The new bonds ("New Bonds") being issued in
connection with this Supplemental Indenture are secured by real property
and personal property located both within Florida and outside of
Florida. The aggregate fair market value of the collateral exceeds the
aggregate principal amount of (y) the New Bonds plus (z) the other
outstanding bonds secured by the mortgage supplemented hereby and all
previous supplemental indentures thereto. The intangible tax has been
computed pursuant to Section 199.133 (2), Florida Statutes, by
(i) determining the percentage of the aggregate fair market value of the
collateral constituting real property situated in Florida and by
multiplying that percentage times the principal amount of the New Bonds
(the result hereinafter defined as the "Tax Base") and (ii) multiplying
the tax rate times the Tax Base.<PAGE>
<PAGE>
NINETY-FOURTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the 1st day of December, 1993, made
and entered into by and between Florida Power & Light Company, a corporation
of the State of Florida, whose post office address is 700 Universe
Boulevard, Juno Beach, Florida 33408 (hereinafter sometimes called FPL),
and Bankers Trust Company, a corporation of the State of New York, whose
post office address is Four Albany Street, New York, New York 10006
(hereinafter sometimes called the Trustee), as the ninety-fourth
supplemental indenture (hereinafter called the Ninety-fourth
Supplemental Indenture) to the Mortgage and Deed of Trust, dated as of
January 1, 1944 (hereinafter called the Mortgage), made and entered into
by FPL, the Trustee and The Florida National Bank of Jacksonville, as
Co-Trustee (now resigned), the Trustee now acting as sole trustee under
the Mortgage, which Mortgage was executed and delivered by FPL to secure
the payment of bonds issued or to be issued under and in accordance with
the provisions thereof, reference to which Mortgage is hereby made, this
Ninety-fourth Supplemental Indenture being supplemental thereto;
Whereas, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the first series) issued thereunder
shall be established by Resolution of the Board of Directors of FPL and
that the form of such series, as established by said Board of Directors,
shall specify the descriptive title of the bonds and various other terms
thereof, and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring to the
terms and conditions upon which such bonds are to be issued and/or
secured under the Mortgage; and
Whereas, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon FPL by any provision of the
Mortgage, whether such power, privilege or right is in any way
restricted or is unrestricted, may be in whole or in part waived or
surrendered or subjected to any restriction if at the time unrestricted
or to additional restriction if already restricted, and FPL may enter
into any further covenants, limitations or restrictions for the benefit
of any one or more series of bonds issued thereunder, or FPL may cure
any ambiguity contained therein, or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds other than
said first series, by an instrument in writing executed and acknowledged
by FPL in such manner as would be necessary to entitle a conveyance of
real estate to record in all of the states in which any property at the
time subject to the Lien of the Mortgage shall be situated; and
Whereas, FPL now desires to create the series of bonds
described in Article I hereof and to add to its covenants and agreements
contained in the Mortgage certain other covenants and agreements to be
observed by it and to alter and amend in certain respects the covenants
and provisions contained in the Mortgage; and
Whereas, the execution and delivery by FPL of this
Ninety-fourth Supplemental Indenture, and the terms of the bonds,
hereinafter referred to in Article I, have been duly authorized by the
Board of Directors of FPL by appropriate resolutions of said Board of
Directors;
Now, Therefore, This Indenture Witnesseth: That FPL, in
consideration of the premises and of One Dollar to it duly paid by the
Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in further evidence of
assurance of the estate, title and rights of the Trustee and in order
further to secure the payment of both the principal of and interest and
premium, if any, on the bonds from time to time issued under the
Mortgage, according to their tenor and effect, and the performance of
all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage
provided) and of said bonds, hereby grants, bargains, sells, releases,
conveys, assigns, transfers, mortgages, pledges, sets over and confirms
(subject, however, to Excepted Encumbrances as defined in Section 6 of
the Mortgage) unto Bankers Trust Company, as Trustee under the Mortgage,
and to its successor or successors in said trust, and to said Trustee
and its successors and assigns forever, all property, real, personal and
mixed, acquired by FPL after the date of the execution and delivery of
the Mortgage (except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), now owned (except any properties
heretofore released pursuant to any provisions of the Mortgage and in
the process of being sold or disposed of by FPL) or, subject to the
provisions of Section 87 of the Mortgage, hereafter acquired by FPL and
wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same the scope and intent of the
foregoing) all lands, power sites, flowage rights, water rights, water
locations, water appropriations, ditches, flumes, reservoirs, reservoir
sites, canals, raceways, dams, dam sites, aqueducts, and all rights or
means for appropriating, conveying, storing and supplying water; all
rights of way and roads; all <PAGE>
<PAGE>
plants for the generation of electricity by steam, water and/or other
power; all power houses, gas plants, street lighting systems, standards
and other equipment incidental thereto, telephone, radio and television
systems, air-conditioning systems and equipment incidental thereto,
water works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts,
tracks, ice or refrigeration plants and equipment, offices, buildings
and other structures and the equipment thereof; all machinery, engines,
boilers, dynamos, electric, gas and other machines, regulators, meters,
transformers, generators, motors, electrical, gas and mechanical
appliances, conduits, cables, water, steam heat, gas or other pipes, gas
mains and pipes, service pipes, fittings, valves and connections, pole
and transmission lines, wires, cables, tools, implements, apparatus,
furniture, chattels, and choses in action; all municipal and other
franchises, consents or permits; all lines for the transmission and
distribution of electric current, gas, steam heat or water for any
purpose including towers, poles, wires, cables, pipes, conduits, ducts
and all apparatus for use in connection therewith; all real estate,
lands, easements, servitudes, licenses, permits, franchises, privileges,
rights of way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage, as
heretofore supplemented, expressly excepted) all the right, title and
interest of FPL in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection
with any property hereinbefore or in the Mortgage, as heretofore
supplemented, described.
Together With all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the aforesaid
property or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of Section 57 of
the Mortgage) the tolls, rents, revenues, issues, earnings, income,
products and profits thereof, and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which FPL
now has or may hereinafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
It Is Hereby Agreed by FPL that, subject to the provisions of
Section 87 of the Mortgage, all the property, rights, and franchises
acquired by FPL after the date hereof (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted) shall be and
are as fully granted and conveyed hereby and as fully embraced within
the Lien of the Mortgage, as if such property, rights and franchises
were now owned by FPL and were specifically described herein and
conveyed hereby.
Provided that the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed
hereunder and are hereby expressly excepted from the Lien and operation
of this Ninety-fourth Supplemental Indenture and from the Lien and
operation of the Mortgage, as heretofore supplemented, viz: (1) cash,
shares of stock, bonds, notes and other obligations and other securities
not hereafter specifically pledged, paid, deposited, delivered or held
under the Mortgage or covenanted so to be; (2) merchandise, equipment,
materials or supplies held for the purpose of sale in the usual course
of business and fuel (including Nuclear Fuel unless expressly subjected
to the Lien and operation of the Mortgage by FPL in a future
Supplemental Indenture), oil and similar materials and supplies
consumable in the operation of any properties of FPL; rolling stock,
buses, motor coaches, automobiles and other vehicles; (3) bills, notes
and accounts receivable, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage or covenanted so
to be; (4) the last day of the term of any lease or leasehold which may
hereafter become subject to the Lien of the Mortgage; (5) electric
energy, gas, ice, and other materials or products generated,
manufactured, produced or purchased by FPL for sale, distribution or use
in the ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) FPL's franchise to be a corporation; and
(7) the properties already sold or in the process of being sold by FPL
and heretofore released from the Mortgage and Deed of Trust, dated as of
January 1, 1926, from Florida Power & Light Company to Bankers Trust
Company and The Florida National Bank of Jacksonville, trustees, and
specifically described in three separate releases executed by Bankers
Trust Company and The Florida National Bank of Jacksonville, dated
July 28, 1943, October 6, 1943 and December 11, 1943, which releases
have heretofore been delivered by the said trustees to FPL and recorded
by FPL among the Public Records of all Counties in which such properties
are located; provided, however, that the property and rights expressly
excepted from the Lien and operation of the Mortgage in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to
be so excepted in the event and as of the date that the Trustee or a
receiver or trustee shall enter upon and take possession of the
Mortgaged and Pledged Property in the manner provided in Article XIII of
the Mortgage by reason of the occurrence of a Default as defined in
Section 65 thereof.
To Have And To Hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by FPL as
aforesaid, or intended so to be, unto Bankers Trust Company, the
Trustee, and its successors and assigns forever.
In Trust Nevertheless, for the same purposes and upon the same
terms, trusts and conditions and <PAGE>
<PAGE>
subject to and with the same provisos and covenants as are set forth in
the Mortgage, as heretofore supplemented, this Ninety-fourth
Supplemental Indenture being supplemental thereto.
And It Is Hereby Covenanted by FPL that all terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall
affect and apply to the property hereinbefore described and conveyed and
to the estate, rights, obligations and duties of FPL and the Trustee and
the beneficiaries of the trust with respect to said property, and to the
Trustee and its successors as Trustee of said property in the same
manner and with the same effect as if said property had been owned by
FPL at the time of the execution of the Mortgage, and had been
specifically and at length described in and conveyed to said Trustee, by
the Mortgage as a part of the property therein stated to be conveyed.
FPL further covenants and agrees to and with the Trustee and
its successors in said trust under the Mortgage, as follows:
ARTICLE I
Ninety-fourth Series of Bonds
Section 1. (I) There shall be a series of bonds designated
"7.05% Series due December 1, 2026", herein sometimes referred to as the
"Ninety-fourth Series", each of which shall also bear the descriptive
title First Mortgage Bond, and the form thereof, which shall be
established by Resolution of the Board of Directors of FPL, shall
contain suitable provisions with respect to the matters hereinafter in
this Section specified. Bonds of the Ninety-fourth Series shall mature
on December 1, 2026 and shall be issued as fully registered bonds in
denominations of One Thousand Dollars and, at the option of FPL, in any
multiple or multiples of One Thousand Dollars (the exercise of such
option to be evidenced by the execution and delivery thereof); they
shall bear interest at the rate of 7.05% per annum, payable semi-
annually on June 1 and December 1 of each year; the principal of and
interest on each said bond to be payable at the office or agency of FPL
in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is
legal tender for public and private debts. Bonds of the Ninety-fourth
Series shall be dated as in Section 10 of the Mortgage provided.
(II) Bonds of the Ninety-fourth Series shall not be
redeemable prior to December 1, 2003. On and after December 1, 2003,
bonds of the Ninety-fourth Series shall be redeemable either at the
option of FPL or pursuant to the requirements of the Mortgage
(including, among other requirements, the application of cash delivered
to or deposited with the Trustee pursuant to the provisions of
Section 39 or Section 64 of the Mortgage or with proceeds of Released
Property) in whole at any time, or in part from time to time, prior to
maturity, upon notice, as provided in Section 52 of the Mortgage, mailed
at least thirty (30) days prior to the date fixed for redemption, at the
following general redemption prices, expressed in percentages of the
principal amount of the bonds to be redeemed:
General Redemption Prices
If redeemed during the 12 month period ending November 30,
2004 . . . . . . . .102.73% 2016. . . . . . . . .100.00%
2005 . . . . . . . .102.46% 2017. . . . . . . . .100.00%
2006 . . . . . . . .102.19% 2018. . . . . . . . .100.00%
2007 . . . . . . . .101.91% 2019. . . . . . . . .100.00%
2008 . . . . . . . .101.64% 2020. . . . . . . . .100.00%
2009 . . . . . . . .101.37% 2021. . . . . . . . .100.00%
2010 . . . . . . . .101.09% 2022. . . . . . . . .100.00%
2011 . . . . . . . .100.82% 2023. . . . . . . . .100.00%
2012 . . . . . . . .100.55% 2024. . . . . . . . .100.00%
2013 . . . . . . . .100.27% 2025. . . . . . . . .100.00%
2014 . . . . . . . .100.00% 2026. . . . . . . . .100.00%
2015 . . . . . . . .100.00%
in each case, together with accrued interest to the date fixed for
redemption.
(III) At the option of the registered owner, any bonds of
the Ninety-fourth Series, upon surrender thereof<PAGE>
<PAGE>
for cancellation at the office or agency of FPL in the Borough of
Manhattan, The City of New York, together with a written instrument of
transfer wherever required by FPL, duly executed by the registered owner
or by his duly authorized attorney, shall (subject to the provisions of
Section 12 of the Mortgage) be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized
denominations.
Bonds of the Ninety-fourth Series shall be transferrable
(subject to the provisions of Section 12 of the Mortgage) at the office
or agency of FPL in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Ninety-fourth
Series, FPL may make a charge therefor sufficient to reimburse it for
any tax or taxes or other governmental charge, as provided in Section 12
of the Mortgage, but FPL hereby waives any right to make a charge in
addition thereto for any exchange or transfer of bonds of the
Ninety-fourth Series.
ARTICLE II
Dividend Covenant
Section 2. Section 3 of the Third Supplemental Indenture, as
heretofore amended, is hereby further amended by inserting the words "or
Ninety-fourth Series" immediately before the words "remain Outstanding".
ARTICLE III
Miscellaneous Provisions
Section 3. Subject to the amendments provided for in this
Ninety-fourth Supplemental Indenture, the terms defined in the Mortgage,
as heretofore supplemented, shall, for all purposes of this
Ninety-fourth Supplemental Indenture, have the meanings specified in the
Mortgage, as heretofore supplemented.
Section 4. The Trustee hereby accepts the trust herein
declared, provided, created or supplemented and agrees to perform the
same upon the terms and conditions herein and in the Mortgage, as
heretofore supplemented, set forth and upon the following terms and
conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Ninety-fourth Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made by FPL solely.
In general, each and every term and condition contained in Article XVII
of the Mortgage, as heretofore amended, shall apply to and form part of
this Ninety-fourth Supplemental Indenture with the same force and effect
as if the same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make the
same conform to the provisions of this Ninety-fourth Supplemental
Indenture.
Section 5. Whenever in this Ninety-fourth Supplemental
Indenture either of the parties hereto is named or referred to, this
shall, subject to the provisions of Articles XVI and XVII of the
Mortgage, as heretofore amended, be deemed to include the successors and
assigns of such party, and all the covenants and agreements in this
Ninety-fourth Supplemental Indenture contained by or on behalf of FPL,
or by or on behalf of the Trustee, or either of them, shall, subject as
aforesaid, bind and inure to the respective benefits of the respective
successors and assigns of such parties, whether so expressed or not.
Section 6. Nothing in this Ninety-fourth Supplemental
Indenture, expressed or implied, is intended, or shall be construed, to
confer upon, or to give to, any person, firm or corporation, other than
the parties hereto and the holders of the bonds and coupons Outstanding
under the Mortgage, any right, remedy or claim under or by reason of
this Ninety-fourth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Ninety-fourth
Supplemental Indenture contained by or on behalf of FPL shall be for the
sole and exclusive benefit of the parties hereto, and of the holders of
the bonds and coupons Outstanding under the Mortgage.
Section 7. The Mortgage, as heretofore supplemented and
amended and as supplemented hereby, is intended by the parties hereto,
as to properties now or hereafter encumbered thereby and located within
the State of Georgia, to operate and is to be construed as granting a
lien only on such properties and not as a deed passing title thereto.<PAGE>
<PAGE>
Section 8. This Ninety-fourth Supplemental Indenture shall
be executed in several counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.
In Witness Whereof, FPL has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by its
President or one of its Vice Presidents, and its corporate seal to be
attested by its Secretary or one of its Assistant Secretaries for and in
its behalf and Bankers Trust Company has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by one of
its Vice Presidents or Assistant Vice Presidents, and its corporate seal
to be attested by one of its Assistant Vice Presidents or one of its
Assistant Secretaries, all as of the day and year first above written.
Florida Power & Light Company
By PAUL J. EVANSON
Paul J. Evanson
Senior Vice President,
Finance and Chief Financial Officer
700 Universe Boulevard
Juno Beach, FL 33408
Attest:
PETER D. BOYLAN
Peter D. Boylan
Assistant Treasurer and
Assistant Secretary
700 Universe Boulevard
Juno Beach, FL 33408
Executed, sealed and delivered by
Florida Power & Light Company
in the presence of:
DAVID A. HOLT
David A. Holt
MICHELE T. CANINO
Michele T. Canino<PAGE>
<PAGE>
Bankers Trust Company,
As Trustee
By ROBERT CAPORALE
Robert Caporale
Vice President
4 Albany Street - 4th Floor
New York, NY 10006
Attest:
SHIKHA DOMBEK
Shikha Dombek
Assistant Secretary
4 Albany Street - 4th Floor
New York, NY 10006
Executed, sealed and delivered by
Bankers Trust Company
in the presence of:
JOHN FLORIO
John Florio
DENISE MITCHELL
Denise Mitchell<PAGE>
<PAGE>
State of Florida
County of Palm Beach ss.:
On the 8th day of December, in the year 1993, before me personally
came Paul J. Evanson, to me known, who, being by me duly sworn, did
depose and say that he resides at 12087 Turtle Beach Road, North Palm
Beach, Florida 33408; that he is the Senior Vice President, Finance and
Chief Financial Officer of Florida Power & Light Company, one of the
corporations described in and which executed the above instrument; that
he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order
of the Board of Directors of said corporation, and that he signed his
name thereto by like order.
I Hereby Certify, that on this 8th day of December, 1993, before me
personally appeared Paul J. Evanson and Peter D. Boylan, respectively,
the Senior Vice President, Finance and Chief Financial Officer and an
Assistant Treasurer and Assistant Secretary of Florida Power & Light Company,
a corporation under the laws of the State of Florida, to me known to be
the persons described in and who executed the foregoing instrument and
severally acknowledged the execution thereof to be their free act and
deed as such officers, for the uses and purposes therein mentioned; and
that they affixed thereto the official seal of said corporation, and
that said instrument is the act and deed of said corporation.
Paul J. Evanson and Peter D. Boylan produced Florida Driver's License
No. E152-690-41-216-0 and Florida Driver's License No. B450-664-52-048
as identification, respectively, and did take an oath.
Witness my signature and official seal at Juno Beach, in the County of
Palm Beach, and State of Florida, the day and year last aforesaid.
BRENDA F. SMITH
Brenda F. Smith
Notary Public, State of
Florida
Commission No. CC 198030
My Commission Expires
May 3, 1996<PAGE>
<PAGE>
State of New York
County of New York ss.:
On the 8th day of December, in the year 1993, before me personally
came Robert Caporale, to me known, who, being by me duly sworn, did
depose and say that he resides at 25 Lake Street, White Plains, New
York; that he is a Vice President of Bankers Trust Company, one of the
corporations described in and which executed the above instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation, and that he signed his name
thereto by like order.
I Hereby Certify, that on this 8th day of December, 1993, before me
personally appeared Robert Caporale and Shikha Dombek, respectively, a
Vice President and an Assistant Secretary of Bankers Trust Company, a
corporation under the laws of the state of New York, to me known to be
the persons described in and who executed the foregoing instrument and
severally acknowledged the execution thereof to be their free act and
deed as such officers, for the uses and purposes therein mentioned; and
that they affixed thereto the official seal of said corporation, and
that said instrument is the act and deed of said corporation.
Robert Caporale and Shikha Dombek produced New York Driver's License
No. C01579 27892 342291 62 and New York Driver's License
No. G21620 81923 203244 64 as identification, respectively, and did take
an oath.
Witness my signature and official seal at New York City, in the County
of New York, and State of New York, the day and year last aforesaid.
MARIA A. JOHNSON
EXHIBIT 12(a)
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991 1990 1989
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Earnings, as defined:
Net income $467,960 $514,800 $417,517 $424,804 $436,885
Income taxes 239,890 264,588 183,364 182,587 204,863
Fixed charges, as below 348,028 338,219 326,686 312,812 305,509
Total earnings, as defined $1,055,878 $1,117,607 $927,567 $920,203 $947,257
Fixed charges, as defined:
Interest expense $327,085 $315,799 $311,152 $302,869 $292,747
Rental interest factor 9,501 9,567 6,353 5,192 6,604
Fixed charges included in
nuclear fuel cost 11,442 12,853 9,181 4,751 6,158
Total fixed charges,
as defined $348,028 $338,219 $326,686 $312,812 $305,509
Ratio of earnings to fixed
charges 3.03 3.30 2.84 2.94 3.10
</TABLE>
EXHIBIT 12(b)
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991 1990 1989
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Earnings, as defined:
Net income $467,960 $514,800 $417,517 $424,804 $436,885
Income taxes 239,890 264,588 183,364 182,587 204,863
Fixed charges, as below 348,028 338,219 326,686 312,812 305,509
Total earnings, as defined $1,055,878 $1,117,607 $927,567 $920,203 $947,257
Fixed charges, as defined:
Interest expense $327,085 $315,799 $311,152 $302,869 $292,747
Rental interest factor 9,501 9,567 6,353 5,192 6,604
Fixed charges included in
nuclear fuel cost 11,442 12,853 9,181 4,751 6,158
Total fixed charges,
as defined 348,028 338,219 326,686 312,812 305,509
Non-tax deductible preferred
stock dividend requirements 42,663 43,901 41,256 43,600 43,782
Ratio of income before income
taxes to net income 1.51 1.51 1.44 1.43 1.47
Preferred stock dividend
requirements before
income taxes 64,421 66,291 59,409 62,348 64,360
Combined fixed charges and
preferred stock dividend
requirements $412,449 $404,510 $386,095 $375,160 $369,869
Ratio of earnings to combined
fixed charges and preferred
stock dividend requirements 2.56 2.76 2.40 2.45 2.56
</TABLE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-40123 on Form S-3, Registration Statement No. 33-46076 on Form S-
3, as amended by Amendment No. 1 thereto and Registration Statement No.
33-61390 on Form S-3 of Florida Power & Light Company, of our report
dated February 11, 1994 appearing in this Annual Report on Form 10-K of
Florida Power & Light Company for the year ended December 31, 1993.
DELOITTE & TOUCHE
Miami, Florida
March 21, 1994
