<PAGE>
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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, 1994
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 offices)
(Zip Code)
(407) 694-4647
(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, 1995 was zero.
As of February 28, 1995 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:
<TABLE>
<CAPTION>
Term Meaning
<S> <C>
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
environmental clause Environmental Compliance Cost Recovery Clause
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
Thrift Plans FPL Group Employee Thrift Plans
/TABLE
<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 1994, FPL served approximately 3.4 million customer accounts.
Operating revenues amounted to approximately $5.3 billion, of which
about 55% was derived from residential customers, 35% from commercial
customers, 4% from industrial customers and 6% 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 provide approximately 99%
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 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 $5 million to $16 million annually
for the years 1995 through 1999. These amounts are included in FPL's
projected capital expenditures set forth in Item 1.
Business - 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. FPL's currently
authorized ROE range is 11% to 13% with a midpoint of 12%. Base
rates are determined in rate proceedings which occur at irregular
intervals at the initiative of FPL, the FPSC or a substantially
affected party.
In Florida, electric utility companies are required to file historic
and projected revenue and cost data with the FPSC at least every four
years. The FPSC can either reaffirm current rates and practices or
take action leading to a rate proceeding. FPL is next required to
file such data with the FPSC by April 30, 1995 and expects an FPSC
decision in late 1995.
Fuel costs are recovered through levelized 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. Costs of complying with
federal, state and local environmental regulations are recovered
through the environmental clause to the extent not included in base
rates.<PAGE>
<PAGE>
The FPSC has the authority 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.
Competition. Competitive forces affecting the sale of electrical
energy may result in a transition from cost-based to market-based
pricing. Initiatives in various parts of the country have proposed
changing or phasing out traditional cost-of-service regulation,
particularly with regard to the generation of electricity. The
California Public Utilities Commission, for example, has proposed
allowing large industrial customers to purchase electricity from
generators outside of the current utility's service territory by
1996. Other customers would be allowed to choose their supplier in
future years, culminating in total retail competition by the year
2002. These proposals are the subject of considerable debate, and
are not yet effective; however, they are an indication of increasing
competitive pressures in the electric utility industry. FPL
currently faces competition from other suppliers of electrical energy
for wholesale customers and from alternative energy sources and
self-generation for other customer groups, primarily industrial
customers. In 1994, operating revenues from wholesale and industrial
customers represented 1% and 4%, respectively, of FPL's total
operating revenues. Florida law does not currently permit
competition among regulated and non-regulated suppliers of electrical
energy for retail customers and actions such as those in California
have not been proposed in Florida. However, in order to be prepared
in the event that greater retail competition arises in FPL's market,
FPL has instituted aggressive ongoing cost control efforts, including
significant reductions in capital expenditures and workforce.
While state regulatory commissions will decide what impact, if any,
competitive forces will have on retail transactions, the FERC has
jurisdiction over potential changes which could affect competition in
wholesale transactions. In 1994, the FERC announced broad policies
governing transmission access and pricing. In general, these
policies may require a utility to provide to third parties access to
the utility's transmission system on a basis comparable to the uses
the utility makes of its own system and at comparable costs.
In 1993, FPL filed with the FERC a comprehensive revision of its
service offerings in the wholesale market. FPL 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. Hearings on this filing are underway and a final
decision on this case is not expected until sometime in 1997. FPL
began collecting the proposed rates in 1994, subject to refund
pending the final outcome of the case.
The structure and pricing of network transmission service to the
FMPA, an association of municipal electric utilities operating in the
state, is the subject of a separate FERC proceeding. In 1994, FPL
filed its proposal for network transmission service to the FMPA in
compliance with a FERC order approving FPL's pricing mechanism. The
FMPA continues to dispute the appropriateness and application of this
ruling.
FPL is presently a defendant in three antitrust suits, including one
filed by the FMPA. The complaints include an alleged inability to
utilize FPL's transmission facilities to wheel power. See Item 3.
Legal Proceedings.
System Capability and Load. FPL's resources for serving load as of
December 31, 1994 consist of 18,146 mw of electric power generated by
FPL-owned facilities (see Item 2. Properties - Generating Facilities)
and obtained through purchased power contracts. FPL intends to
satisfy future load, which reflects projected annual growth in kwh
sales of 2.6% over the next 5 years, through the final installment on
the phased acquisition of Scherer Unit No. 4 and approximately 400 mw
of additional purchased power under existing contracts with new
qualifying facilities. The historic annual growth rate of kwh sales
was 3.9% for the three years ended December 31, 1994. See Note 11.
Customer usage and operating revenues are typically higher during the
summer months largely due to the prevalent use of air conditioning in
FPL's service territory. On February 9, 1995, FPL reached an all-
time energy peak demand of approximately 16,563 mw. At that time,
FPL was able to meet the peak with available installed generation and
purchased power and did not have to implement its 700 mw of load
management resources.
Capital Expenditures. FPL's capital expenditures, including AFUDC,
totaled approximately $770 million in 1994, $1.1 billion in 1993 and
$1.3 billion in 1992. Capital expenditures for the 1995-99 period
are expected to be $3.0 billion, including $712 million in 1995.
This estimate is subject to continuing review and adjustment, and
actual capital expenditures may vary from this estimate.
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 Turkey Point Units Nos. 3 and 4 expire in 2012
and 2013, respectively. The nuclear units are periodically removed
from service to accommodate normal refueling and maintenance outages,
repairs and certain other modifications. A condition of the
operating license for each unit requires an approved plan for
decontamination and decommissioning. FPL's current plans provide for
prompt<PAGE>
<PAGE>
dismantlement of the Turkey Point units commencing in the year 2013.
St. Lucie Unit No. 1 will be mothballed in 2016 until 2023 when
dismantlement of both Unit No. 1 and Unit No. 2 will commence. See
estimated cost data in Note 1.
Indications of abnormal degradation have been found in the
pressurized water circulation tubes of the St. Lucie Unit No. 1 steam
generators and FPL has determined that they will need to be replaced.
Replacement steam generators have been ordered and are scheduled to
be installed and in service by the end of 1998. The cost of
replacing the steam generators by 1998 is included in FPL's projected
capital expenditures set forth above. The remaining undepreciated
cost of the existing steam generators and the related removal cost is
being recorded in depreciation expense in approximately equal annual
amounts through 1998.
Fuel. FPL's generating plants are fueled by nuclear fuel, natural
gas, residual and distillate oil and coal. The diverse fuel options,
along with purchased power, enable FPL to shift between sources of
generation to achieve an economical fuel mix. FPL's oil requirements
are obtained under short-term contracts and in the spot market.
FPL has contracts in place with FGT that satisfy substantially all of
the anticipated needs for natural gas transportation over the next
ten years. The existing contracts expire in 2005 and 2010, but can
be extended at FPL's option. To the extent desirable, FPL can also
purchase interruptible gas transportation service from FGT based on
pipeline availability. FPL has a 15-year firm natural gas supply
contract at market rates with an affiliate of FGT to provide
approximately two-thirds of FPL's anticipated needs for natural gas
volume. The remainder of FPL's gas requirements will be purchased
under other contracts and in the spot market.
FPL has, through its joint ownership interest in SJRPP Units Nos. 1
and 2, long-term coal supply and transportation contracts for a
significant portion of the fuel needs for those units. All of the
transportation requirements and a portion of the fuel supply needs
for Scherer Unit No. 4 are covered by a series of annual and
long-term contracts. The remaining coal requirements will be
obtained under additional contracts and in the spot market.
FPL leases nuclear fuel for all four of its nuclear units. See
Note 10. 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 based on current generation from nuclear
power plants. Through 1994, FPL has paid approximately $290 million
to the DOE for future transportation and storage. 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.
In 1994, FPL entered into a 20-year contract with Bitor America to
purchase Orimulsion, a fuel that is an emulsion of bitumen and water
and is priced equivalently to coal. The contract is contingent upon
FPL obtaining an operating permit from environmental agencies to use
Orimulsion at the Manatee units. The environmental permitting
process is underway and final rulings are expected by late 1995. FPL
has committed to purchase Orimulsion to satisfy approximately 60% of
the capacity of the Manatee units, but may elect to purchase enough
Orimulsion to satisfy Manatee's total capacity. See Item 2.
Properties - Generating Facilities. The FPSC has authorized FPL to
recover through the fuel clause on an accelerated basis the capital
costs of modifying the Manatee units to burn Orimulsion as well as
any incremental operating and maintenance costs. The FPSC also found
that FPL's decision to convert these units to burn Orimulsion was
prudent and reasonable. FPL expects to be using Orimulsion in 1998.
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, including leukemia and brain
cancer; other studies have been inconclusive, contradicted earlier
studies 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, resulting from
EMF.
Employees. FPL had approximately 11,800 employees at December 31,
1994. Approximately 36% of the employees are represented by the
International Brotherhood of Electrical Workers whose collective
bargaining agreement with FPL expires October 31, 1997.<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 49%, 12%,
32% and 7%, respectively, of FPL's gross investment in electric
utility plant in service.
Generating Facilities. FPL has improved its ability to operate
generating units at higher output levels to help meet peak loads. As
a result of equipment upgrades and changes in operating procedures,
FPL has gained approximately 570 mw of capacity. As of December 31,
1994, FPL had the following generating facilities:
<TABLE>
<CAPTION>
Net Warm Weather
No. of Peaking
Facility Location Units Fuel Capability (mw)
<S> <C> <C> <C> <C>
STEAM TURBINES
Cape Canaveral ................................. Cocoa, FL 2 Oil/Gas 810
Cutler ......................................... Miami, FL 2 Gas 215
Fort Myers ..................................... Fort Myers, FL 2 Oil 542
Manatee ........................................ Parrish, FL 2 Oil 1,638
Martin ......................................... Indiantown, FL 2 Oil/Gas 1,638
Port Everglades ................................ Port Everglades, FL 4 Oil/Gas 1,237
Riviera ........................................ Riviera Beach, FL 2 Oil/Gas 574
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 934
Scherer ........................................ Monroe County, GA 1 Coal 539(3)
Turkey Point ................................... Florida City, FL 2 Oil/Gas 796
2 Nuclear 1,332
COMBINED CYCLE
Lauderdale ..................................... Dania, FL 2 Gas/Oil 860
Martin ......................................... Indiantown, FL 2 Gas 860
Putnam ......................................... Palatka, FL 2 Gas/Oil 498
COMBUSTION TURBINES
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
Turkey Point ................................... Florida City, FL 5 Oil 14
TOTAL ............................................ 16,230
(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 the FMPA's combined share of approximately 15% of St. Lucie Unit No. 2.
(3) Represents FPL's approximately 66% ownership of Scherer Unit No. 4, which is jointly owned with the JEA and Georgia
Power Company. FPL has contracted to purchase an additional 11% (90 mw) undivided ownership interest in Scherer Unit
No. 4 in June 1995.
</TABLE>
Transmission and Distribution. FPL owns and operates 464 substations
with a total capacity of 101,311,970 kva. Electric transmission and
distribution lines owned and in service as of December 31, 1994 are
as follows:
<TABLE>
<CAPTION>
Overhead Lines Trench and Submarine
Nominal Voltage Pole Miles Cable Miles
<S> <C> <C>
500 kv ............................................................ 1,050(1) -
230 kv ............................................................ 2,189 31
138 kv ............................................................ 1,378 45
115 kv ............................................................ 637 -
69 kv ............................................................ 167 15
Less than 69 kv ................................................... 38,311 18,035
Total ............................................................. 43,732 18,126
(1) Includes approximately 80 miles owned jointly with the JEA.
</TABLE>
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.
<PAGE>
<PAGE>
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 (wheel) the power to the facility. Florida
Power and FPL denied the request as being inconsistent with Florida
law and public policy. The FPSC 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 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.
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, before
trebling under antitrust law, plus other unspecified compensatory and
punitive damages. FPL's motion for summary judgment has been denied.
FPL is appealing the denial.
In December 1991, the FMPA, an association of municipal electric
utilities operating in the state, filed a suit against FPL in the
Circuit Court of the Ninth Judicial Circuit in Orange County,
Florida. The suit was subsequently removed to the United States
District Court for the Middle District of Florida. The FMPA alleges
that FPL is in breach of a "contract," consisting of several
different documents, by refusing to provide transmission service to
the FMPA and its members on the FMPA's terms. The FMPA also alleges
that FPL has violated federal and Florida antitrust laws by
monopolizing or attempting to monopolize the provision, coordination
and transmission of electric power in FPL's area of operation by
refusing to provide transmission service or to permit the FMPA to
invest in and use FPL's transmission system on the FMPA's terms. The
FMPA seeks $140 million in damages, before trebling for the antitrust
claim, and asks the court to require FPL: to transmit electric power
among the FMPA and its members on "reasonable terms and conditions";
to permit the FMPA to contribute to and use FPL's transmission system
on "reasonable terms and conditions"; and to recognize the FMPA
transmission investments as part of FPL's transmission system such
that the FMPA can obtain transmission on a basis equivalent to FPL
or, alternatively, to provide transmission service equivalent to such
FMPA transmission ownership. In December 1993, the District Court
granted summary judgment in favor of FPL. The FMPA has appealed.
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 these proceedings
are not anticipated to have a material adverse effect on FPL's
financial statements. However, in the event that FPL does not
prevail in these suits, there may be a material adverse effect on
FPL's financial position or results of operations.
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 6.
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992 1991 1990
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA:
Operating revenues ............... $ 5,342,656 $ 5,224,299 $ 5,100,463 $ 5,158,766 $4,987,690
Net income available to FPL Group $ 528,515 $ 425,297(1) $ 470,899 $ 376,261(1) $ 381,204
Total assets ..................... $11,821,452 $11,911,342 $11,348,626 $10,515,808 $9,820,551
Long-term debt, excluding
current maturities ............. $ 3,581,157 $ 3,463,065 $ 3,404,404 $ 3,186,828 $3,109,360
Obligations under capital leases,
excluding current maturities ... $ 185,647 $ 271,498 $ 324,198 $ 279,657 $ 74,887
Preferred stock with sinking
fund requirements, excluding
current maturities ............. $ 94,000 $ 97,000 $ 130,150 $ 150,150 $ 165,950
SELECTED OPERATING STATISTICS:
Energy sales (millions of kwh) ... 77,096 72,455 69,290 68,712 66,763
Energy sales:
Residential .................... 50.2% 50.2% 49.3% 50.4% 50.2%
Commercial ..................... 38.8 39.3 39.0 39.6 39.7
Industrial ..................... 5.0 5.4 5.9 5.9 6.1
Interchange power sales ........ 2.5 2.6 2.4 1.6 1.6
Other (2) ...................... 3.5 2.5 3.4 2.5 2.4
Total ............................ 100.0% 100.0% 100.0% 100.0% 100.0%
Approximate 60-minute net peak served (mw):
Summer season .................. 15,179 15,266 14,661 14,123 13,754
Winter season (3) .............. 16,563 12,594 12,964 13,319 11,868
Average number of customer accounts:
Residential .................... 3,037,628 2,973,688 2,911,812 2,863,203 2,801,210
Commercial ..................... 366,415 358,378 350,271 343,837 337,134
Industrial ..................... 15,587 14,853 14,791 15,350 16,659
Other .......................... 2,562 3,261 4,376 4,079 3,820
Total ............................ 3,422,192 3,350,180 3,281,250 3,226,469 3,158,823
Average price per kwh
sold (cents) (4) ............... 6.82 7.10 7.25 7.39 7.37
(1) Reduced by after-tax effect of a cost reduction program charge in 1993 of $85 million and a restructuring charge in 1991 of
$56 million.
(2) Includes unbilled sales.
(3) The winter season generally represents November and December of the current year and January through March of the
following year.
(4) Includes unbilled and deferred cost recovery clause revenues.
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
FPL's operating results reflect management's continuing focus on
controlling costs and on reducing the net investment in assets used
in electric utility operations. Increased energy sales, combined
with cost control efforts, resulted in increased earnings in 1994
despite higher depreciation expense, as well as costs associated with
the consolidation of facilities and inventory reductions. Also,
reduced operating expenses reflect the benefits of the 1993 cost
reduction program which lowered FPL's work force by approximately
1,700 positions. The charge associated with the cost reduction
program, primarily consisting of severance pay and employee
retirement benefits, adversely affected net income in 1993. See
Note 4.
FPL's retail operations, which represent approximately 99% of
operating revenues, are regulated by the FPSC. FPL reported a retail
regulatory ROE of 12.3%, 9.8% and 12.4% in 1994, 1993 and 1992,
respectively. The ROE range authorized by the FPSC for these periods
was 11% to 13% with a midpoint of 12%.<PAGE>
<PAGE>
Operating revenues from energy sales primarily consist of revenues
from base rates and cost recovery clauses. Revenues from base rates
were $3.2 billion, $3.0 billion and $2.9 billion in 1994, 1993 and
1992, respectively. There were no changes in base rates during those
years. Revenues from cost recovery clauses (including fuel) and
franchise fees represent a pass-through of costs and do not
significantly affect net income. Such revenues declined in each of
the years 1994, 1993 and 1992 primarily due to lower fuel costs.
Retail customer growth was 2.1%, 2.1% and 1.7% in 1994, 1993 and
1992, respectively. Customer growth, together with favorable weather
conditions and an improving economy, increased energy sales in 1994
and 1993. The benefits of customer growth in 1992 were largely
offset by the effects of Hurricane Andrew.
Other operations and maintenance expense in 1994 reflects
management's determination to control costs and a full year of lower
employee-related expenses resulting from the 1993 cost reduction
program. Partially offsetting these reductions were charges
associated with facilities consolidation (including capital lease
terminations) and inventory reductions, as well as costs relating to
the growth in customer base and placement of additional generating
units in service. FPL also incurred costs relating to four planned
nuclear refueling outages in 1994 compared to two in 1993. Two of
the outages occurred in the fourth quarter of 1994 affecting the
comparison of quarterly results. Other operations and maintenance
expense in 1993 was adversely affected by the cost of supporting an
increasing customer base, as well as the implementation of two new
accounting standards relating to postretirement and postemployment
benefits. The 1993 benefit of the cost reduction program on other
operations and maintenance expense was limited as it was implemented
late in the year. Other operations and maintenance expense is
expected to decline in 1995, despite projected sales growth,
primarily due to two fewer nuclear refueling outages, the absence of
the facilities consolidation and inventory reduction charges recorded
in 1994 and continuing cost control measures.
An increase in depreciation rates for generating units, as well as
the accelerated write-off of plant overhaul costs from prior years,
consistent with FPSC orders, resulted in higher depreciation expense
in 1994. Depreciation expense in all periods reflects higher utility
plant balances added to meet customer growth. A proposal by FPL to
increase its nuclear decommissioning and fossil fuel plant
dismantlement accruals is pending FPSC approval. In addition, FPL
requested and the FPSC approved, in February 1995, the amortization
of approximately $111 million of deferred litigation items over a
period not to exceed five years. These actions, together with
continued growth in electric utility plant, will result in higher
depreciation expense in future years. See Note 1.
AFUDC declined in 1994 due to the completion of new generating
capacity placed in service in 1994 and 1993. During the past few
years, FPL has refinanced substantially all of its existing debt with
lower interest rate instruments. In addition, efforts continued in
1994 to reduce the overall debt level and replace some higher fixed
interest rate debt with currently lower cost variable interest rate
debt. These activities led to the decline in interest expense in
1994.
Liquidity and Capital Resources
FPL's primary capital requirements consist of expenditures to meet
increased electricity usage and customer growth. Total capital
expenditures for the period 1995 through 1999, including AFUDC, are
expected to be approximately $3.0 billion, including $712 million in
1995. See Note 11. FPL's capital expenditure forecast has declined
significantly over the past few years as a result of continuing
efforts to reduce costs and the completion of its generation
expansion plan. No new generating plants are expected to be
constructed before the year 2004.
Debt maturities and minimum sinking fund requirements will require
cash outflows of approximately $612 million through 1999, including
$86 million in 1995. See Notes 7 and 8. It is anticipated that cash
requirements for construction expenditures and debt repayments in
1995 will be financed from internally generated funds. FPL expects no
new long-term external financings in 1995; however, refinancing of
existing debt or preferred stock with lower interest rate
instruments, which could include variable interest rate debt, may
occur based on market conditions. Excess internally generated funds
and contributions from FPL Group may be used to reduce outstanding
debt or preferred stock. Currently, FPL dividends to FPL Group its
net income available to FPL Group. Any temporary cash shortages will
be met by the issuance of commercial paper. Bank lines of credit
currently available to FPL aggregate $820 million.
FPL self-insures for damage to certain transmission and distribution
properties and maintains a funded reserve to guard against storm
losses. Bank lines of credit of $300 million, included in the $820
million above, are available if needed to provide cash for
restoration costs. The FPSC has indicated that it would consider
future storm losses in excess of the funded reserve for possible
recovery from ratepayers.
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. At December 31, 1994, limits under FPL's
charter and mortgage would allow the issuance of approximately
$1.4 billion of additional unsecured debt and $5.7 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, 1994 it was 2.6.<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, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements 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, 1994 and
1993 and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
February 10, 1995<PAGE>
<PAGE>
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
OPERATING REVENUES ...................................................... $5,342,656 $5,224,299 $5,100,463
OPERATING EXPENSES:
Fuel, purchased power and interchange ................................. 1,715,345 1,758,298 1,829,908
Other operations and maintenance ...................................... 1,230,171 1,251,284 1,203,474
Depreciation and amortization ......................................... 713,352 586,543 542,129
Income taxes .......................................................... 322,435 243,022 264,974
Cost reduction program charge ......................................... - 138,000 -
Taxes other than income taxes ......................................... 529,301 523,724 495,587
Total operating expenses ............................................ 4,510,604 4,500,871 4,336,072
OPERATING INCOME ........................................................ 832,052 723,428 764,391
OTHER INCOME:
Allowance for equity funds used during construction ................... 13,533 35,464 30,567
Income taxes and other - net .......................................... 4,337 5,379 8,427
Other income - net .................................................. 17,870 40,843 38,994
INCOME BEFORE INTEREST CHARGES .......................................... 849,922 764,271 803,385
INTEREST CHARGES:
Interest .............................................................. 292,347 327,085 315,799
Allowance for borrowed funds used during construction ................. (10,498) (30,774) (27,214)
Interest charges - net .............................................. 281,849 296,311 288,585
NET INCOME .............................................................. 568,073 467,960 514,800
PREFERRED STOCK DIVIDEND REQUIREMENTS ................................... 39,558 42,663 43,901
NET INCOME AVAILABLE TO FPL GROUP, INC. ................................. $ 528,515 $ 425,297 $ 470,899
</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
(Thousands of Dollars)
<TABLE>
<CAPTION>
December 31,
1994 1993
<S> <C> <C>
ELECTRIC UTILITY PLANT:
At original cost ................................................................... $15,660,302 $14,612,036
Less accumulated depreciation ...................................................... (6,132,488) (5,541,164)
Net .............................................................................. 9,527,814 9,070,872
Construction work in progress ...................................................... 292,645 781,435
Nuclear fuel under capital lease ................................................... 185,694 226,124
Electric utility plant - net ................................................... 10,006,153 10,078,431
CURRENT ASSETS:
Cash and cash equivalents .......................................................... 535 7,316
Customer receivables, net of allowances of $11,518 and $13,612 ..................... 458,047 439,473
Materials, supplies and fossil fuel stock - at average cost ........................ 292,601 313,469
Other .............................................................................. 81,290 144,732
Total current assets ........................................................... 832,473 904,990
OTHER ASSETS:
Special use funds .................................................................. 435,117 378,774
Unamortized debt reacquisition costs ............................................... 292,119 302,561
Deferred litigation items .......................................................... 110,859 110,859
Other .............................................................................. 144,731 135,727
Total other assets ............................................................. 982,826 927,921
TOTAL ASSETS ......................................................................... $11,821,452 $11,911,342
CAPITALIZATION:
Common shareholder's equity ........................................................ $ 4,185,586 $ 3,979,425
Preferred stock without sinking fund requirements .................................. 451,250 451,250
Preferred stock with sinking fund requirements ..................................... 94,000 97,000
Long-term debt ..................................................................... 3,581,157 3,463,065
Total capitalization ........................................................... 8,311,993 7,990,740
CURRENT LIABILITIES:
Commercial paper ................................................................... 25,000 349,600
Current maturities of long-term debt and preferred stock ........................... 86,350 1,500
Accounts payable ................................................................... 306,616 310,963
Customers' deposits ................................................................ 220,504 215,492
Deferred clause revenues ........................................................... 45,866 130,786
Accrued interest and taxes ......................................................... 187,678 200,365
Other .............................................................................. 232,763 229,247
Total current liabilities ...................................................... 1,104,777 1,437,953
OTHER LIABILITIES AND DEFERRED CREDITS:
Accumulated deferred income taxes .................................................. 1,259,822 1,260,587
Deferred regulatory credit - income taxes .......................................... 195,906 216,546
Unamortized investment tax credits ................................................. 302,797 323,791
Capital lease obligations .......................................................... 185,647 271,498
Storm and property insurance reserve ............................................... 96,211 81,769
Other .............................................................................. 364,299 328,458
Total other liabilities and deferred credits ................................... 2,404,682 2,482,649
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES ................................................. $11,821,452 $11,911,342
</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,
1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................................... $ 568,073 $ 467,960 $ 514,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................................ 713,352 586,543 542,129
Increase (decrease) in deferred income taxes and
related regulatory credit .................................. (21,405) (12,482) 84,491
Cost recovery clauses (1) .................................... (82,142) 138,949 (102,977)
Other ........................................................ 108,875 62,884 (7,594)
Net cash provided by operating activities ...................... 1,286,753 1,243,854 1,030,849
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2) ......................................... (745,500) (1,077,590) (1,269,610)
Other ............................................................ (29,394) (15,727) (27,836)
Net cash used in investing activities .......................... (774,894) (1,093,317) (1,297,446)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of first mortgage bonds and other long-term debt ........ 172,850 2,082,993 725,570
Issuance of preferred stock ...................................... - 190,000 125,000
Increase (decrease) in commercial paper .......................... (124,600) 349,600 -
Capital contributions from FPL Group, Inc. ....................... 205,000 255,000 335,000
Retirement of long-term debt and preferred stock ................. (181,989) (2,518,571) (487,552)
Dividends to FPL Group, Inc. ..................................... (527,454) (472,617) (451,616)
Dividends on preferred stock ..................................... (39,558) (42,663) (43,619)
Other ............................................................ (22,889) 10,035 (22,085)
Net cash (used) provided by financing activities ............... (518,640) (146,223) 180,698
Net (decrease) increase in cash and cash equivalents ............... (6,781) 4,314 (85,899)
Cash and cash equivalents at beginning of year ..................... 7,316 3,002 88,901
Cash and cash equivalents at end of year ........................... $ 535 $ 7,316 $ 3,002
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest (net of amount capitalized) ............... $ 286,510 $ 310,598 $ 269,492
Cash paid for income taxes ....................................... $ 369,720 $ 260,920 $ 197,752
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Additions to capital lease obligations ........................... $ 63,479 $ 57,579 $ 152,833
(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 equity funds used during construction.
</TABLE>
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, 1994, 1993 and 1992
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 is 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." SFAS 71 indicates that regulators can create assets
and impose liabilities that would not be recorded by non-regulated
entities. Recoverability of these assets is judged the same as for
enterprises in general. The principal assets recorded under SFAS 71
are unamortized debt reacquisition costs and deferred litigation
items, aggregating $403 million at December 31, 1994, which are
presented in the other assets section of the consolidated balance
sheets. The principal SFAS 71-related liabilities are deferred
regulatory credit-income taxes, unamortized investment tax credits
and the storm and property insurance reserve, aggregating $595
million at December 31, 1994, which are presented in the other
liabilities and deferred credits section of the consolidated balance
sheets. Other accounting practices followed by regulated electric
utilities that differ from non-regulated entities are outlined below,
including deferral of clause under or over recoveries, nuclear
decommissioning and allowance for funds used during construction.
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 customer
receivables and amounted to approximately $117 million and $112
million at December 31, 1994 and 1993, 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. At December 31, 1994, the generating,
transmission, distribution and general facilities represented
approximately 49%, 12%, 32% and 7%, respectively, of FPL's gross
investment in electric utility plant in service. Substantially all
electric utility plant is subject to the lien of a mortgage, securing
FPL's first mortgage bonds.
Depreciation of utility property is primarily provided on a
straight-line average remaining life basis and includes a provision
for dismantlement. For substantially all utility property,
depreciation and fossil fuel plant dismantlement studies are
performed at least every four years. The most recent depreciation
studies were filed with the FPSC and approved in 1994; approval of
fossil fuel plant dismantlement studies also filed in 1994 is
pending. The weighted annual composite depreciation rate was
approximately 4.0%, 3.9% and 3.5% for the years 1994, 1993 and 1992,
respectively. Excluded from the composite rate for 1994 is the
accelerated write-off of certain accumulated plant overhaul costs.
Nuclear fuel costs, including a charge for spent nuclear fuel
disposal, is accrued in fuel expense on a unit of production method.
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 8.26% in 1994, 8.67% from January 1993 through
June 1993, 8.26% from July 1993 through December 1993 and 8.61% in
1992.
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 and are submitted to the FPSC for approval.
The most recent studies were filed in December 1994 and are pending
approval. These studies assume prompt dismantlement for the Turkey
Point nuclear units commencing in the year 2013 and for St. Lucie
Unit No. 2 commencing in 2023. St. Lucie Unit No. 1 will be
mothballed in 2016 until St. Lucie Unit No. 2 is ready for
dismantlement. Decommissioning expense accruals, included in
depreciation and amortization expense in the consolidated statements
of income, were $38 million for each of the years 1994, 1993 and
1992, and are projected to be $46 million for 1995 and future years.
FPL's portion of the ultimate cost of decommissioning its four units,
including dismantlement and reclamation, expressed in 1994 dollars,
is currently estimated to aggregate $1.1 billion. At December 31,
1994 and 1993, the accumulated provision for nuclear decommissioning
totaled $507 million and $445 million, respectively, and is included
in accumulated depreciation.<PAGE>
<PAGE>
Amounts equal to decommissioning expense are deposited in funds which
may be used only for the payment of the cost of decommissioning FPL's
nuclear units. Included in special use funds in the consolidated
balance sheets were $373 million and $325 million of decommissioning
funds at December 31, 1994 and 1993, respectively. Securities held
in the decommissioning funds primarily consist of tax-exempt
obligations with a weighted-average maturity of 10 years and, in
1994, are carried at market value. Any market value adjustment
results in a corresponding adjustment to the accumulated provision
for nuclear decommissioning. See Note 9. Fund earnings, net of
taxes, are reinvested in the funds. Both fund earnings and the
reinvestment of the earnings are included in other income, resulting
in no net impact on FPL's earnings. The related income tax effects
are included in accumulated deferred income taxes.
In 1994, the Financial Accounting Standards Board (FASB) added a
project to its agenda to review current accounting practices for
nuclear decommissioning. The objective of the project is to
determine if and when a liability for nuclear decommissioning should
be recognized, how the liability should be measured and whether a
corresponding asset is created. FPL is unable to predict the outcome
of this project; however, these deliberations could result in a
significant change to FPL's balance sheet. Some or all of the
accumulated provision for nuclear decommissioning could be
reclassified out of accumulated depreciation and presented as a
liability. Additionally, the amount of the liability could be
increased to the total estimated decommissioning cost stated in
current dollars, or the present value of projected future dollars,
with an offset to a property or other account. FPL expects no
significant adverse effect on results of operations from potential
changes currently being considered by the FASB.
Storm and Property Insurance Reserve Fund - A storm and property
insurance reserve fund (storm 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. Securities held in the fund are
carried at market value in 1994 and are included in special use funds
in the consolidated balance sheets. The related income tax effects
are included in accumulated deferred income taxes. These securities
primarily consist of tax-exempt obligations with a weighted-average
maturity of 7 years. Any market value adjustment results in a
corresponding adjustment to the storm and property insurance reserve.
See Note 9. Included in special use funds in the consolidated
balance sheets were $62 million and $54 million of storm funds at
December 31, 1994 and 1993, respectively.
Cash Equivalents - Cash equivalents consist of short-term, highly
liquid investments with original maturities of three months or less.
Commercial Paper - The year end weighted-average interest rate on
commercial paper at December 31, 1994 and 1993 was 5.9% and 3.4%,
respectively. The average annual rate for 1994 and 1993 was 4.4% and
3.2%, respectively. In 1994, $200 million of commercial paper was
classified as long-term debt as FPL expects to maintain this level of
commercial paper usage for the foreseeable future.
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 primarily consist of
deferred costs associated with the replacement of steam generators at
the Turkey Point nuclear units. In 1986, the FPSC approved recovery
of these costs over five years commencing with FPL's next general
rate proceeding. In February 1995, the FPSC approved FPL's request
to amortize these costs over a period of no more than five years,
commencing in 1995.
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 in accordance with
the regulatory treatment. 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 2.<PAGE>
<PAGE>
2. Income Taxes
The components of income taxes are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
(Thousands of Dollars)
<S> <C> <C> <C>
Charged to operating expenses:
Federal:
Current ............................................................. $ 314,956 $ 238,208 $ 171,571
Deferred:
Premium on reacquired debt ........................................ (4,104) 41,606 7,401
Cost reduction program ............................................ 2,378 (31,288) -
Depreciation and related items .................................... (8,599) 13,598 37,749
Cost recovery clauses ............................................. 27,115 (45,873) 33,334
Other ............................................................. (38,915) 9,386 (5,249)
Investment tax credits - net ........................................ (20,994) (21,646) (22,899)
Total federal ................................................... 271,837 203,991 221,907
State:
Current ............................................................. 46,152 41,780 29,224
Deferred ............................................................ 4,446 (2,749) 13,843
Total state ..................................................... 50,598 39,031 43,067
Total ........................................................... 322,435 243,022 264,974
Charged to other income:
Current ............................................................. 700 305 2,201
Deferred ............................................................ (3,726) (3,437) (2,587)
Total ........................................................... (3,026) (3,132) (386)
Total ................................................................... $ 319,409 $ 239,890 $ 264,588
</TABLE>
A reconciliation between income tax expense and the income tax
expense calculated at the applicable statutory rates is as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
(Thousands of Dollars)
<S> <C> <C> <C>
Computed at statutory federal income tax rate ............................ $ 310,619 $ 247,747 $ 264,992
Increases (reductions) resulting from:
State income taxes - net of federal income tax benefit ................. 32,996 25,461 28,723
Amortization of investment tax credits ................................. (20,994) (21,143) (20,082)
Allowance for equity funds used during construction .................... (5,081) (14,177) (11,801)
Other - net ............................................................ 1,869 2,002 2,756
Total income taxes ....................................................... $ 319,409 $ 239,890 $ 264,588
</TABLE>
The income tax effects of temporary differences giving rise to FPL's
deferred income tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Deferred tax liabilities:
Property related ................................................................ $1,675,774 $1,634,808
Unamortized debt reacquisition costs ............................................ 112,368 116,556
Other ........................................................................... 2,129 29,674
Total deferred tax liabilities ................................................ 1,790,271 1,781,038
Deferred tax assets:
Unamortized investment tax credits .............................................. 116,804 124,913
Deferred regulatory credit - income taxes ....................................... 75,571 83,524
Storm and decommissioning reserves .............................................. 147,269 133,754
Other ........................................................................... 190,805 178,260
Total deferred tax assets ..................................................... 530,449 520,451
Accumulated deferred income taxes ................................................. $1,259,822 $1,260,587
/TABLE
<PAGE>
<PAGE>
In 1993, FPL adopted SFAS No. 109, "Accounting for Income Taxes,"
which requires the use of the liability method in accounting for
income taxes. The principal effect of adopting SFAS 109 was the
establishment of a new account, deferred regulatory credit - income
taxes. This amount, which represents the revenue equivalent of the
difference in accumulated deferred income taxes computed under
SFAS 109 as compared to prior accounting rules, 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.
3. 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. All provisions of the FPL Group
pension plan are allocated to FPL on a pro rata basis.
For 1994, 1993 and 1992 the components of pension cost which were
allocated to FPL, net of amounts capitalized, are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
(Thousands of Dollars)
<S> <C> <C> <C>
Service cost ............................................................ $ 36,783 $ 35,672 $ 39,076
Interest cost on projected benefit obligation ........................... 79,089 77,854 61,974
Actual return on plan assets ............................................ (11,099) (233,732) (75,823)
Net amortization and deferral ........................................... (116,739) 105,614 (30,448)
Negative pension cost ................................................... (11,966) (14,592) (5,221)
Effect of cost reduction program (see Note 4) .......................... - 34,463 -
Regulatory adjustment ................................................... - - 5,221
Pension cost recognized in the consolidated statements of income ........ $ (11,966) $ 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, 1994 and 1993, the unamortized balance
of this regulatory adjustment included in other liabilities was
approximately $12 million and $16 million, respectively.
FPL funds the pension cost calculated under the entry age normal
level percentage of pay actuarial cost method, provided that this
amount satisfies the minimum funding standards of the Employee
Retirement Income Security Act of 1974, as amended, and is not
greater than the maximum tax deductible amount for the year. No
contributions to the plan were required for 1994, 1993 or 1992.
At December 31, 1994, the portion of prepaid pension cost recognized
in FPL's consolidated balance sheets was an asset of approximately
$12 million and at December 31, 1993, 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,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Plan assets at fair value, primarily listed stocks and bonds ........................... $1,620,978 $1,662,051
Actuarial present value of benefits for services rendered to date:
Accumulated benefits based on salaries to date, including vested benefits
of $683 million and $689 million ................................................... 734,759 740,959
Additional benefits based on estimated future salary levels .......................... 326,356 325,582
Projected benefit obligation ........................................................... 1,061,115 1,066,541
Plan assets in excess of projected benefit obligation .................................. 559,863 595,510
Prior service costs not recognized in net periodic pension cost ........................ 200,185 212,908
Unrecognized net asset at January 1, 1986, being amortized primarily
over 19 years - net of accumulated amortization ...................................... (233,558) (256,914)
Unrecognized net gain .................................................................. (511,553) (548,741)
Prepaid pension cost ................................................................... $ 14,937 $ 2,763
/TABLE
<PAGE>
<PAGE>
The weighted-average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7.75% and 7.0% for
1994 and 1993, respectively. The assumed rate of increase in future
compensation levels was 5.5% for both years. The expected long-term
rate of return on plan assets used in determining pension cost was
7.75% for 1994 and 1993 and 7.0% for 1992.
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. All provisions of the FPL Group plans
are allocated to FPL on a pro rata basis. 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.
In 1993, FPL adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions." For 1994 and 1993, the
components of net periodic postretirement benefit cost allocated to FPL,
net of amounts capitalized, are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Service cost .......................................................................... $ 4,667 $ 5,094
Interest cost ......................................................................... 17,152 14,303
Return on plan assets ................................................................. (741) (7,935)
Amortization of transition obligation ................................................. 3,448 4,017
Net amortization and deferral ......................................................... (6,090) -
Net periodic postretirement benefit cost .............................................. 18,436 15,479
Effect of cost reduction program (see Note 4) ........................................ - 29,008
Postretirement benefit cost recognized in the consolidated statements of income ....... $18,436 $44,487
</TABLE>
At December 31, 1994 and 1993, the portion of accrued postretirement
benefit liability recognized in FPL's consolidated balance sheets was
approximately $63 million and $44 million, respectively. A reconciliation
of the funded status of the combined FPL Group Plan is presented
below:
<TABLE>
<CAPTION>
December 31,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Plan assets at fair value, primarily listed stocks and bonds ........................... $ 99,178 $ 109,372
Accumulated postretirement benefit obligation:
Retirees ............................................................................. 166,215 177,419
Fully eligible active plan participants .............................................. 1,946 6,788
Other active plan participants ....................................................... 74,577 68,823
Total .............................................................................. 242,738 253,030
Accumulated postretirement benefit obligation in excess of plan assets ................. (143,560) (143,658)
Unrecognized net transition obligation (amortized over 20 years) ....................... 62,732 66,217
Unrecognized net loss .................................................................. 17,387 32,633
Accrued postretirement benefit liability ............................................... $ 63,441 $ 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 1994 is
9.0% for retirees under age 65 and 8.0% for retirees over age 65.
These rates are assumed to decrease gradually to 5.0% by the year
2003, 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 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, 1994 by $7 million, and the
aggregate of the service and interest cost components of net periodic
postretirement benefit cost of the plan for 1994 by approximately $1
million.
The weighted-average discount rate used in determining the
accumulated postretirement benefit obligation was 7.75% and 7.0% for
1994 and 1993, respectively. The expected long-term rate of return on
plan assets used in determining postretirement benefit cost was 7.75%
for 1994 and 1993.<PAGE>
<PAGE>
4. Cost Reduction Program Charge
In 1993, FPL implemented a cost reduction program which resulted in a
$138 million ($85 million after-tax) charge, primarily consisting of
severance payments and employee retirement benefits. The impact on
pension cost and postretirement benefits was approximately $34 million
and $29 million, respectively, and was included as part of the total
charge of $138 million. See Note 3. A total of 1,700 positions
throughout FPL were eliminated.
5. 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
an approximately 66% undivided interest in Scherer Unit No. 4. FPL
expects to purchase an additional 11% undivided ownership interest in
Scherer Unit No. 4 in 1995. At December 31, 1994, FPL's investment in
St. Lucie Unit No. 2 was $719 million, net of accumulated depreciation of
$448 million; the investment in the SJRPP units and coal terminal was
$209 million, net of accumulated depreciation of $121 million; the
investment in Scherer Unit No. 4 was $384 million, net of accumulated
depreciation of $85 million.
FPL is responsible for its share of the operating costs, as well as
providing its own financing. At December 31, 1994, there was no
significant balance of construction work in progress on these facilities.
6. 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, 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
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
Contributions from FPL Group ........................... - 205,000 -
Net income available to FPL Group ...................... - - 528,515
Dividends to FPL Group ................................. - - (527,454)
Other .................................................. - 100 -
Balances, December 31, 1994 .............................. $1,373,069 $1,946,536 $ 865,981 $4,185,586
(1) Common stock, no par value, 1,000 shares authorized, issued and outstanding.
</TABLE>
FPL's charter and a mortgage securing its first mortgage bonds
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 1994, 1993 and 1992 FPL paid, as dividends to FPL Group, its net
income available to FPL Group on a one-month lag basis.
<PAGE>
<PAGE>
7. Preferred Stock (1)
Preferred stock consists of the following:
<TABLE>
<CAPTION>
December 31, 1994
Shares Redemption December 31,
Outstanding Price 1994 1993
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Cumulative, No Par Value, authorized 10,000,000 shares at
December 31, 1994 and 1993; without sinking fund requirements -
$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, 1994 and 1993:
Without sinking fund requirements:
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
6.98% Series S ........................................... 750,000 -(2) 75,000 75,000
7.05% Series T ........................................... 500,000 -(2) 50,000 50,000
6.75% Series U ........................................... 650,000 -(2) 65,000 65,000
Total preferred stock without sinking fund requirements. 8,262,500 $451,250 $451,250
With sinking fund requirements (3):
6.84% Series Q (4) ....................................... 440,000 103.65 44,000 48,500
8.625% Series R (5) ...................................... 500,000 105.75 50,000 50,000
Total preferred stock with sinking fund requirements ... 940,000 94,000 98,500
Less current maturities ................................ - - 1,500
Total Preferred stock with sinking fund requirements,
excluding current maturities ......................... 940,000 $ 94,000 $ 97,000
(1) FPL's charter authorizes the issuance of 5 million shares of subordinated preferred stock, no par value. None of these
shares is outstanding. There were no issuances of preferred stock in 1994. In 1993, FPL issued 1,900,000 shares of $100
par value preferred stock without sinking fund. In 1992, FPL issued 5,000,000 shares of $2.00 No Par Value, Series A,
preferred stock. In 1993, FPL redeemed and retired 160,000 shares of $100 par value preferred stock without sinking fund
requirements and 167,660 shares of $100 par value preferred stock with sinking fund requirements. In 1992, FPL
redeemed and retired 50,000 shares of $100 par value preferred stock without sinking fund requirements and 185,039
shares of $100 par value preferred stock with sinking fund requirements, excluding the 15,000 shares of series Q retired
under the sinking fund provision referred to below under footnote 4.
(2) Not redeemable prior to 2003.
(3) Minimum annual sinking fund requirements on preferred stock are approximately $4 million for each of the years 1996,
1997, 1998 and 1999. 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 1995
through 2026 at $100 per share plus accrued dividends. FPL redeemed and retired 15,000 shares in 1992 and 45,000
shares in 1994, satisfying the 1993-95 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.
</TABLE>
<PAGE>
<PAGE>
8. Long-Term Debt (1)(2)
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
First Mortgage Bonds:
Maturing through 2000 - 4 5/8% to 9 5/8% ........................................... $ 460,697 $ 460,697
Maturing 2001 through 2015 - 6 5/8% to 7 7/8% ...................................... 700,000 700,000
Maturing 2016 through 2026 - 7% to 9 3/8% .......................................... 1,126,223 1,126,223
Medium-Term Notes:
Maturing through 2000 - 4.85% to 6.20% ........................................... 280,300 280,300
Maturing 2001 through 2015 - 5.79% to 9.40% ...................................... 155,000 155,725
Maturing 2016 through 2022 - 8% to 9.05% ......................................... 148,700 148,700
Pollution Control and Industrial Development Series -
Maturing 2008 through 2027 - 6.1% to 11 3/8% ..................................... 260,705 412,565
Pollution Control, Solid Waste Disposal and Industrial Development Revenue Bonds -
Maturing 2021 through 2029 - variable, 3.0% and 2.4%
average annual interest rate, respectively ..................................... 373,165 200,315
Installment Purchase and Security Contracts - Maturing 2007 - 5.90% ................. 2,000 22,990
Commercial paper - 4.4% average annual interest rate (3) ............................. 200,000 -
Unamortized discount - net ........................................................... (39,283) (44,450)
Total long-term debt ............................................................... 3,667,507 3,463,065
Less current maturities ............................................................ 86,350 -
Long-term debt, excluding current maturities ......................................... $3,581,157 $3,463,065
(1) Minimum annual maturities and sinking fund requirements of long-term debt are approximately $86 million for 1995, $100
million for 1996, $180 million for 1998 and $230 million for 1999.
(2) Available lines of credit aggregated approximately $820 million at December 31, 1994, all of which were based on firm
commitments.
(3) See Note 1 - Commercial Paper.
</TABLE>
9. 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,
1994 1993
Carrying Estimated Carrying Estimated
Amount Fair Value (1) Amount Fair Value (1)
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Special use funds ................................... $ 435,117 $ 435,117 $ 378,774 $ 403,841
Preferred stock with sinking fund requirements (2)... $ 94,000 $ 92,840 $ 98,500 $ 104,463
Long-term debt (2) .................................. $3,667,507 $3,452,618 $3,463,065 $3,618,822
(1) Based on quoted market prices for these or similar issues.
(2) Includes current maturities.
</TABLE>
The carrying amounts of cash equivalents and commercial paper
approximate their fair values.
Special Use Funds - The cost of securities sold is determined on the
specific identification method. Realized gains and losses on the
nuclear decommissioning and storm funds were not material. The gross
unrealized loss and the gross unrealized gain at December 31, 1994 on
nuclear decommissioning reserve funds was $9 million and $2 million,
respectively; the cost basis of the funds was $380 million. The
estimated fair value of the storm fund approximates its cost and
there were no significant gross unrealized gains or losses.
10. Leases
FPL leases its nuclear fuel for all four of its nuclear units.
Nuclear fuel lease payments, which are based on energy production and
are charged to fuel expense, were $115 million, $122 million and $120
million for the years ended December 31, 1994,<PAGE>
<PAGE>
1993 and 1992, respectively. Included in these payments was an
interest component of $11 million, $11 million and $13 million in
1994, 1993 and 1992, 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 $186
million at December 31, 1994. For ratemaking, these leases are
classified as operating leases. For financial reporting, the capital
lease obligation is recorded at the amount due in the event of lease
termination.
FPL leases automotive, computer, office and other equipment through
rental agreements with various terms and expiration dates. Rental
expense totaled $24 million, $31 million and $53 million for 1994,
1993 and 1992, respectively. Minimum annual rental commitments for
noncancellable operating leases are $22 million for 1995, $15 million
for 1996, $6 million for 1997, $5 million for 1998, $4 million for
1999 and $9 million thereafter.
11. Commitments and Contingencies
Capital Commitments - FPL has made commitments in connection with a
portion of its projected capital expenditures. Capital expenditures
for the construction or acquisition of additional facilities and
equipment to meet customer demand are estimated to aggregate $3.0
billion, including AFUDC, for the years 1995 through 1999.
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 plants, FPL could be assessed up to $77 million in
retrospective premiums, and in the event of a subsequent accident at
such nuclear plants during the policy period, the maximum aggregate
assessment is $93 million under the programs in effect at December
31, 1994. This contingent liability would be partially offset by a
portion of FPL's storm and property insurance reserve, which totaled
$96 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.
FPL self-insures certain of its transmission and distribution (T&D)
property 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 from
ratepayers of any losses in excess of the storm fund 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 entered into certain long-term purchased power
and fuel contracts. Take-or-pay purchased power contracts with the
Jacksonville Electric Authority (JEA) and with subsidiaries of the
Southern Company provide approximately 1,300 megawatts (mw) of power
through mid-2010 and 374 mw through 2022. FPL also has various firm
pay-for-performance contracts to purchase approximately 1,000 mw from
certain cogenerators and small power producers (qualifying
facilities) with expiration dates ranging from 2002 through 2026.
The purchased power contracts provide for capacity and energy
payments. Energy payments are based on the actual power taken under
these contracts. Capacity payments for the pay-for-performance
contracts are subject to the qualifying facilities meeting certain
contract obligations. The fuel contracts provide for the
transportation and supply of natural gas and the supply and use of
Orimulsion. Orimulsion is a new fuel which FPL expects to begin
using in 1998, subject to environmental approvals. In no year are
the obligations under the fuel contracts expected to exceed usage
requirements.<PAGE>
<PAGE>
The required payments through 1999 under these contracts are
estimated to be as follows:
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999
(Millions of Dollars)
<S> <C> <C> <C> <C> <C>
Capacity payments:
JEA ............................................................. $ 80 $ 80 $ 80 $ 80 $ 90
Southern Companies .............................................. $140 $140 $140 $130 $130
Qualifying Facilities ........................................... $150 $290 $310 $310 $330
Minimum payments, at projected prices:
Natural gas ..................................................... $230 $240 $240 $250 $260
Orimulsion ...................................................... - - - $120 $140
</TABLE>
Capacity and energy charges under these contracts were as follows:
<TABLE>
<CAPTION>
1994 Charges 1993 Charges 1992 Charges
Capacity Energy(1) Capacity Energy(1) Capacity Energy(1)
(Millions of Dollars)
<S> <C> <C> <C> <C> <C> <C>
JEA .............................................. $ 82(2) $ 48 $ 85(2) $ 51 $ 85(2) $ 48
Southern Companies ............................... $186(3) $124 $268(3) $183 $377(3) $283
Qualifying Facilities............................. $137(3) $ 68 $ 60(3) $ 40 $ 44(3) $ 40
(1) Recovered through the fuel and purchased power cost recovery clause (fuel clause).
(2) Recovered through base rates and the capacity cost recovery clause (capacity clause).
(3) Recovered through the capacity clause.
</TABLE>
Natural gas payments, which were recovered through the fuel clause,
were $232 million, $270 million and $269 million for 1994, 1993 and
1992, 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 for 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 and certain affiliated
companies 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 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 laws, plus other
unspecified compensatory and punitive damages. FPL's motion for
summary judgment was denied. FPL is appealing the denial.
The Florida Municipal Power Agency (FMPA), an organization comprised
of municipal electric utilities, has sued FPL for allegedly breaching
a "contract" to provide transmission service to the FMPA and its
members and for breaching antitrust laws by monopolizing or
attempting to monopolize the provision, coordination and transmission
of electric power in refusing to provide transmission service, or to
permit the FMPA to invest in and use FPL's transmission system, on
the FMPA's proposed terms. FMPA seeks $140 million in damages,
before trebling for the antitrust claim, and court orders requiring
FPL to permit the FMPA to invest in and use FPL's transmission system
on "reasonable terms and conditions" and on a basis equal to FPL. In
December 1993, a district court granted summary judgment in favor of
FPL. The FMPA has appealed.
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 these proceedings
are not anticipated to have a material adverse effect on FPL's
financial statements.
12. 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<PAGE>
<PAGE>
allocated to all subsidiaries, including FPL, primarily based on each
subsidiary's equity. Neither current period amounts charged or
allocated, nor balances outstanding, were material for any year. See
Note 1 - Income Taxes.
13. Quarterly Data (Unaudited)
Condensed consolidated quarterly financial information for 1994 and
1993 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>
1994
Operating revenues ............................ $1,155,789 $1,418,573 $1,501,896 $1,266,398
Operating income .............................. $ 171,069 $ 209,817 $ 296,596 $ 154,570
Net income .................................... $ 108,555 $ 142,987 $ 229,546 $ 86,985
Net income available to FPL Group ............. $ 98,625 $ 133,108 $ 219,667 $ 77,115
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
(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 operating income by $138 million and net income and net income
available to FPL Group by $85 million. See Note 4.
</TABLE>
14. Subsequent Event (Unaudited)
In March 1995, FPL issued notices to call 400,000 shares of its
8.625% Preferred Stock, Series R and $66.2 million principal amount
of First Mortgage Bonds, 9 3/8% Series due July 1, 2019.<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, 59, is chairman and chief
executive officer of FPL and chairman, president and chief executive
officer of FPL Group. He served as president and chief executive
officer of FPL Group from January 1989 to May 1990. Mr. Broadhead
has been a director of FPL and FPL Group since January 1989. Mr.
Broadhead is a former president of the Telephone Operating Group of
GTE Corporation and is also a former president of St. Joe Minerals
Corporation. Mr. Broadhead is a director of Barnett Banks, Inc.,
Delta Air Lines, Inc. and The Pittston Company. He is also a board
fellow of Cornell University.
Dennis P. Coyle. Mr. Coyle, 56, has been general counsel and
secretary of FPL since July 1991 and of FPL Group since June 1991.
From March 1990 to July 1991 he was general counsel of FPL and from
June 1989 to June 1991 he was general counsel and vice president of
FPL Group. Mr. Coyle has been a director of FPL since January 1990.
Paul J. Evanson. Mr. Evanson, 53, became president of FPL in January
1995 and was senior vice president, finance and chief financial
officer of FPL and vice president, finance and chief financial
officer of FPL Group from December 1992 to January 1995. Mr. Evanson
has been a director of FPL since December 1992 and became a director
of FPL Group in January 1995. Mr. Evanson was formerly president and
chief operating officer of the Lynch Corporation, a diversified
holding company. He is a director of Lynch Corporation and Southern
Energy Homes, Inc.
Jerome H. Goldberg. Mr. Goldberg, 63, is president of FPL's nuclear
division. He was executive vice president of FPL from August 1989 to
July 1991. Mr. Goldberg has been a director of FPL since December
1989.
Lawrence J. Kelleher. Mr. Kelleher, 47, is senior vice president,
human resources of FPL and vice president, human resources of FPL
Group. From May 1990 to July 1991 Mr. Kelleher was chief human
resources officer of FPL. From June 1989 to May 1991 Mr. Kelleher
was vice president of FPL Group. Mr. Kelleher has been a director of
FPL since May 1990.
J. Thomas Petillo. Mr. Petillo, 50, is senior vice president,
external affairs of FPL. From November 1988 to July 1991 he was
group vice president of FPL. Mr. Petillo has been a director of FPL
since July 1991.
C. O. Woody. Mr. Woody, 56, is senior vice president, power
generation of FPL. From November 1987 to July 1991 he was executive
vice president of FPL. Mr. Woody has been a director of FPL since
December 1989.
Michael W. Yackira. Mr. Yackira, 43, became senior vice president,
finance and chief financial officer of FPL and vice president,
finance and chief financial officer of FPL Group in January 1995 and
was senior vice president, market and regulatory services of FPL from
May 1991 to January 1995. From May 1990 to May 1991 Mr. Yackira was
chief planning officer of FPL. From April 1989 to May 1991 he was
vice president of FPL Group. Mr. Yackira has been a director of FPL
since May 1990.
(1) Directors are elected annually and serve until their resignation,
removal or until their respective successors are elected. Each
director's business experience during the past five years is
noted either here or in the Executive Officers table below.
EXECUTIVE OFFICERS (1)(2)
<TABLE>
<CAPTION>
Name Age Position Effective Date
<S> <C> <C> <C>
James L. Broadhead 59 Chairman of the Board and Chief Executive Officer of FPL .......... January 15, 1990
Chairman of the Board, President and Chief Executive Officer of
FPL Group ....................................................... May 8, 1990
Dennis P. Coyle 56 General Counsel and Secretary of FPL .............................. July 1, 1991
General Counsel and Secretary of FPL Group ........................ June 1, 1991
K. Michael Davis 48 Vice President, Accounting, Controller and Chief Accounting
Officer of FPL .................................................. July 1, 1991
Controller and Chief Accounting Officer of FPL Group .............. May 13, 1991
Paul J. Evanson 53 President of FPL .................................................. January 9, 1995
Jerome H. Goldberg 63 President, Nuclear Division of FPL ................................ May 8, 1990
Lawrence J. Kelleher 47 Senior Vice President, Human Resources of FPL ..................... July 1, 1991
Vice President, Human Resources of FPL Group ...................... May 13, 1991
J. Thomas Petillo 50 Senior Vice President, External Affairs of FPL ................... July 1, 1991
Dilek L. Samil 39 Treasurer of FPL .................................................. July 1, 1991
Treasurer of FPL Group ............................................ May 13, 1991
C. O. Woody 56 Senior Vice President, Power Generation of FPL .................... July 1, 1991
Michael W. Yackira 43 Senior Vice President, Finance and Chief Financial Officer of FPL.. January 9, 1995
Vice President, Finance and Chief Financial Officer of FPL Group .. January 9, 1995
(1) Executive officers are elected annually by, and serve at the pleasure of, FPL's Board of Directors.
(2) The business experience of the executive officers is as follows: Mr. Davis was previously Comptroller of FPL and 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.
/TABLE
<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, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Long-Term
Compensation
Payouts
Long Term All
Other Incentive Other
Annual Plan Compen-
Name and Principal Position Year Salary Bonus Compensation Payouts(1) sation(2)
<S> <C> <C> <C> <C> <C> <C>
James L. Broadhead (3) 1994 $692,346 $565,500 $5,658 $780,681 $14,131
Chairman of the Board and Chief Executive 1993 666,333 505,747 4,989 609,664 21,583
Officer of FPL and FPL Group, President 1992 643,800 424,483 3,342 647,772 8,576
of FPL Group
Stephen E. Frank (4) 1994 494,700 267,138 3,400 582,000 14,995
President and Chief Operating Officer 1993 476,100 282,803 3,278 273,836 19,339
of FPL 1992 460,000 245,916 3,064 286,000 9,858
Jerome H. Goldberg 1994 462,500 212,461 8,059 190,059 14,817
President, Nuclear Division of FPL 1993 445,100 204,468 9,702 148,432 16,532
1992 430,000 175,528 4,241 107,250 9,858
Dennis P. Coyle 1994 280,662 125,344 - 165,351 10,784
General Counsel and Secretary 1993 270,135 116,648 - 129,136 14,501
of FPL and FPL Group 1992 261,000 99,754 1,899 132,839 8,576
Paul J. Evanson 1994 261,000 130,500 3,254 69,622 10,214
Senior Vice President, Finance and Chief 1993 243,600 112,543 16,424 - 9,276
Financial Officer of FPL and Vice 1992 14,054 30,450 2,350 - -
President, Finance and Chief Financial
Officer of FPL Group
(1) Payouts were made 60% in shares of common stock, valued at $36.375 per share, and 40% in cash, except for Mr. Frank,
whose payout was all in cash.
(2) Represents employer matching contributions to Thrift Plans and employer contributions for life insurance.
Thrift Match Life Insurance
Mr. Broadhead ....................... $5,873 $8,258
Mr. Frank ........................... 6,750 8,245
Mr. Goldberg ........................ 6,750 8,067
Mr. Coyle ........................... 5,873 4,911
Mr. Evanson ......................... 5,873 4,341
(3) At December 31, 1994, Mr. Broadhead held 96,800 shares of restricted common stock with a value of $3,400,100. 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.
Dividends at normal rates are paid on restricted common stock.
(4) Mr. Frank resigned in January 1995. He will be entitled to receive a proportionate share, based on his tenure with FPL, of
the Long Term Incentive Plan payouts, if any, for 1995, 1996 and 1997.
</TABLE>
Long Term Incentive Plan Awards
In 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.<PAGE>
<PAGE>
LONG TERM INCENTIVE PLAN AWARDS
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based Plans
Number of Shares
Number of Performance Period
Name Shares Until Payout Threshold Target Maximum
<S> <C> <C> <C> <C> <C>
James L. Broadhead ................ 25,282 1/1/94 - 12/31/97 - 25,282 25,282
Stephen E. Frank .................. 10,001 1/1/94 - 12/31/97 - 10,001 10,001
Jerome H. Goldberg ................ 8,014 1/1/94 - 12/31/97 - 8,014 8,014
Dennis P. Coyle ................... 5,590 1/1/94 - 12/31/97 - 5,590 5,590
P. J. Evanson ..................... 5,199 1/1/94 - 12/31/97 - 5,199 5,199
</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 160%, 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 indicators
(weighted 50%) and operating quality and project indicators (weighted
50%). The financial indicators were operations and maintenance
costs, capital expenditure levels, book and regulatory return on
equity and net income. The operating quality and project indicators
were customer satisfaction survey results, service reliability as
measured by the frequency and duration of service interruptions,
system performance as measured by the availability factors for the
fossil and nuclear power plants, unplanned trips of nuclear power
plants, full-time equivalent workforce, number of significant
environmental violations, employee safety, load management installed
capability and conservation programs' annual installed capacity.
Payouts under the Long Term Incentive Plan can range from zero to
100% of the target amount for the 1994 awards.
Retirement Plans
FPL Group maintains a non-contributory defined benefit pension plan
and a supplemental executive retirement plan which covers FPL
employees. The following table shows the estimated annual benefits,
calculated on a straight-line annuity basis, payable upon retirement
in 1994 at age 65 after the indicated years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Eligible Average Years of Service
Annual Compensation 10 20 30 40
<S> <C> <C> <C> <C>
$ 500,000 ......................................................... 99,379 198,238 247,363 261,015
600,000 ......................................................... 119,950 238,238 297,363 313,515
700,000 ......................................................... 140,520 278,238 347,363 366,015
800,000 ......................................................... 161,091 318,238 397,363 418,515
900,000 ......................................................... 181,662 358,238 447,363 471,015
1,000,000 ......................................................... 202,232 398,238 497,363 523,515
1,100,000 ......................................................... 222,803 438,238 547,363 576,015
1,200,000 ......................................................... 243,374 478,238 597,363 628,515
1,300,000 ......................................................... 263,944 518,238 647,363 681,015
1,400,000 ......................................................... 284,515 558,238 697,363 733,515
1,500,000 ......................................................... 305,086 598,238 747,363 786,015
1,600,000 ......................................................... 325,656 638,238 797,363 838,515
1,700,000 ......................................................... 346,227 678,238 847,363 891,015
1,800,000 ......................................................... 366,798 718,238 897,363 943,515
</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, 6 years; Mr. Frank, 4 years; Mr. Goldberg, 5 years; Mr.
Coyle, 5 years; and Mr. Evanson, 2 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<PAGE>
<PAGE>
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 and
retirement plan, equals the total postretirement benefits he would
have received if he had remained employed by such employer until age
65. 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.
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 $823,700 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.
An employment agreement between Mr. Goldberg and FPL, which expires
in March 1996, provides for a base salary of at least $478,700 per
year, Annual Incentive Plan awards with a target amount equal to 35%
of his base salary, Long-Term Incentive Plan awards with a target
amount equal to 60% of his base salary, and either the retirement
benefit described above under Retirement Plans or, if he dies before
his contract expires, a death benefit to his beneficiary equal to
450% of his base salary, payable over 9 years.
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.
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 (1)
<S> <C>
James L. Broadhead ......................................................................... 152,483(2)
Dennis P. Coyle ............................................................................ 7,058
Paul J. Evanson ............................................................................ 2,668
Jerome H. Goldberg ......................................................................... 10,086
Lawrence J. Kelleher ....................................................................... 16,826
J. Thomas Petillo .......................................................................... 10,733(3)
C. O. Woody ................................................................................ 19,505(4)
Michael W. Yackira ......................................................................... 11,314
All directors and executive officers as a group ............................................ 232,324(5)
(1) Information is as of March 1, 1995, except for executive officer's holdings under the Thrift Plans, which are as of
December 31, 1994. Unless otherwise indicated, each person has sole voting and investment power.
(2) Includes 96,800 shares of restricted stock as to which Mr. Broadhead has voting but not investment power.
(3) Includes 38 shares held beneficially by a relative of Mr. Petillo with whom he shares investment power and as to which he
disclaims any beneficial ownership.
(4) Includes 1,787 shares subject to exercisable stock options.
(5) Less than 1% of the common stock outstanding. Includes 1,787 shares subject to exercisable stock options.
</TABLE>
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 10
Consolidated Statements of Income 11
Consolidated Balance Sheets 12
Consolidated Statements of Cash Flows 13
Notes to Consolidated Financial Statements 14-24
2. Financial Statement Schedules
Schedules are omitted as not applicable or not required.
3. Exhibits including those Incorporated by Reference
Exhibit
Number Description
1(a) Underwriting Agreement between St. Lucie County,
Florida and Citicorp Securities, Inc. dated
March 6, 1995
1(b) Underwriting Agreement between Dade County
Industrial Development Authority and Citicorp
Securities, Inc., AIBC Investment Services
Corp., Artemis Capital Group, Inc. and FAIC
Securities, Inc. dated March 6, 1995
*3(i)a Restated Articles of Incorporation of FPL dated
March 23, 1992 (filed as Exhibit 3(i)a to
Form 10-K for the year ended December 31, 1993,
File No. 1-3545)
*3(i)b Amendment to FPL's Restated Articles of
Incorporation dated March 23, 1992 (filed as
Exhibit 3(i)b to Form 10-K for the year ended
December 31, 1993, File No. 1-3545)
*3(i)c Amendment to FPL's Restated Articles of
Incorporation dated May 11, 1992 (filed as
Exhibit 3(i)c to Form 10-K for the year ended
December 31, 1993, File No. 1-3545)
*3(i)d Amendment to FPL's Restated Articles of
Incorporation dated March 12, 1993 (filed as
Exhibit 3(i)d to Form 10-K for the year ended
December 31, 1993, File No. 1-3545)
*3(i)e Amendment to FPL's Restated Articles of
Incorporation dated June 16, 1993 (filed as
Exhibit 3(i)e to Form 10-K for the year ended
December 31, 1993, File No. 1-3545)
*3(i)f Amendment to FPL's Restated Articles of
Incorporation dated August 31, 1993 (filed as
Exhibit 3(i)f to Form 10-K for the year ended
December 31, 1993, File No. 1-3545)
*3(i)g Amendment to FPL's Restated Articles of
Incorporation dated November 30, 1993 (filed as
Exhibit 3(i)g to Form 10-K for the year ended
December 31, 1993, File No. 1-3545)
*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-five 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 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.<PAGE>
<PAGE>
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; Exhibit 99(a) to
Post-Effective Amendment No. 1 to Form S-3, File
No. 33-46076; Exhibit 4(b) to Form 10-K for the
year ended December 31, 1993, File No. 1-3545;
and Exhibit 4(i) to Form 10-Q for the quarter
ended June 30, 1994, File No. 1-3545)
12 Computation of Ratios
23 Independent Auditors' Consent
27 Financial Data Schedule
* Incorporated herein by reference
(b) Reports on Form 8-K
None<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
PAUL J. EVANSON
Paul J. Evanson
President and Director
Date: March 20, 1995
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.
<TABLE>
<CAPTION>
Signature and Title as of March 20, 1995:
<S> <C>
JAMES L. BROADHEAD
James L. Broadhead
Chairman of the Board
(Principal Executive Officer and Director)
MICHAEL W. YACKIRA
Michael W. Yackira
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial Officer and Director)
K. MICHAEL DAVIS
K. Michael Davis
Vice President, Accounting,
Controller and Chief Accounting Officer
(Principal Accounting Officer)
Directors:
DENNIS P. COYLE J. THOMAS PETILLO
Dennis P. Coyle J. Thomas Petillo
JEROME H. GOLDBERG C. O. WOODY
Jerome H. Goldberg C. O. Woody
LAWRENCE J. KELLEHER
Lawrence J. Kelleher
</TABLE>
EXHIBIT 1(a)
$49,995,000
ST. LUCIE COUNTY, FLORIDA
Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project)
Series 1995
UNDERWRITING AGREEMENT
Underwriting Agreement, dated March 6, 1995, between St. Lucie
County, Florida (the "Issuer"), and Citicorp Securities, Inc. (the
"Underwriter").
1. Description of Bonds. The Issuer proposes to issue and sell
$49,995,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1995, with the terms specified in Schedule I hereto (the
"Bonds"), pursuant to a Trust Indenture, to be dated as of
March 1, 1995 (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 February 14, 1995
(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 March 1, 1995 (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, the
Underwriter will purchase from the Issuer, and the Issuer will sell
to the Underwriter, the Bonds. 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 Steel
Hector & Davis, 1900 Phillips Point West, 777 South Flagler Drive,
West Palm Beach, Florida 33401-6198, at 9:00 A.M. New York time on
March 7, 1995, 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 registered form and registered in the name of a
nominee of The Depository Trust Company, and will be made available
to the Underwriter 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 Underwriter.
As compensation for the services of the Underwriter as contemplated
herein, the Company agrees to pay the Underwriter a fee in the amount
of $99,990.
3. Representations of the Issuer. The Issuer represents and warrants
to the Underwriter that:
(a) The Issuer has approved the delivery of an Official Statement,
dated March 6, 1995, 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 March 1, 1995 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,
Appendix D and Appendix E 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, Appendix D and Appendix E. For the purposes of this
Agreement, all<PAGE>
<PAGE>
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 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".
(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 Underwriter, and
Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriter, or
any such amendment or supplement to which the Company or the
Underwriter shall reasonably object in writing, or which shall be
unsatisfactory to Winthrop, Stimson, Putnam & Roberts. 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 validly existing political subdivision of the
State of Florida with full legal right, power and authority under the
laws of the State of Florida, including particularly Part II 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 Underwriter
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. Underwriter's Representation. The Underwriter intends to make a
public offering of the Bonds for sale upon the terms and conditions
set forth in the Official Statement.<PAGE>
<PAGE>
5. Covenants of the Issuer. The Issuer agrees that:
(a) It has delivered herewith or will cause to be delivered to the
Underwriter as soon as practicable, a copy of the Official Statement
and will deliver or cause to be delivered to the Underwriter
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 Underwriter may reasonably request. Upon the issuance thereof,
the Issuer will deliver to the Underwriter 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 Underwriter in
connection with the preparation of the Official Statement and any
amendment or supplement thereto which the Company may be required to
furnish the Underwriter 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
Underwriter 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 Underwriter 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 1986, as amended (the "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 Underwriter's Obligation. The obligation of the
Underwriter 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 Underwriter; provided,
however, that the acceptance of delivery of the Bonds by the
Underwriter on the Closing Date shall be deemed to constitute such
approval; and the Underwriter 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.<PAGE>
<PAGE>
(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 Underwriter 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
Underwriter contains any such unacceptable provision.
(e) At the Closing Date, the Underwriter shall have received opinions,
dated the Closing Date, of the County Attorney for St. Lucie County,
Florida, Squire, Sanders & Dempsey, as Bond Counsel, Steel Hector &
Davis and Reid & Priest LLP, counsel to the Company, and Winthrop,
Stimson, Putnam & Roberts, as counsel for the Underwriter,
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
Underwriter shall approve.
(f) At the Closing Date, the Underwriter shall have received from
Deloitte & Touche LLP, 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 LLP make no representation as to the sufficiency of
such procedures for the Underwriter's 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<PAGE>
<PAGE>
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 Underwriter may reasonably request.
(g) At the Closing Date, the Underwriter shall have received from the
Issuer a certificate of its Chairman or Vice Chairman of the Board of
County Commissioners, 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 Underwriter 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 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 Underwriter 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 the
Underwriter a wire or check payable in immediately available funds in
an amount equal to and representing the Underwriter's fee specified
in Section 2 hereof.
In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the
Underwriter 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
Underwriter 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 or there shall have been established
by the New York Stock Exchange 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 Underwriter 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<PAGE>
<PAGE>
shall be such as to make it impracticable for the Underwriter 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 Underwriter, for the
Underwriter 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 Underwriter, 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.
(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. Truth-In-Bonding Statement. The Issuer is proposing to issue
$49,995,000 principal amount of the Bonds for the purpose of retiring
an equal principal amount of bonds previously issued by the Issuer.
The Bonds are expected to be repaid over a period of 32 years. At a
forecasted interest rate of 8.0%, total interest paid over the life
of the debt or obligation will be $127,987,200.
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 32 years.
9. 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 Underwriter 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
Underwriter. 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 the
Underwriter, and shall survive the delivery of the Bonds.<PAGE>
<PAGE>
10. Notices and other Actions. All notices, demands and formal
actions hereunder will be in writing mailed, telegraphed or delivered
to:
The Issuer: St. Lucie County
County Administration Building
2300 Virginia Avenue
Ft. Pierce, Florida 33492
Attention: County Administrator
The Company: Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408-8801
Attention: Treasurer
The Underwriter: Citicorp Securities, Inc.
399 Park Avenue, 7th Floor
New York, New York 10043
Attention: Municipal Finance Short-Term Desk<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.
ST. LUCIE COUNTY, FLORIDA
By: /s/ DENNY GREEN
Chairman of the Board of County
Commissioners of St. Lucie County,
Florida
Attest:
/s/ A. MILLIE WHITE
(Deputy) Clerk of St. Lucie County,
Florida
Approved by the County Attorney as to Form:
By: /s/ DANIEL S. MCINTYRE
County Attorney for St. Lucie County,
Florida
Citicorp Securities, Inc.
By: /s/ PUSHKAR K. BUTANI
Title: Vice President
Approved:
FLORIDA POWER & LIGHT COMPANY
By: /s/ DILEK SAMIL
Treasurer<PAGE>
<PAGE>
SCHEDULE I
Underwriting Agreement dated March 6, 1995.
Issuer: St. Lucie County, Florida
Bonds:
Designation: Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project),
Series 1995.
Principal Amount: $49,995,000
Date of Maturity: March 1, 2027
Initial Interest Rate: 2.90%
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.
Underwriter's Fee: $99,990<PAGE>
<PAGE>
EXHIBIT A
(Letterhead of County Attorney for St. Lucie County)
March 7, 1995
St. Lucie County
Ft. Pierce, Florida
Squire, Sanders & Dempsey
Jacksonville, Florida
Citicorp Securities, Inc.
New York, New York
(the "Underwriter" named in the
Underwriting Agreement dated
March 6, 1995 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
I am County Attorney for St. Lucie County, Florida, (the "Issuer")
and as such have acted as general counsel for the Issuer in
connection with the issuance and sale of $49,995,000 aggregate
principal amount of the Issuer's Pollution Control Revenue Refunding
Bonds (Florida Power & Light Company Project), Series 1995 (the
"Bonds"). The Bonds are being issued pursuant to a resolution
adopted by the Issuer on February 14, 1995 (the "Resolution") to
refund a like amount of outstanding bonds previously issued by the
Issuer to finance a portion of the cost of the acquisition,
installation and construction of certain pollution control facilities
located at the St. Lucie Electrical Generating Plant of Florida Power
& Light Company (the "Company"), all as more particularly described
in the Trust Indenture, dated as of March 1, 1995 (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 Project 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 validly existing political subdivision of the
State of Florida with full legal right, power and authority under the
laws of the State of Florida, including particularly Part II of
Chapter 159, Florida Statutes, as amended, (i) to issue and sell the
Bonds; (ii) to loan the proceeds of the Bonds to the Company under
the Loan Agreement, dated as of March 1, 1995, (the "Loan
Agreement"), by and between the Issuer and Company; (iii) to execute
and perform its obligations under the Loan Agreement, the Agreement,
the Indenture, and the Bonds; and (iv) to accept the Letter of
Representation, dated as of March 6, 1995, from the Company to the
Issuer and the Underwriter (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 Representation has been
validly accepted by the Issuer.
(4) The Issuer has duly approved the use and distribution of the
Official Statement, dated March 6, 1995 (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.<PAGE>
<PAGE>
(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 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 Squire, Sanders & Dempsey)
March 7, 1995
To: St. Lucie County
Ft. Pierce, Florida
Citicorp Securities, Inc.
New York, New York
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by St.
Lucie County, Florida (the "Issuer") of its $49,995,000 St. Lucie
County, Florida Pollution Control Revenue Refunding Bonds (Florida
Power & Light Company Project), Series 1995, dated as of
March 1, 1995 (the "Series 1995 Bonds"). The Series 1995 Bonds are
being issued pursuant to Part II 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 a like amount of
outstanding St. Lucie County, Florida Pollution Control Revenue Bonds
(Florida Power & Light Company Project), Series 1985, issued to
finance a portion of the cost of the acquisition, installation and
construction of certain pollution control facilities at Units 1 and 2
of the St. Lucie Electrical Generating Plant located in St. Lucie
County, Florida, an undivided interest in which is owned by the
Company, all as more particularly described in the Trust Indenture,
dated as of March 1, 1995 (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 1995 Bonds. The Transcript documents include an executed
counterpart of the Indenture and an executed counterpart of the Loan
Agreement, dated as of March 1, 1995 (the "Agreement"), between the
Issuer and the Company. We also have examined an executed
Series 1995 Bond.
Based on this examination, we are of the opinion that, under existing
law:
1. The Series 1995 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 1995 Bonds constitute limited obligations of the Issuer,
and the principal of and interest and any premium on the Series 1995
Bonds (collectively, "debt service") are payable solely from the
revenues and other moneys pledged and 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 1995 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 1995 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. The interest on the Series 1995 Bonds is excluded from gross income
for federal income tax purposes under Section 103(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), except on any
Series 1995 Bonds for any period during which it is held by a
"substantial user" or a "related person" as those terms are used in
Section 147(a) of the Code, and the interest on the Series 1995 Bonds
is not treated as an item of tax preference under Section 57 of the
Code for purposes of the alternative minimum tax imposed on
individuals and corporations. The Series 1995 Bonds and the interest
thereon are exempt from all taxation under the laws of the State of
Florida, except estate taxes and taxes measured by income which are
imposed by Chapter 220, Florida Statutes, as amended,<PAGE>
<PAGE>
on "corporations", "banks" and "savings associations", as such terms
are defined in said Chapter 220. We express no opinion as to other
tax consequences regarding the Series 1995 Bonds.
Under the Code, portions of the interest earned by certain
corporations (as defined for federal income tax purposes) may be
subject to a corporate alternative minimum tax and an environmental
tax imposed for certain taxable years, and interest may be subject to
a branch profits tax imposed on certain foreign corporations doing
business in the United States and to a tax imposed on excess net
passive income of certain S corporations.
In giving the foregoing opinion with respect to the treatment of
interest on the Series 1995 Bonds and the status of the Series 1995
Bonds under the federal tax laws, we have assumed and relied upon
compliance with the covenants of the Issuer and the Company and the
accuracy, which we have not independently verified, of the
representations and certifications of the Issuer and the Company
contained in the Transcript. The accuracy of certain of those
representations and certifications, and compliance by the Issuer and
the Company with certain of those covenants, may be necessary for the
interest on the Series 1995 Bonds to be and to remain excluded from
gross income for federal income tax purposes. Failure to comply with
certain requirements with respect to the Series 1995 Bonds (or with
similar requirements with respect to a certain other issue of bonds
to be issued by a certain other governmental issuer for the benefit
of the Company at the same time as the Series 1995 Bonds) subsequent
to the issuance of the Series 1995 Bonds could cause the interest
thereon to be included in gross income for federal income tax
purposes retroactively to the date of issuance of the Series 1995
Bonds. 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.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT B-2
(Letterhead of Squire, Sanders & Dempsey)
March 7, 1995
To: St. Lucie County
Ft. Pierce, Florida
Citicorp Securities, Inc.
New York, New York
Ladies and Gentlemen:
This supplemental opinion is rendered at your request in connection
with the issuance by St. Lucie County, Florida (the "Issuer") of its
$49,995,000 St. Lucie County, Florida Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1995,
dated as of March 1, 1995 (the "Series 1995 Bonds"). In connection
with the issuance of the Series 1995 Bonds, we have delivered to each
of you our approving legal opinion as 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 March 6, 1995, relating to the
Series 1995 Bonds and a certain other issue of bonds of the Issuer
(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 validly existing political subdivision of the
State of Florida with full authority to execute and deliver the
Indenture, the Agreement and to issue and sell the Series 1995 Bonds
pursuant to the Act.
(2) In connection with the offering and sale of the Series 1995 Bonds
to the public, neither the Series 1995 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 1995 Bonds, the Indenture and the Agreement under the captions
"The Series 1995 Bonds" (except for certain information and
statements provided by The Depository Trust Company under "The
Series 1995 Bonds -- Book-Entry System", as to which, with your
permission, we express no opinion), "The Agreements" and "The
Indentures", insofar as they describe the provisions of the
Series 1995 Bonds, the Agreement and the Indenture, fairly and
accurately summarize the material provisions of those documents. The
statements pertaining to the Series 1995 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 1995 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)
March 7, 1995
Citicorp Securities, Inc.
New York, New York
(the "Underwriter" named in
the Underwriting Agreement dated
March 6, 1995 (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 St. Lucie
County, Florida (the "Issuer") of $49,995,000 aggregate principal
amount of the Issuer's Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project), Series 1995 (the "Bonds"),
issued under the Trust Indenture, dated as of March 1, 1995 (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 Underwriter in accordance with the
Agreement.
We have participated in the preparation of or reviewed (1) the
Indenture and the Loan Agreement, dated as of March 1, 1995 (the
"Loan Agreement"), by and between the Company and the Issuer; (2) the
Letter of Representation, dated March 6, 1995 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriter;
(3) the Official Statement, dated March 6, 1995, 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, among
other things, the issuance and sale of debt securities during 1995.
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 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<PAGE>
<PAGE>
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,
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 an order, as amended, 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 made in the Official Statement under the captions
"The Series 1995 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
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
opinion of even date herewith rendered to you by Squire, Sanders &
Dempsey, as 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.
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 in all material respects.<PAGE>
<PAGE>
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 LLP, New York, New
York. As to all matters of Florida law, Reid & Priest LLP 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)
March 7, 1995
St. Lucie County
Ft. Pierce, Florida
Squire, Sanders & Dempsey
Jacksonville, Florida
Ladies and Gentlemen:
Attached hereto is an executed copy of our opinion of even date
herewith, to the underwriter of $49,995,000 aggregate principal
amount of St. Lucie County, Florida Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1995.
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 LLP)
New York, New York
March 7, 1995
Citicorp Securities, Inc.
New York, New York
(the "Underwriter" named in
the Underwriting Agreement dated
March 6, 1995 (the "Agreement") relating
to the Bonds referred to below)
Ladies and Gentlemen:
With reference to the issuance by St. Lucie County, Florida (the
"Issuer") and sale to the Underwriter named in the Agreement of
$49,995,000 aggregate principal amount of the Issuer's Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company
Project), Series 1995 (the "Bonds"), issued under the Trust
Indenture, dated as of March 1, 1995 (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 March 1, 1995 (the "Loan Agreement"), by
and between the Company and the Issuer; (b) the Letter of
Representation, dated March 6, 1995 (the "Letter of Representation"),
from the Company to the Issuer and the Underwriter; (c) the Official
Statement, dated March 6, 1995, 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 1995.
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 made in the Official Statement under the captions
"The Series 1995 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
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.
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.<PAGE>
<PAGE>
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, 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 Squire, Sanders &
Dempsey, as 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 LLP)
March 7, 1995
St. Lucie County
County Administration Building
2300 Virginia Avenue
Ft. Pierce, Florida 33492
Ladies and Gentlemen:
Referring to the sale by St. Lucie County, Florida today of
$49,995,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1995, we hand you herewith signed copies of our opinion of
even date herewith to Citicorp Securities, Inc. (the "Underwriter")
and authorize you to treat said opinion as having been rendered to
you as well as to the Underwriter.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT E
(Letterhead of Winthrop, Stimson, Putnam & Roberts)
March 7, 1995
Citicorp Securities, Inc.
New York, New York
(the "Underwriter" named in the Underwriting
Agreement dated March 6, 1995 (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 St. Lucie County, Florida (the "Issuer") of $49,995,000
aggregate principal amount of the Issuer's Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1995
(the "Bonds"), issued under a Trust Indenture, dated as of
March 1, 1995 (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 March 1, 1995 (the "Loan Agreement"), by and
between Florida Power & Light Company (the "Company") and the Issuer;
(2) Letter of Representation, dated March 6, 1995 (the "Letter of
Representation"), from the Company to the Issuer and the Underwriter;
and (3) Official Statement, dated March 6, 1995, 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 Squire, Sanders & Dempsey, as 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 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.<PAGE>
<PAGE>
(3) The statements made in the Official Statement under the captions
"The Series 1995 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
(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.
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 LLP, the independent public
accountants who audited certain of the financial statements included
in the Official Statement, with 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
March 6, 1995
St. Lucie County
Ft. Pierce, Florida
Citicorp Securities, Inc.
New York, New York
(the "Underwriter" 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 St. Lucie County,
Florida (the "Issuer") of $49,995,000 aggregate principal amount of
its Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1995 (the "Bonds") and the purchase of the
Bonds by the Underwriter pursuant to the Agreement, Florida Power &
Light Company (the "Company") represents, warrants and covenants to
and agrees with the Issuer and the Underwriter, and the Issuer and
the Underwriter 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" or in
Appendices B, C, D and E 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 Underwriter.
(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.
(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<PAGE>
<PAGE>
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 6 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 March 1, 1995, 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
Underwriter 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 Underwriter may reasonably
request for the public offering of the Bonds. At its expense, it will
cause to be prepared and furnished to the Underwriter 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 Underwriter 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 Underwriter 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 Underwriter 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,<PAGE>
<PAGE>
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 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 Underwriter, then the Underwriter 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
Underwriter 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
Underwriter, the Company will pay, or cause to be paid, all expenses
(including reasonable out-of-pocket expenses of the Underwriter) 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 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 Underwriter; and (G) the fees and
disbursements (including filing fees) of Winthrop, Stimson, Putnam &
Roberts, counsel for the Underwriter, 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 Underwriter, not in excess, however, of
an aggregate of $5,000, the Underwriter to pay the remainder of its
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 Underwriter to
pay the remainder of its expenses.
(d) If the Underwriter 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 Underwriter 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 Underwriter 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 Underwriter for
damages on account of loss of anticipated profits. Nothing herein
shall be construed to relieve the Underwriter of its liability for
its 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<PAGE>
<PAGE>
to the participation of the Company in such transactions, and
containing no provision unacceptable to the Company 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 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 Underwriter.
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, the Underwriter and each person who
controls the 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 the
Underwriter (or any person controlling the 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
Squire, Sanders & Dempsey, as 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 Underwriter; and provided,
further, that the indemnity agreement contained in this Section 6
shall not inure to the benefit of the Underwriter (or of any person
controlling the Underwriter) on account of any such losses, claims,
damages, liabilities, expenses or actions arising from the sale of
Bonds to any person if the 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 the Underwriter agree to
notify promptly the Company and the Issuer and the Underwriter,<PAGE>
<PAGE>
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) The 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 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 Underwriter. The Issuer and the
Company agree to notify promptly the Underwriter, 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, the 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 Underwriter 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 Underwriter.<PAGE>
<PAGE>
The indemnity agreements of the Company and the Underwriter 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 Underwriter 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 Underwriter, shall be mailed or delivered to
them or, if to the Issuer, shall be mailed or delivered to it at St.
Lucie County, County Administration Building, 2300 Virginia Avenue,
Ft. Pierce, Florida 33492 Attention: County Administrator or, 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:
Treasurer
Accepted and confirmed as of the date first above written:
St. Lucie County, Florida
By:
Chairman of the Board of County
Commissioners of St. Lucie County,
Florida
Approved by the County Attorney as to Form:
By:
County Attorney for St. Lucie County,
Florida
Attest:
(Deputy) Clerk of the Board of County
Commissioners of St. Lucie County,
Florida
Citicorp Securities, Inc.
By:
Title:
EXHIBIT 1(b)
$8,635,000
DADE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
(FLORIDA)
Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project)
Series 1995
UNDERWRITING AGREEMENT
Underwriting Agreement, dated March 6, 1995, between the Dade County
Industrial Development Authority (the "Issuer"), and Citicorp
Securities, Inc., AIBC Investment Services Corp., Artemis Capital
Group, Inc. and FAIC Securities, Inc., severally and not jointly
(the "Underwriters").
1. Description of Bonds. The Issuer proposes to issue and sell
$8,635,000 aggregate principal amount of its Pollution Control
Revenue Refunding Bonds (Florida Power & Light Company Project),
Series 1995, with the terms specified in Schedule I hereto (the
"Bonds"), pursuant to a Trust Indenture, to be dated as of
March 1, 1995 (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 February 28, 1995
(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 March 1, 1995 (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 Steel Hector & Davis, 1900 Phillips
Point West, 777 South Flagler Drive, West Palm Beach, Florida 33401-
6198, at 9:00 A.M. New York time on March 7, 1995, 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 registered form
and 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 and warrants
to the Underwriters that:
(a) The Issuer has approved the delivery of an Official Statement,
dated March 6, 1995, 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 March 1, 1995 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,
Appendix D and Appendix E are herein referred to as the "Official
Statement" and the "Preliminary Official Statement", respectively,
and all references herein to matters described,<PAGE>
<PAGE>
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, Appendix D and Appendix E. 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 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".
(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 Adorno & Zeder, 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 Adorno & Zeder. 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<PAGE>
<PAGE>
by which it is bound relating to the consummation of the transactions
contemplated herein or in the Official Statement.
4. Underwriters' Representation. The Underwriters intend 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 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 1986, as amended (the "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' 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,<PAGE>
<PAGE>
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 Attorney for Dade
County, Florida, Squire, Sanders & Dempsey, as Bond Counsel and
McCrary & Mosley, as Co-Bond Counsel, Steel Hector & Davis and Reid &
Priest LLP, counsel to the Company, and Winthrop, Stimson, Putnam &
Roberts, as counsel for the Underwriters, and Adorno & Zeder, 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 LLP, 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 LLP 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<PAGE>
<PAGE>
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 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 Citicorp
Securities, Inc. on behalf of the Underwriters a wire or check
payable in immediately available funds in an amount equal to and
representing the Underwriters' fee specified in Section 2 hereof.
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 or there shall have been established
by the New York Stock Exchange 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<PAGE>
<PAGE>
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.
(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
$8,635,000 principal amount of the Bonds for the purpose of retiring
an equal principal amount of bonds previously issued by the Issuer.
The Bonds are expected to be repaid over a period of 25 years. At a
forecasted interest rate of 8.0%, total interest paid over the life
of the debt or obligation will be $17,270,000.<PAGE>
<PAGE>
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 25 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 the
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: Citicorp Securities, Inc.
AIBC Investment Services Corp.
Artemis Capital Group, Inc
FAIC Securities, Inc
c/o Citicorp Securities, Inc.
399 Park Avenue, 7th Floor
New York, New York 10043
Attention: Municipal Finance Short-Term Desk<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: /s/ R. J. BARRETO
Chairman of the Dade County
Industrial Development Authority
Attest:
/s/ JAMES D. WAGNER, JR.
Secretary Ex-Officio
Approved by the County Attorney as to Form and
Legal Sufficiency:
By: /s/ DIANNE S. GAINES
Assistant County Attorney for
Dade County, Florida
Citicorp Securities, Inc.
By: /s/ PUSHKAR K. BUTANI
Title: Vice President
AIBC Investment Services Corp.
By: /s/ ART UNGER
Title: Senior Vice President
Artemis Capital Group, Inc.
By: /s/ SANDRA M. ANDERSON
Title: Vice President
FAIC Securities, Inc.
By: /s/ FELIX GRANADOS
Title: /s/ President
Approved:
FLORIDA POWER & LIGHT COMPANY
By: /s/ DILEK SAMIL
Treasurer<PAGE>
<PAGE>
SCHEDULE I
Underwriting Agreement dated March 6, 1995.
Issuer: Dade County Industrial Development Authority
Bonds:
Designation: Pollution Control Revenue Refunding Bonds
(Florida Power & Light Company Project),
Series 1995.
Principal Amount: $8,635,000
Date of Maturity: April 1, 2020
Initial Interest Rate: 2.90%
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.
Underwriter's Fee: Citicorp Securities, Inc. $ 12,089
AIBC Investment Services Corp. $ 1,727
Artemis Capital Group, Inc. $ 1,727
FAIC Securities, Inc. $ 1,727
<PAGE>
<PAGE>
SCHEDULE II
Underwriter Principal
Amount
Citicorp Securities, Inc. $ 6,044,500
AIBC Investment Services Corp. 863,500
Artemis Capital Group, Inc. 863,500
FAIC Securities, Inc. 863,500
Total $ 8,635,000
<PAGE>
<PAGE>
EXHIBIT A
(Letterhead of County Attorney for Dade County)
March 7, 1995
Dade County Industrial Development Authority
Miami, Florida
Squire, Sanders & Dempsey
Miami, Florida
McCrary & Mosley
miami, Florida
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
Miami, Florida
(the "Underwriters" named in the
Underwriting Agreement dated
March 6, 1995 (the "Agreement")
relating to the Bonds referred to below)
Ladies and Gentlemen:
This letter will serve as the opinion of the County Attorney for Dade
County, Florida, and as general counsel for the Dade County
Industrial Development Authority (the "Issuer") in connection with
the issuance and sale of $8,635,000 aggregate principal amount of the
Issuer's Pollution Control Revenue Refunding Bonds (Florida Power &
Light Company Project), Series 1995 (the "Bonds"). The Bonds are
being issued pursuant to a resolution adopted by the Issuer on
February 28, 1995 (the "Resolution") to refund a like amount of
outstanding bonds previously issued by the Issuer to finance a
portion of the cost of the acquisition, installation and construction
of certain pollution control facilities located at the Turkey Point
Plant of Florida Power & Light Company (the "Company"), all as more
particularly described in the Trust Indenture, dated as of
March 1, 1995 (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 Project 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 the Company under the Loan Agreement, dated as of
March 1, 1995, (the "Loan Agreement"), by and between the Issuer and
Company; (iii) to execute and perform its obligations under the Loan
Agreement, the Agreement, the Indenture, and the Bonds; and (iv) to
accept the Letter of Representation, dated as of March 6, 1995, 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 Representation has been
validly accepted by the Issuer.
(4) The Issuer has duly approved the use and distribution of the
Official Statement, dated March 6, 1995 (the "Official Statement") at
the meeting wherein the Resolution was adopted and has duly
authorized<PAGE>
<PAGE>
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) To the best of my knowledge, 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 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 Squire, Sanders & Dempsey)
or
(Letterhead of McCrary & Mosley)
March 7, 1995
To: Dade County Industrial Development Authority
Miami, Florida
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
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 $8,635,000 Dade County Industrial Development Authority Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company
Project), Series 1995, dated as of March 1, 1995 (the "Series 1995
Bonds"). The Series 1995 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 a like amount of outstanding Dade County
Industrial Development Authority Pollution Control Revenue Bonds
(Florida Power & Light Company Project), Series 1985, issued to
finance a portion of the cost of the acquisition, installation and
construction of certain pollution control facilities at Units 1, 2, 3
and 4 of the Turkey Point Plant located in Dade County, Florida,
owned by the Company, all as more particularly described in the Trust
Indenture, dated as of March 1, 1995 (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 1995 Bonds. The Transcript documents include an executed
counterpart of the Indenture and an executed counterpart of the Loan
Agreement, dated as of March 1, 1995 (the "Agreement"), between the
Issuer and the Company. We also have examined an executed
Series 1995 Bond.
Based on this examination, we are of the opinion that, under existing
law:
1. The Series 1995 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 1995 Bonds constitute limited obligations of the Issuer,
and the principal of and interest and any premium on the Series 1995
Bonds (collectively, "debt service") are payable solely from the
revenues and other moneys pledged and 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 1995 Bonds and the payment of debt service
thereon are not secured by an obligation or pledge of any moneys
raised by taxation, and<PAGE>
<PAGE>
the Series 1995 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. The interest on the Series 1995 Bonds is excluded from gross income
for federal income tax purposes under Section 103(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), except on any
Series 1995 Bonds for any period during which it is held by a
"substantial user" or a "related person" as those terms are used in
Section 147(a) of the Code, and the interest on the Series 1995 Bonds
is not treated as an item of tax preference under Section 57 of the
Code for purposes of the alternative minimum tax imposed on
individuals and corporations. The Series 1995 Bonds and the interest
thereon are exempt from all taxation under the laws of the State of
Florida, except estate taxes and taxes measured by income which are
imposed by Chapter 220, Florida Statutes, as amended, on
"corporations", "banks" and "savings associations", as such terms are
defined in said Chapter 220. We express no opinion as to other tax
consequences regarding the Series 1995 Bonds.
Under the Code, portions of the interest earned by certain
corporations (as defined for federal income tax purposes) may be
subject to a corporate alternative minimum tax and an environmental
tax imposed for certain taxable years, and interest may be subject to
a branch profits tax imposed on certain foreign corporations doing
business in the United States and to a tax imposed on excess net
passive income of certain S corporations.
In giving the foregoing opinion with respect to the treatment of
interest on the Series 1995 Bonds and the status of the Series 1995
Bonds under the federal tax laws, we have assumed and relied upon
compliance with the covenants of the Issuer and the Company and the
accuracy, which we have not independently verified, of the
representations and certifications of the Issuer and the Company
contained in the Transcript. The accuracy of certain of those
representations and certifications, and compliance by the Issuer and
the Company with certain of those covenants, may be necessary for the
interest on the Series 1995 Bonds to be and to remain excluded from
gross income for federal income tax purposes. Failure to comply with
certain requirements with respect to the Series 1995 Bonds (or with
similar requirements with respect to a certain other issue of bonds
to be issued by a certain other governmental issuer for the benefit
of the Company at the same time as the Series 1995 Bonds) subsequent
to the issuance of the Series 1995 Bonds could cause the interest
thereon to be included in gross income for federal income tax
purposes retroactively to the date of issuance of the Series 1995
Bonds. 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.
Respectfully submitted,<PAGE>
<PAGE>
EXHIBIT B-2
(Letterhead of Squire, Sanders & Dempsey)
or
(Letterhead of McCrary & Mosley)
March 7, 1995
To: Dade County Industrial Development Authority
Miami, Florida
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
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 $8,635,000 Dade County Industrial Development
Authority Pollution Control Revenue Refunding Bonds (Florida Power &
Light Company Project), Series 1995, dated as of March 1, 1995 (the
"Series 1995 Bonds"). In connection with the issuance of the
Series 1995 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 March 6, 1995, relating to the Series 1995 Bonds and
a certain other issue of bonds of the Issuer (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 with full authority to execute and deliver the Indenture, the
Agreement and to issue and sell the Series 1995 Bonds pursuant to the
Act.
(2) In connection with the offering and sale of the Series 1995 Bonds
to the public, neither the Series 1995 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 1995 Bonds, the Indenture and the Agreement under the captions
"The Series 1995 Bonds" (except for certain information and
statements provided by The Depository Trust Company under "The
Series 1995 Bonds -- Book-Entry System", as to which, with your
permission, we express no opinion), "The Agreements" and "The
Indentures", insofar as they describe the provisions of the
Series 1995 Bonds, the Agreement and the Indenture, fairly and
accurately summarize the material provisions of those documents. The
statements pertaining to the Series 1995 Bonds in the Official
Statement under the caption "Tax Exemption" fairly and accurately
present the information purported to be shown.<PAGE>
<PAGE>
This letter is furnished by us solely for your benefit in connection
with the original issuance and delivery of the Series 1995 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)
March 7, 1995
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
Miami, Florida
(the "Underwriters" named in
the Underwriting Agreement dated
March 6, 1995 (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 $8,635,000
aggregate principal amount of the Issuer's Pollution Control Revenue
Refunding Bonds (Florida Power & Light Company Project), Series 1995
(the "Bonds"), issued under the Trust Indenture, dated as of
March 1, 1995 (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 March 1, 1995 (the
"Loan Agreement"), by and between the Company and the Issuer; (2) the
Letter of Representation, dated March 6, 1995 (the "Letter of
Representation"), from the Company to the Issuer and the
Underwriters; (3) the Official Statement, dated March 6, 1995,
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, among other things, the issuance and sale of debt
securities during 1995.
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<PAGE>
<PAGE>
material pending legal 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,
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 an order, as amended, 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 made in the Official Statement under the captions
"The Series 1995 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
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 opinion of even date herewith
rendered to you by Squire, Sanders & Dempsey, as Bond Counsel and<PAGE>
<PAGE>
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.
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 in all material respects.
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 LLP, New York, New
York. As to all matters of Florida law, Reid & Priest LLP 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)
March 7, 1995
Dade County Industrial Development Authority
Miami, Florida
Squire, Sanders & Dempsey
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 $8,635,000 aggregate principal
amount of Dade County Industrial Development Authority Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company
Project), Series 1995. 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 LLP)
New York, New York
March 7, 1995
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
Miami, Florida
(the "Underwriters" named in
the Underwriting Agreement dated
March 6, 1995 (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 $8,635,000 aggregate principal amount of
the Issuer's Pollution Control Revenue Refunding Bonds (Florida Power
& Light Company Project), Series 1995 (the "Bonds"), issued under the
Trust Indenture, dated as of March 1, 1995 (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 March 1, 1995 (the "Loan Agreement"), by
and between the Company and the Issuer; (b) the Letter of
Representation, dated March 6, 1995 (the "Letter of Representation"),
from the Company to the Issuer and the Underwriters; (c) the Official
Statement, dated March 6, 1995, 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 1995.
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 made in the Official Statement under the captions
"The Series 1995 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
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.
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, 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 Squire, Sanders &
Dempsey, as Bond Counsel 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 LLP)
March 7, 1995
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 $8,635,000 aggregate principal amount of its
Pollution Control Revenue Refunding Bonds (Florida Power & Light
Company Project), Series 1995, we hand you herewith signed copies of
our opinion of even date herewith to Citicorp Securities, Inc., AIBC
Investment Services Corp., Artemis Capital Group, Inc. and FAIC
Securities, Inc. (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 Adorno & Zeder)
March 7, 1995
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
Miami, Florida
(the "Underwriters" named in the Underwriting
Agreement dated March 6, 1995 (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 $8,635,000 aggregate principal amount of the Issuer's Pollution
Control Revenue Refunding Bonds (Florida Power & Light Company
Project), Series 1995 (the "Bonds"), issued under a Trust Indenture,
dated as of March 1, 1995 (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 March 1, 1995 (the "Loan
Agreement"), by and between Florida Power & Light Company (the
"Company") and the Issuer; (2) Letter of Representation, dated
March 6, 1995 (the "Letter of Representation"), from the Company to
the Issuer and the Underwriters; and (3) Official Statement, dated
March 6, 1995, 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 Squire, Sanders & Dempsey, as Bond Counsel, 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<PAGE>
<PAGE>
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 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 made in the Official Statement under the captions
"The Series 1995 Bonds", "The Agreements", and "The Indentures",
insofar as they purport to constitute summaries of the terms of the
documents referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
(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.
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 LLP, 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
March 6, 1995
Dade County Industrial Development Authority
Miami, Florida
Citicorp Securities, Inc.
New York, New York
AIBC Investment Services Corp.
Miami, Florida
Artemis Capital Group, Inc.
Boca Raton, Florida
FAIC Securities, Inc.
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 $8,635,000
aggregate principal amount of its Pollution Control Revenue Refunding
Bonds (Florida Power & Light Company Project), Series 1995 (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" or in
Appendices B, C, D and E 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.<PAGE>
<PAGE>
(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.
(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 6 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 March 1, 1995, 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.<PAGE>
<PAGE>
(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 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
(including reasonable out-of-pocket expenses of the Underwriters) 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 Bond
Counsel, 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
Adorno & Zeder, 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 their 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.<PAGE>
<PAGE>
(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 their 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 of 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.
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
Squire, Sanders & Dempsey, as Bond Counsel 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 6 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<PAGE>
<PAGE>
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 and
the Issuer and the other Underwriters, 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 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 to notify promptly 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 Underwriters 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<PAGE>
<PAGE>
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 or, 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:
Treasurer
Accepted and confirmed as of the date first above written:
Dade County Industrial
Development Authority
By:
Chairman of the Dade County
Industrial Development Authority
Approved by the County Attorney as to Form and
Legal Sufficiency:
By:
Assistant County Attorney for
Dade County, Florida
Attest:
Secretary Ex-Officio
Citicorp Securities, Inc.
By:
Title:
AIBC Investment Services Corp.
By:
Title:
Artemis Capital Group, Inc.
By:
Title:
FAIC Securities, Inc.
By:
Title:
EXHIBIT 12
FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS
<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992 1991 1990
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED CHARGES
Earnings, as defined:
Net income .................................. $ 568,073 $ 467,960 $ 514,800 $ 417,517 $ 424,804
Income taxes ................................ 319,410 239,890 264,588 183,364 182,587
Fixed charges, as below ..................... 310,312 348,028 338,219 326,686 312,812
Total earnings, as defined ................ $1,197,795 $1,055,878 $1,117,607 $ 927,567 $ 920,203
Fixed charges, as defined:
Interest expense ............................ $ 292,347 $ 327,085 $ 315,799 $ 311,152 $ 302,869
Rental interest factor ...................... 6,919 9,501 9,567 6,353 5,192
Fixed charges included in nuclear fuel cost . 11,046 11,442 12,853 9,181 4,751
Total fixed charges, as defined ........... $ 310,312 $ 348,028 $ 338,219 $ 326,686 $ 312,812
Ratio of earnings to fixed charges ............ 3.86 3.03 3.30 2.84 2.94
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Earnings, as defined:
Net income .................................. $ 568,073 $ 467,960 $ 514,800 $ 417,517 $ 424,804
Income taxes ................................ 319,410 239,890 264,588 183,364 182,587
Fixed charges, as below ..................... 310,312 348,028 338,219 326,686 312,812
Total earnings, as defined ................ $1,197,795 $1,055,878 $1,117,607 $ 927,567 $ 920,203
Fixed charges, as defined:
Interest expense ............................ $ 292,347 $ 327,085 $ 315,799 $ 311,152 $ 302,869
Rental interest factor ...................... 6,919 9,501 9,567 6,353 5,192
Fixed charges included in nuclear fuel cost . 11,046 11,442 12,853 9,181 4,751
Total fixed charges, as defined ........... 310,312 348,028 338,219 326,686 312,812
Non-tax deductible preferred stock
dividend requirements ....................... 39,558 42,663 43,901 41,256 43,600
Ratio of income before income taxes
to net income ............................... 1.56 1.51 1.51 1.44 1.43
Preferred stock dividend requirements
before income taxes ......................... 61,710 64,421 66,291 59,409 62,348
Combined fixed charges and preferred
stock dividend requirements ................. $ 372,022 $ 412,449 $ 404,510 $ 386,095 $ 375,160
Ratio of earnings to combined fixed charges
and preferred stock dividend requirements ... 3.22 2.56 2.76 2.40 2.45
</TABLE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 33-40123 on Form S-3, Post-Effective Amendment No. 1 to
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 10, 1995 appearing in this Annual Report on Form 10-K of
Florida Power & Light Company for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Miami, Florida
March 20, 1995
<TABLE> <S> <C>
<S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from FPL's condensed consolidated balance sheet as of December 31,
1994 and condensed consolidated statements of income and cash flows for the twelve months ended December 31, 1994 and is qualified
in its entirety by reference to such financial statements.
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> $10,006,153
<OTHER-PROPERTY-AND-INVEST> $435,117
<TOTAL-CURRENT-ASSETS> $832,473
<TOTAL-DEFERRED-CHARGES> $402,978
<OTHER-ASSETS> $144,731
<TOTAL-ASSETS> $11,821,452
<COMMON> $1,373,069
<CAPITAL-SURPLUS-PAID-IN> $1,946,536
<RETAINED-EARNINGS> $865,981
<TOTAL-COMMON-STOCKHOLDERS-EQ> $4,185,586
$451,250
$94,000
<LONG-TERM-DEBT-NET> $3,581,157
<SHORT-TERM-NOTES> $0
<LONG-TERM-NOTES-PAYABLE> $0
<COMMERCIAL-PAPER-OBLIGATIONS> $25,000
<LONG-TERM-DEBT-CURRENT-PORT> $86,350
$0
<CAPITAL-LEASE-OBLIGATIONS> $185,647
<LEASES-CURRENT> $0
<OTHER-ITEMS-CAPITAL-AND-LIAB> $3,212,462
<TOT-CAPITALIZATION-AND-LIAB> $11,821,452
<GROSS-OPERATING-REVENUE> $5,342,656
<INCOME-TAX-EXPENSE> $322,435
<OTHER-OPERATING-EXPENSES> $4,188,169
<TOTAL-OPERATING-EXPENSES> $4,510,604
<OPERATING-INCOME-LOSS> $832,052
<OTHER-INCOME-NET> $17,870
<INCOME-BEFORE-INTEREST-EXPEN> $849,922
<TOTAL-INTEREST-EXPENSE> $281,849
<NET-INCOME> $568,073
$39,558
<EARNINGS-AVAILABLE-FOR-COMM> $528,515
<COMMON-STOCK-DIVIDENDS> $527,454
<TOTAL-INTEREST-ON-BONDS> $0
<CASH-FLOW-OPERATIONS> $1,286,753
<EPS-PRIMARY> $0
<EPS-DILUTED> $0
</TABLE>
