Registration No. 33-59429
As filed with the Securities and Exchange Commission on June 30, 1995
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
700 Universe Boulevard
Juno Beach, Florida 33408
(407) 694-4647
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Florida 4911 59-0247775
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code number) Identification no.)
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DENNIS P. COYLE JEFFREY I. MULLENS, P.A. ROBERT J. REGER, JR., ESQ.
General Counsel Steel Hector & Davis Reid & Priest LLP
and Secretary 1900 Phillips Point West 40 West 57th Street
Florida Power 777 South Flagler Drive New York,
& Light Company West Palm Beach, New York 10019
700 Universe Boulevard Florida 33401 (212) 603-2000
Juno Beach, (407) 650-7257
Florida 33408
(407) 694-4644
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
STEPHEN K. WAITE, ESQ.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
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<PAGE>
FLORIDA POWER & LIGHT COMPANY
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION
IN PROSPECTUS OF ITEMS OF FORM S-4
A. INFORMATION ABOUT THE
TRANSACTION
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus Facing Page of Registration
Statement; Cross Reference Sheet;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside
Back Cover Pages of
Prospectus Inside Front Cover Page of Prospectus;
Outside Back Cover Page of Prospectus;
Available Information; Incorporation of
Certain Documents by Reference; Table
of Contents
3. Risk Factors, Ratio of
Earnings to Fixed Charges,
and Other Information Risk Factors; Prospectus Summary; The
Company; Selected Financial Information
4. Terms of the Transaction The Exchange Offer; Description of the
QUIDS; Certain United States Federal
Income Tax Considerations
5. Pro Forma Financial
Information Not Applicable
6. Material Contacts with the
Company Being Acquired Not Applicable
7. Additional Information
Required for Reoffering
by Persons and Parties
Deemed to be Underwriters Not Applicable
8. Interests of Named Experts
and Counsel Not Applicable
9. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities Part II of the Registration Statement,
Item 22. Undertakings
B. INFORMATION ABOUT
THE REGISTRANT
10. Information with Respect
to S-3 Registrants Not Applicable
11. Incorporation of Certain
Information by Reference Incorporation of Certain Documents by
Reference
12. Information with Respect
to S-2 or S-3 Registrants Not Applicable
13. Incorporation of Certain
Information by Reference Not Applicable
14. Information with Respect
to Registrants Other
Than S-3 or S-2
Registrants Not Applicable
C. INFORMATION ABOUT THE COMPANY
BEING ACQUIRED
15. Information with Respect
to S-3 Companies Not Applicable
16. Information with Respect
to S-2 or S-3 Companies Not Applicable
17. Information with Respect
to Companies Other Than
S-3 or S-2 Companies Not Applicable
D. VOTING AND MANAGEMENT
INFORMATION
18. Information if Proxies,
Consents or Authorizations
Are To Be Solicited Not Applicable
19. Information if Proxies,
Consents or Authorizations
Are Not to Be Solicited
or in an Exchange Offer Incorporation of Certain Documents by
Reference
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 30, 1995
FLORIDA POWER & LIGHT COMPANY
OFFER TO EXCHANGE
___% QUARTERLY INCOME DEBT SECURITIES (QUIDS (SM))
(SUBORDINATED DEFERRABLE INTEREST DEBENTURES, DUE _____)
FOR
$2.00 NO PAR PREFERRED STOCK, SERIES A
(INVOLUNTARY LIQUIDATION VALUE $25 PER SHARE)
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
ON AUGUST ___, 1995, UNLESS THE EXCHANGE OFFER IS EXTENDED
Florida Power & Light Company ("FPL" or the "Company") hereby offers,
upon the terms and subject to the conditions set forth in this Prospectus
and the accompanying Letter of Transmittal (the "Letter of Transmittal",
which, together with this Prospectus, constitutes the "Exchange Offer"), to
exchange its __% Quarterly Income Debt Securities (Subordinated Deferrable
Interest Debentures, Due _____) (the "QUIDS") for its 5,000,000 outstanding
shares of $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation
Value $25 Per Share) (the "$2.00 Preferred Stock"). The QUIDS are offered
in minimum denominations of $25 and integral multiples thereof, and the
$2.00 Preferred Stock has an involuntary liquidation preference of $25 per
share. Consequently, exchanges will be made on the basis of $25 principal
amount of QUIDS for each share of $2.00 Preferred Stock validly tendered
and accepted for exchange in the Exchange Offer. In addition, as part of
the Exchange Offer, Holders (as defined herein) of $2.00 Preferred Stock
accepted for exchange will be entitled to receive cash equal to the accrued
and unpaid dividends on such shares accumulating after May 31, 1995 to the
Closing Date (as defined herein) in lieu of such dividends on their shares
of $2.00 Preferred Stock accepted for exchange, such amount, without
interest (the "Payment in Lieu of Accumulated Dividends"), to be payable
on the Closing Date.
Holders of $2.00 Preferred Stock may participate in the Exchange Offer
by properly completing and signing the Letter of Transmittal and tendering
their shares of $2.00 Preferred Stock in accordance with the instructions
contained in "The Exchange Offer - Procedures for Tendering" herein and in
the Letter of Transmittal prior to the Expiration Date (as defined herein).
Tenders of shares of $2.00 Preferred Stock pursuant to the Exchange Offer
may be withdrawn from the Exchange Offer at any time prior to the
Expiration Date, and, unless FPL has accepted such shares of $2.00
Preferred Stock for exchange, at any time after 40 Business Days (as
defined herein) from the date of this Prospectus. A Holder of shares of
$2.00 Preferred Stock who desires to tender such shares and whose
certificates for such shares are not immediately available, or who cannot
comply in a timely manner with the procedure for book-entry transfer, may
tender such shares by following procedures for guaranteed delivery set
forth in "The Exchange Offer - Procedures for Tendering - Guaranteed
Delivery."
For a description of the other terms of the Exchange Offer, see "The
Exchange Offer - Terms of the Exchange Offer"; " - Expiration Date;
Extensions; Amendments; Termination"; " - Withdrawal of Tenders"; and the
Letter of Transmittal. FPL expressly reserves the right to extend, amend
or modify the terms of the Exchange Offer, and not to accept for exchange
any shares of $2.00 Preferred Stock, at any time prior to the Expiration
Date for any reason, including, without limitation, if fewer than 1,250,000
shares of $2.00 Preferred Stock are tendered (which condition may be waived
by FPL). The Company has not set a date beyond which the Exchange Offer
will not be extended. See "The Exchange Offer - Expiration Date;
Extensions; Amendments; Termination."
SEE "RISK FACTORS" FOR CERTAIN INFORMATION RELEVANT TO THE EXCHANGE
OFFER AND AN INVESTMENT IN THE QUIDS, INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENT OF INTEREST ON THE QUIDS MAY
BE DEFERRED AND CERTAIN RELATED FEDERAL INCOME TAX CONSEQUENCES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
(Cover continued on following page)
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(SM) QUIDS is a service mark of Goldman, Sachs & Co.
----------
The Dealer Managers for the Exchange Offer are:
GOLDMAN, SACHS & CO. LEHMAN BROTHERS
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The date of this Prospectus is July __, 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
<PAGE>
The QUIDS will mature on _______________. Interest on the QUIDS is
payable in equal quarterly installments, in arrears, on March 31, June 30,
September 30, and December 31 of each year (each an "Interest Payment
Date"), commencing September 30, 1995, to the persons in whose name the
QUIDS are registered at the close of business 15 calendar days prior to the
relevant Interest Payment Dates (each a "Regular Record Date"); provided
that, so long as an Event of Default (as defined herein) has not occurred
and is not continuing, FPL will have the right to extend the interest
payment period at any time and from time to time on the QUIDS to a period
not exceeding 20 consecutive quarterly interest payment periods and, as a
consequence, the quarterly interest payments on the QUIDS would be deferred
(but, to the extent allowed by law, would continue to accrue with interest
thereon compounded quarterly at the rate of interest on the QUIDS) during
any such extended interest payment period (each an "Extension Period"); and
all interest will be due and payable on the last Business Day of the
Extension Period. In the event that FPL exercises this right, FPL may not
declare or pay dividends on, or redeem, purchase or acquire, any of its
Capital Stock (as defined herein) during such Extension Period, except that
FPL may make mandatory sinking fund payments with respect to its 6.84%
Preferred Stock, Series Q and 8.625% Preferred Stock, Series R. During any
such Extension Period, FPL may continue to extend the interest payment
period, provided that the aggregate interest payment period, as extended,
may not exceed 20 consecutive quarterly interest payment periods or extend
beyond the maturity of the QUIDS. Upon the termination of any Extension
Period and the payment of all amounts then due, FPL may elect a new
Extension Period, subject to the above requirements. Based upon FPL's
current financial condition and, in light of the restriction on payment of
dividends during an Extension Period, FPL believes that an extension of an
interest payment period on the QUIDS is currently unlikely and has no
current intention to extend such an interest payment period. See
"Description of the QUIDS Option to Extend Interest Payment Period."
The QUIDS will be redeemable on or prior to February 28, 1997 at the
option of FPL, in whole or in part, upon not less than 30 nor more than 60
days' notice, at 108% of the principal amount redeemed, plus accrued and
unpaid interest, if any, to the redemption date, and thereafter at 100% of
the principal amount redeemed plus accrued and unpaid interest, if any, to
the redemption date; provided, however, that none of the QUIDS shall be
redeemed prior to March 1, 1997, if such redemption is for the purpose, or
in anticipation, of refunding such QUIDS through the use, directly or
indirectly, of funds borrowed by FPL at an effective interest cost to FPL
(calculated in accordance with acceptable financial practice) of less than
8.2102% per annum. The obligations of FPL under the QUIDS are subordinate
and junior in the right of payment to all Senior Indebtedness (as defined
herein) of FPL. As of March 31, 1995, outstanding Senior Indebtedness of
FPL aggregated approximately $3.8 billion. The Indenture (as defined
herein) does not limit the amount of Senior Indebtedness that FPL may
issue, and the covenants contained in the Indenture would not afford
Holders of QUIDS protection in the event of a highly-leveraged transaction
or change of control involving FPL. See "Description of the QUIDS"; also,
for a comparison of the redemption terms of the QUIDS and the $2.00
Preferred Stock, see "Prospectus Summary - Comparison of QUIDS and $2.00
Preferred Stock."
For United States federal income tax purposes, the exchange of QUIDS for
$2.00 Preferred Stock pursuant to the Exchange Offer will be a taxable
transaction, and the QUIDS will be treated as having been issued with
original issue discount ("OID"). The OID rules may accelerate the timing
of a Holder's recognition of interest income during an Extension Period.
For a discussion of these and other United States federal income tax
considerations relevant to the Exchange Offer, see "Certain United States
Federal Income Tax Consequences."
Application will be made to have the QUIDS listed on the New York Stock
Exchange (the "NYSE").
The $2.00 Preferred Stock is listed and principally traded on the NYSE.
On July __, 1995, the last full day of trading prior to the first public
announcement of the Exchange Offer, the closing sales price of the $2.00
Preferred Stock on the NYSE as reported on the composite tape was
$______________ per share. Holders of the $2.00 Preferred Stock are urged
to obtain current market quotations for the $2.00 Preferred Stock. To the
extent that a certain number of shares of $2.00 Preferred Stock is tendered
and accepted in the Exchange Offer and/or the number of Holders of $2.00
Preferred Stock is reduced to below certain levels, FPL would be required
to delist the $2.00 Preferred Stock from the NYSE pursuant to NYSE rules
and regulations and the trading market for untendered $2.00 Preferred Stock
could be adversely affected. See "Listing and Trading of QUIDS and $2.00
Preferred Stock."
(Cover continued on following page)
The QUIDS constitute a new issue of securities with no established
trading market. While FPL will apply to have the QUIDS listed on the NYSE,
there can be no assurance that an active trading market for the QUIDS will
develop or be sustained in the future.
Goldman, Sachs & Co. and Lehman Brothers have been retained as Dealer
Managers to solicit exchanges of QUIDS for $2.00 Preferred Stock. The
Dealer Managers will receive a combined total fee of $0.1875 per $25
principal amount of QUIDS issued in the Exchange Offer. See "The Exchange
Offer - Dealer Managers." The Dealer Managers may receive additional
compensation if they also perform services as a Soliciting Dealer (as
defined herein). See next paragraph and "Fees and Expenses; Transfer
Taxes."
Subject to the receipt of a properly completed and duly executed Notice
of Solicited Tenders as described herein, the Company will pay to any
Soliciting Dealer a solicitation fee of $0.50 per $25 principal amount of
QUIDS issued in respect of shares of $2.00 Preferred Stock solicited by
such Soliciting Dealer and accepted in the Exchange Offer. See "Fees and
Expenses; Transfer Taxes."
Georgeson & Company Inc. has been retained to act as Information Agent
and The Chase Manhattan Bank (National Association) has been retained to
act as Exchange Agent to assist with the Exchange Offer.
Questions and requests for assistance may be directed to the Dealer
Managers or the Information Agent as set forth on the back cover of this
Prospectus. Requests for additional copies of this Prospectus, the Letter
of Transmittal and the Notice of Guaranteed Delivery may be directed to the
Information Agent.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Documents by Reference . . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Selected Financial Information . . . . . . . . . . . . . . . . . . . . 15
The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Listing and Trading of QUIDS and $2.00 Preferred Stock . . . . . . . . 23
Fees and Expenses; Transfer Taxes . . . . . . . . . . . . . . . . . . . 23
Description of the QUIDS . . . . . . . . . . . . . . . . . . . . . . . 24
Description of Certain Terms of the $2.00 Preferred Stock . . . . . . . 32
Certain United States Federal Income Tax Consequences . . . . . . . . . 34
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
____________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MAY NOT BE CALLED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THE COMPANY IS NOT AWARE OF ANY JURISDICTION IN WHICH THE MAKING
OF THE EXCHANGE OFFER IS NOT IN COMPLIANCE WITH APPLICABLE LAW. IF THE
COMPANY BECOMES AWARE OF ANY JURISDICTION IN WHICH THE MAKING OF THE
EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH APPLICABLE LAW, THE COMPANY
WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH LAW. IF, AFTER SUCH GOOD
FAITH EFFORT, THE COMPANY CANNOT COMPLY WITH ANY SUCH LAW, THE EXCHANGE
OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF
OF) HOLDERS RESIDING IN SUCH JURISDICTIONS. IN ANY JURISDICTION WHERE THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE EXCHANGE OFFER TO BE MADE BY
OR THROUGH A LICENSED BROKER OR DEALER, THE EXCHANGE OFFER IS BEING MADE ON
BEHALF OF THE COMPANY BY THE DEALER MANAGERS OR ONE OR MORE REGISTERED
BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT
THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
FPL is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by FPL with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and
Chicago Regional Office, 500 West Madison Street, 14th Floor, Chicago,
Illinois 60661-2511. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements
and other information can also be inspected at the offices of The New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 on which
the $2.00 Preferred Stock is listed.
This Prospectus constitutes a part of a registration statement on Form
S-4 (together with all amendments and exhibits, the "Registration
Statement") filed by FPL with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus does not contain
all of the information contained in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of
the Commission. Statements contained herein concerning the provisions of
any document should be read in conjunction with such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is subject to and qualified by reference
to such document. Reference is made to such Registration Statement and to
the exhibits relating thereto for further information with respect to FPL
and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission under the
Exchange Act, are incorporated by reference in this Prospectus and made a
part hereof:
(a) FPL's Annual Report on Form 10-K for the year ended December 31,
1994; and
(b) FPL's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
All other documents filed by FPL with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the Closing Date shall be deemed to be
incorporated herein by reference. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. FPL WILL PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS
PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE
BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). FPL WILL RESPOND TO SUCH
REQUESTS WITHIN ONE BUSINESS DAY OF RECEIPT THEREOF AND WILL SEND SUCH
DOCUMENTS BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS. REQUESTS
SHOULD BE DIRECTED TO SHAREHOLDER SERVICES, 700 UNIVERSE BOULEVARD, JUNO
BEACH, FLORIDA 33408, TELEPHONE (407) 694-4692 OR (800) 222-4511. IN ORDER
TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY A
DATE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE.
RISK FACTORS
Neither the Company nor its Board of Directors makes any recommendation
to Holders of $2.00 Preferred Stock as to whether to tender all or any
shares of $2.00 Preferred Stock in the Exchange Offer. Holders of $2.00
Preferred Stock should carefully consider the following risk factors:
EXCHANGE IS TAXABLE EVENT
The exchange of $2.00 Preferred Stock for QUIDS pursuant to the Exchange
Offer will be a taxable event. Accordingly gain or loss will be recognized
in an amount equal to the difference between the fair market value of the
QUIDS received in the exchange plus the Payment in Lieu of Accumulated
Dividends and the exchanging shareholder's tax basis in the shares of $2.00
Preferred Stock surrendered. See "Certain United States Federal Income Tax
Consequences." Exchanging Holders who have a taxable gain could have a tax
liability without the receipt of cash from the exchange sufficient to
cover such liability. All holders of $2.00 Preferred Stock are advised
to consult their own tax advisors regarding the federal, state, local and
other tax consequences of the exchange of QUIDS for $2.00 Preferred Stock.
UNSECURED OBLIGATIONS SUBORDINATED TO ALL PRESENT AND FUTURE SENIOR
INDEBTEDNESS OF FPL
The QUIDS are unsecured obligations of FPL and will be, and the shares
of $2.00 Preferred Stock are, subordinate in right of payment to all
existing and future Senior Indebtedness of FPL. As of March 31, 1995,
Senior Indebtedness of FPL aggregated approximately $3.8 billion. The
terms of the QUIDS do not limit FPL's ability to incur additional
indebtedness, including indebtedness that ranks senior to or pari passu
with the QUIDS. The covenants contained in the Indenture would not
offer Holders of QUIDS protection in the event of a highly- leveraged
transaction or change of control involving FPL. A default with respect
to, or the acceleration of, any other indebtedness of FPL will not
constitute an Event of Default with respect to the QUIDS. See
"Description of the QUIDS Subordination" and "Prospectus Summary
- Comparison of QUIDS and $2.00 Preferred Stock."
FPL'S RIGHT TO EXTEND INTEREST PAYMENT PERIOD
FPL has the right under the Indenture to extend the interest payment
period from time to time on the QUIDS, so long as an event of default has
not occurred and is not continuing, for an Extension Period not exceeding
20 consecutive quarterly interest payment periods, during which no interest
shall be due and payable until the last Business Day of such Extension
Period. If FPL exercises the right to extend an interest payment period,
FPL may not during such Extension Period declare or pay dividends on, or
purchase, acquire or make a distribution or liquidation payment with
respect to, any of its Capital Stock; provided that it may make mandatory
sinking fund payments on its 6.84% Preferred Stock, Series Q and
8.625% Preferred Stock, Series R.
Prior to the expiration of any Extension Period, FPL may further extend
such Extension Period, provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 20
consecutive quarterly interest payment periods. Upon the expiration of any
Extension Period and the payment of all amounts then due, FPL may select a
new Extension Period, subject to the above requirements. Consequently,
there could be multiple Extension Periods of varying lengths throughout the
term of the QUIDS. See "Description of the QUIDS Option to Extend
Interest Payment Period."
In the event that FPL determines to extend an interest payment period,
or in the event that FPL thereafter extends an Extension Period, the market
price of the QUIDS is likely to be adversely affected. In addition, as a
result of FPL's right to extend the interest payment period, the market
price of the QUIDS may be more volatile than other debt instruments with
OID which do not have such right.
Because FPL has the right to extend the interest payment period, the
QUIDS will be treated as having been issued with OID for United States
federal income tax purposes. As a result, during an Extension Period,
Holders of QUIDS that are subject to United States federal income tax would
be required to continue to include in gross income interest accruing on the
QUIDS for United States federal income tax purposes in advance of the
receipt of cash. See "Certain United States Federal Income Tax
Consequences Original Issue Discount, Market Discount and Acquisition
Premium." A holder that disposes of its QUIDS prior to the record date for
the payment of interest at the end of an Extension Period will not receive
cash from the Company related to such interest because such interest will
be paid to the holder of record on such record date, regardless of who the
holder of record may have been on other dates during the Extension Period.
ACCRUALS OF INTEREST ON QUIDS FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES.
Holders of QUIDS will be required to include in their gross income
interest from the QUIDS as it accrues, rather than when it is paid,
regardless of the Holders' regular method of accounting. Such interest
will generally be equal to the amount of stated interest payable on the
QUIDS each year. See "Certain United States Federal Income Tax
Consequences Original Issue Discount, Market Discount and Acquisition
Premium".
In addition, if the fair market value of the QUIDS at the time of
their issuance is less than their stated principal amount, the
difference will be additional OID included in the income of the
Holders over the term of such QUIDS.
NO ESTABLISHED TRADING MARKET FOR QUIDS
The QUIDS constitute a new issue of securities with no established
trading market. While FPL will apply to list the QUIDS on the NYSE, there
can be no assurance that an active market for the QUIDS will develop or be
sustained in the future. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the QUIDS or whether the sales price
of the QUIDS on the NYSE at the time of issuance thereof (or at any time
thereafter) will be greater than or less than either the stated principal
amount thereof or the closing sales price of the $2.00 Preferred Stock on
the NYSE on the Expiration Date. See "Listing and Trading of QUIDS and
$2.00 Preferred Stock."
$2.00 PREFERRED STOCK MAY BE DELISTED; MARKET FOR $2.00 PREFERRED STOCK
MAY BECOME ILLIQUID
To the extent that more than 4,900,000 shares of $2.00 Preferred Stock
are tendered and accepted in the Exchange Offer or that the market value of
publicly-held shares of $2.00 Preferred Stock is less than $2,000,000, FPL
would be required to delist the $2.00 Preferred Stock from the NYSE
pursuant to the rules and regulations of the NYSE, and the trading market
for shares of $2.00 Preferred Stock which are not tendered and accepted
could be adversely affected. See"Listing and Trading of QUIDS and $2.00
Preferred Stock."
QUIDS HAVE NO VOTING RIGHTS
The QUIDS will not have any of the voting rights of the $2.00 Preferred
Stock. See "Description of Certain Terms of the $2.00 Preferred
Stock Voting Rights."
PROSPECTUS SUMMARY
The following is a summary of certain information contained herein and
should be read in conjunction with such information contained elsewhere in
this Prospectus and is subject to and qualified by reference to such
information. Capitalized terms used herein have the respective meanings
ascribed to them elsewhere in this Prospectus.
SEE "RISK FACTORS" FOR CERTAIN INFORMATION RELEVANT TO THE EXCHANGE
OFFER AND AN INVESTMENT IN THE QUIDS.
THE COMPANY
FPL was incorporated under the laws of Florida in 1925 and is engaged in
the generation, transmission, distribution and sale of electric energy.
The principal executive office of FPL is located at 700 Universe Boulevard,
Juno Beach, Florida 33408, telephone (407) 694-4647, and the mailing
address is P.O. Box 14000, Juno Beach, Florida 33408-0420.
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
The purpose of the Exchange Offer is to refinance the $2.00 Preferred
Stock with the QUIDS and to achieve certain tax efficiencies for FPL while
preserving FPL's flexibility with respect to future financings. This
refinancing will permit FPL to deduct interest payable on the QUIDS for
United States federal income tax purposes. Dividends payable on the $2.00
Preferred Stock are not tax deductible by FPL. See "The Exchange Offer
Purpose of the Exchange Offer." While dividends on the $2.00 Preferred
Stock are eligible for the dividends received deduction for corporate
Holders, interest on the QUIDS will not be eligible for the dividends
received deduction for corporate Holders. The dividends received deduction
is not available to individual, non-corporate Holders of either QUIDS or
$2.00 Preferred Stock. See "Comparison of QUIDS and $2.00 Preferred
Stock."
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, FPL hereby offers to exchange its __% Quarterly
Income Debt Securities (Subordinated Deferrable Interest Debentures, Due
___) for its 5,000,000 outstanding shares of $2.00 Preferred Stock.
Exchanges will be made on the basis of $25 principal amount of QUIDS for
each share of $2.00 Preferred Stock validly tendered and accepted for
exchange in the Exchange Offer. In addition, as part of the Exchange
Offer, Holders of $2.00 Preferred Stock accepted for exchange will be
entitled to receive the Payment in Lieu of Accumulated Dividends, payable
on the Closing Date. See "The Exchange Offer Terms of the Exchange
Offer."
EXPIRATION DATE; WITHDRAWALS
Upon the terms and conditions of the Exchange Offer, FPL intends to
accept for exchange any of the 5,000,000 shares of $2.00 Preferred Stock
validly tendered and not withdrawn prior to 5:00 p.m., New York City time,
on August ___, 1995, or if the Exchange Offer is extended by FPL, in its
sole discretion, the latest date and time to which the Exchange Offer has
been extended (the "Expiration Date"). Tenders of $2.00 Preferred Stock
pursuant to the Exchange Offer may be withdrawn at any time prior to the
Expiration Date and, unless accepted for exchange by FPL, may be withdrawn
at any time after 40 Business Days (as defined herein) from the date of
this Prospectus. A "Business Day" shall mean any day other than a day on
which banking institutions in the City of New York are authorized or
required by law to close. See "The Exchange Offer - Withdrawal of
Tenders"; " - Expiration Date; Extensions; Amendments; Termination."
EXTENSIONS; AMENDMENTS; TERMINATION
FPL expressly reserves the right, in its sole discretion, to (i) extend,
amend or modify the terms of the Exchange Offer in any manner and (ii)
withdraw or terminate the Exchange Offer and not accept for exchange any
$2.00 Preferred Stock, at any time prior to the Expiration Date for any
reason, including (without limitation) if fewer than 1,250,000 shares of
$2.00 Preferred Stock are tendered (which condition may be waived by FPL).
The Company has not set a date beyond which the Exchange Offer will not be
extended. See "The Exchange Offer - Expiration Date; Extensions;
Amendments; Termination."
PROCEDURES FOR TENDERING
Each Holder of $2.00 Preferred Stock wishing to participate in the
Exchange Offer must (i) properly complete and sign the Letter of
Transmittal or a facsimile thereof (all references in this Prospectus to
the Letter of Transmittal shall be deemed to include a facsimile thereof)
in accordance with the instructions contained herein and in the Letter of
Transmittal, together with any required signature guarantees, and deliver
the same to The Chase Manhattan Bank (National Association), as Exchange
Agent, prior to the Expiration Date and either (a) certificates for the
$2.00 Preferred Stock must be received by the Exchange Agent at such
address or (b) book-entry transfer described herein and a confirmation of
such book-entry transfer must be received by the Exchange Agent, in each
case prior to the Expiration Date or (ii) comply with the guaranteed
delivery procedures described herein. See "The Exchange Offer -
Procedures for Tendering."
LETTERS OF TRANSMITTAL, CERTIFICATES FOR $2.00 PREFERRED STOCK AND ANY
OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT; NOT TO
FPL, THE DEALER MANAGERS OR THE INFORMATION AGENT.
SPECIAL PROCEDURE FOR BENEFICIAL OWNERS
Any beneficial owner whose $2.00 Preferred Stock is registered in the
name of a broker, dealer, commercial bank, trust company or other nominee
and who wishes to tender such $2.00 Preferred Stock should contact such
registered Holder promptly and instruct such registered Holder to tender on
such beneficial owner's behalf. If, however, such beneficial owner wishes
to tender on its own behalf, such owner must, prior to completing and
executing a Letter of Transmittal and delivering its $2.00 Preferred Stock,
either make appropriate arrangements to register ownership of the $2.00
Preferred Stock in such owner's name or obtain a properly completed stock
power from the registered Holder. The transfer of registered ownership may
take considerable time and may not be able to be completed prior to the
Expiration Date. See "The Exchange Offer - Procedures for Tendering."
GUARANTEED DELIVERY PROCEDURES
If a Holder desires to accept the Exchange Offer and time will not
permit a Letter of Transmittal or certificates for $2.00 Preferred Stock to
reach the Exchange Agent before the Expiration Date or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected in accordance with the guaranteed delivery procedures set forth in
"The Exchange Offer - Procedures for Tendering - Guaranteed Delivery."
ACCEPTANCE OF SHARES
FPL expressly reserves the right, in its sole discretion, to delay
acceptance for exchange of $2.00 Preferred Stock tendered under the
Exchange Offer and the delivery of the QUIDS with respect to the $2.00
Preferred Stock accepted for exchange (subject to Rules 13e-4 and 14e-1
under the Exchange Act, which require that FPL consummate the Exchange
Offer or return the $2.00 Preferred Stock deposited by or on behalf of the
Holders thereof promptly after the termination or withdrawal of the
Exchange Offer) at any time prior to the Expiration Date for any reason
including (without limitation) if fewer than 1,250,000 shares of the $2.00
Preferred Stock are tendered (which condition may be waived by FPL). See
"The Exchange Offer - Acceptance of Shares; Delivery of QUIDS" and
" - Expiration Date; Extensions; Amendments; Termination."
All shares of $2.00 Preferred Stock not accepted pursuant to the
Exchange Offer will be returned to the tendering Holders at FPL's expense
as promptly as practicable following the Expiration Date.
All shares of $2.00 Preferred Stock accepted pursuant to the Exchange
Offer will be retired and canceled.
DELIVERY OF QUIDS
Subject to the terms and conditions of the Exchange Offer, the delivery
of the QUIDS will occur as promptly as practicable on a single settlement
date (the "Closing Date") following the Expiration Date. See "The Exchange
Offer - Acceptance of Shares; Delivery of QUIDS" and " - Expiration Date;
Extensions; Amendments; Termination."
UNTENDERED SHARES
Holders of $2.00 Preferred Stock who do not tender their $2.00 Preferred
Stock in the Exchange Offer or whose $2.00 Preferred Stock is not accepted
for exchange will continue to hold such $2.00 Preferred Stock and will be
entitled to all the rights and preferences, and will be subject to all of
the limitations, applicable thereto. See "Listing and Trading of QUIDS and
$2.00 Preferred Stock."
EXCHANGE AGENT AND INFORMATION AGENT
The Chase Manhattan Bank (National Association) has been appointed as
Exchange Agent in connection with the Exchange Offer. Questions and
requests for assistance, requests for additional copies of this Prospectus
or of the Letter of Transmittal and requests for Notices of Guaranteed
Delivery should be directed to Georgeson & Company Inc., which has been
retained by FPL to act as Information Agent for the Exchange Offer. The
addresses and telephone numbers of the Exchange Agent and the Information
Agent are set forth in "The Exchange Offer - Exchange Agent and Information
Agent" and on the outside back cover of this Prospectus.
DEALER MANAGERS
Goldman, Sachs & Co. and Lehman Brothers have been retained as Dealer
Managers in connection with the Exchange Offer. Questions with respect to
the Exchange Offer may be directed to Goldman, Sachs & Co. at (800) 838-
3182 and to Lehman Brothers at (800) 438-3242.
DESCRIPTION OF QUIDS
The QUIDS will be unsecured subordinated debt securities issued under an
Indenture dated as of August ___, 1995, between FPL and The Chase Manhattan
Bank (National Association), as Trustee, hereinafter referred to as the
"Indenture." The Indenture permits the issuance of unsecured subordinated
debt securities in series, the first of which series is the QUIDS. "Debt
Securities", as used herein, shall mean any series of such unsecured
subordinated debt securities issued from time to time and outstanding under
the Indenture, including the QUIDS as the first series thereof. The QUIDS
will be subordinate to all Senior Indebtedness of FPL but are senior to all
Capital Stock of FPL. "Capital Stock", as used herein, shall mean any
shares of preferred stock (regardless of par value), preference stock or
common stock of FPL from time to time outstanding.
The QUIDS are to mature ____________________ and will bear interest at
the rate per annum shown in the title thereof payable in equal quarterly
installments, in arrears, on the Interest Payment Dates, commencing
September 30, 1995, to the persons in whose names the QUIDS are registered
at the close of business on the relevant Regular Record Dates. Interest
will originally accrue from, and including, the Closing Date to, and
including, the first Interest Payment Date, and thereafter will accrue
from, and excluding, the last Interest Payment Date through which interest
has been paid. No interest will accrue on the QUIDS with respect to the
day on which the QUIDS mature. In the event that any date on which
interest is payable on the QUIDS is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if
made on such date.
No Sinking Fund will be established for the benefit of the QUIDS.
The QUIDS will be redeemable on or prior to February 28, 1997 at the
option of FPL, in whole or in part, upon not less than 30 nor more 60 days'
notice, at 108% of the principal amount redeemed plus accrued and unpaid
interest, if any, to the redemption date, and thereafter at 100% of the
principal amount redeemed plus accrued and unpaid interest, if any, to the
redemption date; provided, however, that none of the QUIDS shall be
redeemed prior to March 1, 1997, if such redemption is for the purpose, or
in anticipation, of refunding such QUIDS through the use, directly or
indirectly, of funds borrowed by FPL at an effective interest cost to FPL
(calculated in accordance with acceptable financial practice) of less than
8.2102% per annum.
FPL shall have the right at any time and from time to time during the
term of the QUIDS, so long as an Event of Default has not occurred and is
not continuing, to elect an Extension Period, on the last Business Day of
which Extension Period, FPL shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the QUIDS to the
extent permitted by applicable law); provided, that, during any such
Extension Period, FPL shall not declare or pay any dividend on, or redeem,
purchase, acquire or make a distribution or liquidation payment with
respect to, any of its Capital Stock, except that FPL may make mandatory
sinking fund payments with respect to its 6.84% Preferred Stock, Series Q
and 8.625% Preferred Stock, Series R. FPL may prepay at any time all or
any portion of the interest accrued during an Extension Period. Based upon
FPL's current financial condition and, in light of the restriction on
payment of dividends during an Extension Period, FPL believes that an
extension of an interest payment period on the QUIDS is currently unlikely
and has no current intention to extend such an interest payment period.
Prior to the termination of any such Extension Period, FPL may further
extend the interest payment period, provided that such Extension Period,
together with all such previous and further extensions thereof, may not
exceed 20 consecutive quarterly interest payment periods or extend beyond
the maturity of the QUIDS. Upon the termination of any Extension Period
and the payment of all amounts then due, FPL may elect another Extension
Period. FPL shall give the Holders of the QUIDS notice of its election of
an Extension Period prior to the earlier of (i) two Business Days prior to
the Regular Record Date for the next Interest Payment Date which would
occur but for such election or (ii) the date FPL is required to give notice
to the NYSE or other applicable self-regulatory organization of the Regular
Record Date or Interest Payment Date.
The provisions described in this Prospectus under the caption
"Description of the QUIDS - Defeasance" are applicable to the QUIDS.
COMPARISON OF QUIDS AND $2.00 PREFERRED STOCK
The following is a brief summary of certain terms of the QUIDS and $2.00
Preferred Stock. For a more complete description of the QUIDS, see
"Description of the QUIDS"; and for additional information about the $2.00
Preferred Stock, see "Description of Certain Terms of the $2.00 Preferred
Stock."
QUIDS $2.00 Preferred Stock
-------- ------------------------
Issuer . . . . . . . . FPL FPL
Interest/Dividend . . ___% per annum $2.00 per annum dividend
Rate . . . . . . . . interest payable in (nominal annual dividend
equal quarterly rate of 8%) payable on
installments, in the first calendar day of
arrears, on each March, June, September
Interest Payment and December of each
Date and accruing year, out of funds
originally from, legally available there-
and including, the for, when, as and if
date of issuance declared by FPL's Board
thereof to, and of Directors. Dividends
including, the first are cumulative. Accumu-
Interest Payment lated unpaid dividends do
Date, and thereafter not bear interest.
from, and excluding,
the last Interest
Payment Date through
which interest has
been paid, subject to
FPL's right to elect,
from time to time,
Extension Periods,
each of which may not
exceed 20 consecutive
quarterly interest
payment periods. Dur-
ing any Extension
Period (to the extent
permitted by law),
interest would
continue to accrue,
compounded quarterly
and would be due and
payable on the last
Business Day of the
Extension Period.
Optional Redemption . . The QUIDS will be re- Redeemable at the option
deemable on or prior of FPL, in whole or in
to February 28, 1997 part at anytime, on not
at the option less than 30 days'
of FPL, in whole or notice, at $27.00 per
in part, upon not share on or before
less than 30 nor February 28, 1997, and
more than 60 days' thereafter at $25.00 per
notice, at 108% of share, plus, in each
the principal amount case, accrued and unpaid
redeemed plus accrued dividends, if any, to the
and unpaid interest, redemption date; except
if any, to the re- that prior to March 1,
demption date; and 1997, the $2.00 Preferred
thereafter at 100% Stock shall not be re-
of the principal deemable if such redemp-
amount redeemed tion is for the purpose,
plus accrued and un- or in anticipation, of
unpaid interest, if refunding such $2.00
any, to the redemp- Preferred Stock through
tion date, provided, the use, directly or
however, that none indirectly, of funds
of the QUIDS shall borrowed by FPL at an
be redeemed prior effective interest cost
to March 1, 1997, to FPL (calculated in
if such redemption accordance with accept-
is for the purpose, able financial practice)
or in anticipation, of less than 8.2102% per
of refunding such annum.
QUIDS through the
use, directly or
indirectly, of funds
borrowed by FPL at
an effective interest
cost to FPL (calcu-
lated in accordance
with acceptable fin-
ancial practice) of
less than 8.2102%
per annum.
Maturity/Mandatory The QUIDS mature on No maturity date and not
Redemption . . . . . . _________ and are subject to mandatory
not subject to redemption.
mandatory redemption
prior to that date.
Sinking Fund . . . . . No sinking fund will Not subject to sinking
be established for fund requirements.
the benefit of the
QUIDS.
Subordination . . . . . Subordinated to all Subordinated to claims of
existing and future creditors of FPL, includ-
Senior Indebtedness ing Holders of FPL's out-
of FPL and senior to standing Senior Indebted-
Capital Stock of FPL, ness and other Debt
including the $2.00 Securities and the QUIDS,
Preferred Stock. As but senior to the common
of March 31, 1995, stock of FPL.
approximately $3.8
billion of such
Senior Indebtedness
was outstanding.
Listing . . . . . . . . Application will be The $2.00 Preferred Stock
made to list the is listed on the NYSE.
QUIDS on the NYSE. However, see "Listing and
Trading of QUIDS and
$2.00 Preferred Stock."
Dividends Received
Deduction . . . . . . . Interest is not Dividends are eligible
eligible for the for the dividends re-
dividends received ceived deduction for
deduction for any corporate Holders. The
Holders. dividends received
deduction is not avail-
able to individual, non-
corporate Holders.
Voting Rights/
Enforcement . . . . . . Subject to FPL's If any four full quarter-
right to extend pay- ly dividends on any class
ment as described of FPL's preferred
under "Interest/ stocks, including the
Dividend Rate" Hold- $2.00 Preferred Stock,
ers have the right are in default, the Hold-
to receive interest ers of all preferred
and principal pay- stock, including the
ments as and when Holders of the $2.00 Pre-
due, but do not ferred Stock, become en-
have any voting titled, as one class, to
rights. elect a majority of the
Board of Directors. When
entitled to vote, each
Holder of $2.00 Preferred
Stock shall have one
quarter (1/4) of one vote
for each share held of
record by such Holder.
THE COMPANY
FPL was incorporated under the laws of Florida in 1925 and is engaged
in the generation, transmission, distribution and sale of electric energy.
The principal executive office of FPL is located at 700 Universe Boulevard,
Juno Beach, Florida 33408, telephone (407) 694-4647, and the mailing
address is P.O. Box 14000, Juno Beach, Florida 33408-0420. FPL supplies
electric service throughout most of the east and lower west coasts of
Florida. This service territory contains about 27,650 square miles with a
population of approximately 6.5 million. During 1994, FPL served
approximately 3.4 million customer accounts. All of the shares of common
stock of FPL are owned by FPL Group, Inc.
SELECTED FINANCIAL INFORMATION
(THOUSANDS, EXCEPT FOR RATIOS)
YEARS ENDED DECEMBER 31,
-------------------------
1994 1993 1992
---- ---- ----
Income Statement Data:
Operating Revenues $5,342,656 $5,224,299 $5,100,463
Net Income Available to
FPL Group, Inc. $528,515 $425,297(1) $470,899
YEARS ENDED DECEMBER 31,
------------------------
1991 1990
---- ----
Income Statement Data:
Operating Revenues $5,158,766 $4,987,690
Net Income Available to
FPL Group, Inc. $376,261(2) $381,204
Three Months Ended March 31,(3)
(Unaudited)
-------------------------------
1995 1994
---- ----
Income Statement Data:
Operating Revenues $1,156,269 $1,155,789
Net Income Available to
FPL Group, Inc. $107,289 $ 98,625
AS OF
MARCH 31,
1995
AS OF MARCH 31, UNAUDITED
1995 (UNAUDITED) AS ADJUSTED
--------------- -----------
ASSUMING
50%
ACTUAL RATIO EXCHANGE
------ ----- --------
Total Assets $11,834,273
Obligations Under
Capital Leases $ 174,889
Capitalization:
Long-term Debt(4) $ 3,296,307 41.2% $3,296,307
Subordinated Debentures - - 62,500
Preferred Stock Without
Sinking Fund Requirements 451,250 5.6% 388,750
Preferred Stock With
Sinking Fund Requirements(5) 54,000 0.7% 54,000
Common Shareholder's Equity 4,197,244 52.5% 4,197,244
---------- ------ ----------
Total Capitalization $7,998,801 100.0% $7,998,801
========== ====== ==========
AS OF MARCH 31, 1995
UNAUDITED AS ADJUSTED
----------------------------
ASSUMING
RATIO 75% EXCHANGE RATIO
----- ------------ -----
Total Assets
Obligations Under
Capital Leases
Capitalization:
Long-term Debt(4) 41.2% $3,296,307 41.2%
Subordinated Debentures 0.8% 93,750 1.2%
Preferred Stock
Without Sinking
Fund Requirements 4.8% 357,500 4.4%
Preferred Stock
With Sinking
Fund Requirements(5) 0.7% 54,000 0.7%
Common Shareholder's
Equity 52.5% 4,197,244 52.5%
------ ---------- ------
Total Capitalization 100.0% $7,998,801 100.0%
====== ========== ======
YEARS ENDED DECEMBER 31,
-----------------------
1994 1993 1992
---- ---- ----
Ratio of Earnings to
Fixed Charges 3.86x 3.03x(1) 3.30x
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividend Requirements 3.22x 2.56x(1) 2.76x
YEARS ENDED DECEMBER 31,
-----------------------
1991 1990
---- ----
Ratio of Earnings to
Fixed Charges 2.84x(2) 2.94x
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividend Requirements 2.40x(2) 2.45x
THREE MONTHS ENDED MARCH 31,(3)
(UNAUDITED)
------------------------------
1995 1994
---- ----
Ratio of Earnings to Fixed
Charges 3.42x 3.16x
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividend Requirements 2.74x 2.64x
---------------------
(1) Includes the effect of an $85 million after-tax cost reduction program
charge recognized in September 1993.
(2) Includes the effect of a $56 million after-tax restructuring charge
recognized in June 1991.
(3) The results of operations for an interim period may not give a true
indication of results for the year.
(4) Excludes short-term debt and current maturities.
(5) Excludes current maturities.
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
The purpose of the Exchange Offer is to refinance the $2.00 Preferred
Stock with the QUIDS and to achieve certain tax efficiencies for FPL while
preserving FPL's flexibility with respect to future financings. This
refinancing will permit FPL to deduct interest payable on the QUIDS for
United States federal income tax purposes. Dividends payable on the $2.00
Preferred Stock are not tax deductible to FPL.
GENERAL
Participation in the Exchange Offer is voluntary, and Holders of $2.00
Preferred Stock should carefully consider whether to accept. Neither the
Company nor its Board of Directors makes any recommendation to Holders of
$2.00 Preferred Stock as to whether to tender all or any shares of $2.00
Preferred Stock in the Exchange Offer. Holders of $2.00 Preferred Stock
are urged to consult their financial and tax advisors in making their
decisions on what action to take in light of their own particular
circumstances.
Participation in the Exchange Offer is open to officers, directors and
affiliates of FPL who own shares of $2.00 Preferred Stock.
Unless the context requires otherwise, the term "Holder" (a) with
respect to the $2.00 Preferred Stock, means (i) any person in whose name
any shares of $2.00 Preferred Stock are registered on the books of The
First National Bank of Boston or (ii) any other person who has obtained a
properly completed stock power from the registered Holder or (iii) any
person whose beneficially owned shares of $2.00 Preferred Stock are held of
record by a Book-Entry Transfer Facility (as defined herein) who desires to
deliver such $2.00 Preferred Stock by book-entry transfer at a Book-Entry
Transfer Facility, and (b) with respect to any other security, means the
person in whose name such security is registered on the books of the
security registrar with respect thereto.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth herein and in
the Letter of Transmittal, FPL will exchange QUIDS for its 5,000,000
outstanding shares of $2.00 Preferred Stock. The Exchange Offer will be
effected on a basis of $25 principal amount of QUIDS for each share of
$2.00 Preferred Stock validly tendered and accepted for exchange. See "
Procedures for Tendering." In addition, as part of its Exchange Offer,
Holders of $2.00 Preferred Stock accepted for exchange will be entitled to
receive the Payment in Lieu of Accumulated Dividends. Under the terms of
the Exchange Offer, FPL intends to accept any of the 5,000,000 shares of
$2.00 Preferred Stock validly tendered and not withdrawn prior to the
Expiration Date and, unless the Exchange Offer has been withdrawn or
terminated, FPL will deliver QUIDS in exchange therefor on the Closing Date
to the tendering Holders of $2.00 Preferred Stock, subject to the right of
FPL to extend, terminate or amend the Exchange Offer. FPL expressly
reserves the right, in its sole discretion, to delay acceptance for
exchange of $2.00 Preferred Stock tendered under the Exchange Offer and the
delivery of the QUIDS with respect to the $2.00 Preferred Stock accepted
for exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act,
which require that FPL consummate the Exchange Offer or return the $2.00
Preferred Stock deposited by or on behalf of the Holders thereof promptly
after the termination or withdrawal of the Exchange Offer) at any time
prior to the Expiration Date for any reason including (without limitation)
if fewer than 1,250,000 shares of the $2.00 Preferred Stock are tendered
(which condition may be waived by FPL).
In all cases, except to the extent waived by FPL, delivery of QUIDS
issued with respect to the $2.00 Preferred Stock accepted for exchange
pursuant to the Exchange Offer will be made only after timely receipt by
the Exchange Agent of $2.00 Preferred Stock (or confirmation of book-entry
transfer thereof), a properly completed and duly executed Letter of
Transmittal, and any other documents required thereby.
As of June 30, 1995, there were 5,000,000 shares of $2.00 Preferred
Stock outstanding. This Prospectus, together with the Letter of
Transmittal, is being sent to all registered Holders as of
______________, 1995.
FPL shall be deemed to have accepted validly tendered $2.00 Preferred
Stock (or $2.00 Preferred Stock which FPL has, in its sole discretion,
determined to be defectively tendered, with respect to which FPL has waived
such defect) when, as and if FPL has given oral or written notice thereof
to the Exchange Agent. The Exchange Agent will act as agent for the
tendering Holders for the purpose of receiving the QUIDS from FPL and
remitting such QUIDS to tendering Holders who are participating in the
Exchange Offer. Upon the terms and subject to the conditions of the
Exchange Offer, delivery of QUIDS will be made on the Closing Date.
If any tendered shares of $2.00 Preferred Stock are not accepted for
exchange because of an invalid tender, the occurrence of certain other
events set forth herein or otherwise, unless otherwise requested by the
Holder under "Special Delivery Instructions" in the Letter of Transmittal,
such shares of $2.00 Preferred Stock will be returned, without expense, to
the tendering Holder thereof (or in the case of shares of $2.00 Preferred
Stock tendered by book-entry transfer into the Exchange Agent's account at
The Depository Trust Company ("DTC"), such shares of $2.00 Preferred Stock
will be credited to an account maintained at DTC designated by the
participant therein who so delivered such $2.00 Preferred Stock), as
promptly as practicable after the Expiration Date or the withdrawal or
termination of the Expiration Date or the withdrawal or termination of the
Exchange Offer.
Holders of $2.00 Preferred Stock will not have any appraisal or
dissenters' rights under the Florida Business Corporation Act in connection
with the Exchange Offer. FPL intends to conduct the Exchange Offer in
accordance with the applicable requirements of the Exchange Act and the
rules and regulations of the Commission thereunder.
Holders who tender $2.00 Preferred Stock in the Exchange Offer and who
participate in the Exchange Offer will not be required to pay brokerage
commissions or fees or, subject to the instructions in the Letter of
Transmittal, transfer taxes with respect to the exchange of $2.00 Preferred
Stock pursuant to the Exchange Offer. See "Fees and Expenses; Transfer
Taxes."
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The Exchange Offer will expire on the Expiration Date. FPL reserves
the right to extend the Exchange Offer in its sole discretion at any time
and from time to time by giving oral or written notice to the Exchange
Agent and by timely public announcement communicated, unless another means
is required by applicable law or regulation, by making a release to the Dow
Jones News Service. During any extension of the Exchange Offer, all $2.00
Preferred Stock previously tendered pursuant to the Exchange Offer and not
withdrawn will remain subject to the Exchange Offer. FPL has not
established a date beyond which the Exchange Offer may not be extended.
FPL expressly reserves the right to (i) extend, amend or modify the
terms of the Exchange Offer in any manner and (ii) withdraw or terminate
the Exchange Offer and not accept for exchange any $2.00 Preferred Stock,
at any time prior to the Expiration Date for any reason, including (without
limitation) if fewer than 1,250,000 shares of $2.00 Preferred Stock are
tendered in the Exchange Offer (which condition may be waived by FPL). If
FPL makes a material change in the terms of the Exchange Offer or if it
waives a material condition of the Exchange Offer, FPL will extend the
Exchange Offer. Any withdrawal or termination of the Exchange Offer will
be followed as promptly as practicable by public announcement thereof
through the Dow Jones News Service. If FPL withdraws or terminates the
Exchange Offer, it will give immediate notice to the Exchange Agent, and
all $2.00 Preferred Stock theretofore tendered pursuant to the Exchange
Offer will be returned promptly to the tendering Holders thereof. See "
Withdrawal of Tenders."
If FPL makes a material change in the terms of the Exchange Offer or
if it waives a material condition of the Exchange Offer, FPL will extend
the Exchange Offer. The minimum period for which the Exchange Offer will
be extended following a material change or waiver will depend upon the
facts and circumstances, including the relative materiality of the change
or waiver. With respect to a change in the amount of $2.00 Preferred Stock
sought, a change in the consideration offered or a change in the fee to be
paid to Soliciting Dealers, the Exchange Offer will be extended for a
minimum of 10 business days following the date that notice of such change
is first published, sent or given to Holders of $2.00 Preferred Stock.
PROCEDURES FOR TENDERING
The tender of $2.00 Preferred Stock by a Holder thereof pursuant to
one of the procedures set forth below will constitute an agreement between
such Holder and FPL in accordance with the terms and subject to the
conditions set forth herein and in the Letter of Transmittal.
Each Holder of the $2.00 Preferred Stock wishing to participate in the
Exchange Offer must (i) properly complete and sign the Letter of
Transmittal in accordance with the instructions contained herein and in the
Letter of Transmittal, together with any required signature guarantees, and
deliver the same to the Exchange Agent, at one of its addresses set forth
in " Exchange Agent and Information Agent" prior to the Expiration Date
and either (a) certificates for the $2.00 Preferred Stock must be received
by the Exchange Agent at such address or (b) such $2.00 Preferred Stock
must be transferred pursuant to the procedures for book-entry transfer
described below and a confirmation of such book-entry transfer must be
received by the Exchange Agent, in each case prior to the Expiration Date
or (ii) comply with the guaranteed delivery procedures described below.
In order to participate in the Exchange Offer, Holders of $2.00
Preferred Stock must submit a Letter of Transmittal and comply with the
other procedures for tendering in accordance with the instructions
contained herein and in the Letter of Transmittal prior to the Expiration
Date. Except as otherwise noted herein, after the Expiration Date,
tendering Holders of $2.00 Preferred Stock may not withdraw tendered shares
from the Exchange Offer.
LETTERS OF TRANSMITTAL, CERTIFICATES FOR $2.00 PREFERRED STOCK AND ANY
OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT; NOT TO
FPL, THE DEALER MANAGERS OR THE INFORMATION AGENT.
Signature Guarantees. If tendered $2.00 Preferred Stock is registered
in the name of the signer of the Letter of Transmittal and beneficial
ownership of the QUIDS to be issued in exchange therefor is to be issued
(and any untendered $2.00 Preferred Stock is to be reissued) in the name of
the registered Holder (which term, for the purposes described herein, shall
include any participant in DTC whose name appears on a security listing as
the owner of $2.00 Preferred Stock), the signature of such signer need not
be guaranteed. If the tendered $2.00 Preferred Stock is registered in the
name of someone other than the signer of the Letter of Transmittal, such
tendered $2.00 Preferred Stock must be endorsed or accompanied by written
instruments of transfer in a form satisfactory to FPL and duly executed by
the registered Holder, and the signature on the endorsement or instrument
of transfer must be guaranteed by a financial institution (including most
banks, savings and loans associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter referred to as
an "Eligible Institution"). If the QUIDS and/or the $2.00 Preferred Stock
not exchanged are to be delivered to an address other than that of the
registered Holder appearing on the register for the $2.00 Preferred Stock,
the signature in the Letter of Transmittal must be guaranteed by an
Eligible Institution.
Book-Entry Transfer. As used herein, a "Book-Entry Transfer Facility"
shall mean any of DTC, Midwest Securities Trust Company or Philadelphia
Depository Trust Company. FPL understands that the Exchange Agent will
make a request promptly after the date of this Prospectus to establish an
account with respect to the $2.00 Preferred Stock at each Book-Entry
Transfer Facility for the purpose of facilitating the Exchange Offer, and
subject to the establishment thereof, any financial institution that is a
participant in a Book-Entry Transfer Facility's system may make book-entry
delivery of $2.00 Preferred Stock by causing such Book-Entry Transfer
Facility to transfer such $2.00 Preferred Stock in accordance with such
Book-Entry Transfer Facility's Automated Tender Offer Program or other
similar procedures ("ATOP") for such book-entry transfers. However, the
exchange for the $2.00 Preferred Stock so tendered will only be made after
timely confirmation (a "Book-Entry Confirmation") of such Book-Entry
Transfer of $2.00 Preferred Stock into the Exchange Agent's account, and
timely receipt by the Exchange Agent of an Agent's Message (as such term is
defined in the next sentence) the Letter of Transmittal and any other
documents required by the Letter of Transmittal. The term "Agent's Message"
means a message, transmitted by a Book-Entry Transfer Facility and received
by the Exchange Agent and forming a part of a Book-Entry Confirmation,
which states that such Book-Entry Transfer Facility has received an express
acknowledgment from a participant tendering $2.00 Preferred Stock that is
the subject of such Book-Entry Confirmation that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal,
and that FPL may enforce such agreement against such participant.
Guaranteed Delivery. If a Holder desires to participate in the
Exchange Offer and time will not permit a Letter of Transmittal or
certificates for $2.00 Preferred Stock to reach the Exchange Agent before
the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if the Exchange Agent
has received at its office prior to the Expiration Date, a letter, telegram
or facsimile transmission from an Eligible Institution setting forth the
name and address of the tendering Holder, the name(s) in which the $2.00
Preferred Stock is registered and, if the $2.00 Preferred Stock is held in
certificated form, the certificate numbers of the $2.00 Preferred Stock to
be tendered, and stating that the tender is being made thereby and
guaranteeing that within ___ NYSE trading days after the date of execution
of such letter, telegram or facsimile transmission by the Eligible
Institution, the $2.00 Preferred Stock in proper form for transfer together
with a properly completed and duly executed Letter of Transmittal (and any
other required documents), or a confirmation of book-entry transfer of such
$2.00 Preferred Stock into the Exchange Agent's account at a Book-Entry
Transfer Facility, will be delivered by such Eligible Institution. Unless
the $2.00 Preferred Stock being tendered by the above-described method is
deposited with the Exchange Agent within the time period set forth above
(accompanied or preceded by a properly completed Letter of Transmittal and
any other required documents) or a confirmation of book-entry transfer of
such $2.00 Preferred Stock into the Exchange Agent's account at a Book-
Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's ATOP procedures is received, FPL may, at its option, reject the
tender. In addition to the copy being transmitted herewith, copies of a
Notice of Guaranteed Delivery which may be used by Eligible Institutions
for the purposes described in this paragraph are available from the
Exchange Agent and the Information Agent.
Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of
$2.00 Preferred Stock will be determined by FPL, in its sole discretion,
and which determination will be final and binding. FPL reserves the
absolute right to reject any or all tenders that it determines are not in
proper form or the acceptance for exchange of which may, in the opinion of
FPL's counsel, be unlawful. FPL also reserves the absolute right to waive
any defect or irregularity in the tender of any $2.00 Preferred Stock, and
FPL's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding. None of FPL, the Exchange Agent, the Dealer Managers, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
Tenders of $2.00 Preferred Stock involving any irregularities will not
be deemed to have been made until such irregularities have been cured or
waived. $2.00 Preferred Stock received by the Exchange Agent that is not
validly tendered and as to which the irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering Holder (or
in the case of $2.00 Preferred Stock tendered by book-entry transfer into
the Exchange Agent's account at a Book-Entry Transfer Facility, such $2.00
Preferred Stock will be credited to an account maintained at such Book-
Entry Transfer Facility designated by the participant therein who so
delivered such $2.00 Preferred Stock), unless otherwise requested by the
Holder in the Letter of Transmittal, as promptly as practicable after the
Expiration Date or the withdrawal or termination of the Exchange Offer.
LETTER OF TRANSMITTAL
The Letter of Transmittal contains, among other things, the following
terms and conditions, which are part of the Exchange Offer:
The party tendering $2.00 Preferred Stock for exchange (the
"Transferor") exchanges, assigns and transfers the $2.00 Preferred Stock to
FPL and irrevocably constitutes and appoints the Exchange Agent as the
Transferor's agent and attorney-in-fact to cause the $2.00 Preferred Stock
to be assigned, transferred and exchanged. The Transferor represents and
warrants that it has full power and authority to tender, exchange, assign
and transfer the $2.00 Preferred Stock and to acquire beneficial ownership
of QUIDS issuable upon the exchange of such tendered $2.00 Preferred Stock,
and that, when such Transferor's shares of $2.00 Preferred Stock are
accepted for exchange, FPL will acquire good and unencumbered title to such
shares of tendered $2.00 Preferred Stock free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse
claim. The Transferor also represents that it will, upon request, execute
and deliver any additional documents deemed by FPL to be necessary or
desirable to complete the exchange, assignment and transfer of the tendered
$2.00 Preferred Stock or transfer ownership of such $2.00 Preferred Stock
on the account books maintained by a Book-Entry Transfer Facility. All
authority conferred by the Transferor will survive the death, bankruptcy or
incapacity of the Transferor and every obligation of the Transferor shall
be binding upon the heirs, legal representative, successors, assigns,
executors and administrators of such Transferor.
WITHDRAWAL OF TENDERS
Tenders of $2.00 Preferred Stock pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date and, unless accepted for
exchange by FPL, may be withdrawn at any time after 40 Business Days from
the date of this Prospectus.
To be effective, a written notice of withdrawal delivered by mail,
hand delivery or facsimile transmission must be timely received by the
Exchange Agent at the address set forth below under " Exchange Agent and
Information Agent." The method of notification is at the risk and election
of the Holder. Any such notice of withdrawal must specify (i) the Holder
named in the Letter of Transmittal as having tendered $2.00 Preferred Stock
to be withdrawn, (ii) if the $2.00 Preferred Stock is held in certificated
form, the certificate numbers of the $2.00 Preferred Stock to be withdrawn,
(iii) that such Holder is withdrawing his election to have such $2.00
Preferred Stock exchanged and (iv) the name of the registered Holder of
such $2.00 Preferred Stock, and must be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal (including
any required signature guarantees) or be accompanied by evidence
satisfactory to FPL that the person withdrawing the tender has succeeded to
the beneficial ownership of the $2.00 Preferred Stock being withdrawn. The
Exchange Agent will return the properly withdrawn $2.00 Preferred Stock
promptly following receipt of notice of withdrawal. If $2.00 Preferred
Stock has been tendered pursuant to the procedure for book-entry transfer,
any notice of withdrawal must specify the name and number of the account at
a Book-Entry Transfer Facility to be credited with the withdrawn $2.00
Preferred Stock and otherwise comply with such Book-Entry Transfer
Facility's procedures. All questions as to the validity of notice of
withdrawal, including time of receipt, will be determined by FPL, in its
sole discretion, and such determination will be final and binding on all
parties. Properly withdrawn $2.00 Preferred Stock, however, may be
retendered by following the procedures therefor described elsewhere herein
at any time prior to the Expiration Date. See " Procedures for
Tendering."
ACCEPTANCE OF SHARES; DELIVERY OF QUIDS
FPL expressly reserves the right, in its sole discretion, to delay
acceptance for exchange of $2.00 Preferred Stock tendered under the
Exchange Offer and the delivery of the QUIDS with respect to the $2.00
Preferred Stock accepted for exchange (subject to Rules 13e-4 and 14e-1
under the Exchange Act, which require that FPL consummate the Exchange
Offer or return the $2.00 Preferred Stock deposited by or on behalf of the
Holders thereof promptly after the termination or withdrawal of the
Exchange Offer) at any time prior to the Expiration Date for any reason
including (without limitation) if fewer than 1,250,000 shares of the $2.00
Preferred Stock are tendered (which condition may be waived by FPL).
All shares of $2.00 Preferred Stock not accepted pursuant to the
Exchange Offer will be returned to the tendering Holders at FPL's expense
as promptly as practicable following the Expiration Date.
All shares of $2.00 Preferred Stock accepted pursuant to the Exchange
Offer will be retired and canceled.
EXCHANGE AGENT AND INFORMATION AGENT
The Chase Manhattan Bank (National Association) has been appointed as
Exchange Agent for the Exchange Offer.
The Exchange Agent is:
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
BY HAND: BY OVERNIGHT COURIER:
Office Hours: 9:00 a.m. 5:00 p.m. c/o Chase Securities Processing
(New York City Time) Corp.
1 Chase Manhattan Plaza (Floor 1-B) Ft. Lee Executive Park
Nassau and Liberty Streets 1 Executive Drive (6th Floor)
New York, New York 10081 Ft. Lee, New Jersey 07024
BY MAIL:
Box 3032
4 Chase MetroTech Center
Brooklyn, New York 11245
Facsimile Transmission
(201) 592-4372
(For Eligible Institutions Only)
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 592-4370
Shareholder Inquiries:
(800) 355-2663 (Toll Free)
Georgeson & Company Inc. has been retained by FPL as the Information
Agent to assist in connection with the Exchange Offer. Questions and
requests for assistance regarding the Exchange Offer, requests for
additional copies of this Prospectus or of the Letter of Transmittal and
requests for Notice of Guaranteed Delivery may be directed to Georgeson &
Company Inc. at Wall Street Plaza, New York, New York 10005. Banks and
brokers call collect (212) 440-9800. All others call toll free (800)
223-2064.
FPL will pay the Exchange Agent and Information Agent reasonable and
customary fees for their services and will reimburse them for all their
reasonable out-of-pocket expenses in connection therewith.
DEALER MANAGERS
Goldman, Sachs & Co. and Lehman Brothers are acting as Dealer Managers
for the Exchange Offer under a Dealer Managers Agreement dated July ___,
1995 (the "Dealer Managers Agreement"). Pursuant to the Dealer Managers
Agreement, the Company has agreed to pay to the Dealer Managers, in
addition to any solicitation fee as described under "Fees and Expenses;
Transfer Taxes," a combined total fee of $0.1875 per $25 principal amount
of QUIDS for each $25 principal amount of QUIDS issued in the Exchange
Offer. In addition, the Company has agreed to reimburse the Dealer
Managers for their reasonable out of pocket expenses, including the
reasonable fees and expenses of their legal counsel.
The Dealer Managers will perform those services in connection with the
Exchange Offer as are customarily performed by investment banking concerns
acting as dealer managers in connection with offers of like nature,
including, but not limited to, soliciting tenders of $2.00 Preferred Stock
pursuant to the Exchange Offer and communicating generally, and responding
to requests for information and material, regarding the Exchange Offer and
the QUIDS with brokers, dealers, commercial banks and trust companies and
other persons, including the Holders of the $2.00 Preferred Stock.
The Company has agreed to indemnify the Dealer Managers against
certain liabilities, including liabilities under the federal securities
laws.
Each of Goldman, Sachs & Co. and Lehman Brothers engages in
transactions with, and from time to time has performed services for, FPL.
LISTING AND TRADING OF QUIDS AND $2.00 PREFERRED STOCK
The QUIDS constitute a new issue of securities with no established
trading market. While FPL will apply to list the QUIDS on the NYSE, there
can be no assurance that an active market for the QUIDS will develop or be
sustained in the future. Although the Dealer Managers have indicated to
FPL that they intend to make a market in the QUIDS as permitted by
applicable laws and regulations prior to the commencement of trading on the
NYSE, they are not obligated to do so and may discontinue any such market-
making at any time without notice. Accordingly, no assurance can be given
as to the liquidity of, or trading markets for, the QUIDS.
The $2.00 Preferred Stock is currently listed on the NYSE. The
following table sets forth for the calendar quarters indicated the high and
low sale prices as reported by the NYSE.
High Low
----- ---
1993:
First Quarter 28 26 1/2
Second Quarter 28 3/8 27 1/2
Third Quarter 28 5/8 27 5/8
Fourth Quarter 28 5/8 27
1994:
First Quarter 28 26
Second Quarter 26 5/8 24 1/2
Third Quarter 26 24 3/4
Fourth Quarter 25 3/4 23 1/2
1995:
First Quarter 26 1/2 24 1/4
Second Quarter
Third Quarter (through July __, 1995)
Holders of $2.00 Preferred Stock who do not tender their $2.00
Preferred Stock in the Exchange Offer or whose $2.00 Preferred Stock is not
accepted for exchange will continue to hold such $2.00 Preferred Stock and
will be entitled to all the rights and preferences, and will be subject to
all of the limitations, applicable thereto. To the extent that a certain
number of shares of $2.00 Preferred Stock is tendered and accepted in the
Exchange Offer and/or the number of Holders of $2.00 Preferred Stock is
reduced to below certain levels, FPL, pursuant to NYSE rules and
regulations, would be required to delist the $2.00 Preferred Stock from the
NYSE, and the trading market for untendered $2.00 Preferred Stock could be
adversely affected. FPL does not believe that the Exchange Offer has a
reasonable likelihood of causing the $2.00 Preferred Stock to be delisted
from the NYSE.
FEES AND EXPENSES; TRANSFER TAXES
The expenses of soliciting tenders of the $2.00 Preferred Stock will
be borne by FPL. For compensation to be paid to the Dealer Managers, see
"The Exchange Offer Dealer Managers." The total cash expenditures to be
incurred by FPL, other than fees payable to the Dealer Managers, but
including the expenses of the Dealer Managers, printing, accounting and
legal fees, and the fees and expenses of the Exchange Agent, the
Information Agent and the Trustee under the Indenture, are estimated to be
approximately $______________.
The Company will pay any Soliciting Dealer a solicitation fee of $0.50
per $25 principal amount of QUIDS issued in respect of shares of $2.00
Preferred Stock solicited by such Soliciting Dealer and accepted in the
Exchange Offer. No such fee shall be payable to a Soliciting Dealer if
such Soliciting Dealer is required for any reason to transfer the amount of
such fee to a depositing Holder (other than itself). No such fee shall be
payable to a Soliciting Dealer with respect to shares of $2.00 Preferred
Stock tendered for such Soliciting Dealer's own account. In order for a
Soliciting Dealer to receive a solicitation fee with respect to the tender
of shares of $2.00 Preferred Stock, the Exchange Agent must have received a
Letter of Transmittal with a portion thereof entitled "Notice of Solicited
Tenders" properly completed and duly executed or, in the case of guaranteed
delivery, a Notice of Solicited Tenders properly completed and duly
executed by such Soliciting Dealer.
The Dealer Managers may not, until the Expiration Date, buy, sell,
deal or trade in the $2.00 Preferred Stock for their own account. No
broker, dealer, bank, trust company or fiduciary shall be deemed to be the
agent of the Company, the Dealer Managers, the Exchange Agent or the
Information Agent for purposes of the Exchange Offer except that, in any
jurisdiction where the securities, blue sky, or other laws require the
Exchange Offer to be made by or through a licensed broker or dealer, the
Exchange Offer is being made on behalf of the Company by the Dealer Mangers
or one or more registered brokers or dealers licensed under the law of such
jurisdiction.
FPL will pay all transfer taxes, if any, applicable to the exchange of
$2.00 Preferred Stock pursuant to the Exchange Offer. If, however,
beneficial ownership of QUIDS or shares of $2.00 Preferred Stock not
tendered or accepted for exchange, are to be issued in the name of, or are
to be delivered to, any person other than the registered Holder of the
$2.00 Preferred Stock tendered or if a transfer tax is imposed for any
reason other than the exchange of $2.00 Preferred Stock pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such tendering
Holder. Tendering Holders will not be obligated to pay brokerage
commissions or fees to the Dealer Managers, the Exchange Agent, the
Information Agent or FPL.
DESCRIPTION OF THE QUIDS
GENERAL
The following description of specific terms of the QUIDS should be
read in conjunction with the information contained elsewhere in this
Prospectus and in the Indenture, dated as of June ___, 1995, between FPL
and The Chase Manhattan Bank (National Association), as Trustee (the
"Indenture") which is an exhibit to the Registration Statement, and is
subject to and qualified by reference to such information. Such
description makes use of the terms defined in the Indenture.
PRINCIPAL AMOUNT, INTEREST AND MATURITY
The QUIDS will be issued as Debt Securities. The Indenture permits
the issuance of Debt Securities in series, the first of which series is the
QUIDS. The QUIDS will be unsecured, subordinated obligations of FPL and
will be limited in aggregate principal amount to $125 million.
The QUIDS will mature on _________________ and will bear interest at
the rate per annum shown in the title thereof payable in equal quarterly
installments, in arrears, on the Interest Payment Dates, commencing
September 30, 1995, to the persons in whose names the QUIDS are registered
at the close of business on the relevant Regular Record Dates. Interest
will originally accrue from, and including, the Closing Date to, and
including, the first Interest Payment Date, and thereafter will accrue
from, and excluding, the last Interest Payment Date through which interest
has been paid. No interest will accrue on the QUIDS with respect to the
day on which the QUIDS mature. In the event that any date on which
interest is payable on the QUIDS is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day in each case with the same force and effect as if
made on such date.
Payments in respect of the QUIDS will be made at the office or agency
of the Company maintained for that purpose in The City of New York (which,
unless changed, shall be a corporate trust office or agency of the
Trustee). However, at the option of the Company, payments on the QUIDS
may be made (i) by checks mailed by the Trustee to the Holders entitled
thereto at their registered addresses or (ii) by wire transfers to accounts
maintained by the Holders entitled thereto as specified in the Register for
the QUIDS, provided that, in either case, the payment of principal with
respect to any QUIDS will be made only upon surrender of such QUIDS to the
Trustee. Interest payable on any QUIDS that is not punctually paid or duly
provided for on any Interest Payment Date will forthwith cease to be
payable to the person in whose name such QUIDS is registered on the
relevant Regular Record Date, and such defaulted interest will instead be
payable to the person in whose name such QUIDS is registered on the special
record date determined in accordance with the Indenture; provided, however,
that interest shall not be considered payable by the Company on any
Interest Payment Date falling within an Extension Period unless the Company
has elected to make a full or partial payment of interest accrued on the
QUIDS on such Interest Payment Date.
REDEMPTION
The QUIDS will be redeemable on or prior to February 28, 1997 at the
option of FPL, in whole or in part, upon not less than 30 nor more 60 days'
notice, at 108% of the principal amount redeemed plus accrued and unpaid
interest, if any, to the redemption date, and thereafter at 100% of the
principal amount redeemed plus accrued and unpaid interest, if any, to the
redemption date; provided, however, that none of the QUIDS shall be
redeemed prior to March 1, 1997, if such redemption is for the purpose, or
in anticipation, of refunding such QUIDS through the use, directly or
indirectly, of funds borrowed by FPL at an effective interest cost to FPL
(calculated in accordance with acceptable financial practice) of less than
8.2102% per annum.
If less than all the QUIDS are to be redeemed, the particular QUIDS to
be redeemed will be selected by lot or by such other method of random
selection as the Security Registrar deems fair and appropriate.
Any notice of redemption shall state that such redemption will be
conditional upon receipt by the Paying Agent or Agents, on or prior to the
dated fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, on the QUIDS and that if such
money has not been so received, such notice will be of no force and effect
and FPL will not be required to redeem the QUIDS.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
FPL shall have the right at any time and from time to time during the
term of the QUIDS, so long as an Event of Default has not occurred and is
not continuing, to elect an Extension Period on the last Business Day of
which Extension Period FPL shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the QUIDS to the
extent permitted by applicable law); provided, that, during any such
Extension Period, FPL shall not declare or pay any dividend on, or redeem,
purchase, acquire or make a distribution or liquidation payment with
respect to, any of its Capital Stock, except that FPL may make mandatory
sinking fund payments with respect to its 6.84% Preferred Stock, Series Q
and 8.625% Preferred Stock, Series R. FPL may prepay at any time all or
any portion of the interest accrued during an Extension Period. Based upon
FPL's current financial condition and, in light of the restriction on
payment of dividends during an Extension Period, FPL believes that an
extension of an interest payment period on the QUIDS is currently unlikely
and has no current intention to extend such an interest payment period.
Prior to the termination of any such Extension Period, FPL may further
extend the interest payment period, provided that such Extension Period,
together with all such previous and further extensions thereof, may not
exceed 20 consecutive quarterly interest payment periods or extend beyond
the maturity of the QUIDS. Upon the termination of any Extension Period
and the payment of all amounts then due, FPL may elect another Extension
Period. During an Extension Period, interest will be due and payable only
on the last day thereof. FPL shall give the Holders of the QUIDS notice of
its election of an Extension Period prior to the earlier of (i) two
Business Days prior to the Regular Record Date for the next Interest
Payment Date which would occur but for such election or (ii) the date FPL
is required to give notice to the NYSE or other applicable self-regulatory
organization of the Regular Record Date or Interest Payment Date.
SUBORDINATION
The QUIDS will be subordinate and junior in right of payment to all
Senior Indebtedness of FPL.
No payment of principal of (including redemption payments), premium,
if any, or interest on, the QUIDS may be made (i) upon certain events of
bankruptcy, insolvency or reorganization, (ii) if any Senior Indebtedness
is not paid when due, (iii) if any other default has occurred permitting
the Holders of Senior Indebtedness to accelerate the maturity thereof and,
in such case, any applicable grace period with respect to such default has
ended, and either 90 days shall not have elapsed after the expiration of
such grace period or the maturity of such Senior Indebtedness shall have
been accelerated because of such default and such acceleration shall not
have been rescinded or annulled, and, with respect to (ii) and (iii) above,
such default has not been cured or waived, or (iv) if the maturity of any
Senior Indebtedness has been accelerated because of an Event of Default.
Upon any distribution of assets of FPL to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all
principal of, and premium, if any, and interest due or to become due on,
all Senior Indebtedness must be paid in full before the Holders of the
QUIDS are entitled to receive or retain any payment. Upon payment in full
of all Senior Indebtedness, the Holders of the QUIDS will be subrogated to
the rights of the Holders of Senior Indebtedness to receive further
payments or distributions applicable to Senior Indebtedness until all
amounts owing on the QUIDS are paid in full.
The term "Senior Indebtedness" is defined in the Indenture to mean
obligations (other than non-recourse obligations and the indebtedness
issued under the Indenture) of, or guaranteed or assumed by, FPL for
borrowed money, including both senior and subordinated indebtedness for
borrowed money (other than Debt Securities including the QUIDS), or for the
payment of money relating to any lease which is capitalized on the
consolidated balance sheet of FPL and its subsidiaries in accordance with
generally accepted accounting principles as in effect from time to time, or
indebtedness evidenced by bonds, debentures, notes or other similar
instruments, and in each case, amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligations,
whether existing as of the date of the Indenture or subsequently incurred
by FPL.
An Event of Default with respect to any Senior Indebtedness may not
necessarily constitute an Event of Default with respect to the QUIDS.
The Indenture does not limit the aggregate amount of Senior
Indebtedness that FPL may issue and the covenants contained in the
Indenture would not afford Holders of QUIDS protection in the event of a
highly-leveraged transaction or change of control involving FPL. As of
March 1995, outstanding Senior Indebtedness of FPL aggregated approximately
$3.8 billion.
FORM, EXCHANGE, AND TRANSFER
The QUIDS will be issuable only in fully registered form without
coupons and in denominations of $25 and any integral multiple thereof.
At the option of the Holder, subject to the terms of the Indenture and
the limitations applicable to global securities, QUIDS will be exchangeable
for other QUIDS of the same series, of any authorized denomination and of
like tenor and aggregate principal amount.
Subject to the terms of the Indenture and the limitations applicable
to global securities, QUIDS may be presented for exchange as provided above
or for registration of transfer (duly endorsed or accompanied by a duly
executed instrument of transfer) at the office of the Security Registrar or
at the office of any transfer agent designated by FPL for such purpose.
FPL may designate itself the Security Registrar. No service charge will be
made for any registration of transfer or exchange of QUIDS, but FPL may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Such transfer or exchange will be
effected upon the Security Registrar or such transfer agent, as the case
may be, being satisfied with the documents of title and identity of the
person making the request. FPL may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve
a change in the office through which any transfer agent acts, except that
FPL will be required to maintain a transfer agent in each Place of Payment
for the QUIDS.
FPL will not be required to (i) issue, register the transfer of, or
exchange any QUIDS during a period beginning at the opening of business 15
calendar days before the day of mailing of a notice of redemption of any
QUIDS called for redemption and ending at the close of business on the day
of such mailing or (ii) register the transfer of or exchange any QUIDS so
selected for redemption, in whole or in part, except the unredeemed portion
of any such QUIDS being redeemed in part.
PAYMENT AND PAYING AGENTS
Payment of interest on the QUIDS on any Interest Payment Date will be
made to the person in whose name such QUIDS (or one or more Predecessor
Securities) are registered at the close of business on the Regular Record
Date for such interest.
The Chase Manhattan Bank (National Association) will initially act as
Paying Agent and Registrar of the QUIDS. Principal of and any premium and
interest on the QUIDS will be payable at the office of such Paying Agent or
Paying Agents as FPL may designate for such purpose from time to time. FPL
may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through
which any Paying Agent acts, except that FPL will be required to maintain a
Paying Agent in each Place of Payment for the Debt Securities of a
particular series.
All moneys paid by FPL to a Paying Agent for the payment of the
principal of or any premium or interest on the QUIDS which remain unclaimed
at the end of two years after such principal, premium or interest has
become due and payable will be repaid to FPL, and the Holder of such QUIDS
thereafter may look only to FPL for payment thereof.
CONSOLIDATION, MERGER, AND SALE OF ASSETS
FPL may not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless (i) the corporation formed by such
consolidation or into which FPL is merged or the Person which acquires by
conveyance or transfer, or which leases, the property and assets of FPL
substantially as an entirety shall be a Person organized and validly
existing under the laws of any domestic jurisdiction and such Person
expressly assumes FPL's obligations on the Debt Securities and under the
Indenture, (ii) immediately after giving effect to the transaction, no
Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be
continuing, and (iii) FPL shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel as provided in the Indenture.
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to the Debt Securities of any series: (a) failure
to pay any interest on the Debt Securities of such series within 60 days
after the same becomes due and payable; (b) failure to pay principal or
premium, if any, on the Debt Securities of such series within three
Business Days after the same becomes due and payable; (c) failure to
perform or breach of any other covenant or warranty of FPL in the Indenture
(other than a covenant or warranty of FPL in the Indenture solely for the
benefit of one or more series of Debt Securities other than such series)
for 60 days after written notice to FPL by the Trustee, or to FPL and the
Trustee by the Holders of at least 33% in principal amount of the Debt
Securities of such series outstanding under the Indenture as provided in
the Indenture; (d) the entry by a court having jurisdiction in the premises
of (1) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (2) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition by one or more Persons other than the Company
seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official for the Company or for any
substantial part of its property, or ordering the winding up or liquidation
of its affairs, and any such decree or order for relief or any such other
decree or order shall have remained unstayed and in effect for a period of
90 consecutive days; and (e) the commencement by the Company of a voluntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case of
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of the Company in a
case or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the
authorization of such action by the Board of Directors.
An Event of Default with respect to the Debt Securities of a
particular series may not necessarily constitute an Event of Default with
respect to Debt Securities of any other series issued under the Indenture.
If an Event of Default with respect to any series of Debt Securities
occurs and is continuing, then either the Trustee or the Holders of not
less than 33% in principal amount of the Outstanding Debt Securities of
such series may declare the principal amount of all of the Debt Securities
of such series to be due and payable immediately; provided, however, that
if an Event of Default occurs and is continuing with respect to more than
one series of Debt Securities under the Indenture, the Trustee or the
Holders of not less than 33% in aggregate principal amount of the
Outstanding Debt Securities of all such series, considered as one class
(and not the Holders of the Debt Securities of any one of such series), may
make such declaration of acceleration.
At any time after the declaration of acceleration with respect to the
Debt Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained, the Event or Events of
Default giving rise to such declaration of acceleration will, without
further act, be deemed to have been waived, and such declaration and its
consequences will, without further act, be deemed to have been rescinded
and annulled, if
(a) FPL has paid or deposited with the Trustee a sum sufficient to
pay
(1) all overdue interest on all Debt Securities of such series;
(2) the principal of and premium, if any, on any Debt Securities
of such series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor
in such Debt Securities;
(3) interest upon overdue interest at the rate or rates
prescribed therefor in such Debt Securities, to the extent that payment of
such interest is lawful; and
(4) all amounts due to the Trustee under the Indenture;
(b) any other Event or Events of Default with respect to Debt
Securities of such series, other than the nonpayment of the principal of
the Debt Securities of such series which has become due solely by such
declaration of acceleration, have been cured or waived as provided in the
Indenture.
Subject to the provisions of the Indenture relating to the duties of
the Trustee in case an Event of Default shall occur and be continuing, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable indemnity.
If an Event of Default has occurred and is continuing, subject to such
provisions for the indemnification of the Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series.
No Holder of Debt Securities of any series will have any right to
institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder,
unless (i) such Holder has previously given to the Trustee written notice
of a continuing Event of Default with respect to the Debt Securities of
such series, (ii) the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of such series have
made written request to the Trustee, and such Holder or Holders have
offered reasonable indemnity to the Trustee to institute such proceeding as
trustee and (iii) the Trustee has failed to institute such proceeding, and
has not received from the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of such series a direction
inconsistent with such request, within 60 days after such notice, request
and offer. However, such limitations do not apply to a suit instituted by
a Holder of a Debt Security for the enforcement of payment of the principal
of or any premium or interest on such Debt Security on or after the
applicable due date specified in such Debt Security.
FPL will be required to furnish to the Trustee annually a statement by
an appropriate officer as to such officer's knowledge of FPL's compliance
with all conditions and covenants under the Indenture, such compliance to
be determined without regard to any period of grace or requirement of
notice under the Indenture.
MODIFICATION AND WAIVER
Without the consent of any Holder of Debt Securities, FPL and the
Trustee may enter into one or more supplemental indentures for any of the
following purposes: (a) to evidence the assumption by any permitted
successor to FPL of the covenants of FPL in the Indenture and in the Debt
Securities; or (b) to add one or more covenants of FPL or other provisions
for the benefit of the Holders of Outstanding Debt Securities or to
surrender any right or power conferred upon FPL by the Indenture; or (c) to
add any additional Events of Default with respect to Outstanding Debt
Securities; or (d) to change or eliminate any provision of the Indenture or
to add any new provision to the Indenture, provided that if such change,
elimination or addition will adversely affect the interests of the Holders
of Debt Securities of any series in any material respect, such change,
elimination or addition (1) will become effective with respect to such
series only when the consent of the Holders of Debt Securities of such
series has been obtained in accordance with the Indenture, or (2) when no
Debt Securities of such series remain Outstanding under the Indenture; or
(e) to provide collateral security for all but not part of the Debt
Securities; or (f) to establish the form or terms of Debt Securities of any
other series as permitted by the Indenture; (g) to provide for the
authentication and delivery of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for
the registration, exchange and replacement thereof and for the giving of
notice to, and the solicitation of the vote or consent of, the Holders
thereof, and for any and all other matters incidental thereto; or (h) to
evidence and provide for the acceptance of appointment of a successor
Trustee under the Indenture with respect to the Debt Securities of one or
more series and to add to or change any of the provisions of the Indenture
as shall be necessary to provide for or to facilitate the administration of
the trusts under the Indenture by more than one trustee; or (i) to provide
for the procedures required to permit the utilization of a noncertificated
system of registration for the Debt Securities of any series; or (j) to
change any place where (1) the principal of and premium, if any, and
interest, if any, on any Debt Securities shall be payable, (2) any Debt
Securities may be surrendered for registration of transfer or exchange and
(3) notices and demands to or upon FPL in respect of Debt Securities and
the Indenture may be served; or (k) to cure any ambiguity or inconsistency
or to make or change any other provisions with respect to matters and
questions arising under the Indenture, provided such changes or additions
shall not adversely affect the interests of the Holders of Debt Securities
of any series in any material respect.
The Holders of not less than a majority in aggregate principal amount
of the Debt Securities of all series then Outstanding may waive compliance
by FPL with certain restrictive provisions of the Indenture. The Holders
of a majority in principal amount of the Outstanding Debt Securities of any
series may waive any past default under the Indenture, except a default in
the payment of principal, premium, or interest and certain covenants and
provisions of the Indenture that cannot be modified or be amended without
the consent of the Holder of each Outstanding Debt Security of such series
affected.
Without limiting the generality of the foregoing, if the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), is amended
after the date of the Indenture in such a way as to require changes to the
Indenture or the incorporation therein of additional provisions or so as to
permit changes to, or the elimination of, provisions which, at the date of
the Indenture or at any time thereafter, were required by the Trust
Indenture Act to be contained in the Indenture, the Indenture will be
deemed to have been amended so as to conform to such amendment or to effect
such changes or elimination, and FPL and the Trustee may, without the
consent of any Holders, enter into one or more supplemental indentures to
evidence or effect such amendment.
Except as provided above, the consent of the Holders of not less than
a majority in aggregate principal amount of the Debt Securities of all
series then Outstanding, considered as one class, is required for the
purpose of adding any provisions to, or changing in any manner, or
eliminating any of the provisions of, the Indenture pursuant to one or more
supplemental indentures; provided, however, that if less than all of the
series of Debt Securities Outstanding are directly affected by a proposed
supplemental indenture, then the consent only of the Holders of a majority
in aggregate principal amount of Outstanding Debt Securities of all series
so directly affected, considered as one class, will be required; and
provided, further, that if the Debt Securities of any series have been
issued in more than one Tranche and if the proposed supplemental indenture
directly affects the rights of the Holders of one or more, but less than
all, such Tranches, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all
Tranches so directly affected, considered as one class, will be required;
and provided further, that no such amendment or modification may (a) change
the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Debt Security, or reduce the principal amount thereof
or the rate of interest thereon (or the amount of any installment of
interest thereon) or change the method of calculating such rate or reduce
any premium payable upon the redemption thereof, or reduce the amount of
the principal of any Discount Security that would be due and payable upon a
declaration of acceleration of Maturity or change the coin or currency (or
other property) in which any Debt Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity of any Debt
Security (or, in the case of redemption, on or after the redemption date)
without, in any such case, the consent of the Holder of such Debt Security,
(b) reduce the percentage in principal amount of the Outstanding Debt
Security of any series, or any Tranche thereof, the consent of the Holders
of which is required for any such supplemental indenture, or the consent of
the Holders of which is required for any waiver of compliance with any
provision of the Indenture or any default thereunder and its consequences,
or reduce the requirements for quorum or voting, without, in any such case,
the consent of the Holder of each Outstanding Debt Security of such series
or Tranche, or (c) modify certain of the provisions of the Indenture
relating to supplemental indentures, waivers of certain covenants and
waivers of past defaults with respect to the Debt Security of any series,
or any Tranche thereof, without the consent of the Holder of each
Outstanding Debt Security affected thereby. A supplemental indenture which
changes or eliminates any covenant or other provision of the Indenture
which has expressly been included solely for the benefit of one or more
particular series of Debt Securities or one or more Tranches thereof, or
modifies the rights of the Holders of Debt Securities of such series or
Tranches with respect to such covenant or other provision, will be deemed
not to affect the rights under the Indenture of the Holders of the Debt
Securities of any other series or Tranche.
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver, or other action under the
Indenture as of any date, (i) Debt Securities owned by FPL or any other
obligor upon the Debt Securities or any Affiliate of FPL or of such other
obligor (unless FPL, such Affiliate or such obligor owns all Debt
Securities Outstanding under this Indenture, determined without regard to
this clause (i)) shall be disregarded and deemed not to be Outstanding;
(ii) the principal amount of a Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof as provided in the
Indenture; and (iii) the principal amount of a Debt Security denominated in
one or more foreign currencies or a composite currency that will be deemed
to be Outstanding will be the Dollar equivalent, determined as of such date
in the manner prescribed for such Debt Security, of the principal amount of
such Debt Security (or, in the case of a Debt Security described in clause
(ii) above, of the amount described in such clause).
If FPL shall solicit from Holders any request, demand, authorization,
direction, notice, consent, election, waiver or other Act, FPL may, at its
option, by Board Resolution, fix in advance a Regular Record Date for the
determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, election, waiver or other Act,
but FPL shall have no obligation to do so. If such a Regular Record Date
is fixed, such request, demand, authorization, direction, notice, consent,
election, waiver or other Act may be given before or after such Regular
Record Date, but only the Holders of record at the close of business on the
Regular Record Date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of the Outstanding
Debt Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and
for that purpose the Outstanding Debt Securities shall be computed as of
the Regular Record Date. Any request, demand, authorization, direction,
notice, consent, election, waiver or other Act of a Holder shall bind every
future Holder of the same Debt Security and the Holder of every Debt
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or FPL in reliance thereon, whether or
not notation of such action is made upon such Debt Security.
DEFEASANCE
The QUIDS, or any portion of the principal amount thereof, will be
deemed to have been paid for purposes of the Indenture, and, at FPL's
election, the entire indebtedness of FPL in respect thereof will be deemed
to have been satisfied and discharged, if there has been irrevocably
deposited with the Trustee or any Paying Agent (other than FPL), in trust:
(a) money in an amount which will be sufficient, or (b) Eligible
Obligations (as described below), which do not contain provisions
permitting the redemption or other prepayment thereof at the option of the
issuer thereof, the principal of and the interest on which when due,
without any regard to reinvestment thereof, will provide monies which,
together with money, if any, deposited with or held by the Trustee or such
Paying Agent, will be sufficient, or (c) a combination of (a) and (b) which
will be sufficient, to pay when due the principal of and premium, if any,
and interest, if any, due and to become due on the QUIDS or portions
thereof. For this purpose, Eligible Obligations include direct obligations
of, or obligations unconditionally guaranteed by, the United States,
entitled to the benefit of the full faith and credit thereof, and
certificates, depositary receipts or other instruments which evidence a
direct ownership interest in such obligations or in any specific interest
or principal payments due in respect thereof.
Under existing case law and regulations, a defeasance which is deemed
to satisfy and discharge the entire indebtedness of FPL with respect to the
QUIDS might be treated as a significant modification of the obligations in
respect of the QUIDS which for United States federal income tax purposes
may be treated as a taxable exchange. If the defeasance were a taxable
exchange, Holders would recognize gain or loss in the amount by which the
fair market value of the QUIDS after the defeasance was greater or less
than the Holder's basis in the QUIDS prior to the defeasance. Such gain or
loss, generally, would be capital to Holders for whom the QUIDS are held as
capital assets. Prospective investors are urged to consult their own tax
advisors as to the specific consequences to them of such deposit.
RESIGNATION OF TRUSTEE
The Trustee may resign at any time by giving written notice thereof to
FPL or may be removed at any time by Act of the Holders of a majority in
principal amount of all series of Debt Securities then Outstanding
delivered to the Trustee and FPL. No resignation or removal of the Trustee
and no appointment of a successor trustee will become effective until the
acceptance of appointment by a successor trustee in accordance with the
requirements of the Indenture. So long as no Event of Default or event
which, after notice or lapse of time, or both, would become an Event of
Default has occurred and is continuing and except with respect to a Trustee
appointed by Act of the Holders, if FPL has delivered to the Trustee a
resolution of its Board of Directors appointing a successor trustee and
such successor has accepted such appointment in accordance with the terms
of the Indenture, the Trustee will be deemed to have resigned and the
successor will be deemed to have been appointed as trustee in accordance
with the Indenture.
NOTICES
Notices to Holders of QUIDS will be given by mail to the addresses of
such Holders as they may appear in the Security Register.
TITLE
FPL, the Trustee, and any agent of FPL or the Trustee, may treat the
Person in whose name QUIDS are registered as the absolute owner thereof
(whether or not such QUIDS may be overdue) for the purpose of making
payments and for all other purposes irrespective of notice to the contrary.
GOVERNING LAW
The Indenture and the QUIDS will be governed by, and construed in
accordance with, the law of the State of New York.
REGARDING THE TRUSTEE
The Trustee under the Indenture is The Chase Manhattan Bank (National
Association). In addition to acting as Trustee under the Indenture and
Exchange Agent for the Exchange Offer, The Chase Manhattan Bank (National
Association) supports all credit lines, provides a general purpose
commercial paper backup line of credit and acts as agent for an insurance
facility for FPL.
DESCRIPTION OF CERTAIN TERMS OF THE $2.00 PREFERRED STOCK
In addition to terms described above under "Prospectus
Summary Comparison of QUIDS and $2.00 Preferred Stock", the following terms
apply to the $2.00 Preferred Stock:
VOTING RIGHTS
FPL Group, Inc., as the only Holder of common stock of FPL, has sole
voting power, except as indicated below or as otherwise required by law.
If any four full quarterly dividends on any of the 4 1/2% Preferred Stock,
4 1/2% Preferred Stock Series A, Serial Preferred Stock or No Par Preferred
Stock (which includes the $2.00 Preferred Stock) (collectively, the "Pre-
ferred Stocks") of FPL are in default (no dividends are currently in
default), the Holders of shares of any class of the Preferred Stock
become entitled, as one class, to elect a majority of the Board of
Directors, which right does not terminate until full dividends have
been provided for all past periods. When entitled to vote, the Holders
of the Preferred Stocks (other than the No Par Preferred Stock) shall
have one vote for each share held and the Holders of No Par Preferred
Stock shall have one vote for every $100 liquidation value established
by the Board of Directors or a committee thereof, provided that
amounts less than $100 shall be afforded their proportional fractional
vote.
So long as any shares of the No Par Preferred Stock are outstanding,
FPL shall not, without the consent of at least two-thirds of the total
number of votes attributable to the outstanding shares of each class of
Preferred Stock voting together as one class, (1) create or authorize any
new stock ranking prior to the No Par Preferred Stock or any security
convertible into shares of such prior ranking stock; or (2) amend, alter or
repeal any of the rights, preferences or powers of any series of the No Par
Preferred Stock so as to alter materially any such rights, preferences or
power, provided that with respect to (2) above, (i) the Preferred Stocks
other than the No Par Preferred Stock shall be entitled to vote as a member
of such voting class only if the same right, preference or power of such
Preferred Stocks other than the No Par Preferred Stock are proposed to be
materially amended, altered or repealed in such manner, and (ii) if any
amendment, alteration or repeal would alter materially the rights,
preferences or powers of less than all the series of the Preferred Stocks,
the consent of only the Holders of at least two-thirds of the total number
of votes attributable to the outstanding shares of all series so affected,
voting as a class, shall be required.
Without the consent of the Holders of at least a majority of the
outstanding shares of each of the 4 1/2% Preferred Stock and 4 1/2%
Preferred Stock Series A and a majority of the outstanding shares of each
series of the Serial Preferred Stock, and so long as any shares of the No
Par Preferred Stock are outstanding, without the consent of the Holders of
at least a majority of the total number of votes attributable to the
outstanding Preferred Stocks, voting together as a class, FPL shall not (1)
merge or consolidate into any other corporation or dispose of substantially
all of the assets of FPL unless the merger, consolidation or disposition or
the exchange, issuance or assumption of all issued or assumed securities
have the approval of governmental regulatory bodies; (2) issue or assume
(except for refunding purposes) any unsecured indebtedness in the event the
total amount of all unsecured indebtedness would exceed 20% of the sum of
the secured indebtedness of FPL plus capital and surplus of FPL; (3) issue
any shares of the Preferred Stocks, or of any other class of stock ranking
prior to or on a parity with the Preferred Stocks as to dividends or
distributions, unless (a) net income (after depreciation and taxes) for a
period of twelve consecutive months within the fifteen months immediately
preceding the issuance of such shares is at least equal to twice the annual
dividend requirements on all outstanding shares of Preferred Stocks, and on
all other prior or parity stock, including the shares proposed to be
issued, and (b) gross income (after depreciation and taxes) for such period
shall have been 1.5 times the sum of annual interest charges on all
indebtedness and annual dividend requirements on the Preferred Stocks,
including the shares proposed to be issued, and on all other prior or
parity stock; or (4) issue any shares of the Preferred Stocks or of any
prior or parity stock unless the aggregate of common stock capital and
surplus shall be not less than the aggregate amount payable on the
involuntary liquidation, dissolution or winding up of FPL in respect of all
Preferred Stocks to be outstanding immediately thereafter and on all other
prior or parity stock.
LIQUIDATION RIGHTS
In the event of any voluntary liquidation, dissolution or winding up
of FPL, the $2.00 Preferred Stock, pari passu with all classes of Preferred
Stocks then outstanding, shall have a preference over each series of FPL's
Subordinated Preferred Stock (none of which has been issued or is
outstanding) and common stock until an amount equal to the then current
redemption price shall have been paid. In the event of any involuntary
liquidation, dissolution or winding up of FPL, the $2.00 Preferred Stock,
pari passu with all classes of Preferred Stocks then outstanding, shall
also have a preference over each series of FPL's Subordinated Preferred
Stock and common stock until the full involuntary liquidation value thereof
($25 per share) plus all accumulated and unpaid dividends thereon shall
have been paid.
MISCELLANEOUS
The $2.00 Preferred Stock has no subscription rights, conversion
rights or preemptive rights.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States federal income
tax consequences of the ownership of QUIDS as of the date hereof and
represents the opinion of Reid & Priest LLP, counsel to FPL, insofar as it
relates to matters of law or legal conclusions. Except where noted, it
deals only with QUIDS held as capital assets and acquired pursuant to the
Exchange Offer and does not deal with special situations, such as those of
dealers in securities or currencies, financial institutions, life insurance
companies, persons holding QUIDS as a part of a hedging or conversion
transaction or a straddle, United States Holders (as defined herein) whose
"functional currency" is not the U.S. dollar, or Non-United States Holders
(as defined herein) who own (actually or constructively) ten percent or
more of the combined voting power of all classes of voting stock of FPL,
who are present in the United States or who have any other special status
with respect to the United States. Furthermore, the discussion below is
based upon the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations, rulings and judicial decisions thereunder as
of the date hereof, and such authorities may be repealed, revoked or
modified so as to result in federal income tax consequences different from
those discussed below.
ALL HOLDERS OF $2.00 PREFERRED STOCK ARE ADVISED TO CONSULT WITH THEIR
TAX ADVISORS AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE
EXCHANGE OF QUIDS FOR $2.00 PREFERRED STOCK AND OF THE OWNERSHIP AND
DISPOSITION OF QUIDS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS
THE EFFECT OF ANY STATE, LOCAL OR OTHER TAX LAWS.
UNITED STATES HOLDERS
As used herein, a "United States Holder" means a Holder that is a
citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United States
or any political subdivision thereof, or an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source. A "Non-United States Holder" is a Holder that is not a United
States Holder.
EXCHANGE OF QUIDS FOR $2.00 PREFERRED STOCK
The exchange of QUIDS for $2.00 Preferred Stock pursuant to the
Exchange Offer will be a taxable transaction. In the case of a United
States Holder who owns (actually or constructively) solely $2.00 Preferred
Stock, or not more than one percent of the $2.00 Preferred Stock
outstanding and not more than one percent of any other class of FPL Capital
Stock, gain or loss will be recognized in an amount equal to the difference
between the fair market value of the QUIDS at the time of the exchange plus
the Payment in Lieu of Accumulated Dividends, and the exchanging Holder's
tax basis in the $2.00 Preferred Stock exchanged therefor and will be long-
term capital gain or loss if the $2.00 Preferred Stock has been held for
more than one year as of such date. A United States Holder's aggregate tax
basis in the QUIDS will be equal to the fair market value of the QUIDS at
the time of the exchange.
Holders of the $2.00 Preferred Stock owning (actually or
constructively) more than one percent of any class of FPL's stock are
advised to consult their own tax advisors as to the income tax consequences
of exchanging QUIDS for $2.00 Preferred Stock.
ORIGINAL ISSUE DISCOUNT, MARKET DISCOUNT AND ACQUISITION PREMIUM
Under the terms of the QUIDS, FPL has the option to defer payments of
interest for up to 20 consecutive quarterly interest payment periods and to
pay as a lump sum at the end of such period all of the interest that has
accrued during such period. Because of this option to extend the interest
payment periods, all of the stated interest payments on the QUIDS will be
treated as OID. As a result, United States Holders will be required to
accrue interest income even if they use the cash method of tax accounting.
In the event that the interest payment period is extended, a United States
Holder will be required to continue to include OID in income on an economic
accrual basis notwithstanding that FPL will not make any interest payments
on the QUIDS. In addition, the amount of OID will be increased or
decreased if the "issue price" of the QUIDS (fair market value at the time
of the exchange, which will not include the Payment in Lieu of Accumulated
Dividends ) is less than or greater than their stated principal amount.
It is anticipated that the issue price of the QUIDS will equal or
exceed their stated principal amount. In the event that the issue price of
the QUIDS is less than their stated principal amount, however, the Treasury
Regulations may be read to require a recalculation of the amount of OID for
each period that FPL does not exercise its right to extend the interest
payment. This recalculation could result in minor adjustments to the
amount of OID taxable to the Holders for such period.
To the extent a subsequent United States Holder acquires QUIDS at a
price that is less than their adjusted issue price (the fair market value
of the QUIDS at the time of the exchange, which does not include the
Payment in Lieu of Accumulated Dividends, adjusted for the accrual of OID
and interest payments), the Holder will have purchased such QUIDS at a
market discount. Under the market discount rules, a United States Holder
will be required to treat any principal payment on, or any gain on the
sale, exchange, retirement or other disposition of, QUIDS as ordinary
income to the extent of the market discount which has not previously been
included in income and is treated as having accrued on such QUIDS at the
time of such payment or disposition. Market discount accrues ratably, or,
at the election of the Holder, under a constant yield method over the
remaining term of the QUIDS. In addition, the United States Holder may be
required to defer, until the maturity of the QUIDS or their earlier
disposition in a taxable transaction, the deduction of all or a portion of
the interest expense on any indebtedness incurred or continued to purchase
or carry such QUIDS. In lieu of the foregoing, a Holder may elect to
include market discount in income currently as it accrues on all market
discount instruments acquired by such Holder in the taxable year of the
election or thereafter, in which case the interest deferral rule will not
apply.
A subsequent United States Holder that purchases QUIDS for an amount
that is greater than their adjusted issue price will be able to offset a
portion of such acquisition premium properly allocable to a taxable year
against the accrual of income on such QUIDS.
SALE, EXCHANGE AND RETIREMENT OF THE QUIDS
Upon the sale, exchange or retirement of QUIDS, a United States Holder
will recognize gain or loss equal to the difference between the amount
realized upon the sale, exchange or retirement and the adjusted tax basis
of the QUIDS. A United States Holder's adjusted tax basis in QUIDS will,
in general, be the United States Holder's initial basis therefor, increased
by OID or market discount previously included in income by the United
States Holder and reduced by any amortized premium and any cash payments on
the QUIDS. Except as described above with respect to market discount, such
gain or loss will be capital gain or loss and will be long-term capital
gain or loss if at the time of sale, exchange or retirement, the QUIDS have
been held for more than one year. Under current law, net capital gains of
individuals are, under certain circumstances, taxed at lower rates than
items of ordinary income. The deductibility of capital losses is subject
to limitations.
NON-UNITED STATES HOLDERS
Under present United States federal income and estate tax law, and
subject to the discussion below concerning backup withholding:
(a) no withholding of United States federal income tax will be
required with respect to a Non-United States Holder upon the exchange of
the QUIDS for $2.00 Preferred Stock pursuant to the Exchange Offer provided
such Holder proves, in a manner and under arrangements satisfactory to FPL
or its agents, that such Holder owns (actually or constructively) solely
$2.00 Preferred Stock, or not more than one percent of the $2.00 Preferred
Stock outstanding and not more than one percent of any other class of FPL's
stock, or that the exchange of QUIDS for $2.00 Preferred Stock otherwise
qualifies as a sale or exchange for United States federal income tax
purposes. If a non-United States Holder does not provide the proof
described in the preceding sentence, FPL will withhold federal income tax
at a rate of 30% of the gross proceeds paid to such Holder pursuant to the
Exchange Offer;
(b) no withholding of United States federal income tax will be
required with respect to the payment by FPL or any paying agent of
principal or interest (which for purposes of this discussion includes OID)
on QUIDS owned by a Non-United States Holder, provided (i) the beneficial
owner is not a controlled foreign corporation that is related to FPL
through stock ownership and (ii) either (y) the beneficial owner certifies
to FPL or its agent, under the penalties of perjury, that it is not a U.S.
person, citizen or resident and provides its name and address or (z) a
financial institution holding the QUIDS on behalf of the beneficial owner
certifies, under penalties of perjury, that such statement has been
received by it and furnishes FPL or its agent with a copy thereof;
(c) no withholding of United States federal income tax will be
required with respect to any gain or income realized by a Non-United States
Holder upon the sale, exchange or retirement of QUIDS; and
(d) QUIDS beneficially owned by an individual who at the time of
death is a Non-United States Holder will not be subject to United States
federal estate tax as a result of such individual's death, provided that
the interest payments with respect to such QUIDS would not have been, if
received at the time of such individual's death, effectively connected with
the conduct of a trade or business by such individual in the United States
as provided under the Treasury Regulations.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, information reporting requirements will apply to (i)
certain payments of principal, interest and OID paid on the QUIDS, (ii) the
gross proceeds from the exchange of the QUIDS for the $2.00 Preferred Stock
pursuant to the Exchange Offer, and (iii) the proceeds of sale of the QUIDS
made to United States Holders other than certain exempt recipients (such as
corporations). A 31% backup withholding tax will apply to payments
described in the preceding sentence if the United States Holder fails to
provide a taxpayer identification number or certification of exempt status
or fails to report in full dividend and interest income.
No information reporting or backup withholding will be required with
respect to payments made by FPL or any paying agent to Non-United States
Holders if a statement described in (b) (ii) under "Non-United States
Holders" has been received and the payor does not have actual knowledge
that the beneficial owner is a United States person.
Payments of the proceeds from the sale by a Non-United States Holder
of QUIDS and the gross proceeds from the exchange of the QUIDS for the
$2.00 Preferred Stock pursuant to the Exchange Offer made to or through a
foreign office of a broker will not be subject to information reporting or
backup withholding, except that if the broker is, for federal income tax
purposes, a United States person, a controlled foreign corporation or a
foreign person that derives 50% or more of its gross income for certain
periods from the conduct of a trade or business in the United States, such
payments will not be subject to backup withholding but may be subject to
information reporting. Such payment of the proceeds of the sale of QUIDS
and the exchange of the QUIDS for $2.00 Preferred Stock to or through the
United States office of a broker is subject to information reporting and
backup withholding unless the Non-United States Holder or the beneficial
owner certifies as to its non-United States status or otherwise establishes
an exemption.
Any amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against such Holder's United States federal
income tax liability provided the required information is furnished to the
IRS.
LEGAL MATTERS
The validity of the QUIDS will be passed upon for FPL by Steel Hector
& Davis, West Palm Beach, Florida, and Reid & Priest LLP, New York, New
York, co-counsel to FPL. Reid & Priest LLP may rely as to all matters of
Florida law on Steel Hector & Davis. Steel Hector & Davis may rely as to
all matters of New York law on Reid & Priest LLP. Statements as to U.S.
taxation in this Prospectus under the caption "Certain United States
Federal Income Tax Consequences" have been passed upon for FPL by Reid &
Priest LLP, counsel to FPL, and are stated herein on their authority.
Certain legal matters will be passed upon for the Dealer Managers by
Winthrop, Stimson, Putnam & Roberts, New York, New York.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended December
31, 1994 have been so incorporated in reliance on the report of Deloitte &
Touche LLP, independent auditors, given on the authority of said firm as
experts in auditing and accounting.
Facsimile copies of the Letter of Transmittal will be accepted.
Letters of Transmittal, certificates representing shares of Preferred
Stock, Notices of Guaranteed Delivery and any other required documents,
should be sent by each shareholder or his broker, dealer, commercial bank,
trust company or other nominee to the Exchange Agent at one of the
addresses as set forth below:
The Exchange Agent is:
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
BY HAND: BY OVERNIGHT COURIER:
Office Hours: 9:00 a.m. 5:00 p.m. c/o Chase Securities Processing Corp.
(New York City Time) Ft. Lee Executive Park
1 Chase Manhattan Plaza (Floor 1-B) 1 Executive Drive (6th Floor)
Nassau and Liberty Streets Ft. Lee, New Jersey 07024
New York, New York 10081
BY MAIL:
Box 3032
4 Chase MetroTech Center
Brooklyn, New York 11245
Facsimile Transmission
(201) 592-4372
(For Eligible Institutions Only)
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 592-4370
Shareholder Inquiries:
(800) 355-2663 (Toll Free)
Any questions or requests for assistance or additional copies of this
Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the Information Agent or the Dealer Managers at their
respective telephone numbers and locations set forth below. You may also
contact your broker, dealer, commercial bank or trust company or other
nominee for assistance concerning the Exchange Offer.
The Information Agent is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
BANKS AND BROKERS CALL COLLECT:
(212) 440-9800
ALL OTHERS CALL TOLL-FREE:
(800) 223-2064
The Dealer Managers for the Exchange Offer are:
GOLDMAN, SACHS & CO. LEHMAN BROTHERS INC.
85 Broad Street 3 World Financial Center
New York, New York 10004 New York, New York 10285
(800) 838-3182 (Toll Free) (800) 438-3242 (Toll Free)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS.
1 (a) -- Form of Dealer Managers Agreement.
4 (n) -- Form of Letter of Transmittal.
23 (a) -- Consent of Deloitte & Touche LLP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Pre-Effective Amendment No. 1 to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Juno Beach, and State of Florida,
on the 29th day of June, 1995.
FLORIDA POWER & LIGHT COMPANY
By: /s/ DENNIS P. COYLE
-------------------------------
DENNIS P. COYLE
AGENT FOR SERVICE
Pursuant to Rule 478, the undersigned Agent for Service named in the
registration statement has executed this Pre-Effective Amendment No. 1 to
the registration statement on behalf of all persons signing such
registration statement, thereunto duly authorized, in the City of Juno
Beach and State of Florida on the 29th day of June, 1995.
By: /s/ DENNIS P. COYLE
--------------------------------
DENNIS P. COYLE
AGENT FOR SERVICE
<PAGE>
EXHIBIT INDEX
Exhibits
--------
1(a) Form of Dealer Managers Agreement
4(n) Form of Letter of Transmittal
23(a) Consent of Deloitte & Touche LLP
Exhibit 1(a)
DEALER MANAGERS AGREEMENT
July __, 1995
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Lehman Brothers
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
Florida Power & Light Company, a Florida corporation ("FPL"),
proposes to offer its _____% Quarterly Income Debt Securities
(Subordinated Deferrable Interest Debentures, Due ____ (the
"QUIDS") in exchange for its 5,000,000 outstanding shares of
$2.00 No Par Preferred Stock, Series A (Involuntary Liquidation
Value $25 Per Share) (the "Preferred Stock"), on the terms and
subject to the conditions set forth in the Prospectus attached
hereto as Exhibit A (the "Prospectus") and set forth in the
Letter of Transmittal and related correspondence attached hereto
as Exhibit B (collectively, the "Letter of Transmittal"), both of
which we have caused to be drafted and furnished to you in
connection with such offer (the "Exchange Offer"). The
Prospectus and the Letter of Transmittal are collectively
hereinafter referred to as the "Offer Materials."
The QUIDS will be a series of debt securities issued by FPL under
its Indenture, dated as of August ___, 1995, to The Chase
Manhattan Bank (National Association), as Trustee, as it will be
supplemented by a resolution of the Finance Committee of the
Board of Directors of FPL and an Officer's certificate, each
relating to the QUIDS, in substantially the form heretofore
delivered to the Dealer Managers (as hereinafter defined). The
Indenture as it will be so supplemented is hereinafter called the
"Indenture."
FPL has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-4, including a
prospectus ("registration statement No. 33-59429"), for the
registration of $125,000,000 aggregate principal amount of its
QUIDS under the Securities Act of 1933, as amended (the
"Securities Act"), which registration statement has been declared
effective by the Commission. References herein to the term
"Registration Statement" as of any given date shall mean
registration statement No. 33-59429, as amended or supplemented
to such date, including all documents incorporated by reference
therein as of such date pursuant to Item 11 of Form S-4
("Incorporated Documents"). References herein to the term
"Prospectus" as of any given date shall mean the prospectus
forming a part of registration statement No. 33-59429, as amended
or supplemented as of such date, including all Incorporated
Documents. References herein to the term "Effective Date" shall
be deemed to refer to the time and date that registration
statement No. 33-59429 was declared effective by the Commission.
Prior to the termination of the Exchange Offer, FPL will not file
any amendment to the Registration Statement or any amendment or
supplement to the Prospectus without prior notice to the Dealer
Managers and to Winthrop, Stimson, Putnam & Roberts, who are
acting as counsel on behalf of the Dealer Managers ("Counsel for
the Dealer Managers"), or any such amendment or supplement to
which the Dealer Managers shall reasonably object in writing, or
which shall be unsatisfactory to Counsel for the Dealer Managers.
FPL has also prepared and filed, or will also prepare and file,
with the Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the applicable instructions,
rules and regulations of the Commission thereunder, a Statement
on Schedule 13E-4 with respect to the Exchange Offer (as such
Statement may be amended from time to time, and including
exhibits thereto and any documents incorporated by reference
therein, the "Schedule 13E-4").
FPL has furnished, or will promptly furnish, to each of you a
signed copy of each of the Registration Statement and the
Schedule 13E-4, all amendments or supplements thereto and any
other filings with the Commission in connection with the Exchange
Offer, whether filed before or after the Registration Statement
became effective, and copies of all exhibits and documents filed
therewith.
1. Appointment of Dealer Managers. Subject to the terms and
------------------------------
conditions hereof, FPL hereby appoints Goldman, Sachs & Co. and
Lehman Brothers (the "Dealer Managers," or each, a "Dealer
Manager") to act on its behalf as the dealer managers, and
Goldman, Sachs & Co. and Lehman Brothers agree to act as the
dealer managers, in connection with the Exchange Offer.
2. Duties as Dealer Managers. The Dealer Managers will each
-------------------------
perform those services as dealer manager, in connection with the
Exchange Offer, as are customarily performed by investment
banking concerns in connection with offers of like nature,
including, but not limited to, soliciting tenders of Preferred
Stock pursuant to the Exchange Offer and communicating generally,
and responding to requests for information and material,
regarding the Exchange Offer and the QUIDS with brokers, dealers,
commercial banks and trust companies and other persons including
the holders of the Preferred Stock. In addition, each Dealer
Manager shall act as an independent contractor and will not be
deemed to act as agent of FPL, and FPL shall not be deemed to act
as the agent of either Dealer Manager. In addition, in so
soliciting, no broker, dealer, commercial bank or trust company
shall be deemed to act as the agent of either Dealer Manager or
as agent of FPL, and neither the Dealer Managers nor FPL shall be
deemed to act as the agent of any broker, dealer, commercial bank
or trust company. FPL will cooperate with the Dealer Managers
and use its reasonable best efforts to provide the Dealer
Managers with such information as the Dealer Managers shall
reasonably request in connection with effectuating their duties
hereunder.
3. Offer Materials.
---------------
(a) The Offer Materials will be prepared and approved by
FPL. FPL will cause all copies of the Offer Materials, and all
amendments and supplements thereto, filed with the Commission to
be distributed to holders of record of shares of Preferred Stock
as may be required by the Securities Act and the Exchange Act and
the respective instructions, rules and regulations of the
Commission thereunder. Each Dealer Manager is authorized to use
the Offer Materials in connection with the solicitation of
holders of Preferred Stock, and FPL agrees to furnish each Dealer
Manager with as many copies of the Offer Materials, and all
amendments or supplements thereto, as such Dealer Manager may
reasonably request for use by such Dealer Manager in connection
with the Exchange Offer during the period of the Exchange Offer.
Each Dealer Manager agrees not to provide the holders of
Preferred Stock or any other person any written information
regarding the Exchange Offer other than the information contained
in the Offer Materials. FPL will not file, use or publish any
material in connection with the Exchange Offer, or refer to
either Dealer Manager in any such material, without prior
consultation with that Dealer Manager.
(b) If, prior to the Closing Date (as defined below), any
event occurs as a result of which the Prospectus or the Schedule
13E-4 would include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend
the Prospectus to comply with the Securities Act or amend the
Schedule 13E-4 to comply with the Exchange Act, then FPL will
notify the Dealer Managers promptly to suspend solicitation of
exchanges of Preferred Stock and each Dealer Manager shall
suspend its solicitations of exchanges of Preferred Stock; and if
FPL shall decide to amend or supplement the Registration
Statement, the Prospectus or the Schedule 13E-4, it will promptly
advise the Dealer Managers by telephone (with confirmation in
writing) and will promptly prepare and file with the Commission
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. Upon
the Dealer Managers' receipt of such amendment or supplement and
advice from FPL that solicitations may be resumed, the Dealer
Managers will resume solicitations of exchanges of Preferred
Stock.
(c) FPL will promptly advise the Dealer Managers of the
issuance of any stop order under the Securities Act with respect
to the Registration Statement or the institution of any
proceedings therefor of which FPL shall have received notice
prior to the Closing Date. FPL will use its best efforts to
prevent the issuance of any such stop order and to secure the
prompt removal thereof, if issued.
4. Representations, Warranties and Covenants of FPL. FPL
------------------------------------------------
represents and warrants and agrees that:
(a) The Registration Statement and the Prospectus at the
Effective Date fully complied, and the Prospectus, the
Registration Statement, and the Indenture at the date the
Exchange Offer is consummated (the "Closing Date") and the
Schedule 13E-4, at the date it is filed with the Commission and
at the Closing Date, will fully comply, in all material respects
with the applicable provisions of the Securities Act, the
Exchange Act and the Trust Indenture Act of 1939, as amended (the
"1939 Act"), and, in each case, the applicable instructions,
rules and regulations of the Commission with respect thereto; at
the Effective Date, the Registration Statement and the Offer
Materials taken together as a whole, did not, and at the date it
is filed with the Commission, the Schedule 13E-4 will not, and at
the Closing Date, the Offer Materials taken together as a whole,
will not, contain an untrue statement of a material fact, or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and the
Incorporated Documents, when filed with the Commission, fully
complied or will fully comply in all material respects with the
applicable provisions of the Exchange Act and the applicable
instructions, rules and regulations of the Commission thereunder;
provided, that the foregoing representations and warranties in
this subsection (a) shall not apply to statements or omissions
made in reliance upon and in conformity with information
furnished in writing to FPL by or on behalf of either the Dealer
Managers for use in connection with the preparation of the
Registration Statement or the Prospectus, or to any statements in
or omissions from the Statement of Eligibility and Qualification
on Form T-1, or amendments thereto, of the Trustee under the
Indenture.
(b) The financial statements included as part of or
incorporated by reference in the Prospectus present fairly the
financial condition and operations of FPL at the respective dates
or for the respective periods to which they apply; such financial
statements have been prepared in each case in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved except as otherwise indicated in
the Registration Statement; and Deloitte & Touche LLP, who have
audited the financial statements, are independent public
accountants as required by the Securities Act and the Exchange
Act and the rules and regulations of the Commission thereunder.
(c) Except as reflected in or contemplated by the
Registration Statement and the Prospectus, since the respective
most recent dates as of which information is given in the
Registration Statement and Prospectus, there has not been any
material adverse change in the business, properties or financial
condition of FPL nor has any material transaction been entered
into by FPL other than changes and transactions contemplated by
the Registration Statement and Prospectus, and transactions in
the ordinary course of business. FPL has no material contingent
obligation which is not disclosed in the Registration Statement
and Prospectus.
(d) The consummation of the transactions herein contemplated
and the fulfillment of the terms hereof on the part of FPL to be
fulfilled have been duly authorized by all necessary corporate
action of FPL in accordance with the provisions of its Restated
Articles of Incorporation, as amended (the "Charter"), by-laws
and applicable law, and the QUIDS when issued and delivered as
provided in the Prospectus will constitute legal, valid and
binding obligations of FPL in accordance with their terms, except
as limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally and limitations on the availability
of equitable remedies.
(e) The consummation of the transactions herein contemplated
and the fulfillment of the terms hereof and the compliance by FPL
with all the terms and provisions of the Indenture will not
result in a breach of any of the terms or provisions of, or
constitute a default under, FPL's Charter, by-laws or any
indenture, mortgage, deed of trust or other agreement or
instrument to which FPL is now a party, or violate any law or any
order, rule, decree or regulation applicable to FPL of any
Federal or state court, regulatory board or body or
administrative agency having jurisdiction over FPL or any of its
property, except where such breach, default or violation would
not have a material adverse effect on the business, properties or
financial condition of FPL.
(f) This Agreement has been duly authorized, executed and
delivered by FPL.
(g) FPL will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the QUIDS
for offer and sale under the blue sky laws of such jurisdictions
as, in FPL's judgment, are reasonably necessary in connection
with the Exchange Offer, provided that FPL shall not qualify as a
foreign corporation or dealer in securities, or file any consents
to service of process under the laws of any jurisdiction.
(h) FPL will make generally available to its security
holders, as soon as practicable, an earnings statement (which
need not be audited, unless required so to be under Section 11(a)
of the Securities Act) of FPL in reasonable detail covering the
12 months beginning not later than the first day of the quarter
next succeeding the month in which occurred the effective date of
the Registration Statement as defined in Rule 158 under the
Securities Act.
(i) FPL will use its best efforts promptly to do and perform
all things reasonably required to effect the listing of the QUIDS
on the New York Stock Exchange (the "NYSE").
(j) FPL shall inform the Dealer Managers in advance of its
intention to offer for sale, to sell or to enter into any
agreement to sell or otherwise dispose of, any QUIDS, any
preferred stock of FPL, any other securities of FPL which are
substantially similar to QUIDS or any securities convertible into
or exchangeable for such QUIDS, preferred stock or substantially
similar securities between the date of this Agreement and the
Closing Date. If the Dealer Managers together promptly advise
FPL that, in their reasonable judgment, such offer, sale or other
disposition would adversely affect the ability of the Dealer
Managers to fulfill their obligations under this Agreement, then
FPL will refrain from making such offer, sale or other
disposition prior to the Closing Date.
5. Dealer Managers' Covenants. Each Dealer Manager hereby
--------------------------
covenants that all actions taken by it in connection with the
Exchange Offer will comply in all material respects with all
applicable laws, regulations and rules of the United States
including, without limitation, the Securities Act, the Exchange
Act (including, without limitation, Rules 10b-6 and 13e-4
thereunder), and the applicable rules and regulations of the
registered national securities exchanges of which the respective
Dealer Manager is a member and of the National Association of
Securities Dealers, Inc.
6. Conditions to Obligations. Each Dealer Manager's obligation
-------------------------
to act as a dealer manager with respect to the Exchange Offer
shall at all times be subject to the conditions that:
(a) All of FPL's representations and warranties contained
herein are, and at all times during the Exchange Offer shall be,
true and correct in all material respects (except as to
representations and warranties made as of a particular date which
need be true in all material respects only as of such date), it
being understood that a Dealer Manager's performance hereunder at
a time when it knew or should have known that any such statement
is or may be untrue or incorrect in a material respect shall be
without prejudice to that Dealer Manager's right subsequently to
cease so to perform by reason of such untruth or incorrectness.
(b) FPL, at all times during the period of the Exchange
Offer, shall have performed all of its material obligations
hereunder and with respect to the Exchange Offer required to have
been performed.
(c) No stop order or restraining order shall have been
issued and no litigation shall have been commenced or threatened
with respect to the Exchange Offer or with respect to any of the
transactions in connection with or contemplated by, the Exchange
Offer, the Offer Materials, or this Agreement before any agency,
court or other governmental body of any jurisdiction which the
Dealer Manager, in good faith after consultation with FPL,
believes renders it inadvisable for the Dealer Manager to
continue to act hereunder.
(d) On the date hereof, the Dealer Managers shall have
received (i) from each of Steel, Hector & Davis and Reid & Priest
LLP, both counsel to FPL, an opinion, and (ii) a certificate of
FPL signed by the President, any Vice President, or the Treasurer
of FPL, in each case to the effect that, at the Effective Date,
the Registration Statement and the Offer Materials taken together
as a whole, did not, and at the date it is filed with the
Commission, the Schedule 13E-4 will not, and at the Closing Date,
the Offer Materials taken together as a whole, will not, contain
an untrue statement of a material fact, or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; provided that the
foregoing opinions and representations in this subsection
(d) shall not apply to statements or omissions made in reliance
upon and in conformity with information furnished in writing to
FPL by or on behalf of either the Dealer Managers for use in
connection with the preparation of the Registration Statement or
the Prospectus, or to any statements in or omissions from the
Statement of Eligibility and Qualification on Form T-1, or
amendments thereto, of the Trustee under the Indenture.
(e) On the Closing Date, the Dealer Managers shall have
received (i) from each of Steel Hector & Davis and Reid & Priest
LLP, both counsel for FPL, a favorable opinion, which opinion
will not pass on compliance with the provisions of the blue sky
laws of any jurisdictions, in form and substance reasonably
satisfactory to Counsel for the Dealer Managers (ii) from Counsel
for the Dealer Managers, an opinion in form and substance
reasonably satisfactory to the Dealer Managers, and (iii) from
Deloitte & Touche LLP, a letter substantially in the form
attached hereto as Exhibit C.
(f) On the Closing Date, the Dealer Managers shall have
received a certificate of FPL signed by the President, any Vice
President, or the Treasurer of FPL reasonably satisfactory to the
Dealer Managers to the effect that (i) there has been no material
adverse change in the business, properties or financial condition
of FPL, except as reflected or contemplated in the Registration
Statement and Prospectus, (ii) the other representations and
warranties on the part of FPL contained in this Agreement are
true and correct (with the same force and effect as though
expressly made on and at and as of the Closing Date), (iii) FPL
has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied under this Agreement on or
prior to the Closing Date and (iv) no stop order suspending the
effectiveness of the Registration Statement (as so amended or
supplemented) has been issued and no proceedings for the purpose
have been initiated or threatened by the Commission.
7. Indemnification.
---------------
(a) FPL agrees to indemnify and hold harmless each Dealer
Manager, and each person who controls it within the meaning of
Section 15 of the Securities Act, from and against any and all
losses, claims, damages or liabilities, joint or several, to
which it or any of them may become subject under the Securities
Act, the Exchange Act or any other statute or common law, and to
reimburse any such person for any legal or other expenses
(including, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investigating
any such losses, claims, damages or liabilities or in connection
with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in the preliminary prospectus (if
used prior to the Effective Date), including the Incorporated
Documents, or in the Registration Statement, Prospectus, the
Schedule 13E-4 or other Offer Materials or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that the indemnity agreement
-----------------
contained in this subsection (i) shall not apply to any such
losses, claims, damages, liabilities, expenses or actions arising
out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if
such statement or omission was made in reliance upon and in
conformity with information furnished to FPL in writing by or on
behalf of any Dealer Manager for use in connection with the
preparation of the Registration Statement, the Prospectus, the
Schedule 13E-4 or other Offer Materials or any amendment or
supplement to either thereof, or arising out of, or based upon,
statements in or omissions from Exhibit 25 to the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification on Form T-1 of the Trustee under the Indenture;
(ii) any breach by FPL of any representations or warranty or
failure to comply with any of the agreements on the part of FPL
set forth herein, (iii) a withdrawal, rescission, termination or
modification of, or a failure to make or consummate, the Exchange
Offer, or (iv) your acting as Dealer Managers in connection with
the Exchange Offer or that arises in connection with your
engagement under this Agreement. Notwithstanding the foregoing,
the indemnity agreement with respect to each Dealer Manager
contained in clauses (iii) and (iv) of the immediately preceding
sentence shall not apply to any losses, claims, damages,
liabilities, expenses or actions that are finally judicially
determined (or in a settlement tantamount thereto) to have
resulted primarily from such Dealer Manager's (or any person
controlling that Dealer Manager) negligence (unless and only to
the extent the court in which such action or suit was brought
shall determine, upon application, that despite the adjudication
of liability (except for that based upon gross negligence) but in
view of all the circumstances of the case, the Dealer Manager is
fairly and reasonably entitled to indemnity and to the extent the
court shall deem proper). In any such action or suit, FPL shall
not argue that the terms of the Agreement preclude any such
determination by the court. The indemnity agreement contained in
this paragraph shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of
any Dealer Manager or any such controlling person, and shall
survive the consummation of the Exchange Offer. Each Dealer
Manager agrees promptly to notify FPL of the commencement of any
litigation or proceedings against it or any of them or any such
controlling person in connection with the Exchange Offer.
(b) Each Dealer Manager agrees to indemnify and hold
harmless FPL, its officers and directors, and each controlling
person thereof within the meaning of Section 15 of the Securities
Act, against any and all losses, claims, damages or liabilities,
joint or several, to which it or any of them may become subject
under the Securities Act, the Exchange Act or any other statute
or common law, and to reimburse any such person for any legal or
other expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or liabilities or
in connection with defending any actions, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of or
are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement,
Prospectus, the Schedule 13E-4 or other Offer Materials, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and in conformity with information furnished to FPL
in writing by or on behalf of such Dealer Manager for use in
connection with the preparation of the Registration Statement or
the Prospectus or any amendment or supplement to either thereof.
The indemnity agreement contained in this paragraph shall remain
operative and in full force and effect, regardless of any
investigation made by or on behalf of FPL or any of its officers
or directors or any such controlling person, and shall survive
the consummation of the Exchange Offer. FPL agrees promptly to
notify the Dealer Managers of the commencement of any litigation
or proceedings against FPL or any of its officers or directors or
any such controlling person in connection with the Exchange
Offer.
(c) Each of FPL and each of the Dealer Managers agree that,
upon the receipt of notice of the commencement of any action
against it, its officers and directors, or any person controlling
it as aforesaid, in respect of which indemnity may be sought on
account of any indemnity agreement contained therein, it will
promptly give written notice of the commencement thereof to the
party or parties against whom indemnity shall be sought
thereunder, but the omission so to notify such indemnifying party
or parties of any such action shall not relieve such indemnifying
party or parties from any liability which it or they may have to
the indemnified party otherwise than on account of such indemnity
agreement. In case such notice of any such action shall be so
given, such indemnifying party shall be entitled to participate
at its own expense in the defense, or if it so elects, to assume
(in conjunction with any other indemnifying parties) the defense
of such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall be
defendant or defendants in such action, and such defendant or
defendants shall bear the fees and expenses of any additional
counsel retained by them; but if the indemnifying party shall
elect not to assume the defense of such action, such indemnifying
party will reimburse such indemnified party or parties for the
reasonable fees and expenses of any counsel retained by them;
provided, however, if the defendants in any such action include
both the indemnified party and the indemnifying party and counsel
for the indemnifying party shall have reasonably concluded that
there may be a conflict of interest involved in the
representation by such counsel of both the indemnifying party and
the indemnified party, the indemnified party or parties shall
have the right to select separate counsel, satisfactory to the
indemnifying party, to participate in the defense of such action
on behalf of such indemnified party or parties (it being
understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel
representing the indemnified parties who are parties to such
action).
8. Termination.
-----------
(a) FPL may terminate the engagement of either or both
Dealer Managers hereunder at any time, which termination shall be
effective immediately upon receipt by such Dealer Manager of
written notice thereof.
(b) This Agreement may be terminated by the Dealer Managers
by delivering written notice thereof to FPL at any time 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 NYSE or there shall have been
established by the NYSE or by the decision of any court any
limitation on prices for such trading or any restrictions on the
distribution of securities, or a general banking moratorium
declared by New York or federal authorities, or (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 any such event specified in (i)
or (ii) above on the financial markets of the United States shall
be such as to make it impracticable for the Dealer Managers to
solicit tenders of the Preferred Stock. This agreement may also
be terminated at any time prior to the Closing Date if in the
judgment of the Dealer Managers the subject matter of any
amendment or supplement to the Registration Statement, Prospectus
or Schedule 13E-4 prepared and furnished by FPL reflects a
material adverse change in the business, properties or financial
condition of FPL which renders it inadvisable to proceed with the
solicitation of tenders of the Preferred Stock.
(c) Any termination of this Agreement pursuant to this
Section 8 shall be without liability of any party to any other
party except as otherwise provided in Section 9(c) or Section 7.
9. Compensation.
------------
(a) Dealer Manager Fees. For their services hereunder, FPL
agrees to pay to Goldman, Sachs & Co. a fee of $0.13125 per $25
principal amount of QUIDS, and to Lehman Brothers a fee of
$0.05625 per $25 principal amount of QUIDS for each $25 principal
amount of QUIDS issued in the Exchange Offer. Such fees shall be
payable upon consummation of the Exchange Offer.
(b) Soliciting Dealer Fees. FPL agrees to pay to each
Soliciting Dealer (as such term is defined in the Letter of
Transmittal) a solicitation fee of $0.50 per $25 principal amount
of QUIDS issued in respect of shares of Preferred Stock solicited
by such Soliciting Dealer and accepted in the Exchange Offer in
accordance with the terms and procedures set forth in the Letter
of Transmittal. Such solicitation fees shall be payable upon
consummation of the Exchange Offer by delivery by FPL of the
aggregate amount of such fees to Goldman, Sachs & Co. who will,
upon receipt thereof, promptly disburse the solicitation fees to
the Soliciting Dealers in accordance with records provided to
Goldman, Sachs & Co. by FPL.
(c) Whether or not any shares of Preferred Stock are
tendered pursuant to the Exchange Offer, FPL covenants and agrees
to pay or cause to be paid the following: (i) the fees for the
registration of the QUIDS under the Securities Act and all fees
and expenses payable in connection with securing any required
review by the National Association of Securities Dealers, Inc.
(exclusive of fees and disbursements of Counsel for the Dealer
Managers incurred with respect thereto, which shall be paid in
accordance with clause (iii) below), (ii) the fees, disbursements
and expenses of FPL's counsel and accountants in connection with
the preparation and filing of the Registration Statement, any
preliminary prospectus relating to the QUIDS, the Prospectus, the
Schedule 13E-4 and the other Offer Materials and any amendments
or supplements to any of the foregoing, and the cost of
furnishing copies thereof to the Dealer Managers, the Exchange
Agent, the Information Agent and the holders of the shares of
Preferred Stock, (iii) reasonable expenses of the Dealer Managers
and the fees and disbursements of Counsel for the Dealer
Managers, which such fees and disbursements shall in no case
exceed $68,000 (exclusive of fees and disbursements of Counsel
for the Dealer Managers incurred in connection with the
preparation of any Blue Sky survey in respect of the QUIDS, which
fees and disburements to be paid by FPL shall not exceed $5,000),
(iv) the fees and expenses of the Exchange Agent and any agent of
the Exchange Agent and the fees and disbursements of counsel for
the Exchange Agent and any Information Agent appointed in
connection with the Exchange Offer, (v) the listing fees incident
to the listing of the QUIDS on the NYSE, (vi) all costs and
expenses incurred in the preparation, printing, mailing and
publishing of the Prospectus, the Registration Statement, the
Schedule 13E-4, the other Offer Materials, this Agreement and all
other documents relating to the Exchange Offer and any amendments
or supplements thereto, (vii) all fees payable to securities
dealers (including the Dealer Managers), commercial banks, trust
companies and nominees as reimbursement of their customary
mailing and handling expenses incurred in forwarding the Offering
Materials to their customers, all fees and expenses of any
forwarding agent, all advertising charges and any applicable
transfer taxes payable by FPL in connection with the Exchange
Offer, (viii) the preparation, printing and distribution of this
Agreement, the Indenture, the QUIDS and any Blue Sky survey in
respect thereof, (ix) the delivery of the QUIDS to be issued
pursuant to the Exchange Offer, and (x) the fees and expenses of
the Trustee.
10. Counterparts. This Agreement may be executed in two or
------------
more counterparts, each of which shall be deemed an original.
11. Survival of Certain Provisions. The representations,
------------------------------
warranties and indemnification contained in this Agreement shall
continue in effect after completion of the Exchange Offer and
shall be effective even if FPL withdraws, abandons, or terminates
the Exchange Offer.
12. Miscellaneous. This Agreement shall be deemed made in
-------------
New York, and shall be governed by the laws of the State of New
York without regard to the rules relating to conflicts of laws
thereunder. This Agreement has been and is made solely for the
benefit of FPL, the Dealer Managers and the other indemnified
parties referred to in Section 7, and their respective
successors, heirs, personal representatives and assigns, and no
other person shall acquire or have any right under or by virtue
of this Agreement.
13. Notice. All communications hereunder shall be in
------
writing or by telegram and, if to the Dealer Managers, shall be
mailed or delivered to them at their respective addresses set
forth on the first page of this Agreement, or if to FPL, shall be
mailed or delivered to it at 700 Universe Boulevard, Juno Beach,
Florida 33408, Attention: Treasurer.
Very truly yours,
Florida Power & Light Company
Accepted and agreed to as of the date of
this letter:
Goldman, Sachs & Co. Lehman Brothers
Exhibit 4(n)
LETTER OF TRANSMITTAL
To Accompany Shares of
$2.00 No Par Preferred Stock, Series A
(Involuntary Liquidation Value $25 Per Share)
of
FLORIDA POWER & LIGHT COMPANY
Tendered Pursuant to the Prospectus
Dated July ___, 1995
________________________________________________________________
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON AUGUST ___, 1995, UNLESS THE EXCHANGE OFFER IS EXTENDED.
________________________________________________________________
The Exchange Agent is:
The Chase Manhattan Bank (National Association)
BY HAND:
Office Hours: 9:00 a.m. 5:00 p.m.
(New York City Time)
1 Chase Manhattan Plaza (Floor 1-B)
Nassau and Liberty Streets
New York, New York 10081
BY OVERNIGHT COURIER:
c/o Chase Securities Processing Corp.
Ft. Lee Executive Park
1 Executive Drive (6th Floor)
Ft. Lee, New Jersey 07024
BY MAIL:
Box 3032
4 Chase MetroTech Center
Brooklyn, New York 11245
Facsimile Transmission
(201) 592-4372
(For Eligible Institutions Only)
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 592-4370
Shareholder Inquiries:
(800) 355-2663 (Toll Free)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
List below the shares of Preferred Stock to which this
Letter of Transmittal relates. If the space below is inadequate,
the number of shares of $2.00 Preferred Stock tendered should be
listed on a separate signed schedule attached hereto.
_________________________________________________________________
DESCRIPTION OF SHARES TENDERED
_________________________________________________________________
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as name(s) appear(s)
on certificate(s))
_________________________________________________________________
_________________________________________________________________
Shares Tendered
(Attach additional signed list if necessary)
_________________________________________________________________
Certificate Total Number of Number of
Number(s)* Shares Represented Shares
by Certificate(s)* Tendered**
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Total Shares
_________________________________________________________________
* Need not be completed by shareholders tendering by book-
entry transfer.
** Unless otherwise indicated, it will be assumed that all
Shares represented by any certificates delivered to the
Exchange Agent are being tendered. See instruction 4.
The undersigned acknowledges receipt of the Prospectus dated
July ___, 1995 (the "Prospectus") of Florida Power & Light
Company (the "Company") which, together with this Letter of
Transmittal (the "Letter of Transmittal"), describes the
Company's offer (the "Exchange Offer") to exchange its _____%
Quarterly Income Debt Securities (Subordinated Deferrable
Interest Debentures, Due _____) (the "QUIDS") for its 5,000,000
outstanding shares of $2.00 No Par Preferred Stock, Series A
(Involuntary Liquidation Value $25 Per Share) (the "$2.00
Preferred Stock"). Exchanges will be effected on the basis of
$25 principal amount of QUIDS for each share of $2.00 Preferred
Stock validly tendered and accepted for exchange in the Exchange
Offer.
The undersigned has checked the appropriate boxes below and
signed this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE
PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW
The Information Agent is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect:
(212) 440-9800
All others call toll-free:
(800) 223-2064
DO NOT SEND ANY CERTIFICATES TO GOLDMAN, SACHS & CO., LEHMAN
BROTHERS, GEORGESON & COMPANY INC. OR TO FLORIDA POWER & LIGHT
COMPANY.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of Shares (as defined
below) is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC"), Midwest
Securities Trust Company ("MSTC") or Philadelphia Depository
Trust Company ("PDTC") (hereinafter collectively referred to as
the "Book-Entry Transfer Facilities") pursuant to the procedures
set forth under "The Exchange Offer Procedures for Tendering" in
the Prospectus.
If delivery of the Shares is to be made by book-entry
transfer to an account maintained by the Exchange Agent at a
Book-Entry Transfer Facility, an Agent's Message must be received
and tenders of Shares must be effected in accordance with such
Book-Entry Transfer Facility's Automated Tender Offer Program or
other similar procedures ("ATOP") set forth in the Prospectus
under the caption "The Exchange Offer - Procedures for Tendering -
Book Entry Transfer".
The term "Agent's Message" means a message, transmitted by a
Book-Entry Transfer Facility and received by the Exchange Agent
and forming a part of a Book-Entry Confirmation (as defined in
the Prospectus) which states that such Book-Entry Transfer
Facility's has received an express acknowledgment from a
participant tendering Shares that are the subject of such Book-
Entry Confirmation, that such participant has received and agrees
to be bound by the terms of this Letter of Transmittal, and that
FPL may enforce the terms of this Letter of Transmittal against
such participant.
Unless the context requires otherwise, the term "Holder" (a)
with respect to the $2.00 Preferred Stock, means (i) any person
in whose name $2.00 Preferred Stock is registered on the books of
The First National Bank of Boston or (ii) any other person who
has obtained a properly completed stock power from the registered
Holder or (iii) any person whose beneficially-owned shares of
$2.00 Preferred Stock are held of record by a Book-Entry Transfer
Facility who desires to deliver such $2.00 Preferred Stock by
book-entry transfer at a Book-Entry Transfer Facility, and (b)
with respect to any other security, means the person in whose
name such security is registered on the books of the security
registrar with respect thereto.
Holders who cannot deliver their Shares and all other
documents required hereby to the Exchange Agent by the Expiration
Date (as defined in the Prospectus) must tender their Shares
pursuant to the guaranteed delivery procedure set forth under
"The Exchange Offer Procedures for Tendering" in the
Prospectus. See Instruction 2. Delivery of documents to the
Company or to a Book-Entry Transfer Facility does not constitute
a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT ONE OF THE
BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ___________________________________
Check applicable box: [ ] DTC [ ] MSTC [ ] PDTC
Account No.______________________________________________________
Transaction Code No. ____________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s) _____________________________
Date of execution of Notice of Guaranteed Delivery ______________
Name of institution that guaranteed delivery ____________________
If delivery is by book entry transfer:
Name of tendering institution __________________________________
Account no. ___________ at [ ] DTC [ ] MSTC [ ] PDTC
Transaction code no. ____________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, the
above-described shares of $2.00 Preferred Stock (the "Shares")
pursuant to the Company's offer to exchange QUIDS for its
5,000,000 outstanding shares of $2.00 Preferred Stock, on the
basis of $25 principal amount of QUIDS for each share of $2.00
Preferred Stock, upon the terms and subject to the conditions of
the Exchange Offer, as described in the Prospectus, dated July
__, 1995, receipt of which is hereby acknowledged, and in this
Letter of Transmittal.
Subject to, and effective upon, acceptance for exchange by
the Company of the Shares tendered herewith and the issuance of
the QUIDS in exchange therefor, and in accordance with the terms
and subject to the conditions of the Exchange Offer (including,
if the Exchange Offer is extended or amended, the terms and
conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to all the Shares
that are being tendered hereby (and any and all other Shares or
other securities issued or issuable in respect thereof on or
after August __, 1995 (collectively, "Distributions")) and
constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact of the undersigned with respect to
such Shares and all Distributions, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares and all Distributions, or transfer ownership of such
Shares and all Distributions on the account books maintained by
any of the Book-Entry Transfer Facilities, together, in any such
case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, (b) present
such Shares and all Distributions for registration and transfer
on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions, all in accordance with the terms of
the Exchange Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and all Distributions and
that, when and to the extent the same are accepted for exchange
by the Company, the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements
or other obligations relating to the sale or transfer thereof,
and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company
to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby and all Distributions.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Tenders of Shares pursuant to any one of the procedures
described under "The Exchange Offer Procedures for Tendering" in
the Prospectus and in the instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the
Exchange Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the
Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) the tender of such Shares complies with Rule
14e-4. The Company's acceptance for exchange of Shares tendered
pursuant to the Exchange Offer will constitute a binding
agreement between the undersigned and the Company upon the terms
and subject to the conditions of the Exchange Offer.
Under certain circumstances set forth in the Exchange Offer,
the Company may terminate or amend the Exchange Offer or may not
be required to accept tender of any of the Shares tendered
hereby. In such event, certificate(s) for any Shares not
accepted for tender will be returned to the undersigned.
Unless otherwise indicated under "Special Issuance
Instructions," please register beneficial ownership of the QUIDS
being issued in exchange for the Shares tendered and/or return
any Shares not tendered or not exchanged, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer
Facility designated above). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the
QUIDS in exchange for the Shares tendered and/or any certificates
for Shares not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s). In the event that
both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please register beneficial ownership
of the QUIDS being issued, and deliver any cash payment in
exchange for the Shares tendered and/or return any Shares not
tendered or not exchanged in the name(s) of, and mail said QUIDS
and/or any certificates to, the person(s) so indicated. The
Company has no obligation, pursuant to the "Special Issuance
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if the Company does not accept for
exchange any of the Shares so tendered.
_______________
[ ] IF ANY OF THE CERTIFICATES REPRESENTING THE SHARES THAT YOU
OWN HAVE BEEN LOST OR DESTROYED, CHECK THIS BOX AND SEE
INSTRUCTION 12. PLEASE FILL OUT THE REMAINDER OF THIS LETTER OF
TRANSMITTAL AND INDICATE HERE THE NUMBER OF SHARES REPRESENTED BY
THE LOST OR STOLEN CERTIFICATES. ___________ (NUMBER OF SHARES)
_________________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 5, 6 and 7)
_________________________________________________________________
To be completed ONLY if beneficial ownership of the QUIDS
issuable upon exchange of Shares tendered and/or certificates for
Shares not tendered or not exchanged are to be issued in the name
of someone other than the undersigned.
Issue [ ] beneficial ownership of QUIDS and/or [ ] certificate(s)
to:
Name ____________________________________________________________
_________________________________________________________________
(Please print)
Address _________________________________________________________
_________________________________________________________________
(Include Zip Code)
_________________________________________________________________
(Taxpayer Identification or Social Security No.)
_________________________________________________________________
_________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5,6 and 7)
_________________________________________________________________
To be completed ONLY if the QUIDS and the Payment in Lieu of
Accumulated Dividends issuable upon exchange of Shares tendered
and/or certificates for Shares not tendered or not exchanged are
to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the
undersigned's signature(s).
Mail [ ] QUIDS and the Payment in Lieu of Accumulated Dividends
and/or [ ] certificate(s) to:
Name ____________________________________________________________
_________________________________________________________________
(Please print)
Address _________________________________________________________
_________________________________________________________________
(Include Zip Code)
_________________________________________________________________
_________________________________________________________________
NOTICE OF SOLICITED TENDERS
(see Instruction 10)
The Company will pay to any Soliciting Dealer, as defined in
Instruction 10, a solicitation fee of $0.50 per $25 principal
amount of QUIDS issued in respect of Shares solicited by it and
accepted in the Exchange Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: ___________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant: ______________
Identification Number (if known): _______________________________
Address: ________________________________________________________
(Include Zip Code)
THE FOLLOWING TO BE COMPLETED ONLY IF CUSTOMER'S SHARES HELD
IN NOMINEE NAME ARE TENDERED.
Name of Beneficial Owner Number of Shares Tendered
(Attach additional list if necessary)
_______________________ _________________________
_______________________ _________________________
_______________________ _________________________
The acceptance of compensation by such Soliciting Dealer
will constitute a representation by it that: (i) it has complied
with the applicable requirements of the Securities Exchange Act
of 1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Exchange Offer; (iii) in soliciting
tenders of Shares, it has used no soliciting materials other than
those furnished by the Company; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National
Association of Securities Dealers, Inc. (the "NASD"), it has
agreed to conform to the NASD's Rules of Fair Practice in making
solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on the return of a Notice of Solicited Tenders to the
Exchange Agent.
_________________________________________________________________
_________________________________________________________________
TENDERING HOLDER(S) SIGN HERE
(See Instructions 5, 6 and 8)
(Please complete Substitute Form W-9 below)
>________________________________________________________________
Signature(s) of Holder(s)
>________________________________________________________________
Dated ____________, 1995
Name(s) ________________________________________________________
(Please Print)
_________________________________________________________________
Capacity (full title) __________________________________________
Address ________________________________________________________
(Include Zip Code)
________________________________________________________
Area Code and Telephone No. _____________________________________
Taxpayer Identification No. ____________________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
(If Required)
Name of Firm ____________________________________________________
Authorized Signature ____________________________________________
Dated ___________, 1995
_________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be
guaranteed by a firm that is a member of a registered national
securities exchange or the National Association of Securities
Dealers, Inc., (the "NASD") or by a commercial bank or trust
company having an office or correspondent in the United States
which is a participant in an approved Signature Guarantee
Medallion Program (an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter
of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include
any participant in one of the Book Entry Transfer Facilities
whose name appears on a security position listing as the owner of
Shares) tendered herewith and such holder(s) have not completed
the box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" on this Letter of
Transmittal or (b) if such Shares are tendered for the account of
an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This
Letter of Transmittal is to be used either if certificates are to
be forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"The Exchange Offer Procedures for Tendering" in the Prospectus.
Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Exchange Agent's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal
must be received by the Exchange Agent at one of its addresses
set forth on the front page of this Letter of Transmittal on or
prior to the Expiration Date (as defined in the Prospectus).
Shareholders who cannot deliver their Shares and all other
required documents to the Exchange Agent on or prior to the
Expiration Date must tender their Shares pursuant to the
guaranteed delivery procedure set forth under "The Exchange
Offer Procedures for Tendering" in the Prospectus. Pursuant to
such procedure: (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed
Notice of Guaranteed Delivery in the form provided by the Company
(with any required signature guarantees) must be received by the
Exchange Agent on or prior to the Expiration Date and (c) the
certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Exchange Agent's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal
must be received by the Exchange Agent within ___ New York Stock
Exchange, Inc. trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided under "The
Exchange Offer Procedures or Tendering" in the Prospectus.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDERS. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "The Exchange Offer Terms of the Exchange Offer"
in the Prospectus. By executing this Letter of Transmittal (or
facsimile thereof), the tendering Holder waives any right to
receive any notice of the acceptance for exchange of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all the Shares
represented by any certificate delivered to the Exchange Agent
are to be tendered, fill in the number of Shares that are to be
tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in
the "Special Issuance Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as
practicable following the expiration or termination of the
Exchange Offer (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to an account maintained
at a Book-Entry Transfer Facility). All Shares represented by
certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by
two or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in
different names on different certificates, it will be necessary
to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless
beneficial ownership of QUIDS issued in exchange for such Shares
is to be registered in the name of, or Shares not tendered or not
exchanged are to be registered in the name of, any person other
than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction
1.
If this Letter of Transmittal or any certificate or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the
Company of the authority of such person so to act must be
submitted.
6. STOCK TRANSFER TAXES. The Company will pay or cause to
be paid any stock transfer taxes with respect to the exchange and
transfer of any Shares to it or its order pursuant to the
Exchange Offer. If, however, beneficial ownership of QUIDS
issued in exchange for Shares tendered is to be registered in the
name of, or Shares not tendered or not exchanged are to be
registered in the name of, any person other than the registered
holder(s), or if tendered Shares are registered in the name of
any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will
be charged directly to the registered holder unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is
submitted. See "Fees and Expenses; Transfer Taxes" in the
Prospectus. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL
NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES
REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If
beneficial ownership of the QUIDS issuable upon exchange of
Shares is to be registered in the name of, and/or any Shares not
tendered or not exchanged are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the
QUIDS issuable upon exchange of Shares and/or any certificates
for Shares not tendered or not exchanged are to be mailed to
someone other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above in the
box captioned "Description of Shares Tendered," then the boxes
captioned "Special Issuance Instructions" and/or "Special
Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer
will have any Shares not accepted for exchange returned by
crediting the account maintained by such shareholder at the
Book-Entry Transfer Facility from which such transfer was made.
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering
shareholder is required to provide the Exchange Agent with either
a correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9, which is provided under "Important Tax Information"
below, or a properly completed Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject
the tendering shareholder to 31% federal income tax backup
withholding on payments with respect to the QUIDS. The box in
Part 2 of Substitute Form W-9 may be checked if the tendering
shareholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Exchange Agent is not
provided with a TIN by the time of exchange, the Exchange Agent
will withhold 31% on all payments thereafter until a TIN is
provided to the Exchange Agent.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any
questions or requests for assistance may be directed to the
Information Agent or the Dealer Managers at their respective
telephone numbers and addresses listed below. Requests for
additional copies of the Prospectus, this Letter of Transmittal
or other tender offer materials may be directed to the
Information Agent or the Dealer Managers and such copies will be
furnished promptly at the Company's expense. Shareholders may
also contact their local broker, dealer, commercial bank or trust
company for assistance concerning the Exchange Offer.
10. SOLICITED TENDERS. The Company will pay a solicitation
fee of $0.50 per $25 principal amount of QUIDS issued in respect
of Shares tendered and accepted for exchange pursuant to the
Exchange Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Notice of Solicited Tenders,"
as having solicited and obtained the tender, the name of (i) any
broker or dealer in securities, including the Dealer Managers in
their capacity as dealers or brokers, which is a member of any
national securities exchange or of the NASD, (ii) any foreign
broker or dealer not eligible for membership in the NASD which
agrees to conform to the NASD's Rules of Fair Practice in
soliciting tenders outside the United States to the same extent
as though it were an NASD member, or (iii) any bank or trust
company (each of which is referred to herein as a "Soliciting
Dealer"). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by a holder unless the
Letter of Transmittal accompanying such tender designates such
Soliciting Dealer or, in the case of guaranteed delivery, a
Notice of Solicited Tenders, properly completed and duly executed
by such Soliciting Dealer, is received by the Exchange Agent
within the time specified in the Prospectus. No such fee shall
be payable to a Soliciting Dealer if such Soliciting Dealer is
required for any reason to transfer the amount of such fee to a
depositing Holder (other than itself). No such fee shall be
payable to a Soliciting Dealer with respect to shares of $2.00
Preferred Stock tendered for such Soliciting Dealer's own
account. No broker, dealer, bank, trust company or fiduciary
shall be deemed to be the agent of the Company, the Exchange
Agent, the Information Agent or the Dealer Managers for purposes
of the Exchange Offer except that in any jurisdiction where the
securities, blue sky, or other laws require the Exchange Offer to
be made by or through a licensed broker or dealer, the Exchange
Offer is being made on behalf of the Company by the Dealer
Manager or one or more registered brokers or dealers licensed
under the law of such jurisdiction.
11. IRREGULARITIES. All questions as to the form of
documents and the validity, eligibility (including time of
receipt) and acceptance of any tender of Shares will be
determined by the Company, in its sole discretion, and its
determination shall be final and binding. The Company reserves
the absolute right to reject any and all tenders of Shares that
it determines are not in proper form or the acceptance for
exchange of or exchange for Shares that may, in the opinion of
the Company's counsel, be unlawful. The Company also reserves
the absolute right to waive any of the conditions to the Exchange
Offer or any defect or irregularity in any tender of Shares and
the Company's interpretation of the terms and conditions of the
Exchange Offer (including these instructions) shall be final and
binding. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Dealer
Managers, the Exchange Agent, the Information Agent or any other
person shall be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any
liability for failure to give any such notice. Tenders will not
be deemed to have been made until all defects and irregularities
have been cured or waived by the Company.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any
certificate representing Shares has been lost, destroyed or
stolen, the Holder should promptly notify the Exchange Agent.
The Holder will then be instructed as to the steps that must be
taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the
procedures for replacing a lost or destroyed certificate have
been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF) TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT, ON OR PRIOR TO THE EXPIRATION
DATE (AS DEFINED IN THE PROSPECTUS).
IMPORTANT TAX INFORMATION
IMPORTANT REPORTING AND BACKUP WITHHOLDING
In general, payments to a U.S. Holder of principal and
interest with respect to the QUIDS, and payments to a U.S. Holder
of the proceeds of the sale of the QUIDS, will be subject to U.S.
information reporting requirements. Subject to certain
exceptions, such payments will be subject to U.S. backup
withholding at a rate of 31% unless the U.S. Holder provides a
taxpayer identification number ("TIN"). The TIN is the Holder's
social security number in the case of an individual and the
employer identification number in the case of corporations and
other entities. If the Shares are in more than one name or are
not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance.
In general, payments to a non-U.S. Holder of principal and
interest with respect to the QUIDS, and the proceeds of the sale
of the QUIDS, will be subject to U.S. information reporting
requirements and U.S. backup withholding tax at a rate of 31%,
unless the non-U.S. Holder certifies its non-U.S. status under
penalties of perjury or otherwise establishes an exemption.
Backup withholding is not an additional tax. Rather, the
federal income tax liability of persons subject to backup
withholding will be reduced by the amount of the tax withheld.
If withholding results in an overpayment of taxes, a refund may
be obtained.
METHOD OF PROVIDING TIN AND CERTIFYING NON-U.S. STATUS
A U.S. shareholder must notify the Exchange Agent of his or
her correct TIN by completing the Substitute Form W-9 attached
hereto, certifying that: (i) the TIN provided on the Substitute
Form W-9 is correct; (ii) the shareholder is not subject to
backup withholding because either (A) such shareholder has not
been notified by the Internal Revenue Service ("IRS") that backup
withholding applies, or (B) the IRS has notified the shareholder
that he or she is no longer subject to backup withholding; and
(iii) all other information provided on the Substitute W-9 is
correct.
A non-U.S. shareholder must certify as to its non-U.S.
status by submitting to the Exchange Agent a properly completed
Form W-8. A Form W-8 may be obtained from the Exchange Agent.
If the Exchange Agent is not provided with the correct TIN
or properly completed FormW-8, the shareholder may be subject to
a $50 penalty imposed by the IRS.
_________________________________________________________________
Payer's Name:
_________________________________________________________________
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Identification Number (TIN) and
Certification
_________________________________________________________________
PART 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW
_________________________________________________________________
Social Security Number OR Employee Identification Number
TIN _____________________
_________________________________________________________________
Name (Please Print) _____________________________________________
Address _________________________________________________________
City __________ State ____ Zip Code___________
_________________________________________________________________
PART 2
Awaiting TIN [ ]
_________________________________________________________________
PART 3 - CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me
but I have mailed or delivered an application to receive a
TIN or intend to so in the near future).
(2) I am not subject to backup withholding either because I have
not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends or the IRS
has notified me that I am no longer subject to backup
withholding, and
(3) all other information provided on this form is true, correct
and complete.
_________________________________________________________________
SIGNATURE ____________________________ DATE: ____________________
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE
SUBSTITUTE FORM W-9.
_________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments made to me
will be withheld until I provide a number.
Signature _________________________________ Date __________, 1995
_________________________________________________________________
The Information Agent is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect:
(212) 440-9800
All others call toll-free:
(800) 223-2064
The Dealer Managers are:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(800) 838-3182 (Toll Free)
Lehman Brothers
3 World Financial Center
New York, New York 10285
(800) 438-3242 (Toll Free)
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Florida
Power & Light Company's ("FPL") Pre-Effective Amendment No. 1
to Registration Statement No. 33-59429 on Form S-4 of our
report dated February 10, 1995, appearing in FPL's Annual
Report on Form 10-K for the year ended December 31, 1994, and
to the reference to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Miami, Florida
June 27, 1995
