FLORIDA POWER & LIGHT CO
8-K, 2000-08-04
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

                           ---------------------------



         Date of Report (Date of earliest event reported): July 30, 2000


                           FLORIDA POWER & LIGHT COMPANY
             (Exact name of registrant as specified in its charter)


                           ---------------------------



          Florida                      1-8841                59-2449419
(State or other jurisdiction    (Commission File Number)  (I.R.S. Employer
     of incorporation)                                   Identification Number)

                           ---------------------------


                             700 Universe Boulevard
                            Juno Beach, Florida 33408
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (561) 694-4000

                                       N/A

          (Former name or former address, if changed since last report)


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                                                                               2

Item 5.  Other Events.

          On July 30,  2000,  FPL  Group,  Inc.  (the  "Company"),  Entergy
Corporation  ("Entergy"),  WCB Holding Corp.  ("WCB"),  Ranger  Acquisition
Corp.  ("Merger Sub A") and Ring Acquisition Corp. ("Merger Sub B") entered
into an Agreement and Plan of Merger (the "Merger Agreement").

          Attached as  Exhibits  and  incorporated  by  reference  in their
entirety as Exhibits  2.1 and 99.1  respectively,  are copies of the Merger
Agreement and a joint press  release of the Company and Entergy  announcing
the execution of the Merger Agreement.

          In connection  with the Merger  Agreement,  the Company and Fleet
National Bank (f/k/a The First National Bank of Boston), a national banking
association (the "Rights  Agent"),  entered into an Amendment to the Rights
Agreement dated as of July 30, 2000 (the "Amendment"),  amending the Rights
Agreement (the "Rights  Agreement")  dated as of July 1, 1996,  between the
Company and the Rights  Agent in order to,  among other  things,  amend the
Rights  Agreement  to provide that none of Entergy,  WCB,  Merger Sub A and
Merger Sub B, or any of their respective  Affiliates or Associates (each as
defined in the  Rights  Agreement),  will  become an  Acquiring  Person (as
defined in the Rights Agreement) as a result of (i) the adoption, approval,
execution  or delivery of the Merger  Agreement  dated as of July 30, 2000,
among the Company,  Entergy,  WCB,  Merger Sub A and Merger Sub B; (ii) the
public  announcement of such adoption,  approval,  execution or delivery or
(iii) the consummation of the transactions contemplated or permitted by the
terms of the Merger Agreement.

          The  foregoing  description  of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which was attached
as Exhibit 2 to the Form 8-A/A filed by the Company on July 31, 2000 and is
incorporated  herein by reference,  and to the Rights  Agreement  which was
attached as Exhibit 4 to the Form 8-K filed by the Company on June 18, 1996
and is incorporated herein by reference.

          Attached as  Exhibits  and  incorporated  by  reference  in their
entirety  as  Exhibits  10.1  and  10.2  respectively,  are  copies  of the
Employment  Agreements  between WCB and each of James L.  Broadhead  and J.
Wayne Leonard.

          The Company  and its  directors  and  executive  officers  may be
deemed to be participants in the  solicitation of proxies from the security
holders of the  Company in favor of the  transactions  contemplated  by the
Merger  Agreement.  The  directors  and  executive  officers of the Company
include the following:  H.J.  Arnelle,  S.S.  Barrat,  R.M. Beall, II, J.L.
Broadhead,  J.H. Brown, A.M. Codina,  D.P. Coyle, M.M. Criser,
W.D. Dover, A.W.  Dreyfoos,  Jr., P.J. Evanson,  L. Hay, III, L. J. Kelleher,
D. Lewis, F.V. Malek, A. J. Olivera, T.F. Plunkett,  A. Rodriguez and
P.R. Tregurtha.  Collectively,  as of March 31, 2000, the directors
and executive  officers of the Company may be deemed to
beneficially  own less than 1% of the  outstanding  shares  of the  Company
common  stock.  Security  holders  of the  Company  may  obtain  additional
information  regarding  the interests of such  participants  by reading the
joint proxy statement/prospectus  relating to the transactions contemplated
by the Merger Agreement when it becomes available.

Item 7.  Exhibits.

          2.1  Agreement  and Plan of  Merger  dated  as of July 30,  2000,
               among FPL Group,  Inc.,  Entergy  Corporation,  WCB  Holding
               Corp., Ranger Acquisition Corp. and Ring Acquisition Corp.

          4.1  Rights  Agreement  dated  as of July 1,  1996,  between  FPL
               Group,  Inc. and The First  National Bank of Boston,  as the
               Rights  Agent  (filed  as  Exhibit  4 to the Form 8-K of the
               Company  (File  No.  1-8841)  filed  on June  18,  1996  and
               incorporated by reference herein).

          4.2  Amendment to the Rights Agreement dated as of July 30, 2000,
               between  FPL  Group,  Inc.  and Fleet National Bank (f/k/a
               The First  National  Bank of Boston),  as the Rights Agent
               (filed as Exhibit 2 to the Form 8-A/A filed by the Company
               on July 31, 2000 and incorporated by reference herein).

         10.1  Employment  Agreement dated as of July 30, 2000, between WCB
               Holding Corp. and James L. Broadhead.

         10.2  Employment  Agreement dated as of July 30, 2000, between WCB
               Holding Corp. and J. Wayne Leonard.

         99.1  Joint  Press  release  dated July 31,  2000  announcing  the
               execution of the Merger Agreement.


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                                                                          3

                                 SIGNATURES

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

                                   FLORIDA POWER & LIGHT COMPANY


Date:  August 3, 2000              By /s/ Dennis P. Coyle
                                   ----------------------------------------
                                   Name:  Dennis P. Coyle
                                   Title: General Counsel and Secretary


<PAGE>


                                                                          4

                               EXHIBIT INDEX

Exhibit        Description
-------        -----------


   2.1         Agreement  and Plan of  Merger  dated  as of July 30,  2000,
               among FPL Group,  Inc.,  Entergy  Corporation,  WCB  Holding
               Corp., Ranger Acquisition Corp. and Ring Acquisition Corp.

   4.1         Rights  Agreement  dated  as of July 1,  1996,  between  FPL
               Group,  Inc. and The First  National Bank of Boston,  as the
               Rights  Agent  (filed  as  Exhibit  4 to the Form 8-K of the
               Company  (File  No.  1-8841)  filed  on June  18,  1996  and
               incorporated by reference herein).

   4.2         Amendment to the Rights Agreement dated as of July 30, 2000,
               between FPL Group,  Inc. and Fleet  National Bank (f/k/a The
               First  National Bank of Boston),  as the Rights Agent (filed
               as Exhibit 2 to the Form 8-A/A  filed by the Company on July
               31, 2000 and incorporated by reference herein).

  10.1         Employment  Agreement dated as of July 30, 2000, between WCB
               Holding Corp. and James L. Broadhead.

  10.2         Employment  Agreement dated as of July 30, 2000, between WCB
               Holding Corp. and J. Wayne Leonard.

  99.1         Joint  Press  release  dated July 31,  2000  announcing  the
               execution of the Merger Agreement.




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