PROSPECTUS SUPPLEMENT FILING UNDER RULE 424(B)(5)
(TO PROSPECTUS DATED AUGUST 11, 2000) REGISTRATION NO. 333-53053
AND 333-84005
[FPL LOGO] $500,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS,
6 7/8% SERIES DUE DECEMBER 1, 2005
---------------------
Florida Power & Light Company will pay interest on these securities on June
1 and December 1 of each year, commencing June 1, 2001. Florida Power & Light
Company may redeem some or all of these securities at any time before their
maturity date at the redemption prices discussed under the caption "Certain
Terms of the Offered Bonds - Redemption" beginning on page S-5 of this
prospectus supplement.
Florida Power & Light Company does not plan to list these securities on any
securities exchange. These securities are secured by the lien of Florida Power &
Light Company's mortgage and rank equally with all of Florida Power & Light
Company's first mortgage bonds. The lien of the mortgage is discussed under
"Description of the Bonds - Security" on page 5 of the accompanying prospectus.
Florida Power & Light Company's principal executive offices are located at
700 Universe Boulevard, Juno Beach, Florida 33408, telephone (561) 694-4000, and
its mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement and the accompanying prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
---------------------
<TABLE>
<CAPTION>
PER FIRST MORTGAGE BOND TOTAL
----------------------- -----
<S> <C> <C>
Price to Public 99.598% $497,990,000
Underwriting Discount 0.600% $ 3,000,000
Proceeds to Florida Power & Light Company (before expenses) 98.998% $494,990,000
</TABLE>
In addition to the Price to Public set forth above, each purchaser will pay
an amount equal to the interest accrued on these securities from the date that
these securities are originally issued to the date that they are delivered to
that purchaser. Florida Power & Light Company currently expects to issue these
securities to the underwriters in book-entry form only through the facilities of
The Depository Trust Company, on or about December 5, 2000.
---------------------
The following underwriters have agreed to purchase these securities on a
firm commitment basis.
SALOMON SMITH BARNEY
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
FIRST UNION SECURITIES, INC.
MERRILL LYNCH & CO.
November 29, 2000
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS SUPPLEMENT OR IN THE ACCOMPANYING PROSPECTUS.
FLORIDA POWER & LIGHT COMPANY ("FPL") HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. FPL IS NOT MAKING AN OFFER OF THE OFFERED BONDS
IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR IN THE ACCOMPANYING PROSPECTUS
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
---------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995................................................. S-3
Use of Proceeds...................................................... S-4
Ratio of Earnings to Fixed Charges................................... S-4
Certain Terms of the Offered Bonds................................... S-4
Underwriting......................................................... S-8
Experts.............................................................. S-9
PROSPECTUS
Where You Can Find More Information.................................. 2
Incorporation by Reference........................................... 2
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995................................................. 2
FPL.................................................................. 4
Use of Proceeds...................................................... 4
Ratio of Earnings to Fixed Charges................................... 4
Description of the Bonds............................................. 4
Plan of Distribution................................................. 9
Experts.............................................................. 10
Legal Opinions....................................................... 10
S-2
<PAGE>
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The information in this section replaces in its entirety the information in
the "Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995" section beginning on page 2 of the accompanying prospectus.
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, FPL is hereby filing cautionary statements
identifying important factors that could cause FPL's actual results to differ
materially from those projected in forward-looking statements (as that term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of FPL that are made in this prospectus supplement and in the
accompanying prospectus, in presentations, in response to questions or
otherwise. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result", "are expected to", "will continue", "is anticipated",
"estimated", "projection" or "outlook") are not statements of historical facts
and may be forward-looking. Forward-looking statements involve estimates,
assumptions and uncertainties. Accordingly, any of those statements are
qualified in their entirety by reference to, and are accompanied by, the
following important factors that could cause FPL's actual results to differ
materially from those contained in forward-looking statements made by or on
behalf of FPL.
Any forward-looking statement speaks only as of the date on which that
statement is made, and FPL does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.
Some important factors that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking statements include
changes in laws or regulations, changing governmental policies and regulatory
actions, including those of the Federal Energy Regulatory Commission, the
Florida Public Service Commission, the Public Utility Regulatory Policies Act of
1978, the Public Utility Holding Company Act of 1935, and the Nuclear Regulatory
Commission, with respect to:
(1) allowed rates of return, including return on common equity and equity
ratio limits,
(2) industry and rate structure,
(3) operation of nuclear power facilities,
(4) acquisition, disposal, depreciation and amortization of assets and
facilities,
(5) operation and construction of plant facilities,
(6) recovery of fuel and purchased power costs,
(7) decommissioning costs, and
(8) present or prospective wholesale and retail competition, including
retail wheeling and transmission costs.
The business and profitability of FPL are also influenced by economic and
geographic factors including:
(1) political and economic risks,
(2) changes in and compliance with environmental and safety laws and
policies,
S-3
<PAGE>
(3) weather conditions, including natural disasters such as hurricanes,
(4) population growth rates and demographic patterns,
(5) competition for retail and wholesale customers,
(6) availability, pricing and transportation of fuel and other energy
commodities,
(7) market demand for energy from plants or facilities,
(8) changes in tax rates or policies or in rates of inflation or in
accounting standards,
(9) unanticipated delays or changes in costs for capital projects,
(10) unanticipated changes in operating expenses and capital expenditures,
(11) capital market conditions,
(12) competition for new energy development opportunities, and
(13) legal and administrative proceedings, whether civil, such as
environmental, or criminal, and settlements.
All of these factors are difficult to predict, contain uncertainties which
may materially affect actual results, and are beyond FPL's control.
USE OF PROCEEDS
The information in this section adds to the information in the "Use of
Proceeds" section on page 4 of the accompanying prospectus. Please read these
two sections together.
The First Mortgage Bonds, 6 7/8% Series due December 1, 2005 are referred
to in this prospectus supplement as the "Offered Bonds."
FPL will add the net proceeds from the sale of the Offered Bonds to its
general funds. FPL expects to use its general funds to repay FPL's short-term
borrowings and for other corporate purposes. As of October 31, 2000, FPL had an
aggregate of $423 million of commercial paper outstanding, which had maturities
of up to 35 days and which had annual interest rates ranging from 6.47% to
6.65%. FPL will temporarily invest in short-term instruments any proceeds that
are not immediately required for these purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The information in this section adds to the information in the "Ratio of
Earnings to Fixed Charges" section on page 4 of the accompanying prospectus.
Please read these two sections together. For the fiscal year ended December 31,
1999 and for the nine months ended September 30, 2000, FPL's ratio of earnings
to fixed charges were 6.26 and 7.41, respectively.
CERTAIN TERMS OF THE OFFERED BONDS
The information in this section adds to the information in the "Description
of the Bonds" section beginning on page 4 of the accompanying prospectus. Please
read these two sections together.
S-4
<PAGE>
GENERAL. FPL will issue the Offered Bonds as a new series of First Mortgage
Bonds under the Mortgage (as defined in the accompanying prospectus). The
One-hundreth Supplemental Indenture, dated as of December 1, 2000, supplements
the Mortgage and establishes the specific terms of the Offered Bonds.
INTEREST AND PAYMENT. FPL will pay interest on the Offered Bonds at 6 7/8%
per annum. The Offered Bonds will mature on December 1, 2005. Interest on the
Offered Bonds will accrue from and including the date of original issuance. FPL
will pay interest on the Offered Bonds on June 1 and December 1 of each year
(each an "Interest Payment Date"). The first Interest Payment Date will be June
1, 2001. So long as the Offered Bonds are registered in the name of The
Depository Trust Company ("DTC") or its nominee, the record date for interest
payable on any Interest Payment Date shall be the close of business on the
business day immediately preceding such Interest Payment Date.
FPL will pay interest on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest on the First Mortgage Bonds of all series at the rate of
6% per annum.
ISSUANCE OF ADDITIONAL BONDS. As of December 31, 1999, FPL could issue
under the Mortgage approximately $4.1 billion of additional First Mortgage Bonds
based on unfunded Property Additions (as defined in the accompanying prospectus)
and $4.4 billion of additional First Mortgage Bonds based on retired First
Mortgage Bonds.
DIVIDEND RESTRICTIONS. As of December 31, 1999, no retained earnings were
restricted by provisions of the Mortgage described in the accompanying
prospectus which restrict the amount of retained earnings that FPL can use to
pay cash dividends on its common stock.
REDEMPTION. FPL may redeem any of the Offered Bonds at its option or if and
when required by the Mortgage. FPL may redeem any of the Offered Bonds at any
time or from time to time, on any date prior to their maturity (each a
"Redemption Date"). FPL will give notice of its intent to redeem Offered Bonds
at least 30 days prior to a Redemption Date. If FPL redeems all or any part of
the Offered Bonds, it will pay a redemption price ("Redemption Price") equal to
the sum of (1) 100% of the principal amount of the Offered Bonds being redeemed
plus (2) accrued and unpaid interest thereon, if any, to the Redemption Date
plus (3) any applicable "make-whole premium." The Redemption Price for the
Offered Bonds will never be less than 100% of the principal amount of those
Offered Bonds plus accrued and unpaid interest on those Offered Bonds to the
Redemption Date.
The amount of the make-whole premium with respect to any Offered Bonds to
be redeemed will be equal to the excess, if any, of:
(1) the sum of the present values, calculated as of the Redemption Date,
of:
(a) each interest payment that, but for such redemption, would have
been payable on the Offered Bonds being redeemed on each Interest
Payment Date occurring after the Redemption Date (excluding any
accrued interest for the period prior to the Redemption Date);
and
(b) the principal amount that, but for such redemption, would have
been payable at the final maturity of the Offered Bonds being
redeemed; over
(2) the principal amount of the Offered Bonds being redeemed.
The present values of interest and principal payments referred to in clause
(1) above will be determined in accordance with generally accepted principles of
financial analysis. Such present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield (as defined below) plus 25 basis
points.
S-5
<PAGE>
FPL will appoint an independent investment banking institution of national
standing to calculate the make-whole premium; provided that Salomon Smith Barney
Inc. will make such calculation if (1) FPL fails to make such appointment at
least 30 days prior to the Redemption Date, or (2) the institution so appointed
is unwilling or unable to make such calculation. If Salomon Smith Barney Inc. is
to make such calculation but is unwilling or unable to do so, then the Trustee
(as defined in the accompanying prospectus) will appoint an independent
investment banking institution of national standing to make such calculation. In
any case, the institution making such calculation is referred to in this
prospectus supplement as an "Independent Investment Banker."
For purposes of determining the make-whole premium, "Treasury Yield" means
a rate of interest per annum equal to the weekly average yield to maturity of
United States Treasury Notes that have a constant maturity that corresponds to
the remaining term to maturity of the Offered Bonds to be redeemed, calculated
to the nearest 1/12th of a year (the "Remaining Term"). The Independent
Investment Banker will determine the Treasury Yield as of the third business day
immediately preceding the applicable Redemption Date.
The Independent Investment Banker will determine the weekly average yields
of United States Treasury Notes by reference to the most recent statistical
release published by the Federal Reserve Bank of New York and designated
"H.15(519) Selected Interest Rates" or any successor release (the "H.15
Statistical Release"). If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield will be equal to such
weekly average yield. In all other cases, the Independent Investment Banker will
calculate the Treasury Yield by interpolation, on a straight-line basis, between
the weekly average yields on the United States Treasury Notes that have a
constant maturity closest to and greater than the Remaining Term and the United
States Treasury Notes that have a constant maturity closest to and less than the
Remaining Term (in each case as set forth in the H.15 Statistical Release). The
Independent Investment Banker will round any weekly average yields so calculated
to the nearest 1/100th of 1%, and will round upward for any figure of 1/200th of
1% or above. If weekly average yields for United States Treasury Notes are not
available in the H.15 Statistical Release or otherwise, then the Independent
Investment Banker will select comparable rates and calculate the Treasury Yield
by reference to those rates.
The Mortgage provides that if FPL at any time elects to redeem only a part
of the Offered Bonds, the Trustee will select the particular Offered Bonds to be
redeemed by proration among registered holders or, in some cases, by such other
method that it deems proper as provided in the Mortgage. However, if the Offered
Bonds are solely registered in the name of Cede & Co. and traded through DTC,
then DTC will select the Offered Bonds to be redeemed in accordance with its
practices as described below in "Book-Entry Only Issuance--The Depository Trust
Company."
If at the time notice of redemption is given, the redemption moneys are not
on deposit with the Trustee, then the redemption shall be subject to their
receipt before the Redemption Date and such notice shall be of no effect unless
such moneys are received.
Cash deposited under any provisions of the Mortgage (with certain
exceptions) may be applied to the purchase of First Mortgage Bonds of any
series.
BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY. The Offered Bonds
will trade through DTC. The Offered Bonds will be represented by a global
certificate and registered in the name of Cede & Co., DTC's nominee.
DTC is a New York clearing corporation and a clearing agency registered
under Section 17A of the Securities Exchange Act of 1934. DTC holds securities
for its participants. DTC facilitates settlement of securities transactions
among its participants through electronic computerized book-entry changes in the
participants' accounts. This eliminates the need for physical movement of
securities certificates. The participants include securities brokers and
dealers, banks, trust companies and clearing corporations. DTC is owned by a
number of its participants and by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Others who maintain a custodial relationship with a participant can use the
S-6
<PAGE>
DTC system. The rules that apply to DTC and those using its systems are on file
with the Securities and Exchange Commission.
Purchases of the Offered Bonds within the DTC system must be made through
participants, which will receive a credit for the Offered Bonds on DTC's
records. The beneficial ownership interest of each purchaser will be recorded on
the participants' records. Beneficial owners will not receive written
confirmation from DTC of their purchases, but beneficial owners should receive
written confirmations of the transactions, as well as periodic statements of
their holdings, from the participants through which they purchased Offered
Bonds. Beneficial owners will not receive certificates for their Offered Bonds,
except if use of the book-entry system for the Offered Bonds is discontinued.
To facilitate subsequent transfers, all Offered Bonds deposited by
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of the Offered Bonds with DTC and their registration in the name of
Cede & Co. effects no change in beneficial ownership. DTC has no knowledge of
the actual beneficial owners of the Offered Bonds. DTC's records reflect only
the identity of the participants to whose accounts such Offered Bonds are
credited. These participants may or may not be the beneficial owners.
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to participants, and
by participants to beneficial owners, will be governed by arrangements among
them.
Redemption notices will be sent to Cede & Co. If less than all of the
Offered Bonds are being redeemed, DTC's practice is to determine by lot the
amount of Offered Bonds of each participant to be redeemed.
Neither DTC nor Cede & Co. will itself consent or vote with respect to
Offered Bonds. Under its usual procedures, DTC would mail an omnibus proxy to
FPL as soon as possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those participants to whose
accounts the Offered Bonds are credited on the record date. FPL believes that
these arrangements will enable the beneficial owners to exercise rights
equivalent in substance to the rights that can be directly exercised by a
registered holder of the Offered Bonds.
Payments of redemption proceeds, principal of, and interest on the Offered
Bonds will be made to DTC. DTC's practice is to credit participants' accounts on
the relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payments
on that payment date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices. Payments will be the
responsibility of participants and not of DTC, Bankers Trust Company or FPL.
Payment of redemption proceeds, principal and interest to DTC is the
responsibility of FPL. Disbursement of payments to participants is the
responsibility of DTC, and disbursement of payments to the beneficial owners is
the responsibility of participants.
Except as provided in this prospectus supplement, a beneficial owner will
not be entitled to receive physical delivery of the Offered Bonds. Accordingly,
each beneficial owner must rely on the procedures of DTC to exercise any rights
under the Offered Bonds.
DTC may discontinue providing its services as securities depository with
respect to the Offered Bonds at any time by giving reasonable notice to FPL. In
the event no successor securities depository is obtained, certificates for the
Offered Bonds will be printed and delivered. If FPL decides to discontinue use
of the DTC system of book-entry transfers, certificates for the Offered Bonds
will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that FPL believes to be reliable, but FPL does
not take responsibility for the accuracy of this information.
S-7
<PAGE>
UNDERWRITING
FPL is selling the Offered Bonds to the underwriters named in the table
below pursuant to an underwriting agreement dated the date of this prospectus
supplement. FPL has agreed to sell to each of the underwriters, and each of the
underwriters has severally agreed to purchase, the principal amount of Offered
Bonds set forth opposite that underwriter's name in the table below:
PRINCIPAL AMOUNT
UNDERWRITER OF OFFERED BONDS
----------- ----------------
Salomon Smith Barney Inc..................... $300,000,000
Banc of America Securities LLC............... 50,000,000
Chase Securities Inc......................... 50,000,000
First Union Securities, Inc.................. 50,000,000
Merrill Lynch, Pierce, Fenner & Smith 50,000,000
Incorporated...................... -----------
Total................................. $500,000,000
============
Under the terms and conditions of the underwriting agreement, the
underwriters must buy all of the Offered Bonds if they buy any of them. The
underwriting agreement provides that the obligations of the underwriters
pursuant thereto are subject to certain conditions. In the event of a default by
an underwriter, the underwriting agreement provides that, in certain
circumstances, the purchase commitment of the non-defaulting underwriters may be
increased or the underwriting agreement may be terminated. The underwriters will
sell the Offered Bonds to the public when and if the underwriters buy the
Offered Bonds from FPL.
FPL will compensate the underwriters by selling the Offered Bonds to them
at a price that is less than the price to the public by the amount of the
"Underwriting Discount" set forth in the table below. The underwriters will sell
Offered Bonds to the public at the price to the public set forth on the cover
page of this prospectus supplement and may sell Offered Bonds to certain dealers
at a price that is less than the price to the public by no more than the amount
of the "Initial Dealers' Concession" set forth in the table below. The
underwriters and such dealers may sell Offered Bonds to certain other dealers at
a price that is less than the price to the public by no more than the amount of
the "Reallowed Dealers' Concession" set forth in the table below.
(EXPRESSED AS A PERCENTAGE OF
PRINCIPAL AMOUNT)
----------------------------
Underwriting Discount .................................... 0.600%
Initial Dealers' Concession............................... 0.350%
Reallowed Dealers' Concession............................. 0.250%
An underwriter may reject offers for the Offered Bonds. After the initial
public offering of the Offered Bonds, the underwriters may change the offering
price and other selling terms of the Offered Bonds.
There is no established trading market for the Offered Bonds. The
underwriters have advised FPL that they intend to make a trading market in the
Offered Bonds but are not obligated to do so and may discontinue market-making
at any time without notice. FPL cannot give any assurance as to the maintenance
of the trading market for, or the liquidity of, the Offered Bonds.
S-8
<PAGE>
In connection with the offering, Salomon Smith Barney Inc. on behalf of the
underwriters may purchase and sell the Offered Bonds in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment includes syndicate sales of Offered
Bonds in excess of the principal amount of Offered Bonds to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the Offered Bonds in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of Offered Bonds made for the purpose of preventing or retarding a
decline in the market price of such Offered Bonds while the offering is in
progress.
The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim an initial dealers' concession from a syndicate member
when Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases Offered Bonds originally sold by that
syndicate member.
Any of these activities may cause the price of the Offered Bonds to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be effected in the
over-the-counter market or otherwise and, if commenced, may be discontinued at
any time.
FPL estimates that its expenses in connection with the sale of the Offered
Bonds, other than underwriting discounts, will be $2,400,000. This estimate
includes expenses relating to Florida taxes, printing, rating agency fees,
trustees' fees and legal fees, among other expenses.
FPL has agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
Certain of the underwriters or their affiliates may engage from time to
time in various general financings and banking transactions with FPL and its
affiliates.
EXPERTS
The information in this section adds to the information in the "Experts"
section on page 10 of the accompanying prospectus. Please read these two
sections together.
The audited consolidated financial statements of FPL and its subsidiaries
appearing in FPL's Annual Report on Form 10-K for the year ended December 31,
1999 incorporated herein by reference have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report included in said Annual
Report on Form 10-K, which report is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
S-9
<PAGE>
PROSPECTUS
$500,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
----------------------------------------
Florida Power & Light Company may offer from time to time up to
$500,000,000 of its First Mortgage Bonds.
Florida Power & Light Company will provide specific terms of these First
Mortgage Bonds, including their offering prices, in supplements to this
prospectus. The supplements may also add, update or change information contained
in this prospectus. You should read this prospectus and any supplements
carefully before you invest.
Florida Power & Light Company may offer these First Mortgage Bonds directly
or through underwriters, agents or dealers. The supplements to this prospectus
will describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section beginning on page
9 of this prospectus also provides more information on this topic.
Florida Power & Light Company's principal executive office is located at
700 Universe Boulevard, Juno Beach, Florida 33408, telephone (561) 694-4000, and
its mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.
----------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
August 11, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
FPL files annual, quarterly and other reports and other information with
the SEC. You can read and copy any information filed by FPL with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You can obtain additional information about the Public Reference Room by calling
the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including FPL. FPL also
maintains an Internet site (http://www.fpl.com).
INCORPORATION BY REFERENCE
The SEC allows FPL to "incorporate by reference" the information that FPL
files with the SEC, which means that FPL may disclose important information to
you by referring you to those documents in this prospectus. The information
incorporated by reference is an important part of this prospectus. FPL is
incorporating by reference the documents listed below and any future filings FPL
makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until FPL sells all of these First Mortgage Bonds. Any of
those future filings will update, supersede and replace the information
contained in any documents incorporated by reference in this prospectus at the
time of the future filings.
1. FPL's Annual Report on Form 10-K for the year ended December 31, 1998
(Form 10-K).
2. FPL's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
3. FPL's Current Reports on Form 8-K filed with the SEC on March 17, 1999
and April 16, 1999.
You may request a copy of these documents, at no cost to you, by writing or
calling Robert J. Reger, Jr., Esq., Thelen Reid & Priest LLP, 40 West 57th
Street, New York, New York, 10019, (212) 603-2000.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, FPL is hereby filing cautionary statements
identifying important factors that could cause FPL's actual results to differ
materially from those projected in forward-looking statements (as that term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of FPL that are made in this prospectus or any supplement to this
prospectus, in presentations, in response to questions or otherwise. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as "will likely result", "are
expected to", "will continue", "is anticipated", "estimated", "projection" or
"outlook") are not statements of historical facts and may be forward-looking.
Forward-looking statements involve estimates, assumptions and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements. Accordingly, any of those statements are qualified
in their entirety by reference to, and are accompanied by, the following
important factors that could cause FPL's actual results to differ materially
from those contained in forward-looking statements made by or on behalf of FPL.
Any forward-looking statement speaks only as of the date on which that
statement is made, and FPL does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.
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Some important factors that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking statements include
changing governmental policies and regulatory actions, including those of the
Federal Energy Regulatory Commission, the Florida Public Service Commission and
the Nuclear Regulatory Commission, with respect to:
(1) allowed rates of return, including return on common equity,
(2) industry and rate structure,
(3) operation of nuclear power facilities,
(4) acquisition and disposal of assets and facilities,
(5) operation and construction of plant facilities,
(6) recovery of fuel and purchased power costs,
(7) decommissioning costs, and
(8) present or prospective wholesale and retail competition, including
retail wheeling and transmission costs.
The business and profitability of FPL are also influenced by economic and
geographic factors including:
(1) political and economic risks,
(2) changes in and compliance with environmental and safety laws and
policies,
(3) weather conditions, including natural disasters such as hurricanes,
(4) population growth rates and demographic patterns,
(5) competition for retail and wholesale customers,
(6) pricing and transportation of commodities,
(7) market demand for energy from generating plants or facilities,
(8) changes in tax rates or policies or in rates of inflation,
(9) unanticipated delays or changes in costs for capital projects,
(10) unanticipated changes in operating expenses and capital expenditures,
(11) capital market conditions,
(12) competition for new energy development opportunities,
(13) legal and administrative proceedings, whether civil, such as
environmental, or criminal, and settlements, and
(14) any unanticipated impact of the year 2000 computer problem, including
delays or changes in cost of year 2000 compliance, or the failure of
major suppliers, customers and others with whom FPL Group or FPL Group
Capital does business to resolve their own year 2000 issues on a
timely basis.
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All of these factors are difficult to predict, contain uncertainties which
may materially affect actual results, and are beyond FPL's control.
FPL
FPL was incorporated under the laws of Florida in 1925 and is engaged in
the generation, transmission, distribution and sale of electric energy. FPL
supplies electric service throughout most of the east and lower west coasts of
the State of Florida, serving a population of approximately 7 million. During
1998, FPL served approximately 3.7 million customer accounts. FPL Group, Inc.
(FPL Group) owns all of FPL's common stock.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, FPL will add the net
proceeds from the sale of these First Mortgage Bonds to its general funds. FPL
uses its general funds for corporate purposes, including to redeem or purchase
outstanding debt and preferred stock, to repay short-term borrowings, to repay
long-term debt obligations and to finance the acquisition or construction of
additional electric facilities. FPL will temporarily invest any proceeds that
are not immediately required for these purposes in short-term instruments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows FPL's ratio of earnings to fixed charges for each
of its last five fiscal years and for the three months ended March 31, 1999:
Years Ended December 31,
Three Months Ended -----------------------------------
March 31, 1999 1998 1997 1996 1995 1994
------------------ ------ ------ ------ ------ ------
4.54 5.69 4.95 4.58 4.33 3.86
DESCRIPTION OF THE BONDS
GENERAL. FPL will issue these First Mortgage Bonds, in one or more series,
under its Mortgage and Deed of Trust dated as of January 1, 1944, with Bankers
Trust Company, as Trustee, which has been amended and supplemented in the past
and which will be supplemented again by one or more supplemental indentures
relating to these First Mortgage Bonds. This Mortgage and Deed of Trust, as
amended and supplemented, is referred to in this prospectus as the "Mortgage."
These First Mortgage Bonds are referred to in this prospectus as the "Bonds."
This section briefly summarizes some of the provisions of the Mortgage and
uses some terms that are not defined in this prospectus but that are defined in
the Mortgage. This summary is not complete. The Mortgage is on file with the SEC
and is incorporated by reference in this prospectus. You should read the
Mortgage for a complete understanding of the provisions that may be important to
you and for the definitions of some terms used in this summary.
Each series of Bonds may have different terms. FPL will include all of the
following information about a specific series of Bonds in the prospectus
supplement relating to those Bonds:
(1) the designation and series of those Bonds,
(2) the aggregate principal amount of those Bonds,
(3) the offering price of those Bonds,
(4) the date(s) on which those Bonds will mature,
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(5) the interest rate(s) for those Bonds, or how the interest rate(s) will
be determined,
(6) the dates on which FPL will pay the interest on those Bonds,
(7) the denominations in which FPL may issue those Bonds, if other than
denominations of $1,000 or multiples of $1,000,
(8) the place where the principal of and interest on those Bonds will be
payable, if other than at Bankers Trust Company in New York City,
(9) the currency or currencies in which payment of the principal of and
interest on those Bonds may be made, if other than United States
dollars,
(10) the terms pursuant to which FPL may redeem any of those Bonds,
(11) whether all or a portion of those Bonds will be in global form, and
(12) any other terms or provisions relating to those Bonds that are not
inconsistent with the provisions of the Mortgage.
FPL will issue the Bonds in fully registered form without coupons, unless
otherwise stated in a prospectus supplement. A holder of Bonds may exchange
those Bonds, without charge, for an equal aggregate principal amount of Bonds of
the same series, having the same issue date and with identical terms and
provisions, unless otherwise stated in a prospectus supplement. A holder of
Bonds may transfer those Bonds without cost to the holder, other than for
applicable stamp taxes or other governmental charges, unless otherwise stated in
a prospectus supplement. FPL may issue all or some of the Bonds in "book-entry"
form, which means that they will be represented by global notes, instead of
certificates. If FPL issues global notes representing any Bonds, then a
depository selected by FPL will keep a record of the beneficial interests in
those global notes and record any transfers of those beneficial interests. Any
additional requirements as to the form and method of exchange of Bonds will be
described in a prospectus supplement.
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12 month period,
any governmental body orders FPL to dispose of mortgaged property, or buys
mortgaged property from FPL, and FPL receives $10 million or more from the sale
or disposition, then, in most cases, FPL must use that money to redeem First
Mortgage Bonds. If this occurs, FPL may redeem First Mortgage Bonds of any
series that are redeemable at the redemption prices applicable to those First
Mortgage Bonds. If any Bonds are redeemable, the redemption prices applicable to
those Bonds will be set forth in a prospectus supplement.
SECURITY. The Mortgage secures the Bonds as well as all other First
Mortgage Bonds already issued under the Mortgage and still outstanding. FPL may
issue more First Mortgage Bonds in the future and those First Mortgage Bonds
will also be secured by the Mortgage. The Mortgage constitutes a first mortgage
lien on all of the properties and franchises that FPL owns, except as discussed
below.
The lien of the Mortgage is or may be subject to the following:
(1) leases of minor portions of FPL's property to others for uses that do
not interfere with FPL's business,
(2) leases of certain property that is not used in FPL's electric
business,
(3) Excepted Encumbrances, which include certain tax and real estate
liens, and specified rights, easements, restrictions and other
obligations, and
(4) vendors' liens, purchase money mortgages and liens on property that
already exists at the time FPL acquires that property.
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The Mortgage does not create a lien on the following "excepted property":
(1) cash and securities,
(2) certain equipment, materials or supplies and fuel (including nuclear
fuel unless it is expressly subjected to the lien of the Mortgage),
(3) automobiles and other vehicles,
(4) receivables, contracts, leases and operating agreements,
(5) materials or products, including electric energy, that FPL generates,
produces or purchases for sale or use by FPL, and
(6) timber, minerals, mineral rights and royalties.
The Mortgage will generally also create a lien on property that FPL
acquires after the date of this prospectus, other than "excepted property".
However, if FPL consolidates or merges with, or sells substantially all of its
assets to, another corporation, the lien created by the Mortgage will generally
not cover the property of the successor company, other than the property that it
acquires from FPL and improvements, replacements and additions to that property.
The Mortgage provides that the Trustee has a lien on the mortgaged property
for the payment of its reasonable compensation and expenses and for indemnity
against certain liabilities. This lien takes priority over the lien securing the
Bonds.
ISSUANCE OF ADDITIONAL BONDS. FPL may issue an unlimited amount of First
Mortgage Bonds under the Mortgage so long as it meets the issuance tests set
forth in the Mortgage, which are generally described below. FPL may issue Bonds
from time to time in an amount equal to:
(1) 60% of unfunded Property Additions after adjustments to offset
retirements,
(2) the amount of retired First Mortgage Bonds or Qualified Lien Bonds,
and
(3) the amount of cash that FPL deposits with the Trustee for the
retirement of other First Mortgage Bonds or Qualified Lien Bonds.
Property Additions generally include the following:
(1) plants, lines, pipes, mains, cables, machinery, boilers, transmission
lines, pipe lines, distribution systems, service systems and supply
systems,
(2) nuclear fuel that has been expressly subjected to the lien of the
Mortgage,
(3) railroad cars, barges and other transportation equipment (other than
trucks) for the transportation of fuel, and
(4) other property, real or personal, and improvements, extensions,
additions, renewals or replacements located within the United States
of America or its coastal waters.
FPL may use any property of the type described in (1) through (4) above as
Property Additions whether or not that property is in operation and prior to
obtaining permits or licenses relating to that property. Securities, fuel
(including nuclear fuel unless expressly subjected to the lien of the Mortgage),
automobiles or other vehicles, or property used principally for the production
or gathering of natural gas will not qualify as Property Additions. The Mortgage
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contains restrictions on the issuance of First Mortgage Bonds based on Property
Additions that are subject to other liens and upon the increase of the amount of
those liens.
In most cases, FPL may not issue Bonds unless it meets the "net earnings"
test set forth in the Mortgage, which requires, generally, that FPL's adjusted
net earnings (before income taxes) for 12 consecutive months out of the 15
months preceding the issuance must have been either:
(1) at least twice the annual interest requirements on all First Mortgage
Bonds at the time outstanding, including the Bonds that FPL proposes
to issue at the time, and all indebtedness of FPL that ranks prior or
equal to the First Mortgage Bonds, or
(2) at least 10% of the principal amount of all First Mortgage Bonds at
the time outstanding, including the Bonds that FPL proposes to issue
at the time, and all indebtedness of FPL that ranks prior or equal to
the First Mortgage Bonds.
The Mortgage requires FPL to replace obsolete or worn out property and
specifies certain deductions to FPL's adjusted net earnings for property
repairs, retirement, additions and maintenance. FPL does not need to meet the
"net earnings" test to issue Bonds if the issuance is based on retired First
Mortgage Bonds or Qualified Lien Bonds.
As of December 31, 1998, FPL could issue under the Mortgage approximately
$4.1 billion of additional First Mortgage Bonds based on unfunded Property
Additions and $4.0 billion of additional First Mortgage Bonds based on retired
First Mortgage Bonds.
RELEASE AND SUBSTITUTION OF PROPERTY. FPL may release property from the
lien of the Mortgage if it does any of the following in an aggregate amount
equal to the fair value of the property to be released:
(1) deposits with the Trustee, cash or, to a limited extent, purchase
money mortgages,
(2) uses unfunded Property Additions acquired by FPL in the last five
years, or
(3) waives its right to issue First Mortgage Bonds without satisfying any
net earnings requirement.
If FPL deposits cash so that it may release property from the lien of the
Mortgage or so that it may issue additional First Mortgage Bonds, it may
withdraw that cash if it uses unfunded Property Additions or waives its right to
issue First Mortgage Bonds without satisfying any net earnings requirement in an
amount equal to the cash that FPL seeks to withdraw.
When property released from the lien of the Mortgage is not Funded
Property, then, if FPL acquires new Property Additions within two years:
(1) Property Additions used for the release of that property will not
(subject to some exceptions) be considered Funded Property, and
(2) any waiver by FPL of its right to issue First Mortgage Bonds, which is
used for the release of that property, will cease to be an effective
waiver and FPL will regain the right to issue those First Mortgage
Bonds.
The Mortgage contains provisions relating to cash proceeds of property that
is not Funded Property that are similar to the provisions relating to release of
that property. The Mortgage contains special provisions relating to pledged
Qualified Lien Bonds and the disposition of money received on those Qualified
Lien Bonds.
FPL does not need a release from the Mortgage in order to use its nuclear
fuel even if that nuclear fuel has been expressly subjected to the lien and
operation of the Mortgage.
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DIVIDEND RESTRICTIONS. In some cases, the Mortgage restricts the amount of
retained earnings that FPL can use to pay cash dividends on its common stock.
The restricted amount may change depending on factors set out in the Mortgage.
Other than this restriction on the payment of common stock dividends, the
Mortgage does not restrict FPL's use of retained earnings. As of December 31,
1998, no retained earnings were restricted by these provisions of the Mortgage.
MODIFICATION OF THE MORTGAGE. Generally the rights of all of the holders of
First Mortgage Bonds may be modified with the consent of the holders of 66-2/3%
of the principal amount of all of the outstanding First Mortgage Bonds. However,
if less than all series of First Mortgage Bonds are affected by a modification,
that modification also requires the consent of the holders of 66-2/3% of the
principal amount of all of the outstanding First Mortgage Bonds of each series
affected.
FPL may amend the Mortgage without the consent of the holders of any series
of First Mortgage Bonds created after April 30, 1992 (including the Bonds) to
permit modification of the Mortgage generally with the consent of the holders of
only a majority of the First Mortgage Bonds affected by the modification.
In most cases, the following modifications will not be effective against
any holder of First Mortgage Bonds unless that holder consents:
(1) modification of the terms of payment of principal and interest,
(2) modification of the obligations of FPL under Section 64 of the
Mortgage, which describes special provisions for the retirement of
First Mortgage Bonds (until FPL amends the Mortgage as described in
the preceding paragraph),
(3) modification creating an equal or prior lien on the mortgaged property
or depriving that holder of the benefit of the lien of the Mortgage,
and
(4) modification reducing the percentage vote required for modification.
DEFAULT AND NOTICE THEREOF. The following are defaults under the Mortgage:
(1) failure to pay the principal of any First Mortgage Bond,
(2) failure to pay interest on any First Mortgage Bond for 60 days after
that interest is due,
(3) failure to pay principal of or interest on any Qualified Lien Bond
beyond any applicable grace period for the payment of that principal
or interest,
(4) failure to pay any installments of funds for retirement of First
Mortgage Bonds for 60 days after that installment is due,
(5) certain events in bankruptcy, insolvency or reorganization, and
(6) the expiration of 90 days following notice by the Trustee or the
holders of 15% of the First Mortgage Bonds relating to other covenants
of FPL.
Except in the case of failure to pay principal, interest or any installment
for retirement of First Mortgage Bonds, the Trustee may withhold notice of
default if it believes that withholding the notice is in the interests of the
holders of First Mortgage Bonds.
Holders of 25% of the First Mortgage Bonds may declare the principal and
the interest due on default. A majority of the holders of First Mortgage Bonds
may annul that declaration if the default has been cured. No holder of First
Mortgage Bonds may enforce the lien of the Mortgage unless the following things
have occurred:
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(1) the holder has given the Trustee written notice of a default,
(2) the holders of 25% of the First Mortgage Bonds have requested the
Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to the Trustee for the costs, expenses and
liabilities that the Trustee may incur by acting, and
(3) the Trustee has failed to act.
Notwithstanding the foregoing, a holder of First Mortgage Bonds has the
right to sue FPL if FPL fails to pay, when due, interest or principal on those
First Mortgage Bonds, unless that holder gives up that right.
The Trustee is not required to risk its funds or incur personal liability
if there is reasonable ground for believing that the repayment is not reasonably
assured. The holders of a majority of the First Mortgage Bonds may direct the
time, method, and place of conducting any proceedings for any remedy available
to the Trustee, or exercising any of the Trustee's powers.
SATISFACTION AND DISCHARGE OF MORTGAGE. The Mortgage may be satisfied and
discharged if and when FPL provides for the payment of all of the First Mortgage
Bonds and all other sums due under the Mortgage.
EVIDENCE TO BE FURNISHED TO THE TRUSTEE. FPL furnishes written statements
of FPL's officers, or persons selected or paid by FPL, annually (and when
certain events occur) to the Trustee to show that FPL is in compliance with
Mortgage provisions and that there are no defaults under the Mortgage. In some
cases, these written statements must be provided by an independent accountant,
appraiser, engineer or counsel.
CONCERNING THE TRUSTEE. In the regular course of business, FPL may obtain
short-term funds from several banks, including Bankers Trust Company.
PLAN OF DISTRIBUTION
FPL may sell the Bonds (1) through underwriters or dealers, (2) through
agents, or (3) directly to a limited number of purchasers or to a single
purchaser.
THROUGH UNDERWRITERS OR DEALERS. If FPL uses underwriters in the sale, the
underwriters will acquire the Bonds for their own account. The underwriters may
resell the Bonds in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
the sale. The underwriters may sell the Bonds directly or through underwriting
syndicates represented by managing underwriters. Unless otherwise set forth in a
prospectus supplement relating to Bonds, the obligations of the underwriters to
purchase those Bonds will be subject to certain conditions, and the underwriters
will be obligated to purchase all of those Bonds if any are purchased. If FPL
uses a dealer in the sale, FPL will sell Bonds to the dealer as principal. The
dealer may then resell those Bonds at varying prices determined at the time of
resale.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
THROUGH AGENTS. FPL may designate one or more agents to sell the Bonds.
Unless otherwise stated in a prospectus supplement, any agent will agree to use
its best efforts to solicit purchases for the period of its appointment.
DIRECTLY. FPL may sell the Bonds directly to one or more purchasers. In
this case, no underwriters or agents would be involved.
GENERAL INFORMATION. A prospectus supplement will state the name of any
underwriter, dealer or agent and the amount of any compensation, underwriting
discounts or concessions paid, allowed or reallowed to them. A prospectus
supplement will also state the proceeds to FPL from the sale of Bonds, any
initial public offering price and other terms of the offering of those Bonds.
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FPL may authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase Bonds from FPL at the public offering price and
on the terms described in the related prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future.
FPL may have agreements to indemnify agents, underwriters and dealers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.
EXPERTS
The audited consolidated financial statements of FPL and its subsidiaries
appearing in FPL's Annual Report on Form 10-K incorporated herein by reference
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report included in said Annual Report on Form 10-K, which report is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
Legal conclusions and opinions specifically attributed to counsel in the
documents incorporated by reference in this prospectus have been reviewed by
Steel Hector & Davis LLP, West Palm Beach, Florida, counsel to FPL, and are set
forth on the authority of that firm as experts.
LEGAL OPINIONS
The legality of the Bonds will be passed upon for FPL by Steel Hector &
Davis LLP, West Palm Beach, Florida, and Thelen Reid & Priest LLP, New York, New
York, co-counsel to FPL, and for any underwriter or agent by Winthrop, Stimson,
Putnam & Roberts, New York, New York. Thelen Reid & Priest LLP and Winthrop,
Stimson, Putnam & Roberts may rely as to all matters of Florida law upon the
opinion of Steel Hector & Davis LLP. Steel Hector & Davis LLP may rely as to all
matters of New York law on the opinion of Thelen Reid & Priest LLP.
----------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. FPL HAS NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. FPL IS NOT MAKING AN OFFER OF
THESE BONDS IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
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$500,000,000
FLORIDA POWER &
LIGHT COMPANY
FIRST MORTGAGE BONDS,
6 7/8% SERIES DUE DECEMBER 1, 2005
[FPL LOGO]
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PROSPECTUS SUPPLEMENT
NOVEMBER 29, 2000
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SALOMON SMITH BARNEY
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
FIRST UNION SECURITIES, INC.
MERRILL LYNCH & CO.
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