SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of
incorporation or organization)
59-2449419
(I.R.S. Employer
Identification No.)
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA 33408
(407) 694-4644
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive office)
DENNIS P. COYLE
GENERAL COUNSEL AND SECRETARY
FPL GROUP, INC.
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA 33408
(407) 694-4644
JEFFREY I. MULLENS, P.A.
STEEL HECTOR & DAVIS
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401
(407) 650-7257
ROBERT J. REGER, JR., ESQ.
REID & PRIEST
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 603-2000
(NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS,
INCLUDING AREA CODES, OF AGENTS FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. X Yes No
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. Yes No
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT <F1> OFFERING PRICE <F1> REGISTRATION FEE
<C> <C> <C> <C> <C>
Common Stock, $.01 par value . . . 4,000,000 Shares $35.125 <F2> $140,500,000 $48,449.00
Preferred Share Purchase Rights. . 4,000,000 Rights <F3> --- --- --- <F4>
<FN>
<FN1>
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933, as amended.
<F2>
Based upon the average of the high and low sale prices of such Common Stock on the Composite Tape on
December 9, 1994.
<F3>
The Preferred Share Purchase Rights (Rights) are attached to and will trade with the Common Stock.
<F4>
Since no separate consideration is paid for the Rights, the registration fee for such securities is included in the
fee for the Common Stock.
</FN>
</TABLE>
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
COMBINED PROSPECTUS WHICH ALSO APPLIES TO AND SHALL BE USED IN
CONNECTION WITH THE 939,768 SHARES OF FPL GROUP, INC. COMMON STOCK AND
THE RIGHTS ATTACHED THERETO REMAINING REGISTERED AS OF
DECEMBER 14, 1994, UNDER FORM S-3 REGISTRATION STATEMENT NO. 33-39306.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH
THE SEC IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND RULE 462 PROMULGATED THEREUNDER.<PAGE>
<PAGE>
4,939,768 SHARES
FPL GROUP, INC.
COMMON STOCK, $.01 PAR VALUE
DIVIDEND REINVESTMENT AND COMMON SHARE PURCHASE PLAN
The Dividend Reinvestment and Common Share
Purchase Plan (Plan) of FPL Group, Inc. (FPL Group)
provides participants in the Plan with a simple and
convenient method of investing, without payment of
any brokerage commission or service charge, cash
dividends and optional cash payments in shares of
FPL Group common stock, $.01 par value (FPL Group
Common Stock), and the preferred share purchase
rights attached thereto (Rights). Any holder of
record of FPL Group Common Stock or of Preferred
Stock of Florida Power & Light Company (FPL) is
eligible to join the Plan.
Participants who are already enrolled in the
Plan will continue to participate in the Plan without
any further action on their part.
Holders of FPL Group Common Stock and/or FPL
Preferred Stock who elect to participate may:
- - -- Have cash dividends on all or some of their
shares automatically invested in FPL Group
Common Stock.
- - -- Invest optional cash payments
in FPL Group Common Stock.
The price of FPL Group Common Stock
purchased directly from FPL Group for participants
in the Plan with reinvested dividends on their FPL
Group Common Stock, with invested dividends on FPL
Preferred Stock and with optional cash payments will
be the average of the daily high and low sale prices
of FPL Group Common Stock as reported on the
consolidated tape for New York Stock Exchange listed
companies for the period of the last three days on
which FPL Group Common Stock was traded immediately
preceding the Investment Date. The Investment Dates
are the FPL Group Common Stock dividend payment
dates, which are normally on the 15th day of March,
June, September and December.
The price of FPL Group Common Stock
purchased on the open market or through negotiated
transactions will be the weighted average price for
all shares purchased by an independent broker for
the Plan during the Investment Period. The
Investment Period is the 30-day period beginning on
the FPL Group Common Stock dividend payment date.
It is suggested that this Prospectus be retained for
future reference.
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.
The date of this Prospectus is December 15, 1994.<PAGE>
<PAGE>
AVAILABLE INFORMATION
FPL Group is subject to the informational
requirements of the Securities Exchange Act of 1934,
as amended (Exchange Act), and in accordance
therewith files reports and other information with
the Securities and Exchange Commission (SEC). Such
reports, proxy statements, and other information can
be inspected and copied at the Public Reference
Section of the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; and
at the SEC's regional offices at 500 West Madison
Street, Suite 1400, Chicago, IL 60661; and Seven
World Trade Center, Suite 1300, New York, NY 10048.
Copies of this material can also be obtained at
prescribed rates from the Public Reference Section
of the SEC at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. FPL Group Common Stock and the Rights
of FPL Group are listed on the New York Stock
Exchange (NYSE) where reports, proxy statements and
other information concerning FPL Group can be
inspected and copied.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following FPL Group documents filed with
the SEC are incorporated by reference in this
Prospectus:
1. Annual Report on Form 10-K for
the year ended December 31, 1993.
2. Proxy Statement dated March 22, 1994 for the
Annual Meeting of Shareholders held on May 9, 1994.
3. Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994.
4. The description of the FPL Group Common Stock to be
offered pursuant to the Plan contained in the Registration
Statement on Form 8-B filed with the SEC on December 31, 1984,
including any amendments or reports filed for the purpose of
updating such description.
5. The description of the Rights contained in Item 1 of the
Registration Statement on Form 8-A filed with the SEC on
June 26, 1986, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by FPL Group with the SEC pursuant to
Sections 13(a), 13(c) or 14 of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the
offering of the securities covered by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing such documents.
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.
FPL GROUP UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON REQUEST OF ANY SUCH PERSON, A COPY
OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY
BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS EXCLUDING THE EXHIBITS
THERETO. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: FPL GROUP,
INC. SHAREHOLDER SERVICES, 700 UNIVERSE BOULEVARD, JUNO BEACH, FLORIDA 33408,
TELEPHONE (407) 694-4692 OR 1-800-222-4511.
<PAGE>
<PAGE>
DESCRIPTION OF FPL GROUP
FPL Group, a Florida corporation, is a holding
company that is engaged, through its subsidiaries,
in utility and non-utility operations. Utility
operations are conducted through FPL which is
engaged in the generation, transmission,
distribution and sale of electric energy. Non-
utility operations are conducted through FPL Group
Capital Inc and its subsidiaries and consist mainly
of investments in non-utility energy projects
and agricultural operations. FPL Group maintains
its principal executive offices at 700 Universe
Boulevard, Juno Beach, Florida 33408, telephone
(407) 694-4644.
USE OF PROCEEDS
FPL Group does not know either the number of
shares that will ultimately be sold under the
Plan or the prices at which such shares will be
sold. The net proceeds from the purchase of FPL
Group Common Stock directly from FPL Group will be
added to FPL Group's general funds and will be used
to provide equity funds for its subsidiaries, and
for other corporate purposes. FPL Group will
receive no proceeds from open market or negotiated
purchases made by an independent broker for the
Plan.
DESCRIPTION OF THE PLAN
THE FOLLOWING IS A QUESTION AND ANSWER STATEMENT OF
THE PROVISIONS OF THE PLAN.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of
record of FPL Group Common Stock and FPL
Preferred Stock (FPL Preferred Stock for purposes of
this Plan includes all classes of FPL Preferred
Stock) with a convenient method of investing cash
dividends and optional cash payments in FPL Group
Common Stock without payment of any brokerage
commission or service charge. When shares of FPL
Group Common Stock purchased under the Plan are
acquired directly from FPL Group, FPL Group will
receive additional equity funds. See "Use of
Proceeds."
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may (a) have cash
dividends on all of their FPL Group Common Stock
and/or FPL Preferred Stock automatically invested
and in addition invest any optional cash payments,
(b) have cash dividends on only a portion of their
FPL Group Common Stock and/or FPL Preferred Stock
automatically invested and in addition invest any
optional cash payments and, (c) continue to receive
their cash dividends and in addition invest any
optional cash payments. NO COMMISSION OR SERVICE
CHARGE IS PAID BY PARTICIPANTS IN CONNECTION WITH
PURCHASES UNDER THE PLAN. Full investment of funds
is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be
credited to participants' accounts. In addition,
dividends on fractions of shares, as well as on full
shares, will be credited to participants' accounts.
FPL Group's agent for the Plan will provide
simplified record-keeping through quarterly
statements of participants' accounts. These
statements are participants' continuing and permanent
record of the cost of purchases and should be
retained for income tax purposes. The Plan also
provides that participants may send certificates for
shares of FPL Group Common Stock held in their
possession to the Agent (as defined in Question 3)
for safekeeping at no cost. See Question 20.<PAGE>
<PAGE>
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The First National Bank of Boston (Bank of
Boston), or such other bank or trust company as FPL
Group may from time to time designate (Agent), will
administer the Plan. The Agent will keep a
continuous record of each participating
shareholder's activities and will send the
participants a quarterly statement of account.
FOR INFORMATION ABOUT THE PLAN
CALL: BANK OF BOSTON
1-800-736-3001
or
WRITE TO: BANK OF BOSTON
Dividend Reinvestment
P.O. Box 1681
Mail Stop: 45-01-06
Boston, Massachusetts 02105-1681
All correspondence concerning the Plan should be mailed to the
above address.
Please include account numbers on all correspondence, checks or
money orders together with a telephone number to be used during
business hours.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of FPL Group
Common Stock and/or shares of FPL Preferred Stock
are eligible to participate in the Plan. In order
to be eligible to participate directly in the Plan,
beneficial owners of shares registered in names
other than their own must become shareholders of
record by having such shares transferred into their
names. Beneficial owners may request the holder of
record of their shares to participate on their
behalf.
5. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
A holder of record of shares of FPL Group Common
Stock and/or FPL Preferred Stock may join the
Plan by checking the appropriate box on the
authorization card and signing and returning the
authorization card to the Agent. A postage-paid,
pre-addressed envelope is provided for this purpose.
An authorization card for a holder of record may be
obtained at any time by writing to or calling Bank
of Boston at the address or telephone number stated
in Question 3. See Question 6 regarding when
authorization cards must be received in order to
participate for any given Investment Date.
In all cases, an authorization card or written
notification of other instructions must be signed by
or on behalf of all owners of record. When shares
are held by joint tenants, all should sign. When an
authorization card or written notification is signed
by an executor, administrator, trustee or guardian,
or as attorney, the capacity in which the card or
notification is signed must be specified. An
authorization card or written notification of a
corporate or other organizational owner should be
signed by an authorized officer or other
official, identified as such.<PAGE>
<PAGE>
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An authorization card for holders of shares of
FPL Group Common Stock must be received by the
Agent on or before the 25th day of the month
preceding the month in which a FPL Group Common
Stock dividend is to be paid in order to begin the
reinvestment of dividends payable on that dividend
payment date. If the authorization card is received
after the 25th day of the month preceding a dividend
payment date, reinvestment of dividends will not
begin until the next FPL Group Common Stock dividend
payment date. Dividends on shares of FPL Group
Common Stock are normally payable on the 15th day of
March, June, September and December. See "FPL Group
Common Stock Dividends."
An authorization card for holders of shares of
FPL Preferred Stock must be received on or before
the tenth day of the month preceding the month in
which an FPL Preferred Stock dividend is to be paid
in order to begin the investment of dividends
payable on that dividend payment date. Dividends on
shares of FPL Preferred Stock are normally payable
on the first day of March, June, September and
December.
Shareholders who wish to enroll as "Optional
Cash Payments Only" participants, should send their
authorization card and cash payment so they are
received by the Agent at least five days but not
more than 30 days before the Investment Date and
such funds will be invested as of that Investment
Date or during that Investment Period. See
"Optional Cash Payments."
7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The authorization card allows shareholders to
decide the extent to which they want to participate
in the Plan. By checking the appropriate box on the
authorization card, a shareholder may invest in
shares of FPL Group Common Stock through the
following investment options: (a) reinvest
dividends paid on all or some of the shares of FPL
Group Common Stock registered in the participant's
name, and/or (b) invest dividends paid on all or
some of the shares of FPL Preferred Stock registered
in the participant's name, and/or (c) participate in
the Plan by making optional cash payments within the
limits described in Question 15.
If a signed authorization card is returned to
the Agent without any of the boxes checked, the
shareholder will be enrolled under the "Full
Dividend Reinvestment" option. If a signed
authorization card is returned to the Agent with the
"Partial Dividend Reinvestment" box checked but
without the number of shares designated, the card
will be returned to the shareholder for completion.
If a participant elects "Partial Dividend
Reinvestment," only the dividends not reinvested
will be mailed to the participant's address of
record. If the "Optional Cash Payments Only" box on
the authorization card is checked, FPL Group or FPL
will continue to pay to a participant cash dividends
on shares registered in the participant's name and
cash dividends on shares credited to the
participants' Plan account, but the Agent will apply
any optional cash payment received to the purchase
of shares of FPL Group Common Stock under the Plan.
If a participant does not submit an authorization
card, he or she will receive dividends declared, by
check, as usual.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE
PLAN?
A participant may change his or her investment
option by signing a new authorization card and
returning it to Bank of Boston, Dividend
Reinvestment, P.O. Box 1681, Mail Stop: 45-01-06,
Boston, Massachusetts 02105-1681. An authorization
card and postage-paid envelope may be obtained as
stated in Question 5.
Any authorization card directing the Agent to
change an option must be received by the Agent by
the 25th day of the month preceding an Investment
Date, unless the authorization card directs the
Agent to change an option to invest cash dividends
on shares of FPL Preferred Stock, in which case the
card must be received by the Agent by the tenth day
of the month preceding the month in which an
Investment Date occurs.<PAGE>
<PAGE>
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN
CONNECTION WITH PURCHASES UNDER THE PLAN?
No. All costs of administration of the Plan are
to be paid by FPL Group. There will be no brokerage
commissions or service charges to participants,
whether shares are purchased from FPL Group or on
the open market or in negotiated transactions.
However, in the event a participant withdraws from
the Plan and requests the Agent to sell his or her
shares, the participant will be charged a brokerage
commission on the sale and any transfer tax, if
applicable. See Question 22.
PURCHASES
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE
PLAN?
Shares may be purchased under the Plan directly
from FPL Group's authorized but unissued shares
of FPL Group Common Stock, by an independent broker
on the open market or in negotiated transactions, or
a combination of the foregoing. The decision as to
whether to purchase shares directly from FPL Group,
on the open market or in negotiated transactions
will take into account FPL Group's need for common
equity, general market conditions, and any other
factors considered to be relevant. No participant
shall have any authority or power to direct the date
or sales price at which FPL Group Common Stock may
be purchased.
11. WHAT WILL BE THE PRICE OF SHARES OF FPL GROUP
COMMON STOCK PURCHASED UNDER THE PLAN?
The purchase price of shares of FPL Group Common
Stock purchased directly from FPL Group under
the Plan will be the average of the daily high and
low sale prices of FPL Group Common Stock as
reported on the Consolidated Tape for New York Stock
Exchange listed companies for the period of the last
three days on which FPL Group Common Stock was
traded immediately preceding the Investment Date.
The purchase price of shares of FPL Group Common
Stock purchased on the open market or through
negotiated transactions will be the weighted average
price for all shares purchased by an independent
broker for the Plan during the Investment Period.
12. HOW MANY SHARES OF FPL GROUP COMMON STOCK WILL BE
PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased depends on
the amount of the participant's invested dividends,
optional cash payments, or both, and on the price of
the shares of FPL Group Common Stock. A participant
may not designate the exact number of shares to be
purchased. Each participant's account will be
credited with a number of shares, including
fractions computed to three decimal places, equal to
the total amount invested divided by the purchase
price per share.
13. WHEN WILL PURCHASES OF SHARES OF FPL GROUP COMMON
STOCK BE MADE?
Purchases of shares of FPL Group Common Stock
from FPL Group will be made as of the Investment
Dates. The Investment Dates are the FPL Group
Common Stock dividend payment dates. Cash dividends
on shares of FPL Group Common Stock are normally
payable on the 15th day of March, June, September
and December. Shares of FPL Group Common Stock
purchased directly from FPL Group will be credited
to the participants' accounts on the Investment
Date.
Purchases of shares of FPL Group Common Stock on
the open market or through negotiated
transactions shall be made by an independent broker
within the Investment Period, subject to any
applicable requirements of federal or state
securities laws affecting the timing and manner of
purchases of FPL Group Common Stock for the Plan.
Shares of FPL Group Common Stock purchased on the
open market will be credited to<PAGE>
<PAGE>
participants' accounts as of the last day of the
Investment Period or as of the date on which all
purchases for the Investment Period are completed.
Subject to any limitations imposed by federal or
state securities laws, the independent broker will
have full discretion as to all matters relating to
open market purchases, including determination of
the number of shares, if any, to be purchased on any
day or at any time of day, the price paid for such
shares, the markets on which such shares are to be
purchased (including on any securities exchange, in
the over-the-counter market or in
negotiated transactions) and the persons (including
other brokers and dealers) from or through whom such
purchases are made.
No interest will be paid by FPL Group, FPL or the
Agent on cash dividends held pending their
investment.
OPTIONAL CASH PAYMENTS
14. HOW DO OPTIONAL CASH PAYMENTS WORK?
Optional cash payments can be made only in
United States dollars. Optional cash payments
received from a participant on or prior to the fifth
day preceding an Investment Date will be applied by
the Agent to the purchase of additional shares of
FPL Group Common Stock as of that Investment Date or
during the Investment Period. Optional cash
payments received after the fifth day preceding the
Investment Date and prior to the 30th day preceding
the next Investment Date will be returned to the
participant. No interest will be paid by FPL Group,
FPL or the Agent on optional cash payments held
pending their investment. Consequently,
participants are strongly urged to make their
optional cash payments shortly before an Investment
Date. However, participants should allow sufficient
time to ensure that their payment is received by the
Agent on or prior to the fifth day preceding the
Investment Date. A shareholder may participate in
the Plan even if he or she wishes to invest only
optional cash payments. Optional cash payments
should be sent only to the address indicated on the
cash remittance slip. Deliveries to any other
address do not constitute valid delivery.
Shareholders will not receive dividends on
shares purchased with an optional cash payment until
the dividend payment date following the Investment
Date of that optional cash payment. For example, if
an optional cash payment is made between February 15
and March 10, it will be invested in shares of
common stock on March 15 if the shares are
purchased directly from FPL Group. If the shares
are purchased on the open market or through
negotiated transactions by an independent broker, it
will be invested in shares within 30 days
thereafter. Dividends will be paid on those shares
commencing with the June 15 dividend payment.
15. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments may be made quarterly.
The same amount of money need not be sent each
quarter, and there is no obligation to make an
optional cash payment for each or any Investment
Date. (See Question 14 for the timing of cash
payments.) Once a quarterly Dividend Reinvestment
Statement has been received, a cash remittance slip,
attached to the statement, may be used for making
optional cash payments. If a cash remittance slip
is not available, participants, when mailing a
check, should notify the Agent that the funds are
to be used to purchase additional FPL Group Common
Stock for their FPL Group Dividend Reinvestment
Account. Checks should be drawn against United
States banks, in United States dollars and made
payable to Bank of Boston. Checks should be mailed
directly to Bank of Boston and not to FPL Group or
FPL.
The minimum optional cash payment is $100 per
quarter. FPL Group reserves the right to refuse
cumulative optional cash payments in excess of
$100,000 per participant for any calendar year, and
in the event it exercises this right, the amount of
the payment in excess of $100,000 will be returned.
Optional cash payments will be refunded if a written
request for refund is received by the Agent at least
48 hours prior to the Investment Date.<PAGE>
<PAGE>
In the event that any check is returned unpaid
for any reason, the Agent will consider the request
for investment of such money null and void and shall
immediately remove from the participant's account
shares, if any, purchased upon the prior credit of
such money. The Agent shall thereupon be entitled
to sell these shares to satisfy any uncollected
amounts. If the net proceeds of the sale of such
shares are insufficient to satisfy the balance of
such uncollected amounts, the Agent shall be
entitled to sell such additional shares from
the participant's account to satisfy the uncollected
balance.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS
IN THE PLAN?
A statement of account will be sent to each
participant in the Plan as soon as practicable
following the quarterly purchase of FPL Group Common
Stock. These statements are participants' continuing
and permanent record of the cost of purchases and
should be retained for income tax purposes.
Participants should be aware that it is important to
retain all statements received as there could be a
fee incurred when requesting the Agent
to supply past history. In addition, participants
will receive updated prospectuses for the Plan and
copies of all communications sent to all holders of
FPL Group Common Stock, including FPL Group's
interim reports to shareholders, the annual report,
the notice of annual meeting and proxy statement,
and any reports of taxable income required by the
Internal Revenue Service (IRS).
CREDITING OF DIVIDENDS
17. WILL A PARTICIPANT BE CREDITED WITH DIVIDENDS ON
SHARES HELD IN THE PARTICIPANT'S ACCOUNT NUMBER
UNDER THE PLAN?
Yes. FPL Group will pay dividends, as declared,
to the record holders of all its shares of FPL Group
Common Stock. As the record holder for
participants, the Agent will receive dividends for
all shares credited to participants' accounts on the
record date. On the Investment Date, the Agent will
then credit such dividends to three decimal places
to participants on the basis of full and fractional
shares held in their accounts. For participants
other than those making only optional cash payments,
dividends credited to their accounts will be
reinvested in additional shares as designated by
such participants in their authorization cards.
Participants making only optional cash payments will
have all cash dividends paid to them. See "FPL
Group Common Stock Dividends."
CERTIFICATES FOR SHARES AND RIGHTS
18. ARE SEPARATE CERTIFICATES ISSUED FOR THE RIGHTS?
Until the Distribution Date (as defined in
Question 31) separate certificates for the Rights
will not be issued and the Rights will be
represented by the certificates for shares of FPL
Group Common Stock.
19. WILL CERTIFICATES BE ISSUED FOR SHARES OF FPL
GROUP COMMON STOCK PURCHASED BY PARTICIPANTS?
Normally, certificates for shares of FPL Group
Common Stock purchased under the Plan will not be
issued to participants. Shares of FPL Group Common
Stock purchased for participants in the Plan will be
registered in the nominee name of the Agent, and
credit for shares purchased will be shown on each
participant's quarterly statement of account.
Participants are therefore assured of safekeeping of
shares credited to their account under the Plan.
Certificates for any number of whole shares
credited to a participant's account under the Plan
will be issued upon written request to the Agent
from the participant. A participant need not
withdraw all of his or her shares (see Question 22
for information on withdrawal). This request should
be mailed to Bank of Boston, Dividend<PAGE>
<PAGE>
Reinvestment, P.O. Box 1681, Mail Stop 45-01-06,
Boston, Massachusetts 02105-1681. Any remaining
full shares and fractions of shares will continue to
be credited to the participant's account.
Certificates for fractions of shares will not be
issued under any circumstances. Shares credited to
the account of a participant under the Plan may not
be pledged. A participant who wishes to pledge such
shares must request that certificates for
such shares be issued in his or her name.
20. MAY I SEND SHARE CERTIFICATES OF FPL GROUP COMMON
STOCK HELD IN MY POSSESSION TO THE AGENT FOR
SAFEKEEPING?
Yes. Participants in the Plan may send
certificates for shares of FPL Group Common Stock
held in their possession to the Agent for
safekeeping at no cost. All certificates should be
sent to the address indicated on the cash remittance
slip by either registered or certified mail, return
receipt requested. These shares will be combined
with those full and fractional shares acquired under
the Plan and held by the Agent for which
certificates have not been issued. Shortly
thereafter, the participant will receive a statement
showing his or her combined holdings. The Agent
will treat these shares in the same manner as shares
purchased for the participant's account. Partial
reinvestment of dividends on shares held by the Agent
is not permitted. Participants should transmit
unendorsed certificates to the Agent accompanied by
a letter of instruction.
21. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED
WHEN ISSUED?
If a Plan participant notifies the Agent that
they would like shares credited to their Plan
account issued in certificate form, such
certificates will be registered in the same name as
is such participant's Plan account. Any dividends
on newly certificated shares which were previously
being reinvested under the Plan will automatically
cease to be reinvested by the Agent, until such
participant sends in a new authorization card with
respect to such shares. Participants may request
that certificates and Plan shares be registered to
another individual provided such request bears the
signature of the participant with the corresponding
Medallion Guarantee and the applicable transfer
documents are provided. Medallion Guarantees are
provided by brokerage firms or other financial
institutions that are members of the Medallion
Program.
WITHDRAWAL
22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
To withdraw from the Plan, a participant must
notify the Agent in writing that the participant
wishes to withdraw. When a participant withdraws
from the Plan or upon termination of the Plan by FPL
Group, certificates for whole shares credited to a
participant's account under the Plan will be mailed
to the participant and a cash payment will be made
for any fraction of a share and for any optional
cash payments which have not been invested. The
cash payment for any fraction of a share will be
based on the then current market price of FPL Group
Common Stock.
Upon withdrawal from the Plan, a participant may
request that all of the shares in the Plan, both
whole and fractional, be sold, or that a portion be
sold. If the participant is withdrawing a portion,
the request must indicate the exact number of shares
and not the dollar amount. Any request that does
not clearly indicate the number of shares to be sold
will be returned to the participant with no action
taken. No participant shall have any authority or
power to direct the date or sales price at which FPL
Group Common Stock may be sold. It is expected that
the sale will be made within ten trading days after
receipt by the Agent of the request. The
participant will receive the proceeds of the sale,
less any brokerage commission and any transfer tax.
Selling participants should be aware that FPL
Group Common Stock prices may decline during the
period between a request for sale, its receipt by
the Agent and the ultimate sale on the open market
which is expected to be within ten trading days
after receipt. This risk should be evaluated by the
participant and is a risk borne solely by the
participant.<PAGE>
<PAGE>
No check will be mailed prior to settlement of
funds from the brokerage firm. Prior to June 1, 1995,
settlement is five business days after the
sale of shares. Effective June 1, 1995, settlement
will be three business days after the sale of
shares.
23. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may cancel and shall be deemed to
have canceled the participation as of an Investment
Date if written notice of withdrawal from the Plan
is received by the Agent on or before the tenth day
of the month preceding the month in which an
Investment Date occurs. All subsequent dividends
will be paid in cash unless the participant
re-enrolls in the Plan. If the notice of withdrawal
is received by the Agent after the tenth day of the
month preceding the month in which an Investment
Date occurs, it will be processed as promptly as
possible following such Investment Date.
Optional cash payments which have not been invested
will be refunded in a written request for refund or
withdrawal from the Plan is received by the Agent at
least 48 hours prior to an Investment Date.
OTHER INFORMATION
24. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR
TRANSFERS SHARES REGISTERED IN A PARTICIPANT'S
NAME?
If a dividend reinvestment participant sells or
transfers shares of FPL Group Common Stock and/or
FPL Preferred Stock registered in his or her name,
the Agent will continue to reinvest the dividends on
all shares credited to the participant's account
under the Plan until notified by the participant that
he or she wishes to withdraw from the Plan. Partial
reinvestment of dividends on shares held by the
Agent is not permitted. If an "Optional Cash
Payments Only" participant disposes of shares of FPL
Group Common Stock and/or FPL Preferred Stock
registered in his or her name, the Agent will
continue to pay cash dividends to the participant on
shares credited to his or her account under the Plan
until notified by the participant that he
or she wishes to withdraw from the Plan. However,
if a participant has only a fractional share of
stock credited to his or her account under the Plan
on the record date for any cash dividend on FPL
Group Common Stock, FPL Group reserves the right not
to reinvest any additional dividends on such
fractional share. If FPL Group exercises this
right, the participant will receive a cash
adjustment representing such fraction of a share,
plus the amount of the cash dividend on such
fraction. The cash payment for the fractional
share will be based on the closing price of FPL
Group Common Stock as reported on the Consolidated
Tape for New York Stock Exchange listed companies on
the applicable Investment Date or the first
preceding date on which such a closing price is so
reported.
If a participant who is receiving a portion of
dividends in cash disposes of a number of shares
resulting in a balance of shares still registered in
the participant's name which is less than the number
of shares on which the Agent has been instructed to
pay dividends in cash, the Agent shall then pay cash
dividends only on the remaining account balance.
25. IF FPL GROUP HAS A RIGHTS OFFERING, HOW WILL A
PARTICIPANT'S ENTITLEMENT BE COMPUTED?
A rights offering takes place when FPL Group
issues to the existing shareholders the right to
purchase additional shares of FPL Group Common Stock
in proportion to the shares they already own. A
participant's entitlement in a rights offering will
be based upon the participant's total holdings.
Rights will be issued for the number of whole shares
only, unless rights for one or more whole shares in
lieu of any fractional share interest are issued.
Any rights based on a fraction of a share not so
provided for will be sold for a
participant's account by the Agent and the net
proceeds will be invested as an optional cash
payment as of the next Investment Date or during the
next Investment Period. A rights offering is not
related to the Rights attached to the shares of FPL
Group Common Stock.<PAGE>
<PAGE>
26. WHAT HAPPENS IF FPL GROUP ISSUES A SHARE DIVIDEND
OR DECLARES A SHARE SPLIT?
All shares of FPL Group Common Stock distributed
as a result of a share dividend or a share split on
shares credited to the account of a participant will
be added to the participant's account. Such
distributions relating to shares not held in the
Plan and registered in the name of the participant
will be mailed directly to the participant in the
same manner as to shareholders who are not
participating in the Plan. Rights attached
to FPL Group Common Stock will be adjusted in the
event of a share dividend or share split.
27. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT
MEETINGS OF SHAREHOLDERS?
For any shareholders' meeting each participant
will receive a single proxy card covering the total
number of shares of FPL Group Common Stock held
both the shares registered in the participant's name
and those shares credited to a participant's account
under the Plan. If the proxy card is returned
properly signed and marked for voting, all of the
shares will be voted as marked. Also, the total
number of shares held may be voted in person at
shareholders' meetings.
If a proxy card is returned properly signed but
without indicating instructions as to the manner in
which shares are to be voted with respect to any
item, all of the participant's shares those
registered in his or her name and those shares
credited to his or her account will be voted in
accordance with the recommendations of FPL
Group's Board of Directors (Board). If the proxy
card is not returned, or if it is returned unsigned
or improperly signed, none of the participant's
shares covered by such proxy card will be voted
unless the participant votes in person at the
meeting.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
FPL Group reserves the right to modify, amend,
suspend, or terminate the Plan, or to change the
Agent administering the Plan at any time. Notice of
any such modification, amendment, suspension,
termination, or change of Agent will be sent to all
participants. In the event of termination,
certificates for full shares credited to each
participant's Plan account will be delivered
together with a check for any fractional shares.
29. WHAT IS THE RESPONSIBILITY OF FPL GROUP, FPL AND
THE AGENT UNDER THE PLAN?
FPL Group, FPL and the Agent in administering
the Plan will not be liable for any act done in good
faith or for any good faith omission to act,
including, without limitation, any claim of
liability arising out of failure to terminate a
participant's account upon an occurrence such as the
participant's death prior to the receipt of written
notice thereof, or with respect to the prices at
which shares are purchased for the
participant's account and the times when the
purchases are made, or with respect to any
fluctuation in the market value after purchase or
sale of shares.
FPL Group and FPL cannot assure a participant of
a profit or protect the participant against a loss on
the shares of FPL Group Common Stock purchased by the
participant under the Plan.
The terms and conditions of the Plan and its
operation shall be governed by and construed in
accordance with the laws of the State of Florida.
FPL Group reserves the right to interpret and
regulate the Plan as may be necessary or desirable
in connection with the operation of the Plan.
PREFERRED SHARE PURCHASE RIGHTS
On June 16, 1986 the Board declared a dividend
of one Right on each share of FPL Group Common
Stock outstanding on June 27, 1986. None of the
Rights will be exercisable or transferable apart
from FPL Group Common Stock until certain conditions
occur, as described in Question 31. Therefore, no
action is required by participants at this time. The
Rights will expire on June 30, 1996 (unless earlier
redeemed). <PAGE>
<PAGE>
Reference is made to the Rights Agreement, dated as
of June 16, 1986, between FPL Group and Bank of
Boston, as Rights Agents, which has been filed with
the SEC. The following questions and answers
detailing provisions of the Rights are qualified in
their entirety by such reference.
30. WHAT IS THE PURPOSE OF THE RIGHTS?
The Rights were allocated to assure that all
holders of FPL Group Common Stock receive fair and
equal treatment in the event of a takeover of FPL
Group and to guard against gradual accumulations of
shares in the open market, partial or two-tier
tender offers that do not treat shareholders
equally, and other abusive takeover tactics which
the Board believes are not in the best interests of
shareholders. The Rights were not allocated in
response to any specific effort to acquire control
of FPL Group.
31. HOW WILL THE RIGHTS PROTECT THE SHAREHOLDERS?
The Rights will protect the shareholders by
becoming exercisable and transferable apart from FPL
Group Common Stock on the earlier of (i) the tenth
day after the public announcement that a person or
group has acquired beneficial ownership of 20% or
more of FPL Group Common Stock or (ii) the tenth day
after a person commences, or announces an intention
to commence, a tender or exchange offer, the
consummation of which would result in the beneficial
ownership by a person or group of 30% or more of FPL
Group Common Stock (the earlier of such dates being
referred to herein as the Distribution Date). At
such time, a holder of FPL Group Common Stock will
be entitled to buy from FPL Group one one-hundredth
of a share of FPL Group's Series A Junior
Participating Preferred Stock, $.01 par value
(Junior Preferred Stock), at an exercise price of
$90 per Right, subject to adjustment. The terms of
the Junior Preferred Stock are described below. If
FPL Group is involved in a merger or other business
combination at any time after the Rights become
exercisable, the Rights will be modified so as to
entitle a holder to buy a number of shares of common
stock of the acquiring company having a market value
of twice the exercise price of each Right. For
example, if at the time of the business combination
the acquiring company's stock has a per share value
of $45, the holder of each Right would be entitled
to receive four shares of the acquiring company's
common stock for $90, i.e, at a 50% discount.
Alternatively, if a 20% shareholder acquires FPL
Group by means of a reverse merger in which FPL
Group and its stock survive, or engages in self-
dealing transactions with FPL Group, each Right not
owned by the acquiror would become exercisable for
the number of shares of FPL Group which at that time
have a market value of two times the exercise price.
32. WILL THE RIGHTS PREVENT ALL POSSIBLE TAKEOVERS,
EVEN ONES BENEFICIAL TO THE SHAREHOLDERS?
No. The Rights may be redeemed by FPL Group at
$.05 per Right prior to the time any person or
group has acquired beneficial ownership of 20% or
more of FPL Group Common Stock, and thus the Rights
should not interfere with any merger or other
business combination approved by the Board. The
Rights are not intended to prevent all takeovers and
will not do so. However, they will cause
substantial dilution to a person or group that
attempts to acquire FPL Group in a manner or on
terms which the Board determines are not in the best
interests of the shareholders and should deter any
attempt by a 20% shareholder to take advantage of
FPL Group through self-dealing transactions.
33. WHAT EFFECT WILL THESE RIGHTS HAVE ON THE
OPERATIONS AND EARNINGS OF FPL GROUP?
Allocation of the Rights does not in any way
weaken the financial strength of FPL Group or
interfere with its business plans. The issuance of
the Rights has no dilutive effect, does not affect
reported earnings per share, is not taxable to FPL
Group or to any shareholder and does not change the
way in which FPL Group Common Stock is currently
traded. The Rights do not have any voting rights
and are not entitled to dividends.<PAGE>
<PAGE>
34. CAN THE RIGHTS BE SOLD OR TRANSFERRED?
Initially, the Rights, which were allocated on
June 27, 1986 to shareholders of record on that date
and will be allocated with each newly issued share
of FPL Group Common Stock from that date until the
Distribution Date, will not be separated from FPL
Group Common Stock. Certificates for the Rights
will not be sent to shareholders and the Rights will
automatically trade with FPL Group Common Stock.
When the Rights become exercisable, under conditions
discussed above, separate certificates representing
the Rights will be distributed and it is expected
that the Rights will begin to trade independently
from FPL Group Common Stock at that time.
35. WHAT ARE THE DETAILS OF THE JUNIOR PREFERRED
STOCK WHICH IS PURCHASABLE UPON EXERCISING THE
RIGHTS?
The following is a summary of certain rights and
privileges of the Junior Preferred Stock. The
summary does not purport to be complete. Reference
is made to the Restated Articles of Incorporation of
FPL Group, as amended.
The Junior Preferred Stock purchasable upon
exercise of the Rights will be subordinate to any
series of FPL Group's Preferred Stock which
specifically states that it is senior. Each share
of the Junior Preferred Stock will be entitled to a
cumulative quarterly dividend in preference to FPL
Group Common Stock at a rate per share equal to the
greater of $10 and 100 times the dividend declared
per share of FPL Group Common Stock for such
quarter. In the event of liquidation of FPL Group,
the holders of the Junior Preferred Stock
will be entitled to receive in preference to FPL
Group Common Stock the greater of $100 per share and
100 times the payment made per share of FPL Group
Common Stock. The Junior Preferred Stock will be
redeemable after June 30, 1996, at FPL Group's
option, in whole or in part, at a redemption price
per share equal to the greater of the per share
purchase price of the Junior Preferred Stock and the
then current market price of a share of Junior
Preferred Stock. Each share of the Junior Preferred
Stock will have 100 votes, voting together with FPL
Group Common Stock. In the event of any merger,
consolidation or other transaction in which shares
of FPL Group Common Stock are exchanged for or
changed into other stock or securities, cash and/or
other property, each share of the Junior Preferred
Stock will be entitled to receive 100 times the
amount and type of consideration received per share
FPL Group Common Stock.
Because of the nature of the Junior Preferred
Stock's dividend, liquidation and voting rights, the
value of the one one-hundredth of a share of the
Junior Preferred Stock purchasable upon exercise of
each Right should approximate the value of one share
of FPL Group Common Stock. To facilitate trading of
such fractional share interests, it is anticipated
that a depositary receipt will be issued for each
one one-hundredth of a share of the Junior Preferred
Stock. Each depositary receipt would be equivalent
to one share of FPL Group Common Stock with respect
to participation in dividends and upon liquidation,
subject to a minimum preferential quarterly dividend
of $.10 and a minimum preferential liquidation
payment of $1.00 per depositary receipt.
36. HOW ARE THE RIGHTS ADJUSTED FOR DILUTION?
The purchase price payable, and the amount of
Junior Preferred Stock or other securities or
property issuable, upon exercise of the Rights is
subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or
a subdivision, combination or reclassification of,
the Junior Preferred Stock, (ii) as a result of the
grant to holders of the Junior Preferred Stock of
certain rights or warrants to subscribe
for the Junior Preferred Stock or convertible
securities at less than the current market price of
the Junior Preferred Stock or (iii) as a result of
the distribution to holders of the Junior Preferred
Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or
dividends payable in the Junior Preferred Stock) or
of subscription rights or warrants (other than those
referred to above). With certain exceptions, no
adjustment in the purchase price will be required
until cumulative adjustments require an
adjustment of at least 1% in the purchase price.
The number of Rights and the amount of Junior
Preferred<PAGE>
<PAGE>
Stock purchasable upon exercise of each Right is
also subject to adjustment in the event of a stock
split, combination or stock dividend on the FPL
Group Common Stock prior to the Distribution Date.
FEDERAL INCOME TAX CONSEQUENCES
a. Except as provided below, the federal income
tax consequences to an individual or a corporate
participant in the Plan may be summarized as
follows:
i. With respect to reinvested cash
dividends used to purchase authorized but
unissued shares of FPL Group Common Stock, a
participant will be treated for federal income
tax purposes as having received dividend income
in an amount equal to the fair market value on
the dividend payment date of the full number of
shares and fractional shares of FPL Group Common
Stock purchased with reinvested dividends. The
basis of the shares so purchased will be equal
to the fair market value of such shares on the
dividend payment date.
ii. With respect to reinvested cash
dividends used by the Agent to purchase shares
for participants on the open market upon
instruction from FPL Group, a participant will
be treated for federal income tax purposes as
having received dividend income in an amount
equal to the cash reinvested plus any brokerage
commissions paid by FPL Group to obtain the
shares. The basis of the shares so purchased
will be equal to the amount treated as a
dividend distribution to the participant.
iii. A participant who purchases FPL Group
Common Stock with optional cash payments will
recognize no taxable income upon such purchases
except to the extent of any brokerage
commissions paid by FPL Group. The basis of
shares purchased in this manner will be the
amount of the optional cash payment plus
brokerage commissions.
iv. The full amount of the dividend income
is taxable to individual taxpayers. Effective
for dividends received or accrued after December
31, 1987, a corporate shareholder is eligible
for a dividends received deduction equal to 70%
of dividends received. However, where the
corporate shareholder owns 20% or more of the
voting power and value of FPL Group's Common
Stock the dividends received deduction is equal
to 80% of the dividends received.
v. A participant's holding period for
shares of FPL Group Common Stock acquired
pursuant to the Plan will begin on the day
following the date the shares are credited to
the participant's account.
vi. A participant will not realize taxable
income as a result of receipt of certificates
for whole shares of FPL Group Common Stock
credited to the participant's account, either
upon the participant's request for those shares
or upon withdrawal from participation or in
termination of the Plan.
vii. A participant will realize gain or
loss when the shares of FPL Group Common Stock
are sold or exchanged, and, in the case of a
fractional share, when the participant receives
a cash payment for a fraction of a share of FPL
Group Common Stock credited to the participant's
account upon termination of participation in or
termination of the Plan. The amount of such
gain or loss will be the difference between the
amount which the participant receives for the
shares or fraction of a share and the tax basis
thereof.
viii. For participants who are subject to
"backup" withholding, the Agent will invest in
shares of FPL Group Common Stock an amount equal
to the dividends less the amount of tax required
to be withheld. Backup withholding, generally,
will apply at a rate of 31% if a participant
(a) fails to furnish his or her Taxpayer
Identification Number (TIN), which for an
individual is his or her social security number,<PAGE>
<PAGE>
(b) furnishes an incorrect TIN, or (c) has been
notified previously by the IRS that he or she has
failed to report properly payments of interest and
dividends.
b. Certain individual participants may have
received during calendar years 1982 through 1985
"qualified reinvested dividends" of up to $750 per
year ($1,500 in the case of a joint return) which
they did not include in gross income. No shares
purchased with reinvested dividends after 1985
qualify for this exclusion. Shares of stock treated
as "qualified reinvested dividends" during the years
1982 through 1985 have a zero tax basis.
In general, when the shares are sold, the gain
realized upon the sale of the shares will be treated
as long term capital gain if the shares were held
for more than one year from the date of acquisition.
For taxable years beginning after 1990, long term
capital gains in the case of individual shareholders
are subject to a maximum tax rate of 28%.
c. The description of the federal income tax
consequences of participation in the Plan assumes
that the Rights are not currently exercisable. The
description is only a summary and does not purport
to be a complete description of all tax consequences
of participation in the Plan. The description may
be affected by future legislation, IRS rulings and
regulations, or court decisions. Accordingly, Plan
participants should consult with their own tax
advisors with respect to the federal, state and
local tax consequences of participation in the Plan.
The taxation of foreign shareholders is
complicated, and, except as noted, is not discussed
in the Prospectus. Accordingly, Plan participants
should consult with their own tax advisors with
respect to federal and foreign tax consequences of
participation in the Plan.
In the case of those foreign holders of shares
of FPL Group Common Stock and/or FPL Preferred
Stock whose dividends are subject to United States
income tax withholding, the Agent will invest in
shares of FPL Group Common Stock an amount equal to
the dividends less the amount of tax required to be
withheld. The quarterly statements confirming
purchases made for foreign participants will
indicate the amount of tax withheld.
Foreign shareholders who check the "Optional
Cash Payments Only" box on the authorization card
will continue to receive cash dividends, less
amounts withheld, on shares registered in their
names as well as on shares credited to their Plan
account in the same manner as if they were not
participating in the Plan. Optional cash payments
received from them must be in United States dollars
and will be invested in the same manner as payments
from other participants.
FPL GROUP COMMON STOCK DIVIDENDS
It is generally the practice of FPL Group to pay
dividends quarterly on the 15th day of March, June,
September and December. The payment of dividends is
within the sole discretion of the Board of
Directors. As a practical matter, the ability of
FPL Group to pay dividends on its Common Stock is
dependent upon dividends paid to it by its
subsidiaries, primarily FPL.
EXPERTS
The consolidated financial statements and the
related financial statement schedules of FPL Group
and its subsidiaries appearing in FPL Group's Annual
Report on Form 10-K incorporated by reference herein
have been audited by Deloitte & Touche LLP,
independent public accountants, as stated in their
report, which is incorporated herein by reference.
All such financial statements and related financial
statement schedules included in FPL Group's Annual
Report on Form 10-K have been so incorporated by
reference herein in reliance upon such report given
upon the authority of that firm as experts in
accounting and auditing.<PAGE>
<PAGE>
LEGAL OPINIONS
The legality of the FPL Group Common Stock and
the Rights to be issued pursuant to the Plan has
been passed upon for FPL Group by Steel Hector &
Davis, West Palm Beach, Florida, counsel to FPL
Group.
INDEMNIFICATION
Section 607.0850 of the Florida Statutes
generally permits FPL Group to indemnify its
directors, officers, employees or other agents who
are subject to any third-party actions because of
their service to FPL Group if such persons acted in
good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of
FPL Group. If the proceeding is a criminal one,
such person must also have had no reasonable cause
to believe his or her conduct was unlawful. In
addition, FPL Group may indemnify its directors,
officers, employees or other agents who are subject
to derivative actions against expenses and amounts
paid in settlement which do not exceed, in the
judgment of the board of directors, the estimated
expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with
the defense or settlement of such proceeding, if
such person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed
to, the best interests of FPL Group. To the extent
that a director, officer, employee or other agent is
successful on the merits or otherwise in defense of
a third-party or derivative action, such person will
be indemnified against expenses actually and
reasonably incurred in connection therewith. This
Section also permits a corporation further to
indemnify such persons by other means unless a
judgment or other final adjudication establishes
that such person's actions or omissions which were
material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to
believe his or her conduct was lawful or had no
reasonable cause to believe it unlawful), (2) a
transaction from which he derived an improper
personal benefit, (3) a transaction in violation of
Florida Statutes Section 607.0834 (unlawful
distributions to shareholders), or (4) willful
misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or
in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in
the right of a shareholder.
Furthermore, Florida Statutes Section 607.0831
provides, in general, that no director shall be
personally liable for monetary damages to FPL Group
or any other person for any statement, vote,
decision, or failure to act, regarding corporate
management or policy, unless: (a) the director
breached or failed to perform his or her duties as a
director; and (b) the director's breach of, or
failure to perform, those duties constitutes (i) a
violation of criminal law, unless the director had
reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or
her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful, (ii) a
transaction from which the director derived an
improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the
liability provisions of Florida Statutes
Section 607.0834 are applicable, (iv) in a
proceeding by or in the right of FPL Group to
procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the
best interest of FPL Group, or willful misconduct,
or (v) in a proceeding by or in the right of someone
other than FPL Group or a shareholder, recklessness
or an act or omission which was committed in bad
faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human
rights, safety, or property. The term
"recklessness," as used above, means the action, or
omission to act, in conscious disregard of a risk:
(a) known, or so obvious that it should have been
known, to the directors; and (b) known to the
director, or so obvious that it should have been
known, to be so great as to make it highly probable
that harm would follow from such action or omission.
FPL Group's Bylaws provide generally that FPL
Group shall, to the fullest extent permitted by law,
indemnify all directors and officers of FPL Group,
directors, officers, or other employees serving as a
fiduciary of an employee benefit plan of FPL Group,
as well as any employees or agents of FPL Group or
other persons serving at the request of FPL Group in
any capacity with any entity or enterprise other
than FPL Group to whom FPL Group has agreed to grant
indemnification (each, an "Indemnified Person") to
the extent that any such person is made a party or
threatened to be made a party or called as a witness
or is otherwise involved in any action, suit, or
proceeding in connection with his or her status as
an Indemnified Person. Such indemnification covers
all expenses incurred by<PAGE>
<PAGE>
any Indemnified Person (including attorney's fees)
and all liabilities and losses (including judgments,
fines, and amounts to be paid in settlement)
incurred thereby in connection with any such action,
suit or proceeding.
In addition, FPL Group carries insurance
permitted by the laws of Florida on behalf of
directors, officers, employees or agents which may
cover, among other things, liabilities under the
Securities Act.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers, and controlling persons of FPL
Group pursuant to the provisions described in the
preceding paragraphs, or otherwise, FPL Group has
been advised that in the opinion of the SEC such
indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by FPL Group of expenses incurred
or paid by a director, officer or controlling person
of FPL Group in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in
connection with the securities being registered, FPL
Group will, unless in the opinion of its counsel the
matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed
by the final adjudication of such issue.<PAGE>
<PAGE>
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . 2
Description of FPL Group . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . 3
Description of the Plan. . . . . . . . 3
Purpose . . . . . . . . . . . . . 3
Advantages. . . . . . . . . . . . 3
Administration. . . . . . . . . . 4
Participation . . . . . . . . . . 4
Costs . . . . . . . . . . . . . . 6
Purchases . . . . . . . . . . . . 6
Optional Cash Payments. . . . . . 7
Reports to Participants . . . . . 8
Crediting of Dividends. . . . . . 8
Certificates for Shares
and Rights . . . . . . . . . . 8
Withdrawal. . . . . . . . . . . . 9
Other Information . . . . . . . . 10
Preferred Share Purchase Rights. . . . 11
Federal Income Tax Consequences. . . . 14
FPL Group Common Stock Dividends . . . 15
Experts. . . . . . . . . . . . . . . . 15
Legal Opinions . . . . . . . . . . . . 16
Indemnification. . . . . . . . . . . . 16
FPL GROUP, INC.
DIVIDEND REINVESTMENT
AND COMMON SHARE
PURCHASE PLAN
COMMON STOCK
($.01 PAR VALUE)
PROSPECTUS
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH AN OFFER MADE BY
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY FPL GROUP OR ANY
OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
FPL GROUP SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of
the securities being registered are:
Filing Fee for SEC Registration . . . . . . . . . $ 48,449
Stock Exchange Listing Fees . . . . . . . . . . . 29,500
Legal and Accounting Fees . . . . . . . . . . . . 40,000
Printing and Mailing Fees . . . . . . . . . . . . 55,000
Fees of Plan Agent (estimated for one year) . . . 94,000
Miscellaneous . . . . . . . . . . . . . . . . . . 10,000
Total . . . . . . . . . . . . . . . . . . . . . . $276,949*
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Statutes generally permits FPL
Group to indemnify its directors, officers, employees or other agents
who are subject to any third-party actions because of their service
to FPL Group if such persons acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests
of FPL Group. If the proceeding is a criminal one, such person must
also have had no reasonable cause to believe his or her conduct was
unlawful. In addition, FPL Group may indemnify its directors,
officers, employees or other agents who are subject to derivative
actions against expenses and amounts paid in settlement which do not
exceed, in the judgment of the board of directors, the estimated
expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of
such proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best
interests of FPL Group. To the extent that a director, officer,
employee or other agent is successful on the merits or otherwise in
defense of a third-party or derivative action, such person will be
indemnified against expenses actually and reasonably incurred in
connection therewith. This Section also permits a corporation
further to indemnify such persons by other means unless a judgment or
other final adjudication establishes that such person's actions or
omissions which were material to the cause of action constitute (1)
a crime (unless such person had reasonable cause to believe his or
her conduct was lawful or had no reasonable cause to believe it
unlawful), (2) a transaction from which he derived an improper
personal benefit, (3) a transaction in violation of Florida Statutes
Section 607.0834 (unlawful distributions to shareholders), or
(4) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.
Furthermore, Florida Statutes Section 607.0831 provides, in
general, that no director shall be personally liable for monetary
damages to FPL Group or any other person for any statement, vote,
decision, or failure to act, regarding corporate management or
policy, unless: (a) the director breached or failed to perform his or
her duties as a director; and (b) the director's breach of, or
failure to perform, those duties constitutes (i) a violation of
criminal law, unless the director had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his
or her conduct was unlawful, (ii) a transaction from which the
director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions
of Florida Statutes Section 607.0834 are applicable, (iv) in a
proceeding by or in the right of FPL Group to procure a judgment in
its favor or by or in the right of a shareholder, conscious disregard
for the best interest of FPL Group, or willful misconduct, or (v) in
a proceeding by or in the right of someone other than FPL Group or a
shareholder, recklessness or an act or omission which was committed
in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.
The term "recklessness," as used above, means the action, or omission
to act, in conscious disregard of a risk: (a) known, or so obvious
that it should have been known, to the directors; and (b) known to the
director, or so obvious that it<PAGE>
<PAGE>
should have been known, to be so great as to make it highly probable
that harm would follow from such action or omission.
FPL Group's Bylaws provide generally that FPL Group shall, to the
fullest extent permitted by law, indemnify all directors and officers
of FPL Group, directors, officers, or other employees serving as a
fiduciary of an employee benefit plan of FPL Group, as well as any
employees or agents of FPL Group or other persons serving at the
request of FPL Group in any capacity with any entity or enterprise
other than FPL Group to whom FPL Group has agreed to grant
indemnification (each, an "Indemnified Person") to the extent that
any such person is made a party or threatened to be made a party or
called as a witness or is otherwise involved in any action, suit, or
proceeding in connection with his or her status as an Indemnified
Person. Such indemnification covers all expenses incurred by any
Indemnified Person (including attorney's fees) and all liabilities
and losses (including judgments, fines, and amounts to be paid in
settlement) incurred thereby in connection with any such action, suit
or proceeding.
In addition, FPL Group carries insurance permitted by the laws of
Florida on behalf of directors, officers, employees or agents which
may cover, among other things, liabilities under the Securities Act.
ITEM 16. EXHIBITS.
Exhibit No.
*4(a) -- Restated Articles of Incorporation of FPL Group dated
December 31, 1984, as amended through December 17,1990
(filed as Exhibit 4(a) to Post-Effective
Amendment No. 5 to Form S-8, File No. 33-18669).
*4(b) -- Bylaws of FPL Group, as amended November 15, 1993
(filed as Exhibit 3(ii) to Form 10-K for the year
ended December 31, 1993, File No. 1-8841).
*4(c) -- Rights Agreement, dated as of June 16, 1986, between
FPL Group and The First National Bank of Boston (filed
as Exhibit 4(e) to Post-Effective Amendment No. 5 to
Form S-8, File No. 33-18669).
5 and 8 -- Opinion of Steel Hector & Davis.
23(a) -- Consent of Deloitte & Touche.
23(b) -- Consent of Steel Hector & Davis (set forth as part of
Exhibit 5 and 8 above).
24 -- Power of Attorney - included on the signature page of
this registration statement.
99 -- Form of Letter to Shareholders.
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;<PAGE>
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended
(Exchange Act) that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering hereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.<PAGE>
<PAGE>
POWER OF ATTORNEY
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE
APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN THIS
REGISTRATION STATEMENT, AND EACH OF THEM SEVERALLY, AS HIS ATTORNEY-
IN-FACT TO SIGN IN HIS NAME AND BEHALF, IN ANY AND ALL CAPACITIES
STATED BELOW AND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION,
ANY AND ALL AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS
REGISTRATION STATEMENT, AND THE REGISTRANT HEREBY ALSO APPOINTS EACH
SUCH AGENT FOR SERVICE AS ITS ATTORNEY-IN-FACT WITH LIKE AUTHORITY TO
SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS 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 14TH DAY OF DECEMBER, 1994.
FPL GROUP, INC.
BY: /S/ JAMES L. BROADHEAD
JAMES L. BROADHEAD, CHAIRMAN OF
THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
/s/ K. MICHAEL DAVIS Controller and
K. Michael Davis Chief Accounting
(Principal Accounting Officer) Officer
/s/ PAUL J. EVANSON Vice President, Finance
Paul J. Evanson and Chief Financial
(Principal Financial Officer) Officer
/s/ H. JESSE ARNELLE Director December 14, 1994
H. Jesse Arnelle
/s/ ROBERT M. BEALL, II Director
Robert M. Beall, II
/s/ DAVID BLUMBERG Director
David Blumberg<PAGE>
<PAGE>
Signature Title Date
/s/ J. HYATT BROWN Director
J. Hyatt Brown
/s/ MARSHALL M. CRISER Director
Marshall M. Criser
/s/ JEAN MCARTHUR DAVIS Director
Jean McArthur Davis
/s/ B. F. DOLAN Director December 14, 1994
B. F. Dolan
/s/ WILLARD D. DOVER Director
Willard D. Dover
/s/ STEPHEN E. FRANK Director
Stephen E. Frank
/s/ DREW LEWIS Director
Drew Lewis
Frederic V. Malek Director
/s/ PAUL R. TREGURTHA Director
Paul R. Tregurtha
/s/ ARMANDO M. CODINA Director
Armando M. Codina
EXHIBIT 5
(Steel Hector & Davis Opinion)
December 14, 1994
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
Gentlemen:
As counsel for FPL Group, Inc., a Florida corporation ("FPL
Group"), we have participated in the preparation of a registration
statement on Form S-3 to be filed by FPL Group with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
on or about the date hereof (the "Registration Statement") in
connection with FPL Group's Dividend Reinvestment and Common Share
Purchase Plan (the "Plan"). The Registration Statement registers
4,000,000 shares (the "Shares") of FPL Group Common Stock, $.01 par
value (the "Common Stock") and the Preferred Share Purchase Rights
attached thereto (the "Rights").
In connection therewith, we have examined FPL Group's Restated
Articles of Incorporation and FPL Group's By-laws, each as amended to
the date hereof; the Rights Agreement dated as of June 16, 1986
between FPL Group and The First National Bank of Boston (the "Rights
Agreement"), providing for the issuance of the Rights; resolutions
adopted by the Board of Directors of FPL Group on June 16, 1986
providing, among other things, for distribution of the Rights and
approving the Rights Agreement; and such other corporate documents
and records, certificates of public officials and questions of law as
we deemed necessary or appropriate for the purposes of this opinion.
We have also reviewed the relevant statutory provisions of the
Florida Business Corporation Act, such other legal authority in
Florida as we have deemed relevant and, as the issuance of the Rights
would, if challenged, present as to a Florida corporation a case of
first impression in the courts of Florida and because the issuance of
interests such as the Rights has to our knowledge yet to be the
subject of any reported appellate opinion of a Florida court, we have
reviewed certain case law with respect to the distribution of such
rights in other jurisdictions.
For purposes of the opinion related to the Rights expressed
herein, we have assumed (1) that FPL Group has sufficient authorized
but unissued shares of preferred stock to provide fully for the
exercise of the Rights without amendment of FPL Group's Restated
Articles of Incorporation to increase the number of authorized but
unissued shares of preferred stock, (2) that no member of the Board
of Directors of FPL Group has any personal interest therein (except
for an interest arising solely from ownership of FPL Group Common
Stock) and (3) that in approving the Rights Agreement and the
transactions provided for therein, each member of the Board of
Directors has discharged his duties in the good faith exercise of his
business judgment, in a manner he reasonably believed to be in the
best interest of FPL Group and its shareholders and with such care as
an ordinarily prudent person in a like position would use under
similar circumstances, and that he did not act solely or primarily to
perpetuate his office. Nothing has come to our attention that would
lead us to believe that we are not justified in relying on such
assumptions.
Based on the foregoing, we advise you that:
I.
The Shares of Common Stock, when sold as contemplated
by the Registration Statement, will be validly issued, fully
paid and non-assessable.
II.
The Rights, when issued as contemplated by the
Registration Statement, will be validly issued.<PAGE>
<PAGE>
The foregoing opinions are rendered subject to the qualification
that we are members of the Florida Bar and the foregoing opinions are
limited to the laws of the State of Florida and the federal laws of
the United States insofar as they bear on the matters covered hereby.
We further advise you that the statements made in the Prospectus
contained in the Registration Statement under the caption "Federal
Income Tax Consequences" constitute an accurate general description
of certain federal income tax consequences to participants in the
Plan.
We hereby consent to the filing of this opinion as Exhibits 5 and
8 to the Registration Statement. We also consent to the reference to
us in the Prospectus contained therein under the caption "Legal
Opinions".
Very truly yours,
Steel Hector & Davis
EXHIBIT 8
(Steel Hector & Davis Opinion)
December 14, 1994
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
Gentlemen:
As counsel for FPL Group, Inc., a Florida corporation ("FPL
Group"), we have participated in the preparation of a registration
statement on Form S-3 to be filed by FPL Group with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
on or about the date hereof (the "Registration Statement") in
connection with FPL Group's Dividend Reinvestment and Common Share
Purchase Plan (the "Plan"). The Registration Statement registers
4,000,000 shares (the "Shares") of FPL Group Common Stock, $.01 par
value (the "Common Stock") and the Preferred Share Purchase Rights
attached thereto (the "Rights").
In connection therewith, we have examined FPL Group's Restated
Articles of Incorporation and FPL Group's By-laws, each as amended to
the date hereof; the Rights Agreement dated as of June 16, 1986
between FPL Group and The First National Bank of Boston (the "Rights
Agreement"), providing for the issuance of the Rights; resolutions
adopted by the Board of Directors of FPL Group on June 16, 1986
providing, among other things, for distribution of the Rights and
approving the Rights Agreement; and such other corporate documents
and records, certificates of public officials and questions of law as
we deemed necessary or appropriate for the purposes of this opinion.
We have also reviewed the relevant statutory provisions of the
Florida Business Corporation Act, such other legal authority in
Florida as we have deemed relevant and, as the issuance of the Rights
would, if challenged, present as to a Florida corporation a case of
first impression in the courts of Florida and because the issuance of
interests such as the Rights has to our knowledge yet to be the
subject of any reported appellate opinion of a Florida court, we have
reviewed certain case law with respect to the distribution of such
rights in other jurisdictions.
For purposes of the opinion related to the Rights expressed
herein, we have assumed (1) that FPL Group has sufficient authorized
but unissued shares of preferred stock to provide fully for the
exercise of the Rights without amendment of FPL Group's Restated
Articles of Incorporation to increase the number of authorized but
unissued shares of preferred stock, (2) that no member of the Board
of Directors of FPL Group has any personal interest therein (except
for an interest arising solely from ownership of FPL Group Common
Stock) and (3) that in approving the Rights Agreement and the
transactions provided for therein, each member of the Board of
Directors has discharged his duties in the good faith exercise of his
business judgment, in a manner he reasonably believed to be in the
best interest of FPL Group and its shareholders and with such care as
an ordinarily prudent person in a like position would use under
similar circumstances, and that he did not act solely or primarily to
perpetuate his office. Nothing has come to our attention that would
lead us to believe that we are not justified in relying on such
assumptions.
Based on the foregoing, we advise you that:
I.
The Shares of Common Stock, when sold as contemplated
by the Registration Statement, will be validly issued, fully
paid and non-assessable.
II.
The Rights, when issued as contemplated by the
Registration Statement, will be validly issued.<PAGE>
<PAGE>
The foregoing opinions are rendered subject to the qualification
that we are members of the Florida Bar and the foregoing opinions are
limited to the laws of the State of Florida and the federal laws of
the United States insofar as they bear on the matters covered hereby.
We further advise you that the statements made in the Prospectus
contained in the Registration Statement under the caption "Federal
Income Tax Consequences" constitute an accurate general description
of certain federal income tax consequences to participants in the
Plan.
We hereby consent to the filing of this opinion as Exhibits 5 and
8 to the Registration Statement. We also consent to the reference to
us in the Prospectus contained therein under the caption "Legal
Opinions".
Very truly yours,
Steel Hector & Davis
INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23(a)
We consent to the incorporation by reference in this Registration
Statement of FPL Group, Inc. on Form S-3 of our report dated February
11, 1994 appearing in FPL Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1993 and to the reference to us under
the heading "Experts" in the Prospectus which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Miami, Florida
December 14, 1994
FPL GROUP, INC.
P.O. BOX 14000
JUNO BEACH, FLORIDA 33408
December , 1994 EXHIBIT 99
Dear Shareholder:
Enclosed is a new prospectus (Prospectus) for the Dividend
Reinvestment and Common Share Purchase Plan of FPL Group, Inc.
(Plan). This Prospectus replaces the Plan prospectus dated June 29,
1992 and was prepared in connection with the registration with the
Securities and Exchange Commission of additional shares of common
stock of FPL Group, Inc. for distribution under the provisions of the
Plan.
Although the substantive terms of the Plan have not been amended
since 1992, the Prospectus has been revised to reflect changes in the
law and changes relating to administrative matters. You should
therefore read the entire Prospectus carefully. It is suggested that
this Prospectus be retained for future reference.
Participants who are already enrolled in the Plan will continue
to participate in the Plan without any further action on their part.
However, if you wish to make changes to your method of participation
or if you wish to enroll in the Plan, please call The Bank of Boston
at 1-800-736-3001.
We would like to emphasize that participation in the Plan is
entirely voluntary. We value you as a shareholder and are pleased
that we can offer this service to you.
Sincerely,
Enclosure
