FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
_______________________________
FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2449419
(State of Incorporation or Organization)(I.R.S. Employer Identification No.)
700 Universe Boulevard
Juno Beach, Florida 33408
(Address of principal executive offices, including zip code)
_______________________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
_______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
_______________________________
The Commission is respectfully requested to send copies of all
notices, orders and communications to:
DENNIS P. COYLE
General Counsel and Secretary
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4644<PAGE>
Item 1. Description of Registrant s Securities to be Registered.
On June 17, 1996, the Board of Directors of FPL Group, Inc. (the
Company ) declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value
$.01 per share (the Common Shares"), of the Company. The dividend
is payable on July 1, 1996 (the Record Date") to the shareholders of
record on that date. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, $.01 par value (the "Preferred
Shares ), of the Company at a price of $120 per one one-hundredth of
a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement ) between the Company and The First
National Bank of Boston, as Rights Agent (the "Rights Agent") dated
as of July 1, 1996.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") have acquired beneficial ownership of
10% or more of the outstanding Common Shares or (ii) 10 business days
(or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of the outstanding
Common Shares (the earlier of such dates being called the
Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of a Summary of
Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date
upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date, even without such notation
or a copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 30, 2006 (the Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights
are 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 Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will be
redeemable after June 30, 2006, at the Company's option, as a whole
or in part at a redemption price per share equal to the greater of
the Purchase Price of a Preferred Share and the then current market
price of a Preferred Share. Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment equal to the
greater of (a) $10 per share and (b) 100 times the dividend declared
per Common Share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to a minimum preferential
liquidation payment equal to the greater of (a) $100 per share and
(b) 100 times the liquidation distribution made to each Common Share.
Each Preferred Share will have 100 votes. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share. These rights are
protected by customary antidilution provisions. The Company has the
right to issue other preferred stock ranking prior to the Preferred
Shares with respect to dividend and liquidation preferences.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become
an Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company which
at the time of such transaction will have a market value of two times
the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring
Person, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional Preferred Shares will
be issued (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of
exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or
more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (the Redemption Price"). The redemption of the
Rights may be made effective at such time on such basis with such
conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, except
that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement (and the exhibits thereto) has been
filed by the Registrant on Form 8-K dated June 17, 1996 and is hereby
incorporated herein by reference. This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement. A copy of the
Company's press release, dated June 17, 1996, announcing the
declaration of the Rights is attached hereto as an exhibit and is
incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
*1 Articles of Amendment to the Restated Articles of
Incorporation of FPL Group, Inc. Amending and Restating the
Statement of Resolution Establishing the Series A Junior
Participating Preferred Stock of FPL Group, Inc. (included as
Exhibit C to the Rights Agreement filed herein as Exhibit 3)
*2 Form of Rights Certificate (included as Exhibit A to the
Rights Agreement filed herein as Exhibit 3)
*3 Rights Agreement dated as of July 1, 1996 between FPL Group,
Inc. and The First National Bank of Boston, as Rights Agent
4 Press Release dated June 17, 1996
______________
* Incorporated herein by reference from Form 8-K of the Registrant
(File No. 1-8841) dated June 17, 1996.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto
duly authorized.
FPL GROUP, INC.
Dated: June 20, 1996
By: /s/Dilek Samil
Name: Dilek Samil
Title: Treasurer<PAGE>
EXHIBIT INDEX
Exhibit Description Page
*1 Articles of Amendment to the Restated Articles of
Incorporation of FPL Group, Inc. Amending and
Restating the Statement of Resolution Establishing the
Series A Junior Participating Preferred Stock of
FPL Group, Inc. (included as Exhibit C to
the Rights Agreement filed herein as Exhibit 3)
*2 Form of Rights Certificate (included as Exhibit A to
the Rights Agreement filed herein as Exhibit 3)
*3 Rights Agreement dated as of July 1, 1996 between
FPL Group, Inc. and The First National Bank of Boston,
as Rights Agent
4 Press Release dated June 17, 1996
______________
* Incorporated herein by reference from Form 8-K of the Registrant
(File No. 1-8841) dated June 17, 1996.
<PAGE>
FPL Group, Inc.
Corporate Communications Department
Media Line: (305) 552-3888
Contact: Bill Swank
June 17, 1996
FOR IMMEDIATE RELEASE
FPL GROUP ADOPTS SHAREHOLDER RIGHTS PLAN
JUNO BEACH, Fla. -- FPL Group, Inc. (NYSE:FPL) today announced that
it has adopted a Shareholder Rights Plan to become effective July 1,
1996, replacing a similar plan adopted in 1986. Under the new plan,
the company is granting one Right per share of common stock payable
to shareholders of record at the close of business on July 1, 1996.
The Rights will expire on June 30, 2006, unless extended or redeemed.
"The Rights are designed to assure that all shareholders
receive fair and equal treatment in the event of any proposed
takeover of the company," James L. Broadhead, chairman and chief
executive officer of FPL Group, said "and to guard against partial
tender offers, squeeze-outs, and other abusive tactics to gain
control of the company without paying all shareholders a fair price."
Mr. Broadhead said the Rights will not prevent a takeover but
should encourage anyone seeking to acquire the company to negotiate
with the board of directors prior to attempting a takeover. He said
the board of directors is not currently aware of any individual or
group that is seeking to acquire control of the company.
The Rights will be exercisable only if a person or group
acquires 10 percent or more of FPL Group's common stock or announces
a tender offer that would result in ownership by a person or group of
10 percent or more of the company's common stock. Each Right will
entitle shareholders to buy one one-hundredth of a share of the
company's currently existing Series A Junior Participating Preferred
Stock at an exercise price of $120. Prior to the acquisition by a
person or group of beneficial ownership of 10 percent or more of the
company's common stock, the board of directors at its option, may
redeem the Rights for one cent per Right.
If a person or group acquires 10 percent or more of the
company's common stock, each Right will entitle its holder to
purchase, at the Right's then current exercise price, a number of the
company's common shares having a market value of twice such price.
If the company is acquired in a merger or other business combination
transaction after a person has acquired 10 percent or more of the
company's outstanding common stock, each Right will entitle its
holder to purchase, at the Right's then current exercise price, a
number of the acquiring company's common shares having a market value
of twice such price.
Following the acquisition by a person or group of beneficial
ownership of 10 percent or more of the Company's common stock and
prior to the acquisition of 50 percent or more of the common stock,
the board of directors may exchange the Rights, in whole or in part,
at an exchange ratio of one share of common stock, or one one-
hundredth of a share of preferred stock, per Right.
A summary of the Shareholder Rights Plan will be mailed to all
FPL Group shareholders in the near future, Mr. Broadhead added.
FPL Group, Inc. is a holding company. Its principal
subsidiary is Florida Power & Light Company, one of the largest
electric utilities in the nation.
