4,939,768 SHARES Filed pursuant to Rule 424(b)(3)
FPL GROUP, INC. Registration Statement No. 33-56869
COMMON STOCK, $.01 PAR VALUE
DIVIDEND REINVESTMENT AND COMMON SHARE PURCHASE PLAN
This prospectus supplement No. 1 (the
"Prospectus Supplement") amends the prospectus
relating to the Dividend Reinvestment and Common
Share Purchase Plan of FPL Group, Inc. dated
December 15, 1994 (the "Prospectus") and should be
read in conjunction therewith.
The section in the Prospectus entitled
"PREFERRED SHARE PURCHASE RIGHTS" (including
questions 30 through 36 contained therein) is
replaced in its entirety by the following:
PREFERRED SHARE PURCHASE RIGHTS
In June 1986, the Board declared a dividend of
preferred share purchase rights which had a ten year
term. In preparation for the expiration of the 1986
rights, on June 17, 1996 the Board declared a
dividend of one preferred share purchase right (a
"Right") for each share of FPL Group Common
Stock outstanding on July 1, 1996. 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, 2006 (unless earlier
redeemed). Reference is made to the Rights
Agreement, dated as of July 1, 1996, 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 all 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 10% or
more of FPL Group Common Stock or (ii) the tenth
business
The date of this Prospectus Supplement is August 27, 1996.<PAGE>
<PAGE>
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 10% 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
$120 per one one-hundredth of a share of Junior
Preferred Stock, 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 $60, the holder of each
Right would be entitled to receive four shares of
the acquiring company's common stock for $120, i.e,
at a 50% discount. Alternatively, if a person or
group acquires beneficial ownership of 10% or more
of FPL Group Common Stock, each Right not owned by
the acquiror would become exercisable for the number
of shares of FPL Group Common Stock which at that
time have a market value of two times the exercise
price of the Right.
If a person or group acquires 50% or more of FPL
Group Common Stock, the Board of Directors of FPL
Group may exchange the Rights (other than the Rights
owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of
one share of Common Stock (or one one-hundredth of a
share of Junior Preferred Stock) per Right (subject
to adjustment).
32. WILL THE RIGHTS PREVENT ALL POSSIBLE TAKEOVERS,
EVEN ONES BENEFICIAL TO THE SHAREHOLDERS?
No. The Rights may be redeemed by FPL Group at
$.01 per Right prior to the time any person or
group has acquired beneficial ownership of 10% 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 a takeover of FPL
Group and will not do so.
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, will 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.
34. CAN THE RIGHTS BE SOLD OR TRANSFERRED?
Initially, the Rights, which were allocated on
July 1, 1996 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.
<PAGE>
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 liquidation distribution made per
share of FPL Group Common Stock. The Junior
Preferred Stock will be redeemable after June 30,2006,
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 of consideration received per
share of 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. No fractional shares of
Junior Preferred Stock will be issued (other than
fractions which are integral multiples of one one-
hundredth of a share of Preferred Stock, which may,
at the election of FPL Group, be evidenced by
depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market
price of the Junior Preferred Stock on the last
trading day prior to the date of exercise.
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 then-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 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.
