SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
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
(561) 694-4644
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive office)
Employee Thrift and Retirement Savings Plan for Bargaining
Unit Employees of Florida Power & Light Company
(Full Title of Plan)
Dennis P. Coyle
General Counsel and Secretary
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4644
Jeffrey I. Mullens, P.A.
Steel Hector & Davis LLP
1900 Phillips Point West
777 South Flagler Drive
West Palm Beach, Florida 33401-6198
(561) 650-7257
Robert J. Reger, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019-4097
(212) 603-2000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Denise A. Gordon, Esq.
Steel Hector & Davis LLP
1900 Phillips Point West, 777 South Flagler Drive
West Palm Beach, Florida 33401-6198
(561) 650-7273
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED <F5> PER UNIT <F1> OFFERING PRICE <F1> FEE
<C> <C> <C> <C> <C>
<C>
Common Stock, $.01 Par Value 1,000,000 (F2) $46.4375 $46,437,500.00 $14,071.97 (F4)
Preferred Share Purchase Rights 1,000,000 (F3)
<FN>
<F1>
Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended (the "Securities Act"), based upon the average of the
high and low sale prices of such Common Stock on June 30, 1997 on
the New York Stock Exchange Composite Tape.
<F2>
This Registration Statement also relates to such indeterminate
number of additional shares of Common Stock of the Registrant as
may be issuable as a result of stock splits, stock dividends,
recapitalizations, mergers, reorganizations, combinations or
exchange of shares or other similar events.
<F3>
The Preferred Share Purchase Rights (the "Rights") are attached
to and will trade with the Common Stock. The value attributable
to the Rights, if any, is reflected in the market price of the
Common Stock.
<F4>
Since no separate consideration is paid for the Rights, the
registration fee for such securities is included in the
registration fee for the Common Stock.
<F5>
In addition, pursuant to Rule 416(c) under the Securities Act,
this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the Employee
Thrift and Retirement Savings Plan for Bargaining Unit Employees
of Florida Power & Light Company.
</FN>
</TABLE>
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS
RELATING TO THIS REGISTRATION STATEMENT WILL BE USED AS A COMBINED
PROSPECTUS IN CONNECTION WITH THIS REGISTRATION STATEMENT AND
REGISTRATION STATEMENT NO. 33-33215.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT AND RULES 456 AND
462 PROMULGATED THEREUNDER.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Commission.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by FPL Group, Inc. (the
"Registrant") or the Employee Thrift and Retirement Savings Plan for
Bargaining Unit Employees of Florida Power & Light Company (the "Plan") with
the Commission are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K (Commission File No. 1-8841)
for the fiscal year ended December 31, 1996.
2. The Registrant's Quarterly Report on Form 10-Q (Commission File
No. 1-8841) for the quarterly period ended March 31, 1997.
3. The Plan's Annual Report on Form 11-K (Commission File No. 1-8841) for
the year ended December 31, 1996.
4. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the report referred
to in (1) above.
5. The description of the Registrant's Common Stock to be offered pursuant to
the Plan which is contained in its Registration Statement on Form 8-B
filed with the Commission on December 31, 1984, including all amendments
and reports filed for the purpose of updating such description.
6. The description of the Rights contained in Item 1 of the Registration
Statement on Form 8-A filed with the Commission on June 20, 1996,
including all amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant or the Plan pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration
<PAGE>
Statement, 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Statutes generally permits the Registrant
to indemnify its directors, officers, employees or other agents who are
subject to any third-party actions because of their service to the Registrant
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 the
Registrant. If the proceeding is a criminal one, such person must
also have had no reasonable cause to believe his conduct was
unlawful. In addition, the Registrant 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 the Registrant. 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 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 the Registrant 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 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
conduct was lawful or had no reasonable cause to believe his 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 the Registrant to procure a judgment in its favor or by or
in the right of a shareholder, conscious disregard for the best
interest of the Registrant, or willful misconduct, or (v) in a
proceeding by or in the right of someone other than the Registrant 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.
The Registrant's Bylaws provide generally that the Registrant shall, to the
fullest extent permitted by law, indemnify all directors and officers of the
Registrant, directors, officers, or other employees serving as a fiduciary
of an employee benefit plan of the Registrant, as well as any employees or
agents of the Registrant or other persons serving at the request of the
Registrant in any capacity with any entity or enterprise other than
the Registrant to
<PAGE>
whom the Registrant 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 status as
an Indemnified Person. Such indemnification covers all expenses incurred
by any Indemnified Person (including attorneys' 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, the Registrant 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) * 4(a) Restated Articles of Incorporation of the Registrant dated
December 31, 1984, as amended through December 17, 1990
(filed on July 16, 1993 as Exhibit 4(a) to Post-Effective
Amendment No. 5 to Form S-8 , Registration No. 33-18669).
* 4(b) Amendment to the Registrant's Restated Articles of Incorporation
dated June 27, 1996 (filed as Exhibit 3 to Form 10-Q for the
quarter ended June 30, 1996, Commission File No. 1-8841).
* 4(c) Bylaws of the Registrant, as amended November 15, 1993 (filed as
Exhibit 3(ii) to Form 10-K for the fiscal year ended
December 31, 1993, Commission File No. 1-8841).
* 4(d) Rights Agreement, dated as of July 1, 1996, between the
Registrant and The First National Bank of Boston (filed as
Exhibit 4 to Form 8-K, dated June 17, 1996, Commission
File No. 1-8841).
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Steel Hector & Davis LLP is included in Exhibit 5
to this Registration Statement.
24 Power of Attorney (included on signature pages of this
Registration Statement).
* Incorporated by reference as indicated.
(b) The Registrant has submitted the Plan and will submit or has submitted
any amendment thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
Item 9. 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;
<PAGE>
(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;
provided, however, that the Registrant need not file a post-effective
amendment to include the information required to be included by
subsection (i) or (ii) if the Registration Statement is on Form S-8
or Form S-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the 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 thereof.
(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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission 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 the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant 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, the Registrant 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>
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
on his behalf, in any and all capacities stated below and to file with the
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 on its behalf.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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, State of Florida, on
this 16th day of June, 1997.
FPL GROUP, INC.
By: /s/ JAMES L. BROADHEAD
James L. Broadhead
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
/s/ JAMES L. BROADHEAD Chairman of the Board, President June 16, 1997
James L. Broadhead and Chief Executive Officer
(Principal Executive Officer
and Director)
/s/ K. MICHAEL DAVIS Controller and Chief Accounting
K. Michael Davis Officer (Principal Accounting
Officer)
/s/ MICHAEL W. YACKIRA Vice President, Finance and
Michael W. Yackira Chief Financial Officer
(Principal Financial Officer)
/s/ H. JESSE ARNELLE Directors
H. Jesse Arnelle
/s/ ROBERT M. BEALL, II
Robert M. Beall, II
<PAGE>
Signature Title Date
/s/ J. HYATT BROWN Directors June 16, 1997
J. Hyatt Brown
/s/ LYNNE V. CHENEY
Lynne V. Cheney
/s/ ARMANDO M. CODINA
Armando M. Codina
/s/ MARSHALL M. CRISER
Marshall M. Criser
/s/ B. F. DOLAN
B. F. Dolan
/s/ WILLARD D. DOVER
Willard D. Dover
/s/ ALEXANDER W. DREYFOOS JR.
Alexander W. Dreyfoos Jr.
/s/ PAUL J. EVANSON
Paul J. Evanson
/s/ DREW LEWIS
Drew Lewis
/s/ FREDERIC V. MALEK
Frederic V. Malek
/s/ PAUL R. TREGURTHA
Paul R. Tregurtha
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Juno Beach, State of Florida, on
this 16th day of June, 1997.
Employee Thrift and Retirement Savings Plan for
Bargaining Unit Employees of Florida Power & Light Company
By: Employee Benefits Plan Administrative Committee
By: /s/ J. K. PETERSON
J. K. Peterson
Chairman
<PAGE>
EXHIBIT INDEX
Exhibit
No. Sequential
5 Opinion of Steel Hector & Davis LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Steel Hector & Davis LLP is included in Exhibit 5
24 Power of Attorney (included on signature pages of this
Registration Statement)
<PAGE>
Exhibit 5
(Steel Hector & Davis LLP Opinion)
July 2, 1997
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-8 to be filed by FPL Group with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), on or about the date hereof in
connection with the Employee Thrift and Retirement Savings Plan for
Bargaining Unit Employees of Florida Power & Light Company (the
"Plan"). The Registration Statement registers 1,000,000 shares (the
"Shares") of FPL Group Common Stock, $.01 par value (the "Common
Stock"), and the Preferred Share Purchase Rights attached thereto
(the "Rights"). This opinion is given with respect to the Shares to
the extent they are newly-issued shares of Common Stock.
In connection therewith, we have examined FPL Group's Restated
Articles of Incorporation and FPL Group's Bylaws, each as amended to
the date hereof; the Rights Agreement dated as of July 1, 1996
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 17, 1996
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:
1. The Shares of Common Stock, when sold as contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
2. The Rights, when issued as contemplated by the Registration Statement,
will be validly issued.
The foregoing opinions are rendered subject to the qualification that
we are members of the Florida Bar. 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 hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ STEEL HECTOR & DAVIS LLP
STEEL HECTOR & DAVIS LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of FPL Group, Inc. on Form S-8 of our report dated
February 14, 1997 appearing in FPL Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996 and our report dated
June 20, 1997 appearing in Employee Thrift and Retirement Savings
Plan for Bargaining Unit Employees of Florida Power & Light Company
Form 11-K for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Miami, Florida
June 27, 1997
