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)
FPL GROUP, INC. NON-EMPLOYEE DIRECTORS STOCK PLAN
(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)
Copies to:
DENISE A. GORDON, ESQ.
STEEL HECTOR & DAVIS LLP
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401-6198
[C]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<C> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (F1) OFFERING PRICE (F1) FEE
Common Stock, $.01 par value 300,000 (F2) $46.125 $13,837,500 $4,193.18
Preferred Share Purchase Rights 300,000 (F3) (4)
<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 May 8, 1997 on the New York Stock
Exchange Composite Tape.
<F2>
This Registration Statement also relates to such indeterminate number of
additional Common Shares 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.
</FN>
</TABLE>
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.
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") 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. 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.
4. 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 SEC on December 31, 1984, including all amendments
and reports filed for the purpose of updating such description.
5. The description of the preferred share purchase rights contained
in Item 1 of the Registration Statement on Form 8-A filed with the SEC on
June 20, 1996, including all amendments or reports filed for the purpose of
updating such description.
All documents filed by the Registrant 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 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.
<PAGE>
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 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
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, 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 FPL Group 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 FPL Group's Restated Articles of
Incorporation dated June 27, 1996 (filed as Exhibit 3
to Form 10-Q for the quarter ended June 30, 1996, file
No. 1-8841).
*4(c) Bylaws of FPL Group dated November 15, 1993 (filed as
Exhibit 3(ii) to Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8841).
*4(d) Rights Agreement, dated as of July 1, 1996, between
FPL Group and The First National Bank of Boston
(filed as Exhibit 4 to Form 8-K dated June 17, 1996,
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).
99 FPL Group, Inc. Non-Employee Directors Stock Plan.
* Incorporated by reference as indicated.
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;
(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 12th day of May, 1997.
FPL GROUP, INC.
By: /s/ JAMES L. BROADHEAD
James L. Broadhead
Chairman of the Board, President
and Chief Executive Officer
[continued on next page]<PAGE>
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
Chairman of the Board, May 12, 1997
/s/ JAMES L. BROADHEAD President and Chief Executive
James L. Broadhead 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
/s/ J. HYATT BROWN
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>
EXHIBIT INDEX
Exhibit
No.
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)
99 FPL Group, Inc. Non-Employee Directors Stock Plan
Exhibit 5
May 12, 1997
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
Ladies and 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 FPL Group, Inc. Non-
Employee Directors Stock Plan (the "Plan"). The Registration Statement
registers 300,000 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, because 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.
<PAGE>
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 further advise you that the statements made in the Prospectus
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 Exhibit 5 to the
Registration Statement. We also consent to the reference to us in the
Prospectus under the caption "Legal Matters."
Very truly yours,
/s/ STEEL HECTOR & DAVIS LLP
STEEL HECTOR & DAVIS LLP
DAG/TGO
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 to the reference to us under the heading "Experts" in
the Prospectus relating to the FPL Group, Inc. Non-Employee Directors Stock
Plan.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Miami, Florida
May 13, 1997
FPL GROUP, INC.
NON-EMPLOYEE DIRECTORS STOCK PLAN
Section 1. Purpose.
The purpose of the FPL Group, Inc. Non-Employee Directors
Stock Plan (the "Plan") is to further strengthen the alignment of
interests between members of the Board of Directors (the "Board") of
FPL Group, Inc. (the "Corporation") who are not employees of the
Corporation (the "Non-Employee Directors") and the Corporation's
shareholders through the increased ownership by Non-Employee
Directors of shares of the Corporation's common stock ("Common
Stock").
Section 2. Eligibility and Participation.
Participation in the Plan shall be limited to Non-Employee
Directors.
The Board of Directors or the Committee (as defined in
Section 6 hereof) may direct that all or a portion of a Non-Employee
Director's future compensation for services as a member of the Board
be paid in shares of Common Stock.
Additionally, a Non-Employee Director may elect to receive
all or a portion of his or her future compensation for services as a
member of the Board in shares of Common Stock.
Compensation for services as a member of the Board shall
include, without limitation, the annual retainer, any committee
chairperson retainer and any fees for attendance at meetings of the
Board and its committees.
A Non-Employee Director may elect to receive compensation in
shares of Common Stock by providing the Corporation with written
notice of his or her election specifying the portion and components
of his or her future compensation for services as a member of the
Board that he or she wishes to receive in shares of Common Stock.
This notice shall be effective when received by the Corporation
unless, in the opinion of counsel for the Corporation, such an
effective date would adversely impact the availability of the
exemption from Section 16(b) of the Act provided by Rule 16b-3 for
any of the Non-Employee Director's acquisitions of Common Stock under
the Plan, in which event the election shall be effective at the
earliest date that will not adversely impact the availability of such
exemption.
A Non-Employee Director may revoke or change any election at
any time by means of a subsequent election in writing if, in the
opinion of counsel for the Corporation, such a subsequent election
would not adversely impact the availability of the exemption from
Section 16(b) of the Act provided by Rule 16b-3 for any of the Non-
Employee Director's acquisitions of Common Stock under the Plan.
Section 3. Awards to New Directors.
The Board of Directors or the Committee may make a one-time
award of shares of Common Stock to Non-Employee Directors who are
first elected to the Board after January 1, 1997. Any such award
shall be made within six months after such Non-Employee Director is
first elected to the Board. The value of such shares, determined on
the basis described in Section 5 hereof, shall not exceed 100% of the
then-current annual retainer for Non-Employee Directors. Such shares
of Common Stock may not be sold or transferred by the recipient so
long as he or she remains a Director and shall be forfeited if,
within five years after the date of his or her initial election, he
or she ceases to be a Director for any reason other than death,
disability or attainment of the Board's mandatory retirement age.
Section 4. Common Stock Subject to the Plan.
The total number of shares of Common Stock reserved and
available for distribution under the Plan shall be 300,000, subject
to adjustment as herein provided. Common Stock issued under the Plan
may be either authorized and unissued shares or shares purchased in
the open market.
In the event of any merger, reorganization, consolidation,
recapitalization, Common Stock dividend, Common Stock split or other
change in corporate structure affecting the Common Stock, the
Committee, in its sole discretion, shall make such modifications,
substitutions or adjustments as it deems necessary to reflect such
change so as to prevent the dilution or enlargement of rights,
including, but not limited to, modifications, substitutions or
adjustments in the aggregate number of shares reserved for issuance
under the Plan.
Section 5. Issuance of Shares.
The number of shares to be received by a Non-Employee
Director under the Plan shall be based on the closing price of the
Common Stock on the New York Stock Exchange ("NYSE") on the date the
Non-Employee Director's fees for serving as a member of the Board
would otherwise have been paid or, if there is no such closing price
on such day, at the closing price of the Common Stock on the NYSE on
the next preceding business day. For one-time awards to Non-Employee
Directors who are first elected to the Board after January 1, 1997,
the applicable price shall be the closing price of the Common Stock
on the NYSE on the business day next preceding the date of his or her
initial election to the Board.
All shares issued under the Plan, including fractional
shares, shall be held in a book-entry account with the Corporation's
transfer agent unless the Committee designates another person to act
in that capacity. Non-Employee Directors may in the alternative
elect to receive a stock certificate representing the number of whole
shares acquired by notifying the Corporate Secretary of the
Corporation in writing. The Corporation will make a cash payment to
the Non-Employee Director for any fractional share at a price equal
to the closing price of the Common Stock on the NYSE on the date the
election to receive a stock certificate is received by the Corporate
Secretary (or, if there is no closing price of the Common Stock on
the NYSE on such date, the closing price of the Common Stock on the
NYSE on the next preceding business day), multiplied by such
fraction.
Common Stock acquired under this Plan shall be subject to
such other conditions and restrictions, if any, as the Committee may
determine.
Section 6. Administration.
The Plan shall be administered by a committee (the
"Committee") of three or more Directors appointed by the Board, who
shall serve at the discretion of the Board. The members of the
Committee shall be "non-employee directors" as defined in Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Act"), or
any successor rule or definition adopted by the Securities and
Exchange Commission.
Subject to the provisions of the Plan, the committee shall
have sole and complete authority to construe and interpret the Plan;
to establish, amend and rescind appropriate rules and regulations
relating to the Plan; to administer the Plan; and to take all such
steps and make all such determinations in connection with the Plan as
it may deem necessary or advisable to carry out the provisions and
intent of the Plan. All determinations of the Committee shall be by
a majority of its members, and its determinations shall be final and
conclusive for all purposes and upon all persons, including, but
without limitation, the Corporation, the Committee, the Non-Employee
Directors and their respective successors in interest.
Section 7. Additional Provisions.
The Board or the Committee may, at any time, amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuance
shall be made which would impair the rights of a Non-Employee
Director with respect to shares of Common Stock theretofore
distributed to such Non-Employee Director under the Plan without the
Non-Employee Director's consent, or which, without the approval of
the Corporation's shareholders, would cause transactions pursuant to
the Plan not to be exempt under Rule 16b-3.
With respect to persons subject to Section 16 of the Act,
transactions under this Plan are intended to be exempt transactions
under Rule 16b-3. To the extent any transaction under the Plan fails
to be exempt, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Committee.
Every recipient of shares pursuant to this Plan shall be
bound by the terms and provisions of the Plan, and the acceptance of
any transfer of shares pursuant to this Plan shall constitute a
binding agreement between the recipient and the Corporation.
Section 8. Duration of the Plan.
The Plan shall become effective upon the approval of the
Plan by the affirmative vote of a majority of the total number of
shares of Common Stock represented and entitled to vote at the
Corporation's 1997 annual meeting of shareholders. The Plan will
terminate on May 12, 2007 unless an earlier termination date is fixed
by the Board or the Committee, provided that no such termination
shall affect the prior rights under the plan of anyone to whom shares
have been transferred prior to such termination.
