AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1999
REGISTRATION STATEMENT NOS. 333- AND 333- -01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FPL GROUP, INC. FLORIDA 59-2449419
FPL GROUP CAPITAL INC FLORIDA 59-2576416
(Exact name of each registrant (State or other jurisdiction (I.R.S. Employer
as specified in its charter) of incorporation or Identification
organization) No.)
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700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
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Dennis P. Coyle Jeffrey I. Mullens, P.A. Robert J. Reger, Jr., Esq.
General Counsel Steel Hector & Thelen Reid & Priest LLP
and Secretary Davis LLP 40 West 57th Street
FPL Group, Inc. 1900 Phillips Point West New York, New York 10019
700 Universe Boulevard 777 South Flagler Drive (212) 603-2000
Juno Beach, Florida 33408 West Palm Beach,
(561) 694-4644 Florida 33401
(561) 650-7257
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Richard L. Harden, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement as
determined by market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
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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, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| Nos. 333-83575 and
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333-83575-01 (and Nos. 333-64685 and 333-64685-01 which was combined with Nos.
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333-83875 and 333-83875-01 pursuant to Rule 429 under the Securities Act)
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | |
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM AMOUNT
OF SECURITIES TO BE AGGREGATE OFFERING OF REGISTRATION
REGISTERED PRICE (1) FEE
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FPL Group Capital
Inc Debt Securities $100,000,000 $27,800
FPL Group, Inc. Guarantee (2) (3)
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities
Act").
(2) The value attributable to the FPL Group, Inc. Guarantee, if any, is
reflected in the market price of the FPL Group Capital Inc Debt Securities.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate fee for the
FPL Group, Inc. Guarantee attributable to the FPL Group Capital Inc Debt
Securities registered pursuant hereto shall be payable.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the proposed
offering of up to $100 million in principal amount of the unsecured debt
securities of FPL Group Capital Inc and the guarantee of FPL Group, Inc.
relating thereto, pursuant to Rule 462(b) under the Securities Act. In
accordance with the provisions of General Instruction IV of Form S-3, the
contents of the registration statement of FPL Group Capital Inc and FPL Group,
Inc., Registration Statement Nos. 333-83575 and 333-83575-01 (which was
combined with Registration Statement Nos. 333-64685 and 333-64685-01 pursuant to
Rule 429 under the Securities Act), which was filed with the Securities and
Exchange Commission on July 23, 1999, including the exhibits thereto, are
incorporated by reference into this registration statement.
<PAGE>
ITEM 16. EXHIBITS.
5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL Group
Capital and FPL Group.
5(b) Opinion and Consent of Thelen Reid & Priest LLP, counsel to FPL Group
Capital and FPL Group.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Thelen Reid & Priest LLP (included in opinion, attached hereto
as Exhibit 5(b)).
23(c) Consent of Steel Hector & Davis LLP (included in opinion, attached hereto
as Exhibit 5(a)).
24 Powers of Attorney (included on the signature pages of this registration
statement).
<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
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
FPL Group, Inc. 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 1st day
of September, 1999.
FPL GROUP, INC.
By:/s/ James L. Broadhead
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James L. Broadhead, Chairman of the Board,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ James L. Broadhead Chairman of the Board, Chief September 1, 1999
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James L. Broadhead Executive Officer and Director
(Principal Executive Officer)
/s/ Lewis Hay III Vice President, Finance and September 1, 1999
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Lewis Hay III Chief Financial Officer
(Principal Financial Officer)
/s/ K. Michael Davis Controller and Chief Accounting September 1, 1999
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K. Michael Davis Officer (Principal Accounting
Officer)
/s/ H. Jesse Arnelle Director September 1, 1999
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H. Jesse Arnelle
Director
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Sherry S. Barrat
<PAGE>
Signature Title Date
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/s/ Robert M. Beall, II Director September 1, 1999
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Robert M. Beall, II
Director
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J. Hyatt Brown
Director
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Armando M. Codina
/s/ Marshall M. Criser Director September 1, 1999
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Marshall M. Criser
/s/ B.F. Dolan Director September 1, 1999
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B. F. Dolan
/s/ Willard D. Dover Director September 1, 1999
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Willard D. Dover
/s/ Alexander W. Dreyfoos Jr. Director September 1, 1999
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Alexander W. Dreyfoos Jr.
/s/ Paul J. Evanson Director September 1, 1999
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Paul J. Evanson
Director
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Drew Lewis
/s/ Frederic V. Malek Director September 1, 1999
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Frederic V. Malek
/s/ Paul R. Tregurtha Director September 1, 1999
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Paul R. Tregurtha
/s/ Roger Young Director September 1, 1999
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Roger Young
<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, FPL Group
Capital Inc certifies that it has reasonable grounds to believe that it meets
all 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, State of Florida, on the 1st day of
September, 1999.
FPL GROUP CAPITAL INC
By:/s/ James L. Broadhead
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James L. Broadhead
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ James L. Broadhead Principal Executive September 1, 1999
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James L. Broadhead Officer and Director
President and Chief
Executive Officer
/s/ K. Michael Davis Principal Accounting September 1, 1999
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K. Michael Davis Officer
Controller and Chief
Accounting Officer
/s/ Dilek L. Samil Principal Financial September 1, 1999
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Dilek L. Samil Officer and Director
Vice President, Treasurer
and Assistant Secretary
/s/ Roger Young Director September 1, 1999
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Roger Young
<PAGE>
EXHIBIT INDEX
5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL Group
Capital and FPL Group.
5(b) Opinion and Consent of Thelen Reid & Priest LLP, counsel to FPL Group
Capital and FPL Group.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
23(c) Consent of Steel Hector & Davis LLP (included in opinion, attached
hereto as Exhibit 5(a)).
24 Powers of Attorney (included on the signature pages of this
registration statement).
Exhibit 5(a)
September 1, 1999
FPL Group, Inc.
FPL Group Capital Inc
700 Universe Boulevard
Juno Beach, Florida 33408
Ladies and Gentlemen:
As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"), and
FPL Group Capital Inc, a Florida corporation (the "Company"), we have
participated in the preparation and filing of a registration statement on Form
S-3 to be filed with the Securities and Exchange Commission pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act"), on
or about the date hereof (the "Registration Statement"), in connection with the
proposed offering of up to $100 million in principal amount of the Company's
unsecured debt securities (the "Debentures") and FPL Group's Guarantee relating
thereto (the "Guarantee"). In connection therewith, we have reviewed such
documents and records as we have deemed necessary to enable us to express an
opinion on the matters covered thereby.
Based on the foregoing, we are of the opinion that the Debentures and the
Guarantee, when the Debentures are sold as contemplated by the Registration
Statement, will be valid, legal and binding obligations of the Company and FPL
Group, respectively, except as such may be limited or affected by bankruptcy,
insolvency, reorganization, receivership, moratorium or other laws affecting
creditors' rights and remedies generally and general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us in the Prospectus
incorporated by reference in the Registration Statement under the caption
"Experts" and "Legal Opinions".
We are members of the Florida Bar and this opinion is limited to the laws
of Florida and the federal laws of the United States. As to all matters of New
York law, we have relied, with your consent, upon the opinion of even date
herewith rendered to you by Thelen Reid & Priest LLP, New York, New York. As to
all matters of Florida law, Thelen Reid & Priest LLP is hereby authorized to
rely upon this opinion as though it were rendered to it.
Very truly yours,
/s/ Steel Hector & Davis LLP
STEEL HECTOR & DAVIS LLP
Exhibit 5(b)
New York, New York
September 1, 1999
FPL Group, Inc.
FPL Group Capital Inc
700 Universe Boulevard
Juno Beach, Florida 33408
Ladies and Gentlemen:
As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"),
and FPL Group Capital Inc, a Florida corporation (the "Company"), we have
participated in the preparation and filing of a registration statement on Form
S-3 to be filed with the Securities and Exchange Commission pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act"), on
or about the date hereof (the "Registration Statement"), in connection with the
proposed offering of up to $100 million in principal amount of the Company's
unsecured debt securities (the "Debentures") and FPL Group's Guarantee relating
thereto (the "Guarantee"). In connection therewith, we have reviewed such
documents and records as we have deemed necessary to enable us to express an
opinion on the matters covered thereby.
Based on the foregoing, we are of the opinion that the Debentures and
the Guarantee, when the Debentures are sold as contemplated by the Registration
Statement, will be valid, legal and binding obligations of the Company and FPL
Group, respectively, except as limited or affected by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws affecting creditors'
rights and remedies generally and general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us under the caption
"Legal Opinions" in the prospectus which is part of Registration Statement Nos.
333-83575 and 333-83575-01, incorporated by reference in the Registration
Statement.
We are members of the New York Bar and this opinion is limited to the
laws of the State of New York and the federal laws of the United States. As to
all matters of Florida law, we have relied, with your consent, upon the opinion
of even date herewith rendered to you by Steel Hector & Davis LLP, West Palm
Beach, Florida. As to all matters of New York law, Steel Hector & Davis LLP, is
authorized to rely upon this opinion as if it were addressed to it.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of FPL Group, Inc. and FPL Group Capital Inc of our report dated
February 12, 1999, appearing in FPL Group, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1998 and to the reference to us under the heading
"Experts" in the Prospectus, which is incorporated by reference in this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Miami, Florida
September 1, 1999
