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 59-2449419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
FPL Group Employee Thrift Plan
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees
of Florida Power & Light Company
(Full titles of the plans)
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.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019-4097
(212) 603-2000
(Names and addresses of agents for service)
(Telephone number, including area code, 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
(561) 650-7273
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
FPL Group Employee Thrift Plan (the "Employee Thrift Plan"):
Common Stock, $.01 par value 4,000,000 (2) $50.75 $203,000,000
Preferred Share Purchase Rights 4,000,000 (3)
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company (the "Bargaining Unit Plan"):
Common Stock, $.01 par value 2,000,000 (2) $50.75 $101,500,000 $84,651.00(4)
Preferred Share Purchase Rights 2,000,000 (3)
</TABLE>
(1) 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
prices of such Common Stock on September 24,
1999 on the New York Stock Exchange Composite
Tape.
(2) 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.
(3) 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.
(4) 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. The amount of the
registration fee represents the fee for
registration of the total number of
securities being registered under this
Registration Statement.
In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement
also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit
plans described herein.
This Registration Statement shall become effective
upon filing with the Commission in accordance with
Section 8(a) of the Securities Act, and Rules 456
and 462 promulgated thereunder.
This Registration Statement on Form S-8 registers additional
securities of the same class as other securities for which a
registration statement on Form S-8 relating to each of the
FPL Group Employee Thrift Plan (the "Employee Thrift Plan")
and the Employee Thrift and Retirement Savings Plan for
Bargaining Unit Employees of Florida Power & Light Company
(the "Bargaining Unit Plan") is effective. Accordingly,
pursuant to General Instruction E to Form S-8, the contents
of Registration Statement No. 333-30697 registering shares
under the Employee Thrift Plan and Registration Statement No.
333-30695 registering shares under the Bargaining Unit Plan,
each filed with the Commission on July 3, 1997, are
incorporated herein by reference.
Item 8. Exhibits
5 Opinion of Steel Hector & Davis LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Steel Hector & Davis LLP (included in
Exhibit 5 to this Registration statement).
24 Power of Attorney (included on signature pages of this
Registration Statement).
POWER OF ATTORNEY PRIVATE
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 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
on its 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-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 13th day of September, 1999.
FPL GROUP, INC.
By: /s/James L. Broadhead
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.
<TABLE><CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James L. Broadhead
James L. Broadhead Chairman of the Board, Chief Executive September 13, 1999
Officer and Director
(Principal Executive Officer)
/s/ Lewis Hay, III
Lewis Hay, III Vice President, Finance and Chief September 13, 1999
Financial Officer
(Principal Financial Officer)
/s/ K. Michael Davis
K. Michael Davis Controller and Chief Accounting Officer September 13, 1999
(Principal Accounting Officer)
/s/ H. Jesse Arnelle
H. Jesse Arnelle Director September 13, 1999
Sherry S. Barrat Director September 13, 1999
/s/Robert M. Beall, II
Robert M. Beall, II Director September 13, 1999
/s/ J. Hyatt Brown
J. Hyatt Brown Director September 13, 1999
Armando M. Codina Director September 13, 1999
Marshall M. Criser Director September 13, 1999
/s/ B. F. Dolan
B. F. Dolan Director September 13, 1999
/s/ Willard D. Dover
Willard D. Dover Director September 13, 1999
/s/ Alexander W. Dreyfoos Jr.
Alexander W. Dreyfoos Jr. Director September 13, 1999
/s/ Paul J. Evanson
Paul J. Evanson Director September 13, 1999
/s/ Drew Lewis
Drew Lewis Director September 13, 1999
Frederic V. Malek Director September 13, 1999
/s/ Paul R. Tregurtha
Paul R. Tregurtha Director September 13, 1999
/s/ Roger Young Director September 13, 1999
Roger Young
The Plans. Pursuant to the requirements of the
Securities Act, the trustees (or persons who administer the
employee benefit plans) 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 13th day of September, 1999.
FPL GROUP EMPLOYEE THRIFT PLAN
EMPLOYEE THRIFT AND RETIREMENT SAVINGS
PLAN FOR BARGAINING UNIT EMPLOYEES OF
FLORIDA POWER & LIGHT COMPANY
By: Employee Benefits Plan Administrative Committee
By: /s/ James K. Peterson
James K. Peterson, Chairman
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Steel Hector & Davis LLP.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Steel Hector & Davis LLP (included in
Exhibit 5 to this Registration Statement).
24 Power of Attorney (included on signature pages of
this Registration Statement).
</TABLE>
Exhibit 5
September 27, 1999
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 the FPL Group Employee Thrift Plan
(the "Employee Thrift Plan") and the Employee Thrift and
Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company (the "Bargaining Unit Plan" and
together with the Employee Thrift Plan, the "Plans"). The
Registration Statement registers 4,000,000 shares of FPL
Group Common Stock, $.01 par value (the "Common Stock"), for
the Employee Thrift Plan (the "Employee Thrift Plan Shares");
2,000,000 shares for the Bargaining Unit Plan (the
"Bargaining Unit Shares" and together with the Employee
Thrift Plan Shares, the "Shares"); and the Preferred Share
Purchase Rights attached to each of the Employee Thrift Plan
Shares and the Bargaining Unit Shares (collectively, 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 June 20, 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.
Based on the foregoing, we advise you that:
1. The Shares of Common Stock, when issued in
accordance with the terms set forth in the Plans, 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 Plans.
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
Exhibit 23(a)
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 12, 1999 appearing in FPL Group, Inc.'s
Annual Report on Form 10-K for the year ended December 31,
1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Miami, Florida
September 27, 1999
