Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-64685, 333-64685-01,
333-83575, 333-83575-01, 333-86337 and
333-86337-01
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 1, 1999)
FPL GROUP CAPITAL INC
$600,000,000 7 5/8% DEBENTURES, SERIES DUE SEPTEMBER 15, 2006
THE DEBENTURES WILL BE ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY GUARANTEED BY
FPL GROUP, INC.
-------------------------
FPL Group Capital will pay interest, in cash, on the Debentures on
March 15 and September 15 of each year, beginning March 15, 2000. FPL Group
Capital may redeem the Debentures at any time prior to their maturity, in whole
or in part, upon at least 30 but not more than 60 days notice, at a redemption
price calculated using the formula set forth on pages S-4 through S-5 of this
prospectus supplement.
FPL Group Capital's corporate parent, FPL Group, has agreed to
absolutely, irrevocably and unconditionally guarantee the payment of principal,
interest and premium on the Debentures. The Debentures are unsecured and rank
equally with FPL Group Capital's other unsecured indebtedness. FPL Group Capital
does not plan to list the Debentures on any securities exchange.
Both FPL Group Capital's and FPL Group's principal executive offices
are located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone
number (561) 694-4000, and their mailing address is P.O. Box 14000,
Juno Beach, Florida 33408-0420.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PER DEBENTURE TOTAL
------------- -----
Price to Public.................. 99.697% $598,182,000
Underwriting Discount............ .625% $3,750,000
Proceeds to FPL Group
Capital (before expenses)....... 99.072% $594,432,000
In addition to the Price to Public set forth above, each purchaser will
pay an amount equal to the interest accrued on the Debentures from the date
that the Debentures are originally issued to the date that the Debentures
are delivered to that purchaser. FPL Group Capital currently expects to issue
the Debentures and deliver them to the underwriters in book-entry form only,
through the facilities of The Depository Trust Company, on or about September 7,
1999.
-------------------------
The following underwriters have severally agreed to purchase the
Debentures on a firm commitment basis:
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
FIRST UNION CAPITAL MARKETS CORP.
September 1, 1999
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROSPECTUS SUPPLEMENT OR IN THE ACCOMPANYING PROSPECTUS. NEITHER FPL GROUP
CAPITAL NOR FPL GROUP HAS AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. NEITHER FPL GROUP CAPITAL NOR FPL GROUP IS MAKING AN OFFER OF THE
DEBENTURES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT OR IN THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE
DOCUMENTS.
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TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Use of Proceeds.....................................................S-3
Certain Terms of the Debentures.....................................S-3
Underwriting........................................................S-9
PROSPECTUS
Where You Can Find More Information...................................2
Incorporation by Reference............................................2
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995............................2
FPL Group Capital.....................................................4
FPL Group.............................................................4
Use of Proceeds.......................................................4
Consolidated Ratio of
Earnings to Fixed Charges...........................................4
Description of Offered Debt Securities................................5
Description of the Guarantee.........................................14
Plan of Distribution.................................................16
Experts..............................................................17
Legal Opinions.......................................................17
S-2
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USE OF PROCEEDS
The information in this section adds to the information in the "Use of
Proceeds" section on page 4 of the accompanying prospectus. Please read these
two sections together.
FPL Group Capital will add the net proceeds from the sale of the
Debentures to its general funds. FPL Group Capital expects to use its general
funds to repay a portion of commercial paper issued to fund investments by FPL
Group Capital in independent power projects, including the purchase in April,
1999 of the non-nuclear generating assets of Central Maine Power Company. As of
June 30, 1999, FPL Group Capital had an aggregate of $1.0 billion of commercial
paper outstanding, which had maturities of up to 127 days and which had annual
interest rates ranging from 4.97% to 5.36%. FPL Group Capital will invest
general funds not immediately used for these purposes or other purposes in
short-term instruments.
CERTAIN TERMS OF THE DEBENTURES
The information in this section adds to the information in the
"Description of Offered Debt Securities" section beginning on page 5 of the
accompanying prospectus. Please read these two sections together.
GENERAL. FPL Group Capital is currently offering $600,000,000 aggregate
principal amount of 7 5/8% Debentures, Series due September 15, 2006, which are
referred to in this prospectus supplement as the "Debentures".
FPL Group Capital will issue the Debentures under the Indenture, dated
as of June 1, 1999, between FPL Group Capital and The Bank of New York, as
Indenture Trustee. An Officer's Certificate supplements the Indenture and
establishes the specific terms of the Debentures. Under the Indenture, FPL Group
Capital may issue an unlimited amount of additional debt securities.
The Indenture Trustee will initially be the Security Registrar and the
Paying Agent for the Debentures. All transactions with respect to the
Debentures, including registration, transfer and exchange of the Debentures,
will be handled by the Security Registrar at an office in New York City
designated by FPL Group Capital. FPL Group Capital has initially designated the
Corporate Trust Office of the Indenture Trustee as that office. In addition,
holders of the Debentures should address any notices to FPL Group Capital
regarding the Debentures to that office. FPL Group Capital will notify holders
of the Debentures of any change in the location of that office.
INTEREST AND PAYMENT. FPL Group Capital will pay interest in cash on
the Debentures at 7 5/8% per annum. The Debentures will mature on September 15,
2006. FPL Group Capital will pay interest on the Debentures on March 15 and
September 15 of each year, beginning March 15, 2000 (each an "Interest Payment
Date"). On each Interest Payment Date, FPL Group Capital will pay interest on
each Debenture to the person in whose name such Debenture is registered at the
close of business on the 15th day before such Interest Payment Date. Interest on
the Debentures will accrue from and including the date that the Debentures are
originally issued to and excluding the first Interest Payment Date. Starting on
the first Interest Payment Date, interest on each Debenture will accrue from and
including the last Interest Payment Date to which FPL Group Capital has paid, or
duly provided for the payment of, interest on that Debenture. No interest will
accrue on a Debenture for the day that the Debenture matures.
S-3
<PAGE>
OPTIONAL REDEMPTION. FPL Group Capital may redeem any of the
Debentures, at its option, at any time or from time to time, on any date prior
to their maturity (each a "Redemption Date"). FPL Group Capital will give notice
of its intent to redeem Debentures at least 30 days prior to a Redemption Date.
If FPL Group Capital redeems all or any part of the Debentures, it will pay a
redemption price ("Redemption Price") equal to the sum of (1) 100% of the
principal amount of the Debentures being redeemed plus (2) accrued and unpaid
interest thereon, if any, to the Redemption Date plus (3) any applicable
"make-whole premium." The Redemption Price for the Debentures will never be less
than 100% of the principal amount of those Debentures plus accrued and unpaid
interest on those Debentures to the Redemption Date.
The amount of the make-whole premium with respect to any Debentures to
be redeemed will be equal to the excess, if any, of:
(1) the sum of the present values, calculated as of the Redemption
Date, of:
(a) each interest payment that, but for such redemption,
would have been payable on the Debentures being
redeemed on each Interest Payment Date occurring
after the Redemption Date (excluding any accrued
interest for the period prior to the Redemption
Date); and
(b) the principal amount that, but for such redemption,
would have been payable at the final maturity of the
Debentures being redeemed; over
(2) the principal amount of the Debentures being redeemed.
The present values of interest and principal payments referred to in
clause (1) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 25 basis points.
FPL Group Capital will appoint an independent investment banking
institution of national standing to calculate the make-whole premium; provided
that Lehman Brothers Inc. will make such calculation if (1) FPL Group Capital
fails to make such appointment at least 30 days prior to the Redemption Date, or
(2) the institution so appointed is unwilling or unable to make such
calculation. If Lehman Brothers Inc. is to make such calculation but is
unwilling or unable to do so, then the Indenture Trustee will appoint an
independent investment banking institution of national standing to make such
calculation. In any case, the institution making such calculation is referred to
in this prospectus supplement as an "Independent Investment Banker."
For purposes of determining the make-whole premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Debentures to be redeemed, calculated
to the nearest 1/12th of a year (the "Remaining Term"). The Independent
Investment Banker will determine the Treasury Yield as of the third business day
immediately preceding the applicable Redemption Date.
The Independent Investment Banker will determine the weekly average
yields of United States Treasury Notes by reference to the most recent
statistical release published by the Federal Reserve Bank of New York and
designated "H.15(519) Selected Interest Rates" or any successor release (the
"H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield will be equal to such
weekly average yield. In all other cases, the Independent Investment Banker will
calculate the Treasury Yield by interpolation, on a straight-line basis, between
the weekly average yields on the United States Treasury Notes that have a
S-4
<PAGE>
constant maturity closest to and greater than the Remaining Term and the United
States Treasury Notes that have a constant maturity closest to and less than the
Remaining Term (in each case as set forth in the H.15 Statistical Release). The
Independent Investment Banker will round any weekly average yields so calculated
to the nearest 1/100th of 1%, and will round upward for any figure of 1/200th of
1% or above. If weekly average yields for United States Treasury Notes are not
available in the H.15 Statistical Release or otherwise, then the Independent
Investment Banker will select comparable rates and calculate the Treasury Yield
by reference to those rates.
If FPL Group Capital at any time elects to redeem only a part of the
Debentures, the Security Registrar will select the particular Debentures to be
redeemed using any method that it deems fair and appropriate.
If at the time notice of redemption is given, the redemption moneys are
not on deposit with the Indenture Trustee, then the redemption shall be subject
to their receipt before the Redemption Date and such notice shall be of no
effect unless such moneys are received.
MANDATORY REDEMPTION. The following constitute "Guarantor Events" with
respect to the Debentures:
(1) the Guarantee Agreement, dated as of June 1, 1999, between FPL
Group, as Guarantor, and The Bank of New York, as Guarantee
Trustee, ceases to be in full force and effect;
(2) a court issues a decree ordering or acknowledging the
bankruptcy or insolvency of the Guarantor, or appointing a
custodian, receiver or other similar official for the
Guarantor, or ordering the winding up or liquidation of its
affairs, and the decree remains in effect for 90 days; or
(3) the Guarantor seeks or consents to relief under Federal or
State bankruptcy or insolvency laws, or to the appointment of
a custodian, receiver or other similar official for the
Guarantor, or makes an assignment for the benefit of its
creditors, or admits in writing that it is bankrupt or
insolvent.
FPL Group Capital shall, if a Guarantor Event occurs and is continuing,
redeem all of the outstanding Debentures within 60 days after the occurrence of
the Guarantor Event at a redemption price equal to the principal amount thereof
plus accrued interest to the date of redemption unless, within 30 days after the
occurrence of the Guarantor Event, Standard & Poor's Ratings Group and Moody's
Investors Service (if the Debentures are then rated by those rating agencies,
or, if the Debentures are not then rated by those rating agencies but are then
rated by one or more other nationally recognized rating agencies, then at least
one of those other nationally recognized rating agencies) shall have reaffirmed
in writing that, after giving effect to such Guarantor Event, the credit rating
on the Debentures is investment grade (i.e. in one of the four highest
categories, without regard to subcategories within such rating categories, of
such rating agency).
If a Guarantor Event occurs and FPL Group Capital is not required to
redeem the Debentures as described above, FPL Group Capital will provide to the
Indenture Trustee and the holders of the Debentures annual and quarterly reports
containing the information that FPL Group Capital would be required to file with
the SEC under Section 13 or Section 15(d) of the Securities Exchange Act of 1934
if it were subject to the reporting requirements of those Sections. If FPL Group
Capital is, at that time, subject to the reporting requirements of those
Sections, the filing of annual and quarterly reports with the SEC pursuant to
those Sections will satisfy this requirement.
EVENTS OF DEFAULT. In addition to the events of default relating to any
series of debt securities issued under the Indenture, as set forth under the
"Description of Offered Debt Securities -- Events of Default" section on pages 9
and 10 of the accompanying prospectus, each of the following events will be an
event of default under the Indenture with respect to the Debentures:
S-5
<PAGE>
(1) the Guarantor consolidates with or merges into any other
entity or sells or leases substantially all of its assets to
any entity, unless
(a) the entity formed by such consolidation or into which
the Guarantor is merged, or the entity to which the
Guarantor conveys, transfers or leases substantially
all of its properties and assets is an entity
organized and existing under the laws of the United
States of America, any State thereof or the District
of Columbia, and expressly assumes the obligations of
the Guarantor under the Guarantee Agreement; and
(b) immediately after giving effect to such transaction,
no event of default under the Indenture and no event
that, after notice or lapse of time or both, would
become an event of default under the Indenture, shall
have occurred and be continuing; or
(2) FPL Group Capital fails to redeem any of the Debentures that
it is required to redeem as described under "Certain Terms of
the Debentures -- Mandatory Redemption" above.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY. The
Depository Trust Company ("DTC") will act as securities depositary for the
Debentures. The Debentures will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global certificates for the Debentures, representing the
aggregate principal amount of Debentures, will be issued and will be deposited
with DTC.
The following is based upon information furnished by DTC:
DTC is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of
the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as
amended. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement
of securities certificates. "Direct Participants" in DTC
include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct
Participants and by The New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers,
banks and trust companies that clear transactions through or
maintain a custodial relationship with a Direct Participant
either directly or indirectly ("Indirect Participants"). The
rules applicable to DTC and its Participants are on file with
the Securities and Exchange Commission.
Purchases of Debentures within the DTC system must be
made by or through Direct Participants, which will receive a
credit for the Debentures on DTC's records. The ownership
interest of each actual purchaser of each Debenture
("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmation
providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners entered into
the transaction. Transfers of ownership interests in the
Debentures are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners.
Beneficial
S-6
<PAGE>
Owners will not receive certificates representing their
ownership interests in the Debentures, except in the event
that use of the book-entry system for the Debentures is
discontinued, as discussed below.
To facilitate subsequent transfers, all Debentures
deposited by Participants with DTC are registered in the name
of DTC's partnership nominee, Cede & Co. The deposit of
Debentures with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Debentures;
DTC's records reflect only the identity of the Direct
Participants to whose accounts such Debentures are credited,
which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of
their holdings on behalf of their customers.
The delivery of notices and other communications by
DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co., as
registered holder of the Debentures. If less than all of the
Debentures are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant
to be redeemed.
Neither DTC nor Cede & Co. will itself consent or
vote with respect to Debentures. Under its usual procedures,
DTC mails an Omnibus Proxy to FPL Group Capital as soon as
possible after the record date. The Omnibus Proxy assigns Cede
& Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Debentures are credited on
the record date (identified in a listing attached to the
Omnibus Proxy).
Payments on the Debentures will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payment on such payment date.
Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the
responsibility of such Participants and not of DTC or FPL
Group Capital, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment to
DTC will be the responsibility of FPL Group Capital,
disbursement of payments to Direct Participants will be the
responsibility of DTC, and further disbursement of payments to
the Beneficial Owners will be the responsibility of Direct
Participants and Indirect Participants.
DTC may discontinue providing its services as securities depositary
with respect to the Debentures at any time by giving notice to FPL Group
Capital. Under such circumstances, in the event that a successor securities
depositary is not obtained, Debenture certificates will be delivered to the
Beneficial Owners. Additionally, FPL Group Capital may decide to discontinue use
of the system of book-entry transfers through DTC (or a successor depositary).
In that event, certificates for the Debentures will be delivered.
Except as provided herein, a Beneficial Owner of an interest in a
global Debenture certificate will not be entitled to receive physical delivery
of Debentures. Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Debentures.
So long as Cede & Co. is the registered owner of the Debentures, as
nominee of DTC, references herein to holders of the Debentures shall mean Cede &
Co. or DTC and shall not mean the Beneficial Owners of the Debentures.
S-7
<PAGE>
DTC management is aware that some computer applications, systems, and
the like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed its Participants and other members of the financial
community (the "Industry") that it has developed and is implementing a program
so that its Systems, as the same relate to the timely payment of distributions
(including principal and income payments) to securityholders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also
dependent upon other parties including but not limited to issuers and their
agents, as well as third party vendors from whom DTC licenses software and
hardware, and third party vendors on whom DTC relies for information or the
provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is
contacting (and will continue to contact) third party vendors from whom DTC
acquires services to: (i) impress upon them the importance of such services
being Year 2000 compliant; and (ii) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, DTC is in the process of developing such contingency plans as it deems
appropriate.
According to DTC, the foregoing information with respect to DTC has
been provided to the Industry for informational purposes only and is not
intended to serve as a representation, warranty, or contract modification of any
kind.
The information in this section concerning DTC, DTC's Year 2000
efforts, and DTC's book-entry system and procedures has been obtained from
sources that FPL Group Capital and FPL Group believe to be reliable, but neither
FPL Group Capital, FPL Group nor the underwriters take any responsibility for
the accuracy thereof. Neither FPL Group Capital, FPL Group, the Indenture
Trustee or the underwriters will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the Debentures or for maintaining, supervising or
reviewing any records relating thereto.
S-8
<PAGE>
UNDERWRITING
FPL Group Capital is selling the Debentures to the underwriters named
in the table below pursuant to an Underwriting Agreement dated September 1,
1999. FPL Group Capital has agreed to sell to each of the underwriters, and each
of the underwriters has severally agreed to purchase, the principal amount of
Debentures set forth opposite that underwriter's name in the table below:
UNDERWRITER PRINCIPAL AMOUNT OF DEBENTURES
- ----------- ------------------------------
Lehman Brothers Inc....................... $354,000,000
Goldman, Sachs & Co....................... $114,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............. $114,000,000
First Union Capital Markets Corp.......... $ 18,000,000
-----------
Total............................ $600,000,000
===========
Under the terms and conditions of the Underwriting Agreement, the
underwriters must buy all of the Debentures if they buy any of them. The
Underwriting Agreement provides that the obligations of the underwriters
pursuant thereto are subject to certain conditions. The underwriters will sell
the Debentures to the public when and if the underwriters buy the Debentures
from FPL Group Capital.
The underwriters will sell the Debentures in part directly to the
public at the price to the public set forth on the cover page of this prospectus
supplement, and in part to certain dealers at the price to the public less the
concession set forth in the table below. FPL Group Capital will compensate the
underwriters by selling the Debentures to them at a price that is less than the
price to the public by the amount of the "Underwriting Discount" set forth in
the table below. The underwriters may sell Debentures to certain dealers at a
price that is less than the price to the public by no more than the amount of
the "Initial Dealers' Concession" set forth in the table below. The underwriters
and such dealers may sell Debentures to certain other dealers at a price that is
less than the price to the public by no more than the amount of the "Reallowed
Dealers' Concession" set forth in the table below.
(EXPRESSED AS A PERCENTAGE OF PRINCIPAL AMOUNT)
-----------------------------------------------
Underwriting Discount............. .625%
Initial Dealers'
Concession........................ .375%
Reallowed Dealers'
Concession........................ .200%
An underwriter may reject offers for the Debentures in whole or in
part. After the initial public offering of the Debentures, the underwriters may
change the offering price and other selling terms of the Debentures.
FPL Group Capital estimates that its expenses in connection with the
sale of the Debentures, other than underwriting discounts, will be $475,000.
This estimate includes expenses relating to printing, rating agency fees,
trustees' fees and legal fees, among other expenses.
S-9
<PAGE>
There is no established trading market for the Debentures. The
underwriters have advised FPL Group Capital that they intend to make a trading
market in the Debentures but are not obligated to do so and may discontinue
market-making at any time without notice. FPL Group Capital cannot give any
assurance as to the maintenance of the trading market for, or the liquidity of,
the Debentures.
FPL Group Capital has agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
The underwriters, as well as dealers and agents, may purchase and sell
Debentures in the open market. These transactions may include stabilizing
transactions and purchases to cover syndicate short positions created in
connection with the offering. Stabilizing transactions consist of bids and
purchases made to prevent or slow a decline in the market price of the
Debentures. Syndicate short positions arise when the underwriters or agents sell
more Debentures than FPL Group Capital is required to sell to them in the
offering. The underwriters may also impose penalty bids whereby the underwriting
syndicate may reclaim selling concessions allowed either syndicate members or
broker dealers who sell Debentures in the offering for their own account if the
syndicate repurchases Debentures in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Debentures, which may be higher as a result of these activities than it might
otherwise be in the open market. These activities, if commenced, may be
discontinued at any time without notice.
Certain of the underwriters or their affiliates may engage from time to
time in various general financing and banking transactions with FPL Group
Capital and its affiliates.
S-10
<PAGE>
PROSPECTUS
$600,000,000
FPL GROUP CAPITAL INC
DEBT SECURITIES
THE DEBT SECURITIES WILL BE ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY GUARANTEED BY
FPL GROUP, INC.
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FPL Group Capital Inc may issue from time to time up to
$600,000,000 of its unsecured debt securities. FPL Group Capital Inc's corporate
parent, FPL Group, Inc., has agreed to absolutely, irrevocably and
unconditionally guarantee the payment of principal, interest and premium on
these debt securities.
FPL Group Capital will provide specific terms of these debt
securities, including their offering prices, in supplements to this prospectus.
The supplements may also add, update or change information contained in this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
FPL Group Capital may offer these debt securities directly or
through underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section on page 16 of this
prospectus also provides more information on this topic.
Both FPL Group Capital's and FPL Group's principal executive
offices are located at 700 Universe Boulevard, Juno Beach, Florida 33408,
telephone number (561) 694-4000, and their mailing address is P.O. Box 14000,
Juno Beach, Florida 33408-0420.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
September 1, 1999
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
FPL Group files annual, quarterly and other reports and other
information with the SEC. You can read and copy any information filed by FPL
Group with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain additional information about the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC,
including FPL Group. FPL Group also maintains an Internet site
(http://www.fplgroup.com).
FPL Group Capital does not file reports or other information
with the SEC. FPL Group includes summarized financial information relating to
FPL Group Capital in some of its reports filed with SEC. FPL Group does not
intend to include any separate financial information with respect to FPL Group
Capital in its consolidated financial statements because FPL Group and FPL Group
Capital have determined that this information is not material to the holders of
these debt securities.
INCORPORATION BY REFERENCE
The SEC allows FPL Group Capital and FPL Group to "incorporate
by reference" the information that FPL Group files with the SEC, which means
that FPL Group Capital and FPL Group may, in this prospectus, disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus. Information
that FPL Group files in the future with the SEC will automatically update and
supersede this information. FPL Group Capital and FPL Group are incorporating by
reference the documents listed below and any future filings FPL Group makes with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, until FPL Group Capital sells all of these debt securities.
(1) FPL Group's Annual Report on Form 10-K for the year ended
December 31, 1998.
(2) FPL Group's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999.
(3) FPL Group's Current Reports on Form 8-K, filed with the
SEC on March 17, 1999, April 16, 1999 and July 20, 1999.
You may request a copy of these documents, at no cost to you,
by writing or calling Robert J. Reger, Jr., Esq., Thelen Reid & Priest LLP, 40
West 57th Street, New York, New York, 10019, (212) 603-2000.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, FPL Group and FPL Group Capital are
hereby filing cautionary statements identifying important factors that could
cause FPL Group's and FPL Group Capital's actual results to differ materially
from those projected in forward-looking statements (as that term is defined in
the Private Securities Litigation Reform Act of 1995) made by or on behalf of
FPL Group or FPL Group Capital which are made in this prospectus or any
supplement to this prospectus, in presentations, in response to questions or
otherwise. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result", "are expected to", "will continue", "is anticipated",
"estimated", "projection" or "outlook") are not statements of historical facts
and may be forward-looking. Forward-looking statements involve estimates,
assumptions and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Accordingly,
any of those statements are qualified in their entirety by reference to, and are
accompanied by, the following important factors
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that could cause FPL Group's or FPL Group Capital's actual results to differ
materially from those contained in forward-looking statements made by or on
behalf of FPL Group or FPL Group Capital.
Any forward-looking statement speaks only as of the date on
which that statement is made, and neither FPL Group nor FPL Group Capital
undertakes any obligation to update any forward-looking statement to reflect
events or circumstances after the date on which that statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for management to predict all of those factors, nor
can it assess the impact of each of those factors on the business or the extent
to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statement.
Some important factors that could cause actual results or
outcomes to differ materially from those discussed in the forward-looking
statements include changing governmental policies and regulatory actions,
including those of the Federal Energy Regulatory Commission, the Florida Public
Service Commission and the Nuclear Regulatory Commission, with respect to:
(1) allowed rates of return, including return on common
equity,
(2) industry and rate structure,
(3) operation of nuclear power facilities,
(4) acquisition and disposal of assets and facilities,
(5) operation and construction of plant facilities,
(6) recovery of fuel and purchased power costs,
(7) decommissioning costs, and
(8) present or prospective wholesale and retail competition,
including retail wheeling and transmission costs.
The business and profitability of FPL Group and FPL Group
Capital are also influenced by economic and geographic factors including:
(1) political and economic risks,
(2) changes in and compliance with environmental and safety
laws and policies,
(3) weather conditions, including natural disasters such as
hurricanes,
(4) population growth rates and demographic patterns,
(5) competition for retail and wholesale customers,
(6) pricing and transportation of commodities,
(7) market demand for energy from generating plants or
facilities,
(8) changes in tax rates or policies or in rates of inflation,
(9) unanticipated delays or changes in costs for capital
projects,
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(10) unanticipated changes in operating expenses and capital
expenditures,
(11) capital market conditions,
(12) competition for new energy development opportunities,
(13) legal and administrative proceedings, whether civil, such
as environmental, or criminal, and settlements, and
(14) any unanticipated impact of the year 2000 computer
problem, including delays or changes in cost of year 2000
compliance, or the failure of major suppliers, customers and
others with whom FPL Group or FPL Group Capital does business
to resolve their own year 2000 issues on a timely basis.
All of these factors are difficult to predict, contain
uncertainties which may materially affect actual results, and are beyond the
control of FPL Group and FPL Group Capital.
FPL GROUP CAPITAL
FPL Group Capital was incorporated in 1985 as a Florida
corporation and is a wholly-owned subsidiary of FPL Group. FPL Group Capital
holds the capital stock of, and provides funding for, FPL Group's operating
subsidiaries other than Florida Power & Light Company. FPL Group Capital's
business activities primarily consist of independent power projects.
FPL GROUP
FPL Group is a holding company incorporated in 1984 as a
Florida corporation. FPL Group's principal subsidiary, Florida Power & Light
Company, is engaged in the generation, transmission, distribution and sale of
electric energy. Other operations are conducted through FPL Group Capital.
USE OF PROCEEDS
Unless otherwise stated in a prospectus supplement, FPL Group
Capital will add the net proceeds from the sale of these debt securities to its
general funds. FPL Group Capital uses its general funds for corporate purposes,
including to repay short-term borrowings and to redeem or repurchase outstanding
long-term debt obligations. FPL Group Capital will temporarily invest any
proceeds that it does not need to use immediately in short-term instruments.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table shows FPL Group's consolidated ratio of
earnings to fixed charges for each of its last five fiscal years:
Years ended December 31,
- -------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
3.88 4.09 4.20 3.97 3.54
FPL Group's consolidated ratio of earnings to fixed charges for the six
months ended June 30, 1999 was 4.77.
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DESCRIPTION OF OFFERED DEBT SECURITIES
GENERAL. FPL Group Capital will issue these debt securities,
in one or more series, under an Indenture, dated as of June 1, 1999, between FPL
Group Capital and The Bank of New York, as Trustee. This Indenture, as it may be
amended and supplemented from time to time, is referred to in this prospectus as
the "Indenture." The Bank of New York, as Trustee under the Indenture, is
referred to in this prospectus as the "Indenture Trustee." These debt securities
are referred to in this prospectus as the "Offered Debt Securities."
The Indenture provides for the issuance of debentures, notes
or other debt by FPL Group Capital in an unlimited amount from time to time. The
Offered Debt Securities and all other debentures, notes or other debt of FPL
Group Capital issued under the Indenture are collectively referred to in this
prospectus as the "Debt Securities."
This section briefly summarizes some of the terms of the
Offered Debt Securities and some of the provisions of the Indenture and uses
some terms that are not defined in this prospectus but that are defined in the
Indenture. This summary does not contain a complete description of the Offered
Debt Securities. You should read this summary together with the Indenture and
the officer's certificates or other documents establishing the Offered Debt
Securities for a complete understanding of the provisions that may be important
to you and for the definitions of some terms used in this summary. The
Indenture, the form of officer's certificate that may be used to establish a
series of Offered Debt Securities and a form of Offered Debt Securities are on
file with the SEC and are incorporated by reference in this prospectus. In
addition, the Indenture is subject to the provisions of the Trust Indenture Act
of 1939. You should read the Trust Indenture Act for a complete understanding of
provisions that may be important to you.
Each series of Offered Debt Securities will have different
terms. FPL Group Capital will include all of the following information about a
specific series of Offered Debt Securities in the prospectus supplement(s)
relating to those Offered Debt Securities:
(1) the title of those Offered Debt Securities;
(2) any limit upon the aggregate principal amount of those
Offered Debt Securities;
(3) the date(s) on which FPL Group Capital will pay the
principal of those Offered Debt Securities;
(4) the rate(s) of interest on those Offered Debt Securities,
or how the rate(s) of interest will be determined, the date(s)
from which interest will accrue, the dates on which FPL Group
Capital will pay interest and the record date for any interest
payable on any interest payment date;
(5) the person to whom FPL Group Capital will pay interest on
those Offered Debt Securities on any interest payment date, if
other than the person in whose names those Offered Debt
Securities are registered at the close of business on the
record date for that interest payment;
(6) the place(s) at which or methods by which FPL Group
Capital will make payments on those Offered Debt Securities
and the place(s) at which or methods by which the registered
owners of those Offered Debt Securities may transfer or
exchange those Offered Debt Securities and serve notices and
demands to or upon FPL Group Capital;
(7) the Security Registrar and any Paying Agent or Agents for
those Offered Debt Securities;
(8) any date(s) on which the price(s) at which and the terms
and conditions upon which FPL Group Capital may, at its
option, redeem those Offered Debt Securities, in whole or in
part, and any restrictions on those redemptions;
(9) any sinking fund or other provisions or options held by
the registered owners of those Offered Debt Securities that
would obligate FPL Group Capital to repurchase or redeem those
Offered Debt Securities;
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(10) the denominations in which FPL Group Capital may issue
those Offered Debt Securities, if other than denominations of
$1,000 and any integral multiple of $1,000;
(11) the currency or currencies in which FPL Group Capital may
pay the principal of or premium or interest on those Offered
Debt Securities (if other than in U.S. dollars);
(12) if FPL Group Capital or a registered owner may elect to
make, or receive, principal of or premium or interest on that
Offered Debt Security in a currency other than that in which
that Offered Debt Security is stated to be payable, the terms
and conditions upon which that election may be made;
(13) if FPL Group Capital will, or may, pay the principal of
or premium or interest on those Offered Debt Securities in
securities or other property, the type and amount of those
securities or other property and the terms and conditions upon
which FPL Group Capital or a registered owner may elect to
receive those payments;
(14) if the amount payable in respect of principal of or
premium or interest on those Offered Debt Securities may be
determined by reference to an index or other fact or event
ascertainable outside of the Indenture, the manner in which
those amounts will be determined;
(15) the portion of the principal amount of those Offered Debt
Securities that FPL Group Capital will pay upon declaration of
acceleration of the maturity of those Offered Debt Securities,
if other than the entire principal amount of those Offered
Debt Securities;
(16) any events of default with respect to those Offered Debt
Securities and any covenants of FPL Group Capital for the
benefit of the registered owners of those Offered Debt
Securities, other than those specified in the Indenture;
(17) the terms, if any, pursuant to which those Offered Debt
Securities may be converted into or exchanged for shares of
capital stock or other securities of FPL Group Capital or any
other entity;
(18) a definition of "Eligible Obligations" under the
Indenture with respect to those Offered Debt Securities
denominated in a currency other than U.S. dollars, and any
other provisions for the reinstatement of FPL Group Capital's
indebtedness in respect of those Offered Debt Securities after
their satisfaction and discharge;
(19) if FPL Group Capital will issue those Offered Debt
Securities in global form, necessary information relating to
the issuance of those Offered Debt Securities in global form;
(20) if FPL Group Capital will issue those Offered Debt
Securities as bearer securities, necessary information
relating to the issuance of those Offered Debt Securities as
bearer securities;
(21) any limits on the rights of the registered owners of
those Offered Debt Securities to transfer or exchange those
Offered Debt Securities or to register their transfer, and any
related service charges;
(22) any exceptions to the provisions governing payments due
on legal holidays or any variations in the definition of
Business Day with respect to those Offered Debt Securities;
(23) other than the Guarantee described under "Description of
the Guarantee" below, any collateral security, assurance, or
guarantee for those Offered Debt Securities; and
(24) any other terms of those Offered Debt Securities that are
not inconsistent with the provisions of the Indenture.
(Indenture, Section 301).
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FPL Group Capital may sell Offered Debt Securities at a
discount below their principal amount. Some of the important United States
Federal income tax considerations applicable to Offered Debt Securities sold at
a discount below their principal amount may be described in the related
prospectus supplement. In addition, some of the important United States Federal
income tax or other considerations applicable to any Offered Debt Securities
that are denominated in a currency other than U.S. dollars may be described in
the related prospectus supplement.
Except as otherwise stated in the related prospectus
supplement, the covenants in the Indenture would not give registered owners of
Offered Debt Securities protection in the event of a highly-leveraged
transaction involving FPL Group Capital.
SECURITY AND RANKING. The Offered Debt Securities will be
unsecured obligations of FPL Group Capital. The Indenture does not limit FPL
Group Capital's ability to provide security with respect to other Debt
Securities. All Debt Securities issued under the Indenture will rank equally and
ratably with all other Debt Securities issued under the Indenture, except to the
extent that FPL Group Capital elects to provide security with respect to any
Debt Security without providing that security to all outstanding Debt Securities
as allowed under the Indenture. The Indenture does not limit FPL Group Capital's
ability to issue other unsecured debt.
FPL Group Capital is a holding company that derives
substantially all of its income from its subsidiaries. The Debt Securities
therefore will be effectively subordinated to debt and preferred stock issued by
those subsidiaries. The Indenture does not limit the amount of debt and
preferred stock issuable by FPL Group Capital's subsidiaries.
PAYMENT AND PAYING AGENTS. Except as stated in the related
prospectus supplement, on each interest payment date FPL Group Capital will pay
interest on each Offered Debt Security to the person in whose name that Offered
Debt Security is registered as of the close of business on the record date
relating to that interest payment date. However, on the date that the Offered
Debt Securities mature, FPL Group Capital will pay the interest to the person to
whom it pays the principal. Also, if FPL Group Capital has defaulted in the
payment of interest on any Offered Debt Security, it may pay that defaulted
interest to the registered owner of that Offered Debt Security:
(1) as of the close of business on a date that the Indenture
Trustee selects, which may not be more than 15 days or less
than 10 days before the date that FPL Group Capital proposes
to pay the defaulted interest, or
(2) in any other lawful manner that does not violate the
requirements of any securities exchange on which that Offered
Debt Security is listed and that the Indenture Trustee
believes is acceptable (Indenture, Section 307).
Unless otherwise stated in the related prospectus supplement,
at the maturity of a series of Offered Debt Securities, FPL Group Capital will
pay their principal and any premium and interest when they are presented at the
main corporate trust office of The Bank of New York, as Paying Agent, in The
City of New York. FPL Group Capital may change the place of payment on the
Offered Debt Securities, appoint one or more additional Paying Agents, including
itself, and remove any Paying Agent (Indenture, Section 602).
TRANSFER AND EXCHANGE. Unless otherwise stated in the related
prospectus supplement, Offered Debt Securities may be transferred or exchanged
at the main corporate trust office of The Bank of New York, as Security
Registrar, in The City of New York. FPL Group Capital may change the place for
transfer and exchange of the Offered Debt Securities and may designate one or
more additional places for that transfer and exchange.
Except as otherwise stated in the related prospectus
supplement, there will not be any service charge for any transfer or exchange of
the Offered Debt Securities. However, FPL Group Capital may require payment of
any tax or other governmental charge in connection with any transfer or exchange
of the Offered Debt Securities.
FPL Group Capital will not be required to transfer or exchange
any Offered Debt Security selected for redemption. Also, FPL Group Capital will
not be required to transfer or exchange any Offered Debt Security during a
period of 15 days before selection of Offered Debt Securities to be redeemed
(Indenture, Section 305).
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DEFEASANCE. FPL Group Capital may, at any time, elect to have
all of its obligations discharged with respect to all or a portion of any Debt
Securities. To do so, FPL Group Capital must irrevocably deposit with the
Indenture Trustee or any Paying Agent, in trust:
(1) money in an amount that will be sufficient to pay all or
that portion of the principal, premium and interest due and to
become due on those Debt Securities, on or prior to their
maturity, or
(2) in the case of a deposit made prior to the maturity of
that series of Debt Securities,
(a) direct obligations of, or obligations
unconditionally guaranteed by, the United
States and entitled to the benefit of its
full faith and credit that do not contain
provisions permitting their redemption or
other prepayment at the option of their
issuer, and
(b) certificates, depositary receipts or
other instruments that evidence a direct
ownership interest in those obligations or
in any specific interest or principal
payments due in respect of those obligations
that do not contain provisions permitting
their redemption or other prepayment at the
option of their issuer,
the principal of and the interest on which, when due, without
any regard to reinvestment of that principal or interest, will
provide money that, together with any money deposited with or
held by the Indenture Trustee, will be sufficient to pay all
or that portion of the principal, premium and interest due and
to become due on those Debt Securities, on or prior to their
maturity, or
(3) a combination of (1) and (2) that will be sufficient to
pay all or that portion of the principal, premium and interest
due and to become due on those Debt Securities, on or prior to
their maturity (Indenture, Section 701).
LIMITATION ON LIENS. So long as any Debt Securities remain
outstanding, FPL Group Capital will not secure any indebtedness with a lien on
any shares of the capital stock of any of its majority-owned subsidiaries, which
shares of capital stock FPL Group Capital now or hereafter directly owns, unless
FPL Group Capital equally secures all Debt Securities. However, this restriction
does not apply to or prevent:
(1) any lien on capital stock created at the time FPL Group
Capital acquires that capital stock, or within 270 days after
that time, to secure all or a portion of the purchase price
for that capital stock;
(2) any lien on capital stock existing at the time FPL Group
Capital acquires that capital stock (whether or not FPL Group
Capital assumes the obligations secured by the lien and
whether or not the lien was created in contemplation of the
acquisition);
(3) any extensions, renewals or replacements of the liens
described in (1) and (2) above, or of any indebtedness secured
by those liens; provided, that,
(a) the principal amount of indebtedness
secured by those liens immediately after the
extension, renewal or replacement may not
exceed the principal amount of indebtedness
secured by those liens immediately before
the extension, renewal or replacement, and
(b) the extension, renewal or replacement
lien is limited to no more than the same
proportion of all shares of capital stock as
were covered by the lien that was extended,
renewed or replaced; or
(4) any lien arising in connection with court proceedings;
provided, that, either
(a) the execution or enforcement of that
lien is effectively stayed within 30 days
after entry of the corresponding judgment
(or the corresponding judgment has
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been discharged within that 30 day period)
and the claims secured by that lien are
being contested in good faith by appropriate
proceedings;
(b) the payment of that lien is covered in
full by insurance and the insurance company
has not denied or contested coverage; or
(c) so long as that lien is adequately
bonded, any appropriate legal proceedings
that have been duly initiated for the review
of the corresponding judgement, decree or
order have not been fully terminated or the
periods within which those proceedings may
be initiated have not expired.
Liens on any shares of the capital stock of any of FPL Group
Capital's majority-owned subsidiaries, which shares of capital stock FPL Group
Capital now or hereafter directly owns, other than liens described in (1)
through (4) above, are referred to in this prospectus as "Restricted Liens". The
foregoing limitation does not apply to the extent that FPL Group Capital creates
any Restricted Liens to secure indebtedness that, together with all other
indebtedness of FPL Group Capital secured by Restricted Liens, does not at the
time exceed 5% of FPL Group Capital's Consolidated Capitalization (Indenture,
Section 608).
The foregoing limitation does not limit in any manner the
ability of:
(1) FPL Group Capital to place liens on any of its assets
other than the capital stock of directly held, majority-owned
subsidiaries;
(2) FPL Group Capital or FPL Group to cause the transfer of
its assets or those of its subsidiaries, including the capital
stock covered by the foregoing restrictions;
(3) FPL Group to place liens on any of its assets; or
(4) any of the direct or indirect subsidiaries of FPL Group
Capital or FPL Group (other than FPL Group Capital) to place
liens on any of their assets.
CONSOLIDATION, MERGER, AND SALE OF ASSETS. Under the
Indenture, FPL Group Capital may not consolidate with or merge into any other
entity or convey, transfer or lease its properties and assets substantially as
an entirety to any entity, unless:
(1) the entity formed by that consolidation, or the entity
into which FPL Group Capital is merged, or the entity that
acquires or leases FPL Group Capital's property and assets, is
a entity organized and existing under the laws of the United
States, any State or the District of Columbia and that entity
expressly assumes FPL Group Capital's obligations on all Debt
Securities and under the Indenture;
(2) immediately after giving effect to the transaction, no
event of default under the Indenture and no event that, after
notice or lapse of time or both, would become an event of
default under the Indenture exists; and
(3) FPL Group Capital delivers an officer's certificate and an
opinion of counsel to the Indenture Trustee, as provided in
the Indenture (Indenture, Section 1101).
The Indenture does not restrict FPL Group Capital in a merger
in which FPL Group Capital is the surviving entity.
EVENTS OF DEFAULT. Each of the following is an event of
default under the Indenture with respect to the Debt Securities of any series:
(1) failure to pay interest on the Debt Securities of that
series within 30 days after it is due;
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(2) failure to pay principal or premium, if any, on the Debt
Securities of that series when it is due;
(3) failure to comply with any other covenant in the
Indenture, other than a covenant that does not relate to that
series of Debt Securities, that continues for 90 days after
FPL Group Capital receives written notice from the Indenture
Trustee or FPL Group Capital and the Indenture Trustee receive
written notice from the registered owners of at least 33% in
principal amount of the Debt Securities of that series;
(4) certain events of bankruptcy, insolvency or reorganization
of FPL Group Capital;
(5) any other event of default specified with respect to the
Debt Securities of that series (Indenture, Section 801).
An event of default with respect to the Debt Securities of a
particular series will not necessarily constitute an event of default with
respect to Debt Securities of any other series issued under the Indenture.
REMEDIES. If an event of default applicable to the Debt
Securities of one or more series, but not applicable to all outstanding Debt
Securities, exists, then either the Indenture Trustee or the registered owners
of at least 33% in aggregate principal amount of the Debt Securities of each of
those series may declare the principal of and interest on all the Debt
Securities of that series to be due and payable immediately. However, under the
Indenture, some Debt Securities may provide for a specified amount less than
their entire principal amount to be due and payable upon that declaration. These
Debt Securities are defined as "Discount Securities" in the Indenture.
If the event of default is applicable to all outstanding Debt
Securities, then only the Indenture Trustee or the registered owners of at least
33% in aggregate principal amount of all outstanding Debt Securities of all
series, voting as one class, and not the registered owners of any one series,
may make a declaration of acceleration. However, the event of default giving
rise to the declaration relating to any series of Debt Securities will be
automatically waived, and that declaration and its consequences will be
automatically rescinded and annulled, if, at any time after that declaration and
before a judgment or decree for payment of the money due has been obtained:
(1) FPL Group Capital deposits with the Indenture Trustee a
sum sufficient to pay:
(a) all overdue interest on all Debt Securities
of that series;
(b) the principal of and any premium on any
Debt Securities of that series that have
become due for reasons other than that
declaration, and interest that is then due;
(c) interest on overdue interest for that
series; and
(d) all amounts due to the Indenture Trustee
under the Indenture; and
(2) any other event of default with respect to the Debt
Securities of that series has been cured or waived as provided
in the Indenture (Indenture, Section 802).
Other than its obligations and duties in case of an event of
default under the Indenture, the Indenture Trustee is not obligated to exercise
any of its rights or powers under the Indenture at the request or direction of
any of the registered owners, unless those registered owners offer reasonable
indemnity to the Indenture Trustee (Indenture, Section 903). If they provide
this reasonable indemnity, the registered owners of a majority in principal
amount of any series of Debt Securities will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee, or exercising any trust or power conferred on the Indenture
Trustee, with respect to the Debt Securities of that series. However, if an
event of default under the Indenture relates to more than one series of Debt
Securities, only the registered owners of a majority in aggregate principal
amount of all affected series of Debt Securities, considered as one class, will
have the right to make that direction. Also, the direction must not violate any
law or the Indenture, and may not expose
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the Indenture Trustee to personal liability in circumstances where its indemnity
would not, in the Indenture Trustee's sole discretion, be adequate (Indenture,
Section 812).
No registered owner of Debt Securities of any series will have
any right to institute any proceeding under the Indenture, or any remedy under
the Indenture, unless:
(1) that registered owner has previously given to the
Indenture Trustee written notice of a continuing event of
default with respect to the Debt Securities of that series,
(2) the registered owners of a majority in aggregate principal
amount of the outstanding Debt Securities of all series in
respect of which an event of default under the Indenture
exists, considered as one class, have made written request to
the Indenture Trustee, and have offered reasonable indemnity
to the Indenture Trustee to institute that proceeding in its
own name as trustee, and
(3) the Indenture Trustee has failed to institute any
proceeding, and has not received from the registered owners of
a majority in aggregate principal amount of the outstanding
Debt Securities of that series a direction inconsistent with
that request, within 60 days after that notice, request and
offer (Indenture, Section 807).
However, these limitations do not apply to a suit instituted by a registered
owner of a Debt Security for the enforcement of payment of the principal of or
any premium or interest on that Debt Security on or after the applicable due
date specified in that Debt Security (Indenture, Section 808).
FPL Group Capital is required to deliver to the Indenture
Trustee an annual statement as to its compliance with all conditions and
covenants under the Indenture (Indenture, Section 606).
MODIFICATION AND WAIVER. Without the consent of any registered
owner of Debt Securities, FPL Group Capital and the Indenture Trustee may amend
or supplement the Indenture for any of the following purposes:
(1) to provide for the assumption by any permitted successor
to FPL Group Capital of FPL Group Capital's obligations under
the Indenture and the Debt Securities in the case of a merger
or consolidation or a sale of its assets;
(2) to add covenants of FPL Group Capital, or to surrender any
right or power conferred upon FPL Group Capital by the
Indenture;
(3) to add any additional events of default;
(4) to change, eliminate or add any provision of the
Indenture, provided that if that change, elimination or
addition will materially adversely affect the interests of the
registered owners of Debt Securities of any series or Tranche,
that change, elimination or addition will become effective
with respect to that series or Tranche only
(a) when the consent of the registered
owners of Debt Securities of that series or
Tranche has been obtained, or
(b) when no Debt Securities of that series
or Tranche remain outstanding under the
Indenture;
(5) to provide security for all but not part of the Debt
Securities;
(6) to establish the form or terms of Debt Securities of any
other series or Tranche;
(7) to provide for the authentication and delivery of bearer
securities and the related coupons and for other matters
relating to those bearer securities;
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(8) to accept the appointment of a successor Indenture Trustee
with respect to the Debt Securities of one or more series and
to change any of the provisions of the Indenture as necessary
to provide for the administration of the trusts under the
Indenture by more than one trustee;
(9) to add procedures to permit the use of a non-certificated
system of registration for the Debt Securities of all or any
series or Tranche;
(10) to change any place where
(a) the principal of and premium and interest on
all or any series or Tranche of Debt Securities
are payable,
(b) all or any series or Tranche of Debt
Securities may be transferred or exchanged,
and
(c) notices and demands to or upon FPL Group
Capital in respect of Debt Securities and
the Indenture may be served; or
(11) to cure any ambiguity or inconsistency or to add or
change any other provisions with respect to matters and
questions arising under the Indenture, provided those changes
or additions may not materially adversely affect the interests
of the registered owners of Debt Securities of any series or
Tranche (Indenture, Section 1201).
The registered owners of a majority in aggregate principal
amount of the Debt Securities of all series then outstanding may waive
compliance by FPL Group Capital with certain restrictive provisions of the
Indenture (Indenture, Section 607). The registered owners of a majority in
principal amount of the outstanding Debt Securities of any series may waive any
past default under the Indenture with respect to that series, except a default
in the payment of principal, premium, or interest and a default with respect to
certain restrictive covenants or provisions of the Indenture that cannot be
modified or amended without the consent of the registered owner of each
outstanding Debt Security of that series affected (Indenture, Section 813).
In addition to any amendments described above, if the Trust
Indenture Act is amended after the date of the Indenture in a way that requires
changes to the Indenture or in a way that permits changes to, or the elimination
of, provisions that were previously required by the Trust Indenture Act, the
Indenture will be deemed to be amended to conform to that amendment of the Trust
Indenture Act or to make those changes, additions or eliminations. FPL Group
Capital and the Indenture Trustee may, without the consent of any registered
owners, enter into supplemental indentures to make that amendment (Indenture,
Section 1201).
Except for any amendments described above, the consent of the
registered owners of a majority in aggregate principal amount of the Debt
Securities of all series then outstanding, considered as one class, is required
for all other modifications to the Indenture. However, if less than all of the
series of Debt Securities outstanding are directly affected by a proposed
supplemental indenture, then the consent only of the registered owners of a
majority in aggregate principal amount of outstanding Debt Securities of all
directly affected series, considered as one class, is required. But, if FPL
Group Capital issues any series of Debt Securities in more than one Tranche and
if the proposed supplemental indenture directly affects the rights of the
registered owners of Debt Securities of less than all of those Tranches, then
the consent only of the registered owners of a majority in aggregate principal
amount of the outstanding Debt Securities of all directly affected Tranches,
considered as one class, will be required. However, none of those amendments or
modifications may:
(1) change the dates on which the principal of or interest on
a Debt Security is due without the consent of the registered
owner of that Debt Security,
(2) reduce any Debt Security's principal amount or rate of
interest (or the amount of any installment of that interest)
or change the method of calculating that rate without the
consent of the registered owner of that Debt Security,
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(3) reduce any premium payable upon the redemption of a Debt
Security without the consent of the registered owner of that
Debt Security,
(4) change the currency (or other property) in which a Debt
Security is payable without the consent of the registered
owner of that Debt Security,
(5) impair the right to sue to enforce payments on any Debt
Security on or after the date that it states that the payment
is due (or, in the case of redemption, on or after the
redemption date) without the consent of the registered owner
of that Debt Security,
(6) reduce the percentage in principal amount of the
outstanding Debt Security of any series or Tranche whose
owners must consent to an amendment, supplement or waiver
without the consent of the registered owner of each
outstanding Debt Security of that series or Tranche,
(7) reduce the requirements for quorum or voting without the
consent of the registered owner of each outstanding Debt
Security of that series or Tranche, or
(8) modify certain of the provisions of the Indenture relating
to supplemental indentures, waivers of certain covenants and
waivers of past defaults with respect to the Debt Securities
of any series or Tranche, without the consent of the
registered owner of each outstanding Debt Security affected by
the modification.
A supplemental indenture that changes or eliminates any
provision of the Indenture that has expressly been included only for the benefit
of one or more particular series or Tranches of Debt Securities, or that
modifies the rights of the registered owners of Debt Securities of that series
or Tranche with respect to that provision, will not affect the rights under the
Indenture of the registered owners of the Debt Securities of any other series or
Tranche (Indenture, Section 1201).
The Indenture provides that, in order to determine whether the
registered owners of the required principal amount of the outstanding Debt
Securities have given any request, demand, authorization, direction, notice,
consent or waiver under the Indenture, or whether a quorum is present at the
meeting of the registered owners of Debt Securities, Debt Securities owned by
FPL Group Capital or any other obligor upon the Debt Securities or any affiliate
of FPL Group Capital or of that other obligor (unless FPL Group Capital, that
affiliate or that obligor owns all Debt Securities outstanding under the
Indenture, determined without regard to this provision) will be disregarded and
deemed not to be outstanding.
If FPL Group Capital solicits any action under the Indenture
from registered owners of Debt Securities, FPL Group Capital may, at its option,
by signing a written request to the Indenture Trustee, fix in advance a record
date for determining the registered owners of Debt Securities entitled to take
that action. However, FPL Group Capital will not be obligated to do this. If FPL
Group Capital does do this, that action may be taken before or after that record
date, but only the registered owners of record at the close of business on that
record date will be deemed to be registered owners of Debt Securities for the
purposes of determining whether registered owners of the required proportion of
the outstanding Debt Securities have authorized that action. For these purposes
the outstanding Debt Securities will be computed as of the record date. Any
action of a registered owner of any Debt Security under the Indenture will bind
every future registered owner of that Debt Security, or any Debt Security
replacing that Debt Security, with respect to anything that the Indenture
Trustee or FPL Group Capital do, fail to do, or allow to be done in reliance on
that action, whether or not that action is noted upon that Debt Security
(Indenture, Section 104).
RESIGNATION OF INDENTURE TRUSTEE. The Indenture Trustee may
resign at any time with respect to any series of Debt Securities by giving
written notice of its resignation to FPL Group Capital. Also, the registered
owners of a majority in principal amount of the outstanding Debt Securities of
one or more series of Debt Securities may remove the Indenture Trustee any time
with respect to the Debt Securities of that series, by delivering an instrument
evidencing this action to the Indenture Trustee and FPL Group Capital. The
resignation or removal of the Indenture Trustee and the appointment of a
successor trustee will not become effective until a successor trustee accepts
its appointment.
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Except with respect to an Indenture Trustee appointed by the
registered owners of Debt Securities, the Indenture Trustee will be deemed to
have resigned and the successor will be deemed to have been appointed as trustee
in accordance with the Indenture if:
(1) no event of default under the Indenture or event that,
after notice or lapse of time, or both, would become an event
of default under the Indenture exists, and
(2) FPL Group Capital has delivered to the Indenture Trustee a
resolution of its Board of Directors appointing a successor
trustee and that successor has accepted that appointment in
accordance with the terms of the Indenture (Indenture, Section
910).
NOTICES. Notices to registered owners of Debt Securities will
be sent by mail to the addresses of those registered owners as they appear in
the security register for those Debt Securities.
TITLE. FPL Group Capital, the Indenture Trustee, and any agent
of FPL Group Capital or the Indenture Trustee, may treat the person in whose
name a Debt Security is registered as the absolute owner of that Debt Security,
whether or not that Debt Security is overdue, for the purpose of making payments
and for all other purposes, regardless of any notice to the contrary.
GOVERNING LAW. The Indenture and the Debt Securities will be
governed by, and interpreted in accordance with, the laws of the State of New
York, without regard to New York's conflict of law principles, except to the
extent that the law of any other jurisdiction is mandatorily applicable.
REGARDING THE INDENTURE TRUSTEE. In addition to acting as
Indenture Trustee, The Bank of New York acts as Security Registrar and Paying
Agent under the Indenture and as Guarantee Trustee under the Guarantee Agreement
described under "Description of the Guarantee" below. FPL Group Capital also
maintains various banking and trust relationships with The Bank of New York.
SUPPORT AGREEMENT. FPL Group Capital and FPL Group entered
into a Support Agreement dated as of December 18, 1985. The registered owners of
the Offered Debt Securities are not entitled to enforce the covenants and
agreements contained in the Support Agreement. The Support Agreement may be
modified or terminated at any time without the consent of those registered
owners.
DESCRIPTION OF THE GUARANTEE
GENERAL. This section briefly summarizes some of the
provisions of the Guarantee Agreement, dated as of June 1, 1999, between FPL
Group and The Bank of New York, as Guarantee Trustee. The Guarantee Agreement
was executed for the benefit of the Indenture Trustee, which holds the Guarantee
Agreement for the benefit of registered owners of the Debt Securities covered by
the Guarantee Agreement. This summary does not contain a complete description of
the Guarantee Agreement. You should read this summary together with the
Guarantee Agreement for a complete understanding of the provisions that may be
important to you and for the definitions of some terms used in this summary that
are not defined in this prospectus but are defined in the Guarantee Agreement.
The Guarantee Agreement is on file with the SEC and is incorporated by reference
in this prospectus. In addition, the Guarantee Agreement is qualified as an
indenture under the Trust Indenture Act and is therefore subject to the
provisions of the Trust Indenture Act. You should read the Trust Indenture Act
for a complete understanding of provisions that may be important to you.
Under the Guarantee Agreement, FPL Group absolutely,
irrevocably and unconditionally guarantees the prompt and full payment, when due
and payable (including upon acceleration or redemption), of the principal,
interest and premium on the Debt Securities that are covered by the Guarantee
Agreement to the registered owners of those Debt Securities, according to the
terms of those Debt Securities and the Indenture. All of the Offered Debt
Securities will be covered by the Guarantee Agreement. This guarantee is
referred to in this prospectus as the "Guarantee." FPL Group is only required to
make these payments if FPL Group Capital fails to pay or provide for punctual
payment of any of those amounts on or before the expiration of any applicable
grace periods. In the Guarantee Agreement, FPL Group has waived its right to
require the Guarantee Trustee, the
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<PAGE>
Indenture Trustee or the registered owners of Debt Securities covered by the
Guarantee Agreement to exhaust their remedies against FPL Group Capital prior to
bringing suit against FPL Group.
The Guarantee is a guarantee of payment when due (i.e., the
guaranteed party may institute a legal proceeding directly against FPL Group to
enforce its rights under the Guarantee Agreement without first instituting a
legal proceeding against any other person or entity). The Guarantee is not a
guarantee of collection.
SECURITY AND RANKING. The Guarantee is an unsecured obligation
of FPL Group, and will rank equally with all other unsecured and unsubordinated
indebtedness of FPL Group. There is no limit on the amount of other
indebtedness, including guarantees, that FPL Group may issue.
FPL Group is a holding company that derives substantially all
of its income from its operating subsidiaries. Therefore, the Guarantee is
effectively subordinated to debt and preferred stock issued by FPL Group's
subsidiaries. Neither the Indenture nor the Guarantee Agreement places any limit
on the amount of debt or preferred stock that FPL Group's subsidiaries may
issue.
EVENTS OF DEFAULT. An event of default under the Guarantee
Agreement will occur upon the failure of FPL Group to perform any of its payment
obligations under the Guarantee Agreement. The registered owners of a majority
of the aggregate principal amount of the Debt Securities covered by the
Guarantee Agreement have the right to:
(1) direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee
with respect to the Guarantee Agreement or
(2) direct the exercise of any trust or power conferred upon
the Guarantee Trustee under the Guarantee Agreement.
The Guarantee Trustee must give notice of all defaults known
to the Guarantee Trustee to the registered owners of Debt Securities covered by
the Guarantee Agreement within 90 days after the occurrence of that default, in
the manner and to the extent provided in subsection (c) of Section 313 of the
Trust Indenture Act.
The Guarantee Trustee, the Indenture Trustee and the
registered owners of Offered Debt Securities covered by the Guarantee Agreement
have all of the rights and remedies available under applicable law and may sue
to enforce the terms of the Guarantee Agreement and to recover damages for the
breach of the Guarantee Agreement. The remedies of each of the Guarantee
Trustee, the Indenture Trustee and the registered owners of Debt Securities
covered by the Guarantee Agreement, to the extent permitted by law, are
cumulative and in addition to any other remedy now or hereafter existing at law
or in equity. At the option of each of the Guarantee Trustee, the Indenture
Trustee or the registered owners of Debt Securities covered by the Guarantee
Agreement, that person or entity may join the Guarantor in any lawsuit commenced
by that person or entity against FPL Group Capital with respect to any
obligations under the Guarantee Agreement. Also, that person or entity may
recover against the Guarantor in that lawsuit, or in any independent lawsuit
against the Guarantor, without first asserting, prosecuting or exhausting any
remedy or claim against FPL Group Capital.
FPL Group is required to deliver to the Guarantee Trustee an
annual statement as to its compliance with all conditions under the Guarantee
Agreement.
MODIFICATION. The Guarantor and the Guarantee Trustee may,
without the consent of any registered owner of Debt Securities, agree to any
changes to the Guarantee Agreement that add additional debt securities to the
Guarantee Agreement or that do not materially adversely affect the rights of
registered owners. The Guarantee Agreement may be amended with the prior
approval of the registered owners of a majority in aggregate principal amount of
all Debt Securities covered by the Guarantee Agreement. However, the right of
any registered owner of Debt Securities to receive payment under the Guarantee
Agreement on the due date of the Debt Securities held by that registered owner,
or to institute suit for the enforcement of that payment on or after that due
date, may not be impaired or affected without the consent of that registered
owner.
REGARDING THE GUARANTEE TRUSTEE. The Guarantee Trustee,
prior to the occurrence of a default by FPL Group in performance of the
Guarantee Agreement, will undertake to perform only those duties as are
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specifically set forth in the Guarantee Agreement and, after default with
respect to the Guarantee Agreement, must exercise the same degree of care as a
prudent individual would exercise in the conduct of his or her own affairs.
TERMINATION OF THE GUARANTEE AGREEMENT. The Guarantee
Agreement will terminate and be of no further force and effect upon full payment
of all Debt Securities covered by the Guarantee Agreement.
GOVERNING LAW. The Guarantee Agreement will be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of laws principles thereunder, except to the extent that the law of
any other jurisdiction is mandatorily applicable.
PLAN OF DISTRIBUTION
FPL Group Capital may sell the Offered Debt Securities:
(1) through underwriters or dealers,
(2) through agents, or
(3) directly to one or more purchasers.
THROUGH UNDERWRITERS OR DEALERS. If FPL Group Capital uses
underwriters in the sale, the underwriters will acquire the Offered Debt
Securities for their own account. The underwriters may resell the Offered Debt
Securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The underwriters may sell the Offered Debt Securities directly or through
underwriting syndicates represented by managing underwriters. Unless otherwise
stated in the prospectus supplement relating to Offered Debt Securities, the
obligations of the underwriters to purchase those Offered Debt Securities will
be subject to certain conditions, and the underwriters will be obligated to
purchase all of those Offered Debt Securities if they purchase any of them. If
FPL Group Capital uses a dealer in the sale, FPL Group Capital will sell Offered
Debt Securities to the dealer as principal. The dealer may then resell those
Offered Debt Securities at varying prices determined at the time of resale.
Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
THROUGH AGENTS. FPL Group Capital may designate one or more
agents to sell Offered Debt Securities. Unless stated in a prospectus
supplement, the agents will agree to use their best efforts to solicit purchases
for the period of their appointment.
DIRECTLY. FPL Group Capital may sell Offered Debt Securities
directly to one or more purchasers. In this case, no underwriters or agents
would be involved.
GENERAL INFORMATION. A prospectus supplement will state the
name of any underwriter, dealer or agent and the amount of any compensation,
underwriting discounts or concessions paid, allowed or reallowed to them. A
prospectus supplement will also state the proceeds to FPL Group Capital from the
sale of Offered Debt Securities, any initial public offering price and other
terms of the offering of those Offered Debt Securities.
FPL Group Capital may authorize agents, underwriters or
dealers to solicit offers by certain institutions to purchase Offered Debt
Securities from FPL Group Capital at the public offering price and on terms
described in the related prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
FPL Group Capital and FPL Group may have agreements to
indemnify agents, underwriters and dealers against certain civil liabilities,
including liabilities under the Securities Act of 1933.
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EXPERTS
The audited consolidated financial statements of FPL Group and
subsidiaries appearing in FPL Group's Annual Report on Form 10-K incorporated
herein by reference have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report included in said Annual Report on Form 10-K,
which report is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
Legal conclusions and opinions specifically attributed to
counsel in the documents incorporated by reference in this prospectus have been
reviewed by Steel Hector & Davis LLP, West Palm Beach, Florida, counsel to FPL
Group, and are set forth on the authority of that firm as experts.
LEGAL OPINIONS
Steel Hector & Davis LLP, West Palm Beach, Florida and Thelen
Reid & Priest LLP, New York, New York, co-counsel to FPL Group and FPL Group
Capital, will pass upon the legality of the Offered Debt Securities and the
Guarantee for FPL Group Capital and FPL Group. Winthrop, Stimson, Putnam &
Roberts, New York, New York will pass upon the legality of the Offered Debt
Securities and the Guarantee for any underwriter, dealer or agent. Thelen Reid &
Priest LLP and Winthrop, Stimson, Putnam & Roberts may rely as to all matters of
Florida law upon the opinion of Steel Hector & Davis LLP. Steel Hector & Davis
LLP may rely as to all matters of New York law on an opinion of Thelen Reid &
Priest LLP.
-----------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT.
NEITHER FPL GROUP CAPITAL NOR FPL GROUP HAS AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. NEITHER FPL GROUP CAPITAL NOR FPL GROUP IS
MAKING AN OFFER OF THESE OFFERED DEBT SECURITIES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS.
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[FPL Group Capital Logo]
$600,000,000 7 5/8% DEBENTURES, SERIES DUE SEPTEMBER 15, 2006
THE DEBENTURES WILL BE
ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY GUARANTEED BY
FPL GROUP, INC.
------------------------
PROSPECTUS SUPPLEMENT
SEPTEMBER 1, 1999
------------------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
FIRST UNION CAPITAL MARKETS CORP.
