AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000
REGISTRATION STATEMENT NOS. 333-_____ AND 333-_____-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FPL GROUP, INC. FLORIDA 59-2449419
FPL GROUP CAPITAL INC FLORIDA 59-2576416
(Exact name of each (State or other jurisdiction (I.R.S. Employer
registrant as specified of incorporation or Identification No.)
in its charter) organization)
----------------
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
----------------
<TABLE>
<CAPTION>
<S> <C> <C>
Dennis P. Coyle Jeffrey I. Mullens, P.A. Robert J. Reger, Jr., Esq.
General Counsel and Secretary Steel Hector & Davis LLP Thelen Reid & Priest LLP
FPL Group, Inc. 1900 Phillips Point West 40 West 57th Street
700 Universe Boulevard 777 South Flagler Drive New York, New York 10019
Juno Beach, Florida 33408 West Palm Beach, Florida 33401 (212) 603-2000
(561) 694-4644 (561) 650-7257
</TABLE>
(Names and addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
----------------
It is respectfully requested that the Commission also send copies of all
notices, orders and communications to:
Richard L. Harden, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement as
determined by market conditions and other factors.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================
Title of Each Class of Securities Proposed Maximum Aggregate Amount of
to be Registered Offering Price (1) Registration Fee
--------------------------------------------------------------------------------------
<S> <C> <C>
FPL Group Capital Inc Debt Securities $400,000,000 $105,600
FPL Group, Inc. Guarantee (2) (3)
======================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) The value attributable to the FPL Group, Inc. Guarantee, if any, is
reflected in the market price of the FPL Group Capital Inc Debt Securities.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate fee for the
FPL Group, Inc. Guarantee attributable to the FPL Group Capital Inc Debt
Securities registered pursuant hereto shall be payable.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS FILED AS PART
OF THIS REGISTRATION STATEMENT WILL BE USED AS A COMBINED PROSPECTUS IN
CONNECTION WITH THIS REGISTRATION STATEMENT AND REGISTRATION STATEMENT FILE NOS.
333-87941 AND 333-87941-01.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. FPL Group
Capital may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 14, 2000
PROSPECTUS
$500,000,000
FPL GROUP CAPITAL INC
DEBT SECURITIES
THE DEBT SECURITIES WILL BE ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY GUARANTEED BY
FPL GROUP, INC.
---------------------------------------------------
FPL Group Capital Inc may issue from time to time up to $500,000,000
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, if any, 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.
---------------------------------------------------
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.
_________, 2000
<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 the 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, 1999; and
(2) FPL Group's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
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. Accordingly, any of those statements are
qualified in their entirety by reference to, and are accompanied by, the
following important factors 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
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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
changes in laws or regulations and 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 and
equity ratio limits,
(2) industry and rate structure,
(3) operation of nuclear power facilities,
(4) acquisition, disposal, depreciation and amortization 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) availability, pricing and transportation of fuel and other energy
commodities,
(7) market demand for energy from generating plants or facilities,
(8) changes in tax rates or policies or in rates of inflation or in
accounting standards,
(9) unanticipated delays or changes in costs for capital projects,
(10) unanticipated changes in operating expenses and capital
expenditures,
(11) capital market conditions,
(12) competition for new energy development opportunities, and
(13) legal and administrative proceedings, whether civil, such as
environmental, or criminal, and settlements.
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All of these factors are difficult to predict and contain
uncertainties that 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. These operating subsidiaries' 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:
Fiscal years ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
5.26 3.88 4.09 4.20 3.97
FPL Group's consolidated ratio of earnings to fixed charges for the
three months ended March 31, 2000 was 3.63.
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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 name 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, if any, 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, if any, 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, if any, 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, if
any, 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).
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
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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).
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:
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(1) money in an amount that will be sufficient to pay all or that
portion of the principal, premium, if any, 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, if any, 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, if any, 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 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
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(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 an 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,
(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, and
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(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 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
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(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,
(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, if any, 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
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(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, if any, 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,
(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 of any series or
Tranche without the consent of the registered owner of each
outstanding Debt Security of that series or Tranche, or
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(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 1202).
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.
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.
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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, if any, 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 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
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(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 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.
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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.
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.
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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 upon the 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 JURISDICTION 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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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the securities
being registered, other than underwriting and/or agents compensation, are:
Filing Fee for Registration Statement................................$ 105,600
Legal and Accounting Fees............................................$ 125,000*
Printing (S-3, Prospectus, Prospectus Supplement, etc.)..............$ 15,000*
Fees of the Trustees.................................................$ 10,000*
Rating Agencies' Fees................................................$ 75,000*
Miscellaneous........................................................$ 13,400*
Total ............................................................$ 344,000*
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Statutes generally permits each registrant
to indemnify its directors, officers, employees or other agents who are subject
to any third-party actions because of their service to the registrant if such
persons acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the registrant. If the proceeding is a
criminal one, such person must also have had no reasonable cause to believe his
conduct was unlawful. In addition, each registrant may indemnify its directors,
officers, employees or other agents who are subject to derivative actions
against expenses and amounts paid in settlement which do not exceed, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the registrant. To the extent that a director, officer,
employee or other agent is successful on the merits or otherwise in defense of a
third-party or derivative action, such person will be indemnified against
expenses actually and reasonably incurred in connection therewith. This Section
also permits a corporation further to indemnify such persons by other means
unless a judgment or other final adjudication establishes that such person's
actions or omissions which were material to the cause of action constitute (1) a
crime (unless such person had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe it unlawful), (2) a transaction from which
he derived an improper personal benefit, (3) a transaction in violation of
Florida Statutes Section 607.0834 (unlawful distributions to shareholders), or
(4) willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Furthermore, Florida Statutes Section 607.0831 provides, in general, that
no director shall be personally liable for monetary damages to a registrant or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, unless: (a) the director breached or failed to
perform his duties as a director; and (b) the director's breach of, or failure
to perform, those duties constitutes (i) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (ii) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Florida
Statutes Section 607.0834 are applicable, (iv) in a proceeding by or in the
right of a registrant to procure a judgment in its favor or by or in the right
of a shareholder, conscious disregard for the best interest of a registrant, or
willful misconduct, or (v) in a proceeding by or in the right of someone other
than a registrant or a shareholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property. The term
"recklessness," as used above, means the action, or omission to act, in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the directors; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.
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Each registrant's By-laws provide generally that such registrant shall, to
the fullest extent permitted by law, indemnify all directors and officers of
such registrant, directors, officers, or other employees serving as a fiduciary
of an employee benefit plan of such registrant, as well as any employees or
agents of such registrant or other persons serving at the request of such
registrant in any capacity with any entity or enterprise other than such
registrant to whom such registrant has agreed to grant indemnification (each, an
"Indemnified Person") to the extent that any such person is made a party or
threatened to be made a party or called as a witness or is otherwise involved in
any action, suit, or proceeding in connection with his status as an Indemnified
Person. Such indemnification covers all expenses incurred by any Indemnified
Person (including attorneys' fees) and all liabilities and losses (including
judgments, fines and amounts to be paid in settlement) incurred thereby in
connection with any such action, suit or proceeding.
In addition, each registrant carries insurance permitted by the laws of
Florida on behalf of directors, officers, employees or agents which may cover,
among other things, liabilities under the Securities Act.
ITEM 16. EXHIBITS.
1 Form of Underwriting Agreement.
*4(a) Restated Articles of Incorporation of FPL Group dated December 31, 1984,
as amended through December 17, 1990 (filed as Exhibit 4(a) to
Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669).
*4(b) Amendment to FPL Group's Restated Articles of Incorporation dated June
27, 1996 (filed as Exhibit 3 to Form 10-Q for the quarter ended June 30,
1996, File No. 1-8841).
*4(c) By-Laws of FPL Group dated November 15, 1993 (filed as Exhibit 3(ii) to
Form 10-K for the year ended December 31, 1993, File No. 1-8841).
*4(d) Articles of Incorporation of FPL Group Capital dated July 31, 1985
(filed as Exhibit 3.1 to Registration Statement No. 33-6215).
*4(e) By-Laws of FPL Group Capital dated January 4, 1988 (filed as Exhibit
4(b) to Registration Statement No. 33-69786).
*4(f) Indenture, dated as of June 1, 1999, between FPL Group Capital and The
Bank of New York, as Trustee (filed as Exhibit 4(a) to Form 8-K dated
July 16, 1999, File No. 1-8841).
*4(g) Guarantee Agreement between FPL Group (as Guarantor) and The Bank of New
York (as Guarantee Trustee) dated as of June 1, 1999 (filed as Exhibit
4(b) to Form 8-K dated July 16, 1999, File No. 1-8841).
4(h) Form of Officer's Certificate relating to the Offered Debt Securities,
including form of Offered Debt Securities.
5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL Group
Capital and FPL Group.
5(b) Opinion and Consent of Thelen Reid & Priest LLP, counsel to FPL Group
Capital and FPL Group.
*12 Computation of ratio of earnings to fixed charges (filed as Exhibit
12(a) to Form 10-Q of FPL Group for the quarter ended March 31, 2000,
File No. 1-8841, and Exhibit 12(a) to Form 10-K of FPL Group for the
year ended December 31, 1999, File No. 1-8841).
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
23(c) Consent of Steel Hector & Davis LLP (included in opinion, attached
hereto as Exhibit 5(a)).
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<PAGE>
24 Powers of Attorney (included on the signature pages of this registration
statement).
25(a) Statement of Eligibility on Form T-1 of The Bank of New York, as
Guarantee Trustee.
25(b) Statement of Eligibility on Form T-1 of The Bank of New York, as
Indenture Trustee.
*Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; or (iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement, provided, however,
that the registrants need not file a post-effective amendment to
include the information required to be included by subsection (i)
or (ii) if such information is contained in periodic reports
filed by the registrants pursuant to Section 13 or Section 15(d)
of the Exchange Act, which are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of FPL Group's Annual Report pursuant
to Section 13(a) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by either registrant of
expenses incurred or paid by a director, officer or controlling person of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant against which the claim is asserted
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such agent for service as its attorney-in-fact with
like authority to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, FPL Group, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Juno Beach, State of Florida, on the 12th day of
June, 2000.
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 Chairman of the Board, Chief
------------------------------------ Executive Officer and Director
James L. Broadhead (Principal Executive Officer) June 12, 2000
/s/ K. Michael Davis Controller and Chief Accounting
------------------------------------ Officer (Principal Financial and
K. Michael Davis Accounting Officer) June 12, 2000
/s/ H. Jesse Arnelle Director June 12, 2000
------------------------------------
H. Jesse Arnelle
Director
------------------------------------
Sherry S. Barrat
Director
------------------------------------
Robert M. Beall, II
/s/ J. Hyatt Brown Director June 12, 2000
------------------------------------
J. Hyatt Brown
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<PAGE>
Signature Title Date
--------- ----- ----
Director
------------------------------------
Armando M. Codina
Director
------------------------------------
Marshall M. Criser
/s/ Willard D. Dover Director June 12, 2000
------------------------------------
Willard D. Dover
/s/ Alexander W. Dreyfoos, Jr. Director June 12, 2000
------------------------------------
Alexander W. Dreyfoos Jr.
/s/ Paul J. Evanson Director June 12, 2000
------------------------------------
Paul J. Evanson
Director
------------------------------------
Drew Lewis
/s/ Frederic V. Malek Director June 12, 2000
------------------------------------
Frederic V. Malek
Director
------------------------------------
Paul R. Tregurtha
</TABLE>
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<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such agent for service as its attorney-in-fact with
like authority to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, FPL Group
Capital Inc certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Juno Beach, State of Florida, on the 12th day of
June, 2000.
FPL GROUP CAPITAL INC
By /s/ James L. Broadhead
-------------------------------------
James L. Broadhead
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James L. Broadhead President, Chief Executive Officer
------------------------------------ and Director (Principal Executive
James L. Broadhead Officer) June 12, 2000
/s/ Lewis Hay, III Vice President, Chief Financial
------------------------------------ Officer and Director (Principal
Lewis Hay, III Financial Officer) June 12, 2000
/s/ K. Michael Davis Controller and Chief Accounting
------------------------------------ Officer (Principal Accounting
K. Michael Davis Officer) June 12, 2000
/s/ Robert L. McGrath Vice President, Treasurer, Assistant
------------------------------------ Secretary and Director June 12, 2000
Robert L. McGrath
</TABLE>
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<PAGE>
EXHIBIT INDEX
1 Form of Underwriting Agreement.
4(h) Form of Officer's Certificate relating to the Offered Debt Securities,
including form of Offered Debt Securities.
5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL Group
Capital and FPL Group.
5(b) Opinion and Consent of Thelen Reid & Priest LLP, counsel to FPL Group
Capital and FPL Group.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
23(c) Consent of Steel Hector & Davis LLP (included in opinion, attached
hereto as Exhibit 5(a)).
24 Powers of Attorney (included on the signature pages of this registration
statement).
25(a) Statement of Eligibility on Form T-1 of The Bank of New York, as
Guarantee Trustee.
25(b) Statement of Eligibility on Form T-1 of The Bank of New York, as
Indenture Trustee.
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