AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2002
REGISTRATION STATEMENT NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FPL GROUP, INC. FLORIDA 59-2449419
(Exact name of registrant as (State or other jurisdiction of (I.R.S. Employer
specified in its charter) incorporation or organization) Identification No.)
----------------
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
----------------
Dennis P. Coyle, Esq. Thomas R. McGuigan, P.A. Robert J. Reger, Jr., Esq.
General Counsel and Secretary Steel Hector & Davis LLP Thelen Reid & Priest LLP
FPL Group, Inc. 200 South Biscayne Boulevard 875 Third Avenue
700 Universe Boulevard Suite 4000 New York, New York 10022
Juno Beach, Florida 33408 Miami, Florida 33131 (212) 603-2000
(561) 694-4000 (305) 577-7000
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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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.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
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. |_|
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. |_|
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Maximum
Title of Each Class of Securities to Amount to be Proposed Maximum Offering Aggregate Offering Amount of
be Registered Registered Price Per Share(1) Price(1) Registration Fee
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Common Stock, $0.01 Par Value 1,000,000 (2) $59.51 $59,510,000 $5,475
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Preferred Share Purchase Rights 1,000,000 (3) N/A N/A (4)
=======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low sale prices
of the common stock of FPL Group, Inc. on December 19, 2002 on the New York
Stock Exchange Composite Tape.
(2) This registration statement also relates to such indeterminate number of
additional shares of common stock of FPL Group as may be issuable as a
result of stock splits, stock dividends, recapitalizations, mergers,
reorganizations, combinations or exchange of shares or other similar
events.
(3) The preferred share purchase rights are attached to and will trade with the
common stock. The value attributable to the preferred share purchase
rights, if any, is reflected in the market price of the common stock.
(4) Since no separate consideration is paid for the preferred share purchase
rights, the registration fee for such securities is included in the
registration fee for the common stock.
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 No.
33-56869.
This registration statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act, and Rules 456 and 462 promulgated thereunder.
PROSPECTUS
1,099,166 Shares
[FPL GROUP LOGO]
FPL GROUP, INC.
COMMON STOCK, $.01 PAR VALUE
--------------------------
DIVIDEND REINVESTMENT AND COMMON SHARE PURCHASE PLAN
--------------------------
The Dividend Reinvestment and Common Share Purchase Plan (Plan) of FPL
Group, Inc. (FPL Group) provides participants in the Plan with a simple and
convenient method of reinvesting cash dividends in and purchasing additional
shares of FPL Group's common stock, $.01 par value, and the preferred share
purchase rights attached thereto (Rights). Any holder of record of FPL Group
common stock or of preferred stock of Florida Power & Light Company (FPL) is
eligible to join the Plan.
FPL Group's common stock is listed on the New York Stock Exchange and
trades under the symbol "FPL."
Participants who are already enrolled in the Plan will continue to
participate in the Plan without any further action on their part.
Holders of FPL Group common stock and/or FPL preferred stock who elect to
participate may (a) have cash dividends on all or some of their shares
automatically invested in FPL Group common stock and (b) invest optional cash
payments in FPL Group common stock.
The price of common stock purchased directly from FPL Group for
participants in the Plan with reinvested dividends on their FPL Group common
stock, with invested dividends on FPL preferred stock and with optional cash
payments will be the average of the daily high and low sale prices of common
stock as reported on the consolidated tape for New York Stock Exchange listed
companies administered by the Consolidated Tape Association for the period of
the last three days on which the common stock was traded immediately preceding
the Investment Date. The Investment Dates are the common stock dividend payment
dates, which are normally on the 15th day of March, June, September and
December. The price of common stock purchased on the open market or through
negotiated transactions will be the weighted average price for all shares
purchased through the Agent for the Plan during the Investment Period. The
Investment Period is the 30-day period beginning on the common stock dividend
payment date.
FPL GROUP AND FPL CANNOT ASSURE A PARTICIPANT OF A PROFIT OR PROTECT A
PARTICIPANT AGAINST A LOSS ON THE SHARES OF COMMON STOCK PURCHASED BY A
PARTICIPANT UNDER THE PLAN.
SEE "CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS"
BEGINNING ON PAGE 3 OF THIS PROSPECTUS TO READ ABOUT CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE MAKING AN INVESTMENT IN THESE SECURITIES. YOU SHOULD ALSO REVIEW
THE DOCUMENTS INCORPORATED BY REFERENCE ON PAGE 3 OF THIS PROSPECTUS FOR
ADDITIONAL FACTORS YOU SHOULD CONSIDER.
FPL Group's principal executive office is located at 700 Universe
Boulevard, Juno Beach, Florida 33408, telephone number (561) 694-4000, and its
mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.
It is suggested that this prospectus be retained for future reference.
--------------------------
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.
The date of this prospectus is December 23, 2002
TABLE OF CONTENTS
Page
----
WHERE YOU CAN FIND MORE INFORMATION............................................3
INCORPORATION BY REFERENCE.....................................................3
CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS..........3
FPL GROUP AND SUBSIDIARIES.....................................................5
SELECTED CONSOLIDATED FINANCIAL DATA OF FPL GROUP..............................6
DESCRIPTION OF THE PLAN........................................................7
Purpose...................................................................7
Advantages................................................................7
Disadvantages.............................................................7
Administration............................................................8
Eligibility...............................................................8
Participation.............................................................8
Expenses.................................................................11
Purchases................................................................11
Optional Cash Payments...................................................12
Online Services..........................................................14
Reports to Participants..................................................14
Crediting of Cash Dividends..............................................15
Safekeeping of Certificates..............................................15
Certificates for Shares and Rights.......................................15
Sales and Transfers......................................................16
Partial Withdrawals of Shares............................................17
Withdrawal from Plan.....................................................17
Other Information........................................................18
USE OF PROCEEDS...............................................................19
FEDERAL INCOME TAX CONSEQUENCES...............................................20
DESCRIPTION OF COMMON STOCK...................................................21
FPL GROUP COMMON STOCK DIVIDENDS..............................................25
EXPERTS.......................................................................25
LEGAL OPINIONS................................................................25
INDEMNIFICATION...............................................................26
2
WHERE YOU CAN FIND MORE INFORMATION
FPL Group files annual, quarterly and other reports and other information
with the Securities and Exchange Commission (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).
INCORPORATION BY REFERENCE
The SEC allows FPL Group to "incorporate by reference" the information that
FPL Group files with the SEC, which means 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 is 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 sells all of these securities:
(1) FPL Group's Annual Report on Form 10-K for the year ended December 31,
2001;
(2) FPL Group's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002; and
(3) FPL Group's Current Reports on Form 8-K, filed with the SEC on April
5, 2002 (excluding that portion furnished under Item 9), May 23, 2002,
August 12, 2002, September 27, 2002 and September 30, 2002.
You may request a copy of these documents, at no cost to you, by writing or
calling Dinah Washam, Coordinator, Shareholder Services, FPL Group, Inc., 700
Universe Boulevard, Juno Beach, Florida 33408, (800) 222-4511.
CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, FPL Group is hereby filing cautionary statements
identifying important factors that could cause FPL Group's actual results to
differ materially from those projected in forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995) made by
or on behalf of FPL Group 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,"
"target," "outlook") are not statements of historical facts and may be
forward-looking. Forward-looking statements involve estimates, assumptions and
uncertainties. Accordingly, any such statements are qualified in their entirety
by reference to, and are accompanied by, the following important factors (in
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements) that could cause FPL Group's
actual results to differ materially from those contained in forward-looking
statements made by or on behalf of FPL Group.
Any forward-looking statement speaks only as of the date on which that
statement is made, and FPL Group undertakes no 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
3
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.
The following are some important factors that could have a significant
impact on FPL Group's operations and financial results, and could cause FPL
Group's actual results or outcomes to differ materially from those discussed in
the forward-looking statements:
o FPL Group is subject to changes in laws or regulations, including the
Public Utility Regulatory Policies Act of 1978 and the Public Utility
Holding Company Act of 1935, changing governmental policies and regulatory
actions, including those of the Federal Energy Regulatory Commission, the
Florida Public Service Commission and the utility commissions of other
states in which FPL Group has operations, and the U.S. Nuclear Regulatory
Commission, with respect to, among other things, allowed rates of return,
industry and rate structure, operation of nuclear power facilities,
operation and construction of plant facilities, operation and construction
of transmission facilities, acquisition, disposal, depreciation and
amortization of assets and facilities, recovery of fuel and purchased power
costs, decommissioning costs, return on common equity and equity ratio
limits, and present or prospective wholesale and retail competition
(including but not limited to retail wheeling and transmission costs). The
Florida Public Service Commission has the authority to disallow recovery of
costs that it considers excessive or imprudently incurred.
o The regulatory process generally restricts the ability of Florida Power &
Light Company, FPL Group's principal subsidiary, to grow earnings and does
not provide any assurance as to achievement of earnings levels.
o FPL Group is subject to extensive federal, state and local environmental
statutes, rules and regulations relating to air quality, water quality,
waste management, natural resources and health and safety that could, among
other things, restrict or limit the use of certain fuels required for the
production of electricity. There are significant capital, operating and
other costs associated with compliance with these environmental statutes,
rules and regulations, and those costs could be even more significant in
the future.
o FPL Group operates in a changing market environment influenced by various
legislative and regulatory initiatives regarding deregulation, regulation
or restructuring of the energy industry, including deregulation of the
production and sale of electricity. FPL Group and its subsidiaries will
need to adapt to these changes and may face increasing competitive
pressure.
o The operation of power generation facilities involves many risks, including
start up risks, breakdown or failure of equipment, transmission lines,
pipelines, the dependence on a specific fuel source or the impact of
unusual or adverse weather conditions (including natural disasters such as
hurricanes), as well as the risk of performance below expected levels of
output or efficiency. This could result in lost revenues and/or increased
expenses. Insurance, warranties or performance guarantees may not cover any
or all of the lost revenues or increased expenses, including the cost of
replacement power. In addition to these risks, FPL Group's nuclear units
face certain risks that are unique to the nuclear industry including
additional regulatory actions up to and including shut down of the units
stemming from public safety concerns both at FPL Group's plants as well as
at the plants of other nuclear operators. Breakdown or failure of an FPL
Energy, LLC operating facility may prevent the facility from performing
under applicable power sales agreements which, in certain situations, could
result in termination of the agreement or incurring a liability for
liquidated damages.
o FPL Group's ability to successfully and timely complete its power
generation facilities currently under construction, those projects yet to
begin construction or capital improvements to existing facilities is
contingent upon many variables and subject to substantial risks. Should any
such efforts be unsuccessful, FPL Group could be subject to additional
costs, termination payments under committed contracts and/or the write off
of its investment in the project or improvement.
o FPL Group uses derivative instruments, such as swaps, options, futures and
forwards to manage its commodity and financial market risks, and to a
lesser extent, engage in limited trading activities. FPL Group could
recognize financial losses as a result of volatility in the market values
of these contracts, or if a counterparty fails to perform. In addition,
4
Florida Power & Light Company's use of such instruments could be subject to
prudency challenges by the Florida Public Service Commission and if found
imprudent, cost disallowance.
o There are other risks associated with FPL Group's nonregulated businesses,
particularly FPL Energy. In addition to risks discussed elsewhere, risk
factors specifically affecting FPL Energy's success in competitive
wholesale markets include the ability to efficiently develop and operate
generating assets, the price and supply of fuel, transmission constraints,
competition from new sources of generation, excess generation capacity and
demand for power. There can be significant volatility in market prices for
fuel and electricity, and there are other financial, counterparty and
market risks that are beyond the control of FPL Energy. FPL Energy's
inability or failure to effectively hedge its assets or positions against
changes in commodity prices, interest rates, counterparty credit risk or
other risk measures could significantly impair its future financial
results. In keeping with industry trends, a portion of FPL Energy's power
generation facilities operate wholly or partially without long-term power
purchase agreements. As a result, power from these facilities is sold on
the spot market or on a short-term contractual basis, which may affect the
volatility of FPL Group's financial results. In addition, FPL Energy's
business depends upon transmission facilities owned and operated by others;
if transmission is disrupted or capacity is inadequate or unavailable FPL
Energy's ability to sell and deliver its wholesale power may be limited.
o FPL Group is likely to encounter significant competition for acquisition
opportunities that may become available as a result of the consolidation of
the power industry. In addition, FPL Group may be unable to identify
attractive acquisition opportunities at favorable prices and to
successfully and timely complete and integrate them.
o FPL Group relies on access to capital markets as a significant source of
liquidity for capital requirements not satisfied by operating cash flows.
The inability to raise capital on favorable terms, particularly during
times of uncertainty in the capital markets, could impact FPL Group's
ability to grow its businesses and would likely increase its interest
costs.
o FPL Group is subject to costs and other effects of legal and administrative
proceedings, settlements, investigations and claims; as well as the effect
of new, or changes in, tax rates or policies, rates of inflation or
accounting standards.
o FPL Group is subject to direct and indirect effects of terrorist threats
and activities. Generation and transmission facilities, in general, have
been identified as potential targets. The effects of terrorist threats and
activities include, among other things, actions or responses to such
actions or threats, the inability to generate, purchase or transmit power,
the risk of a significant slowdown in growth or a decline in the U.S.
economy, delay in economic recovery in the U.S., and the increased cost and
adequacy of security and insurance.
o FPL Group's ability to obtain insurance, and the cost of and coverage
provided by such insurance, could be affected by national events as well as
company-specific events.
o FPL Group is subject to employee workforce factors, including loss or
retirement of key executives, availability of qualified personnel,
collective bargaining agreements with union employees or work stoppage.
The issues and associated risks and uncertainties described above are not
the only ones FPL Group may face. Additional issues may arise or become material
as the energy industry evolves. The risks and uncertainties associated with
these additional issues could impair FPL Group's businesses in the future.
FPL GROUP AND SUBSIDIARIES
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. FPL Group Capital Inc is a wholly-owned subsidiary of FPL Group which
owns and provides funding for FPL Group's operating subsidiaries other than
Florida Power & Light Company, the majority of which are engaged in independent
power projects.
5
SELECTED CONSOLIDATED FINANCIAL DATA OF FPL GROUP
The following material is presented in this prospectus solely to furnish
limited introductory information and to provide reported net income and earnings
per share for certain periods and is qualified in its entirety by, and should be
considered in conjunction with, the more detailed information incorporated by
reference in this prospectus. Information that FPL Group files in the future
with the SEC which is incorporated by reference in this prospectus will
automatically update and supersede this information. In the opinion of FPL
Group, all adjustments (constituting normal recurring accruals) necessary for a
fair statement of the results of operations for the nine months ended September
30, 2002 and 2001 have been made. The income statement data for the nine months
ended September 30, 2002 and 2001, respectively, is not necessarily indicative
of the results that may be expected for an entire year.
Nine Months Ended
September 30, Years Ended December 31,
------------------- -----------------------------------------------
2002 2001 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ---- ----
(millions, except per share amounts)
SELECTED CONSOLIDATED FINANCIAL DATA
OF FPL GROUP
Operating revenues $ 6,251(a) $ 6,522(a) $ 8,327(a) $ 7,062(a) $ 6,438 $ 6,661 $ 6,369
Income before cumulative effect of a change
in accounting principle $ 566(b) $ 663(c) $ 781(c) $ 704(d) $ 697(e) $ 664 $ 618
Cumulative effect of adopting FAS 142,
net of income taxes of $143(f) $ (222) - - - - - -
Net income $ 344(b) $ 663(c) $ 781(c) $ 704(d) $ 697(e) $ 664 $ 618
Earnings per share of common stock before
cumulative effect of a change in accounting
principle:
Basic $ 3.29(b) $ 3.93(c) $ 4.63(c) $ 4.14(d) $ 4.07(e) $ 3.85 $ 3.57
Assuming dilution $ 3.29(b) $ 3.93(c) $ 4.62(c) $ 4.14(d) $ 4.07(e) $ 3.85 $ 3.57
Earnings per share of common stock:
Basic $ 2.00(b) $ 3.93(c) $ 4.63(c) $ 4.14(d) $ 4.07(e) $ 3.85 $ 3.57
Assuming dilution $ 2.00(b) $ 3.93(c) $ 4.62(c) $ 4.14(d) $ 4.07(e) $ 3.85 $ 3.57
Dividends paid per share of common stock $ 1.74 $ 1.68 $ 2.24 $ 2.16 $ 2.08 $ 2.00 $ 1.92
Total assets $18,693 $17,355 $17,463 $15,300 $13,441 $12,029 $12,449
Long-term debt, excluding current maturities $ 5,727 $ 4,872 $ 4,858 $ 3,976 $ 3,478 $ 2,347 $ 2,949
Obligations of FPL under capital lease,
excluding current maturities $ 135 $ 135 $ 133 $ 127 $ 157 $ 146 $ 186
----------
(a) Reflects the netting of certain gains from physical trading and managed
hedge activities resulting in reduced revenues and fuel, purchased power and
interchange expenses pursuant to the adoption by FPL Group in the third
quarter of 2002 of Emerging Issues Task Force Issue No. 02-3.
(b) Includes restructuring, impairment and other charges totaling $137 million
after tax, a reserve for leveraged leases of $30 million after tax and a
favorable settlement of litigation with the Internal Revenue Service (IRS)
of $30 million after tax.
(c) Includes merger-related expenses of $19 million after tax.
(d) Includes merger-related expenses of $41 million after tax.
(e) Includes effects of gains on divestiture of cable investments of $162
million after tax, impairment loss of $104 million after tax and litigation
settlement of $42 million after tax.
(f) Represents an impairment loss of $365 million ($222 million after tax) as
the cumulative effect of adopting Financial Accounting Standards No. (FAS)
142, "Goodwill and Other Intangible Assets."
Effective January 1, 2002, FPL Group adopted FAS 142, "Goodwill and Other
Intangible Assets." Under this statement, the amortization of goodwill is no
longer permitted. Instead, goodwill is assessed for impairment at the date of
adoption and at least annually thereafter by applying a fair-value based test.
In January 2002, FPL Energy, LLC, a wholly-owned subsidiary of FPL Group Capital
Inc formed to aggregate existing unregulated energy-related operations, recorded
an impairment loss of $365 million ($222 million after tax) as the cumulative
effect of adopting FAS 142, eliminating all goodwill previously included in
other assets on FPL Group's financial statements. Estimates of fair value were
determined using discounted cash flow models.
The following table provides reported net income and earnings per share and
the proforma effect on certain prior year periods of excluding goodwill
amortization expense:
Years Ended December 31
----------------------------
2001 2000 1999
---- ---- ----
(millions, except per share amounts)
Net income $ 781 $ 704 $ 697
Add back: Goodwill amortization, net of income taxes
of $4, $4 and $2, respectively 6 6 5
------- ------- -------
Adjusted net income $ 787 $ 710 $ 702
======= ======= =======
Earnings per share (assuming dilution) $ 4.62 $ 4.14 $ 4.07
Add back: Goodwill amortization 0.04 0.03 0.02
------- ------- -------
Adjusted earnings per share $ 4.66 $ 4.17 $ 4.09
======= ======= =======
6
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of FPL Group common
stock and all classes of FPL preferred stock with a convenient method of
investing cash dividends and optional cash payments towards the purchase of FPL
Group common stock. When shares of common stock purchased under the Plan are
acquired directly from FPL Group, it will receive additional equity funds which
will be added to its general funds and used for general corporate purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
o have cash dividends on all or some of their shares of FPL Group common
stock and/or FPL preferred stock automatically invested in common
stock;
o invest in additional shares of common stock by making optional cash
purchases of not less than $100 per quarter to a maximum of $100,000
per calendar year, whether or not a participant has elected to have
cash dividends automatically invested; or
o invest all or some of their cash dividends and make optional cash
payments.
No brokerage commission or service fee is paid by participants in
connection with purchases under the Plan.
Full investment of funds is possible under the Plan because the Plan
permits fractional shares, as well as full shares, to be credited to
participants' accounts. In addition, fractional shares, as well as full shares,
purchased with cash dividends will be credited to participants' accounts. FPL
Group's agent for the Plan will provide simplified record-keeping through
statements of participants' accounts. THESE STATEMENTS ARE PARTICIPANTS'
CONTINUING AND PERMANENT RECORD OF THE COST OF PURCHASES AND SHOULD BE RETAINED
FOR TAX PURPOSES. The Plan also provides that participants may send certificates
for shares of FPL Group common stock held in their possession to FPL Group's
agent for the Plan for safekeeping at no cost. See Question 21.
DISADVANTAGES
3. WHAT ARE THE DISADVANTAGES OF THE PLAN?
A participant will have no control over the prices at which shares are
purchased or sold for his or her account, because:
o purchases for the participant's account will be made during periods
prescribed under the Plan. See Question 15; and
o participants cannot designate a specific price or a specific date at
which to sell shares or select the broker through which sales will be
made. See Question 25.
7
Therefore, the participant will bear the risk of fluctuations in market price of
FPL Group common stock.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
EquiServe Trust Company, N.A., or such other bank or trust company as FPL
Group may from time to time designate (Agent), will administer the Plan and make
purchases of shares as agent for participants. EquiServe, Inc., an affiliate of
EquiServe Trust Company, N.A. and a transfer agent registered with the SEC, acts
as service agent for EquiServe Trust Company, N.A. The Agent will keep a
continuous record of each participant's activities and will send them a
statement of account after any activity. Shares purchased under the Plan will be
credited to each participant's account as maintained by the Agent until
termination of participation in the Plan or receipt of an online, a telephonic
or a written request by a participant to the Agent for all or part of his or her
shares.
Information about the Plan, the Agent or a participant's Plan account can
be obtained by contacting the Agent online or by telephone or in writing.
Internet address: Telephone number: Mailing address:
http://www.equiserve.com 1-888-218-4392 EquiServe Trust Company, N.A.
P.O. Box 43010
Providence, Rhode Island 02940-3010
When communicating with the Agent, participants should provide their
account number and a daytime telephone number.
ELIGIBILITY
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of FPL Group common stock and/or shares of
FPL preferred stock are eligible to participate in the Plan. If the common or
preferred stock of a shareholder is registered in a name other than that of the
shareholder (e.g., in the name of a broker or bank nominee), the shareholder who
wants to participate in the Plan must become a shareholder of record by having
all or a portion of his or her shares transferred to the shareholder's own name.
Beneficial owners may transfer shares into their own names either by (i)
directing their broker, bank or nominee to deliver certificates to them or (ii)
beginning January 31, 2003, instructing their broker, bank or nominee to
reregister their shares in electronic (book-entry) registration form through the
Direct Registration System, specifying book-entry ownership. The Direct
Registration System permits an investor to hold FPL Group common stock and/or
FPL preferred stock as the registered owner in electronic (book-entry)
registration form on the stock transfer books of FPL Group and/or FPL,
respectively. Please contact the Agent at the telephone number stated in
Question 4 for more specific information on the Direct Registration System.
Beneficial owners also may request the holder of record of their shares to
participate on their behalf.
PARTICIPATION
6. HOW DOES AN ELIGIBLE SHAREHOLDER ENROLL IN THE PLAN?
An eligible holder of record of shares of FPL Group common stock may enroll
in the Plan online, by telephone or by completing and returning an authorization
form. An eligible holder of record of shares of FPL preferred stock may enroll
in the Plan by telephone or by completing and returning an authorization form.
ONLINE
Beginning January 31, 2003, eligible holders of record of shares of FPL
Group common stock can enroll online through the Agent's Internet site set forth
in Question 4. At the time of enrolling online, a participant will be required
8
to provide certain information in order to access his or her online account. All
shareholders participating in the Plan will have online access to review their
Plan transaction history and share position through the Internet. This
information may be printed and retained for record-keeping purposes.
TELEPHONE
Eligible holders of record of shares of FPL Group common stock and/or FPL
preferred stock can enroll by calling the Agent at the telephone number set
forth in Question 4. At the time of enrolling over the telephone, a participant
will be required to provide certain information to the Agent.
MAIL
Eligible holders of record of shares of FPL Group common stock and/or FPL
preferred stock can enroll by completing an authorization form and returning it
to the Agent at the address set forth in Question 4. An authorization form and a
pre-addressed envelope for a holder of record may be obtained at any time by
contacting the Agent at the address or telephone number stated in Question 4.
IN ORDER TO PARTICIPATE IN THE PLAN FOR ANY GIVEN FPL GROUP COMMON STOCK OR
FPL PREFERRED STOCK DIVIDEND PAYMENT DATE, A SHAREHOLDER MUST ENROLL IN THE PLAN
ON OR BEFORE THE RECORD DATE FOR THAT DIVIDEND PAYMENT.
When shares are registered in more than one name (i.e., joint tenants,
trustees, etc.), all registered holders must enroll. When enrolling as an
executor, administrator, trustee or guardian, or as attorney, the capacity must
be specified during enrollment. For example, when an authorization form is
signed by an executor, administrator, trustee or guardian, or as attorney, the
capacity in which the form is signed must be specified. To enroll a corporate or
organizational shareholder, an authorized officer or other official acting on
behalf of the shareholder must identify such capacity. For example, an
authorization form of a corporate or other organizational shareholder should be
signed by an authorized officer or other official, identified as such.
7. ARE CURRENT PLAN PARTICIPANTS REQUIRED TO RE-ENROLL IN THE AMENDED PLAN?
The Plan has been amended effective as of January 31, 2003, and this
prospectus describes the amended Plan. All holders of shares of FPL Group common
stock and FPL preferred stock enrolled in the Plan as of that date will
automatically continue to participate in the amended Plan, and their investment
election will remain the same unless the participant notifies the Agent of any
changes in his or her investment option. See Question 10.
8. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
DIVIDEND REINVESTMENT
A shareholder of record of FPL Group common stock must enroll in the Plan
on or before the record date for a cash dividend on the common stock in order to
begin the reinvestment of dividends payable on that dividend payment date. If
enrollment occurs after the record date for a dividend payment date,
reinvestment of dividends may be delayed until the dividend for the next
quarter.
Cash dividends on the shares of FPL Group common stock are normally payable
on the 15th day of March, June, September and December. These common stock
dividend payment dates are the Investment Dates. If the common stock dividend
payment date should happen to fall on a weekend or holiday, the Investment Date
will be the following business day. See "FPL Group Common Stock Dividends."
A shareholder of record of FPL preferred stock must enroll in the Plan on
or before the record date for a cash dividend on the preferred stock in order to
begin the investment of dividends payable on that dividend payment date. If
enrollment occurs after the record date for a dividend payment date,
reinvestment of dividends may be delayed until the dividend for the next
quarter.
9
Cash dividends on shares of FPL preferred stock are normally payable on the
first day of March, June, September and December.
OPTIONAL CASH PAYMENTS (NO DIVIDEND REINVESTMENT)
A shareholder of record who wants to enroll in the "Optional Cash Payments
Only" option should:
o enroll online (only available to holders of FPL Group common stock),
by telephone or by returning their authorization form as set forth in
Question 6, and
o send their cash payment,
so they are received by the Agent at least five business days, but not more than
30 days, before an Investment Date. Such funds will be invested as of that
Investment Date (if shares are purchased from FPL Group) or during that
Investment Period (if shares are purchased on the open market or through
negotiated transactions). An Investment Period is the 30-day period beginning on
the FPL Group common stock dividend payment date. See Questions 16 and 17.
9. WHAT DO THE VARIOUS FORMS OF ENROLLMENT PROVIDE?
The various forms of enrollment set forth in Question 6 allow shareholders
to decide the extent to which they want to participate in the Plan. A
shareholder may indicate during enrollment whether he or she wants to:
o invest cash dividends paid on all of his or her shares of FPL Group
common stock or of FPL preferred stock;
o invest cash dividends paid on some of his or her shares of FPL Group
common stock or FPL preferred stock; and/or
o participate in the Plan by making optional cash payments within the
limits described in Question 17.
If a signed authorization form is returned to the Agent without any of the
options selected, the shareholder will be enrolled under the "Full Dividend
Reinvestment" option. If a signed authorization form is returned to the Agent
with the "Partial Dividend Reinvestment" option selected but without the number
of shares designated, the form will be returned to the shareholder for
completion.
If a participant elects the "Partial Dividend Reinvestment" option, the
participant must specify the number of shares on which dividends will be paid in
cash. Dividends on the participant's remaining shares will be reinvested to
purchase shares of FPL Group common stock.
If a participant elects the "Optional Cash Payments Only" option, the
participant will continue to receive cash dividends on his or her shares,
including those shares held by the participant outside the Plan and on shares
credited to the participant's Plan account. The Agent will apply any optional
cash payment to the purchase of shares of FPL Group common stock under the Plan.
If a shareholder does not enroll under the Plan, he or she will receive
cash dividends declared as usual, by check mailed to the participant's address
of record or, upon the participant's request, by electronic deposit into a
participant's account at a United States financial institution.
10. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change his or her investment option by contacting the
Agent online beginning January 31, 2003, by telephone, or by completing and
returning a new authorization form as set forth in Question 6.
10
Any change of enrollment option made online, by telephone or by a new
authorization form must be received by the Agent on or before the record date
for an FPL Group common stock or FPL preferred stock dividend, as the case may
be, in order to be sure it is effective on the related dividend payment date.
EXPENSES
11. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES, SALES
OR OTHER SERVICES UNDER THE PLAN?
The costs of administration of the Plan will be paid by FPL Group. There
will be no brokerage commissions or service fees to participants for the
purchase of FPL Group common stock through the Plan. However, in the event
shares of a participant are sold by the Agent, the participant will be charged a
service fee, beginning January 31, 2003 (currently $15.00, subject to change)
and a brokerage commission (currently $0.12 per share sold, subject to change)
on the sale, as well as any transfer tax, if applicable. See Question 25.
Participants will be charged a $25.00 returned funds fee for any optional
cash payment returned unpaid for any reason, whether the investment was made by
check or by attempted automatic deduction from a bank account. In addition, if
an optional cash payment is applied to purchase shares before a check or
attempted automatic deduction is rejected, the purchased shares will be sold and
the returned funds fee will be charged against the value of the shares in the
participant's account. See Question 17.
PURCHASES
12. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan may come from:
o FPL Group's authorized but unissued shares or treasury shares of
common stock;
o shares purchased through the Agent on the open market or through
negotiated transactions; or
o a combination of the foregoing.
The decision by FPL Group whether shares are purchased directly from FPL
Group, on the open market or through negotiated transactions will take into
account FPL Group's need for common equity, general market conditions, and any
other factors considered to be relevant. No participant shall have any authority
or power to direct the date or sale price at which the common stock may be
purchased.
13. WHAT WILL BE THE PRICE OF SHARES OF FPL GROUP COMMON STOCK PURCHASED UNDER
THE PLAN?
SHARES PURCHASED FROM FPL GROUP
The price of common stock purchased from FPL Group, where such shares are
authorized but unissued shares or treasury shares, will be the average of the
daily high and low sale prices of the common stock as reported on the
consolidated tape for New York Stock Exchange listed companies, administered by
the Consolidated Tape Association, for the period of the last three days on
which the common stock was traded immediately preceding the Investment Date.
SHARES PURCHASED ON THE OPEN MARKET OR THROUGH NEGOTIATED TRANSACTIONS
The price of shares purchased on the open market or through negotiated
transactions will be the weighted average price paid for all shares purchased
through the Agent for the Plan during the Investment Period.
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14. HOW MANY SHARES OF FPL GROUP COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
The number of shares to be purchased depends on the amount of the
participant's reinvested cash dividends, optional cash payments, or both, and on
the price of the shares of common stock. A participant may not designate the
exact number of shares to be purchased. Each participant's account will be
credited with a number of shares, including fractions (currently calculated to
three decimal places, subject to change) equal to the total amount invested
divided by the purchase price per share.
15. WHEN WILL PURCHASES OF SHARES OF FPL GROUP COMMON STOCK BE MADE?
SHARES PURCHASED FROM FPL GROUP
Purchases of shares of common stock from FPL Group will be made as of the
Investment Dates and will be credited to the participants' accounts on the
Investment Date. The Investment Dates are the common stock dividend payment
dates. Cash dividends on the shares of FPL Group common stock are normally
payable on the 15th day of March, June, September and December. If the common
stock dividend payment date should happen to fall on a weekend or holiday, the
Investment Date will be the following business day. See "FPL Group Common Stock
Dividends."
SHARES PURCHASED ON THE OPEN MARKET OR THROUGH NEGOTIATED TRANSACTIONS
In the event FPL Group instructs the Agent to purchase shares on the open
market or through negotiated transactions, shares of common stock will be
purchased as soon as possible within the Investment Period, subject to any
applicable requirements of federal or state securities laws affecting the timing
and manner of purchases of common stock for the Plan. An Investment Period is
the 30-day period beginning on the FPL Group common stock dividend payment date.
Shares purchased on the open market or through negotiated transactions will be
credited to participants' accounts as of the last day of the Investment Period
or as of the date on which all purchases for the Investment Period are
completed.
Purchases of shares through the Agent are subject to any limitations
imposed by federal or state securities laws. No participant will have any
discretion as to all matters relating to open market and negotiated purchases,
including determination of the number of shares, if any, to be purchased on any
day or at any time of day, the price to be paid for such shares, the markets on
which such shares are to be purchased (including on any securities exchange, in
the over-the-counter market or through negotiated transactions) and the persons
(including brokers and dealers) from or through whom purchases are made.
NO INTEREST WILL BE PAID BY FPL GROUP, FPL OR THE AGENT ON CASH DIVIDENDS
OR OPTIONAL CASH PAYMENTS HELD PENDING INVESTMENT.
OPTIONAL CASH PAYMENTS
16. HOW DO OPTIONAL CASH PAYMENTS WORK?
Optional cash payments can be made only in United States dollars. Optional
cash payments received from a participant at least five business days prior to
an Investment Date will be applied by the Agent to the purchase of additional
shares of common stock as of that Investment Date (with respect to shares
purchased from FPL Group) or during the Investment Period (with respect to
shares purchased on the open market or through negotiated transactions).
Optional cash payments received less than five business days prior to the
Investment Date and more than 30 days prior to the next Investment Date will be
returned to the participant. Since no interest will be paid by FPL Group, FPL or
the Agent on optional cash payments held pending their investment, participants
are strongly urged to make their optional cash payments shortly before an
Investment Date. However, participants should allow sufficient time to ensure
that their payment is received by the Agent at least five business days prior to
the Investment Date. A shareholder may participate in the Plan even if he or she
wishes to invest only optional cash payments without reinvesting dividends.
12
Shareholders will not receive dividends on shares purchased with an
optional cash payment until the dividend payment date following the purchase.
For example, if an optional cash payment is made between February 15 and March
10, it will be invested in shares of FPL Group common stock on March 15 (or the
next business day) if the shares are purchased directly from FPL Group. If the
shares are purchased on the open market or through negotiated transactions
through the Agent, it will be invested in shares within 30 days after March 15.
Dividends will be paid on those shares commencing with the June 15 dividend
payment.
17. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments may be made quarterly. It is not necessary to send
the same amount of money each quarter, and there is no obligation to make an
optional cash payment for each or any Investment Date. See Question 16 for the
timing of cash payments.
AUTOMATIC QUARTERLY DEDUCTIONS
Beginning January 31, 2003, participants can purchase additional common
stock through an automatic quarterly deduction from an account at a United
States financial institution that is a member of the National Automated Clearing
House Association. Participants can enroll in this feature by completing an
Automatic Investment Enrollment Form and returning it by mail to the Agent,
along with a voided blank check (if a checking account) or deposit slip (if a
savings account) for account number verification. Automatic Investment
Enrollment Forms may be obtained at any time by contacting the Agent.
Participants should allow approximately 30 days for the Agent to establish
an automatic quarterly deduction. Once established, the requested dollar amount
will be electronically deducted from the designated United States bank account
on the first business day of each month in which FPL Group will pay a common
stock dividend. Those funds will be commingled with all other optional cash
payments and invested in additional shares of common stock on the Investment
Date (with respect to shares purchased from FPL Group) or during the Investment
Period (with respect to shares purchased on the open market or through
negotiated transactions).
In order to terminate participation in the automatic deduction feature or
change the dollar amount to be withdrawn, participants should notify the Agent
in writing. See Question 4 for mailing information. Such requests will be
effective for a particular deduction provided the Agent receives the request at
least seven business days prior to the debit date. Requests received less than
seven business days prior to the debit date may not take effect until the
following quarter.
Requests to change bank specific information (i.e., bank routing number or
account number) may be made in writing to the Agent and must be received by the
Agent 30 days prior to the debit date. Such requests received less than 30 days
prior to the debit date may not take effect until the following quarter.
CHECK PAYMENTS
Once a dividend reinvestment statement has been received, a cash remittance
slip, attached to the statement, may be used for making optional cash payments.
If a cash remittance slip is not available, participants, when mailing a check,
should notify the Agent that the funds are to be used to purchase additional FPL
Group common stock for their FPL Group dividend reinvestment account. Checks
should be drawn against United States banks, in United States dollars and made
payable to "EquiServe--FPL Group." The participant should include his or her
Plan account number on his or her check. Checks should be mailed directly to the
Agent at the address set forth in Question 4 and not to FPL Group or FPL.
The Agent will not accept cash, traveler's checks, money orders or third
party checks.
MINIMUM AND MAXIMUM LIMITS AND REFUNDS
The minimum optional cash payment is $100 per quarter. FPL Group reserves
the right to refuse cumulative optional cash payments in excess of $100,000 per
participant for any calendar year. In the event it exercises this right, the
13
amount of the optional cash payment in excess of $100,000 will be returned to
the participant without interest. Optional cash payments will be refunded prior
to their investment if a request for refund, by telephone or in writing, is
received by the Agent from the participant at least five business days prior to
an Investment Date.
UNCOLLECTED OPTIONAL CASH PAYMENTS
In the event that any check or any automatic deduction is returned unpaid
for any reason, the Agent will consider the request for investment of such money
null and void and shall immediately remove from the participant's account
shares, if any, purchased upon the prior credit of such money. The Agent shall
then be entitled to sell these shares to satisfy any uncollected amounts. If the
net proceeds of the sale of such shares are insufficient to satisfy the balance
of such uncollected amounts, the Agent shall be entitled to sell additional
shares from the participant's account to satisfy the uncollected balance. The
Agent will also charge a $25.00 returned funds fee for an optional cash payment
returned unpaid for any reason, whether the investment was made by check or by
attempted automatic deduction from a bank account. This fee will be collected by
the Agent through the sale of the number of shares from the participant's Plan
account as necessary to satisfy the fee.
ONLINE SERVICES
18. WHAT TRANSACTIONS CAN I CONDUCT THROUGH THE AGENT'S INTERNET SITE?
The Agent offers participants a convenient way to invest in FPL Group
common stock online. Beginning January 31, 2003, through the Agent's Internet
site, a holder of FPL Group common stock may:
o enroll in the Plan; and
o authorize the reinvestment of his or her FPL Group common stock cash
dividends;
and a participant may:
o review and manage his or her Plan account at his or her convenience;
o arrange for sales of some or all of his or her shares of common stock;
o request the issuance of a stock certificate for some or all of his or
her shares of common stock; and
o arrange to receive FPL Group proxy material and other material sent to
shareholders over the Internet.
Participation in the Plan through the Agent's online services is voluntary.
A holder of FPL preferred stock must enroll by mail or telephone. A participant
can access such services at the Agent's Internet site. See Question 4.
REPORTS TO PARTICIPANTS
19. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A statement of account will be sent to each participant as soon as
practicable following any account activity. These statements are the
participants' continuing and permanent record of the cost of purchases and
should be retained for tax purposes. The statement will indicate the number of
shares purchased, the price per share paid and will include any applicable tax
information pertaining to the participant's Plan account. Participants should be
aware that it is important to retain all statements received as there could be a
fee incurred when requesting the Agent to supply historical statement
information.
14
In addition, participants will receive copies of all communications sent to
all holders of FPL Group common stock, including the annual report, the notice
of annual meeting and proxy statement, and any reports or informational
statements required by the Internal Revenue Service.
CREDITING OF CASH DIVIDENDS
20. HOW WILL CASH DIVIDENDS ON SHARES HELD IN PARTICIPANTS' PLAN ACCOUNTS BE
CREDITED?
FPL Group will pay cash dividends, as declared, on shares of its common
stock held in participants' Plan accounts. For participants other than those
making only optional cash payments, cash dividends, as specified by
participants, will be reinvested in additional shares. The Agent will credit the
shares purchased with those dividends to participants' accounts (currently
calculated to three decimal places, subject to change) on the basis of full and
fractional shares held in their accounts. Participants making only optional cash
payments will have all cash dividends paid to them. See "FPL Group Common Stock
Dividends."
SAFEKEEPING OF CERTIFICATES
21. MAY A SHAREHOLDER SEND CERTIFICATES FOR FPL GROUP COMMON STOCK HELD IN HIS
OR HER POSSESSION TO THE AGENT FOR SAFEKEEPING?
Yes. Participants may send certificates for shares of FPL Group common
stock held in their possession to the Agent for safekeeping at no cost.
Participants who want the Agent to hold certificates for safekeeping should send
unendorsed certificates to the Agent accompanied by a letter of instruction. All
certificates should be sent to the address stated in Question 4 by registered
mail, return receipt requested, and insured for possible mail loss of 2% of the
market value (minimum of $20.00). This insurance covers the cost to a
participant to have the certificates replaced if the Agent does not receive
them, but in no way protects against any loss resulting from fluctuations in the
value of such shares from the time the participant mails the certificates until
such time as replacement can be effected. These shares will be combined with
those full and fractional shares acquired under the Plan by a participant and
credited in electronic book-entry form to the participant's account with the
Agent. Shortly thereafter, the participant will receive a statement showing his
or her combined holdings. The Agent will treat these shares in the same manner
as shares purchased for the participant's account.
CERTIFICATES FOR SHARES AND RIGHTS
22. WILL CERTIFICATES BE ISSUED FOR SHARES OF FPL GROUP COMMON STOCK PURCHASED
BY PARTICIPANTS?
Certificates for shares of FPL Group common stock purchased under the Plan
normally will not be issued to participants. Shares purchased will be registered
in the name of the participant beginning January 31, 2003 and credited in
electronic book-entry form to the participant's account on the Agent's records.
Credit for shares purchased will be shown on each participant's statement of
account. This additional service protects against loss, theft or destruction of
stock certificates.
Certificates for any number of full shares credited to a participant's
account under the Plan will be issued upon the participant's online, telephonic,
or written request to the Agent. Any dividends on newly certificated shares will
continue to be either reinvested, or paid in cash, as previously specified by
the participant. Any remaining full shares and fractional share will continue to
be credited to the participant's account. If a participant requests a
certificate for all shares credited to his or her account, a certificate will be
issued for all the full shares and a cash payment will be made for the value of
any fractional share based upon the then-current market price (as described in
Question 26), less any brokerage commission. A certificate for a fractional
share will not be issued under any circumstances. See Question 28 for
information on withdrawal from the Plan, and Question 27 for information on
partial withdrawals.
Shares credited to the account of a participant may not be pledged. A
participant who wishes to pledge such shares must withdraw them from the Plan by
requesting that a certificate for such shares be issued in his or her name.
15
23. ARE SEPARATE CERTIFICATES ISSUED FOR THE RIGHTS?
Until the Distribution Date (as defined in "Description of Common
Stock--Preferred Share Purchase Rights" below), separate certificates for the
Rights will not be issued and the Rights will be evidenced by a notation in the
Agent's records for shares of common stock held in electronic book-entry form.
24. IN WHOSE NAME WILL CERTIFICATES FOR SHARES OF FPL GROUP COMMON STOCK BE
REGISTERED WHEN ISSUED?
Accounts under the Plan are maintained in the same name(s) in which share
certificates of participants are registered at the time the participants entered
the Plan. Certificates for full shares of FPL Group common stock will be so
registered when issued, except in instances such as death. Upon written request
of a participant to the Agent, certificates also can be registered and issued in
names other than the account name(s) subject to compliance with any applicable
laws and the payment by the participant of any applicable taxes, provided that
the request bears the signature of the participant with the corresponding
Medallion Guarantee and the applicable transfer documents are provided.
Medallion Guarantees are provided by banks, brokerage firms or other financial
institutions that are members of the Medallion Signature Guarantee Program.
SALES AND TRANSFERS
25. HOW CAN A PARTICIPANT SELL OR TRANSFER SHARES CREDITED TO HIS OR HER
ACCOUNT UNDER THE PLAN?
A participant may request to sell or transfer (subject to pledge
restrictions set forth in Question 22) all or a portion of the shares credited
to his or her account under the Plan at any time by contacting the Agent. Only
full shares may be sold when making a partial sale.
If the market value of a sale is expected to be less than $100,000, a
participant may request the sale by logging on to the Agent's Internet site
stated in Question 4 beginning January 31, 2003, or calling the Agent at the
telephone number stated in Question 4. If the market value of a sale is expected
to exceed $100,000, the participant must submit a written request to the Agent
at the address stated in Question 4. This limitation is set to protect
participants' accounts against unauthorized sales. In addition, the Agent, for
any reason at its sole discretion and at any time, has the right to decline to
process a sale request by telephone or through the Internet and in its place
require written submission of the sale request. If a participant wishes to sell
shares within 30 days following a change of address, such request must be
submitted in writing. See Question 28.
No participant shall have any authority or power to direct the date or
sales price at which common stock may be sold or the selection of the broker(s)
or dealer(s) through which sales will be made. The Agent processes sales
requests daily. It is expected that the sale will be made within five trading
days after receipt by the Agent of the request. The participant will receive the
proceeds of the sale, less a service fee, beginning January 31, 2003 (currently
$15.00, subject to change) and a brokerage commission (currently $0.12 per share
sold, subject to change) as well as any transfer tax.
Selling participants should be aware that FPL Group common stock prices may
decline during the period between a request for sale, its receipt by the Agent
and the ultimate sale on the open market which is expected to be within five
trading days after receipt of the request. This risk should be evaluated by the
participant and is a risk borne solely by the participant.
No check will be mailed prior to settlement of funds from the brokerage
firm. Currently, settlement occurs three business days after the sale of shares.
26. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS SHARES NOT CREDITED TO
HIS OR HER ACCOUNT UNDER THE PLAN?
If a participant sells or transfers shares of FPL Group common stock and/or
FPL preferred stock held outside of his or her Plan account, the Agent will
continue to reinvest the cash dividends or pay dividends in cash, as previously
designated by the participant, on the participant's remaining shares, including
both shares held outside of his or her Plan account and shares credited to the
16
participant's account under the Plan until notified by the participant that he
or she wishes to completely withdraw from the Plan.
If a participant enrolled in the "Optional Cash Payments Only" option
disposes of shares of FPL Group common stock and/or FPL preferred stock held
outside of his or her Plan account, the Agent will continue to pay cash
dividends to the participant on any remaining shares held outside of his or her
Plan account and any shares credited to his or her Plan account until
notification is received by the Agent that the participant wishes to completely
withdraw from the Plan.
However, if a participant has only a fractional share of stock credited to
his or her account on the record date for any cash dividend on FPL Group common
stock, FPL Group reserves the right not to reinvest any additional dividends on
such fractional share. If FPL Group exercises this right, the participant will
receive a cash adjustment representing such fractional share, plus the amount of
the cash dividend on such fraction. The cash payment for the fractional share
will be based on the closing price of FPL Group common stock as reported on the
Consolidated Tape for New York Stock Exchange listed companies on the applicable
Investment Date or the first preceding date on which such a closing price is so
reported.
If a participant who is receiving a portion of dividends in cash disposes
of a number of shares held outside of his or her Plan account resulting in a
total of the remaining shares (both shares held outside of his or her Plan
account and/or shares credited to the participant's Plan account) which is less
than the number of shares on which the Agent has been instructed to pay
dividends in cash, the Agent shall then pay cash dividends to the participant on
the remaining shares.
PARTIAL WITHDRAWAL OF SHARES
27. HOW CAN A PARTICIPANT WITHDRAW A PART OF THE SHARES CREDITED TO HIS OR HER
ACCOUNT UNDER THE PLAN?
A participant may request to withdraw a portion of the shares credited to
his or her account under the Plan at any time by contacting the Agent and
requesting the shares to (i) be sold as set forth in Question 25, (ii) be
transferred as set forth in Questions 24 and 25, (iii) be issued in certificate
form as set forth in Question 22, or (iv) continue to be held in electronic
book-entry form but not under the Plan.
Withdrawing shares from a Plan account does not affect the dividend
reinvestment option (for example, dividends will continue to be invested or paid
in cash on the remaining shares in the Plan account as previously designated)
unless the participant withdraws all of the shares held in his or her Plan
account.
WITHDRAWAL FROM THE PLAN
28. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
Since participation in the Plan is entirely voluntary, a participant may
withdraw from it at any time.
To withdraw from the Plan, a participant must notify the Agent online, by
telephone or in writing that he or she wishes to withdraw. When a participant
withdraws from the Plan or upon termination of the Plan by FPL Group, he or she
may instruct the Agent online (beginning January 31, 2003), by telephone or in
writing (subject to sale limitations set forth in Question 25) to:
o issue certificates for full shares credited to his or her account
under the Plan and remit to the participant a check for any fractional
share and for any optional cash payments which have not been invested;
o continue to credit all full shares and any fractional share in
electronic book-entry form and remit to the participant a check for
any optional cash payments which have not been invested;
17
o sell all of the shares, both full and fractional, credited to the
participant's account under the Plan and remit to the participant a
check for the net proceeds of the sale plus the value of any
fractional share and a separate check for any optional cash payments
which have not been invested; or
o sell a portion of the shares credited to the participant's account
under the Plan, issue a certificate for any remaining full shares, and
remit to the participant a check for any fractional share and a
separate check for any optional cash payments which have not been
invested. Or, sell a portion of the shares credited to the
participant's account, continue to credit any remaining full and
fractional shares in electronic book-entry form and remit to the
participant a check for the net proceeds of the sale and a separate
check for any optional cash payments which have not been invested. If
the participant is requesting the sale of a portion of his or her
shares, the request must indicate the exact number of shares and not
the dollar amount. Any request that does not clearly indicate the
number of shares to be sold will be denied by the Agent with no action
taken.
The cash payment for any fractional share will be based on the then-current
market price of FPL Group common stock (as described in Question 26), less any
brokerage commission. See Question 4 regarding online, telephone and written
instructions to the Agent, and Question 25 for additional information on sales
of shares.
29. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may cancel and shall be deemed to have canceled his or her
participation in the Plan as of an Investment Date if a notice of withdrawal
from the Plan online, by telephone or in writing is received by the Agent from
the participant at least five business days prior to the related dividend
payment date. All subsequent dividends will be paid in cash unless the
participant re-enrolls in the Plan. If the notice of withdrawal is received by
the Agent less than five business days prior to the related dividend payment
date, it may not be effective until the following Investment Date. Optional cash
payments which have not been invested will be refunded if a request by telephone
or in writing for refund or withdrawal from the Plan is received by the Agent
from the participant at least five business days prior to an Investment Date.
OTHER INFORMATION
30. IF FPL GROUP HAS A RIGHTS OFFERING, HOW WILL A PARTICIPANT'S ENTITLEMENT BE
COMPUTED?
A rights offering takes place when FPL Group issues to the existing
shareholders the right to purchase additional shares of common stock in
proportion to the shares they already own. A participant's entitlement in a
rights offering will be based upon the participant's total holdings. Rights will
be issued for the number of full shares only, unless rights for one or more full
shares in lieu of any fractional share interest are issued. Any rights based on
a fractional share not so provided for will be sold for a participant's account
by the Agent and a check for the net proceeds of the sale will be sent to the
participant.
A rights offering is not related to the Rights attached to the shares of
FPL Group common stock. See "Description of Common Stock--Preferred Share
Purchase Rights" below.
31. WHAT HAPPENS IF FPL GROUP ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
All shares of common stock distributed as a result of a stock dividend or a
stock split on a participant's shares, whether held outside the Plan or credited
to the participant's Plan account, will be credited to the participant's Plan
account. Any Rights attached to common stock will be adjusted in the event of a
stock dividend or stock split. As soon as practicable after the declaration of a
stock dividend or stock split, a statement will be sent to each participant
which will indicate the number of shares of common stock and Rights attached
thereto credited to each participant's account, in electronic book-entry form,
under the Plan as a result of the stock dividend or stock split.
18
32. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For each shareholders' meeting, a participant will receive a single proxy
covering the total number of full shares of FPL Group common stock held--both
the shares registered in the participant's name which are held outside of his or
her Plan account and those shares credited to the participant's Plan account. If
the proxy is returned properly signed and marked for voting, all of the shares
will be voted as marked. Also, the total number of shares held may be voted in
person at a shareholders' meeting.
If a proxy is returned properly signed but without indicating instructions
as to the manner in which shares are to be voted with respect to any item, all
of the participant's full shares--both the shares registered in the
participant's name which are held outside of his or her Plan account and those
shares credited to the participant's Plan account--will be voted in accordance
with the recommendations of FPL Group's Board of Directors. If the proxy is not
returned, or if it is returned unsigned or improperly signed, none of the
participant's shares covered by such proxy will be voted unless the participant
votes in person at the meeting.
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
FPL Group reserves the right to modify, amend, suspend, or terminate the
Plan, or to change the Agent administering the Plan, at any time. Notice of any
such modification, amendment, suspension, termination, or change of Agent will
be sent to all participants. In the event of termination, FPL Group may instruct
the Agent to either issue certificates for all full shares credited to the
participant's account or continue to credit such shares in book-entry form to
the participant's account. In the former case, a check for the then-current
market value of any fractional share will be delivered to the participant.
34. WHAT IS THE RESPONSIBILITY OF FPL GROUP, FPL AND THE AGENT UNDER THE PLAN?
In administering the Plan, FPL Group, FPL and the Agent will not be liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of the failure to cease
reinvestment of cash dividends for a participant's account upon an occurrence
such as the participant's death prior to the receipt of written notice of the
death, or with respect to the prices at which shares are purchased or sold for
the participant's account and the times when such purchases or sales are made,
or with respect to any fluctuation in the market value after purchase or sale of
shares.
FPL Group, FPL and the Agent cannot assure a participant of a profit or
protect the participant against a loss on the shares of common stock purchased
by a participant under the Plan. A PARTICIPANT PARTICIPATES IN THE PLAN AT HIS
OR HER SOLE DISCRETION, RISK AND RESPONSIBILITY.
The terms and conditions of the Plan and its operation shall be governed by
and construed in accordance with the laws of the State of Florida. FPL Group
reserves the right to interpret and regulate the Plan as may be necessary or
desirable in connection with the operation of the Plan.
USE OF PROCEEDS
The net proceeds from the purchase of common stock directly from FPL Group
will be added to FPL Group's general funds. FPL Group uses its general funds for
corporate purposes, including to provide funds for its subsidiaries. FPL Group
will receive no proceeds from open market or negotiated purchases made through
the Agent for the Plan. FPL Group does not know either the number of shares that
will ultimately be sold under the Plan or the prices at which such shares will
be sold.
FEDERAL INCOME TAX CONSEQUENCES
The following description is only a summary and does not purport to be a
complete description of all tax consequences of participation in the Plan. The
description may be affected by future legislation, Internal Revenue Service
rulings and regulations, or court decisions. Accordingly, Plan participants
should consult with their own tax advisors with respect to the federal, state
19
and local tax consequences of participation in the Plan. Except as provided
below, the federal income tax consequences to a participant (including a
participating corporate shareholder) in the Plan, as of the date of this
prospectus, may be summarized as follows:
(1) With respect to reinvested cash dividends used to purchase authorized
but unissued shares or treasury shares of common stock from FPL Group,
a participant will be treated for federal income tax purposes as
having received a distribution in an amount equal to the fair market
value of the number of shares (including fractional shares) of common
stock purchased with such reinvested cash dividends on the common
stock dividend payment date. This distribution will be treated as
dividend income to the participant to the extent of the current and
accumulated earnings and profits of FPL Group, as determined for
federal income tax purposes, and as reported as such on Form 1099-DIV.
The participant's basis in the shares so purchased will be equal to
the fair market value of such shares on the dividend payment date.
(2) With respect to reinvested cash dividends used through the Agent to
purchase shares of common stock on the open market or through
negotiated transactions, a participant will be treated for federal
income tax purposes as having received a distribution in an amount
equal to the cash dividends reinvested plus a proportionate share of
any brokerage commissions paid by FPL Group to obtain the shares. This
distribution will be treated as dividend income to the participant to
the extent of the current and accumulated earnings and profits of FPL
Group, as determined for federal income tax purposes, and as reported
as such on Form 1099-DIV. The participant's basis in the shares so
purchased will be equal to the amount treated as a dividend
distribution to such participant.
(3) A participant who purchases common stock with optional cash payments
will recognize no taxable income upon such purchase except to the
extent of the proportionate share of any brokerage commissions paid by
FPL Group to obtain such shares, which amount will be treated as
dividend income to the participant to the extent of the current and
accumulated earnings and profits of FPL Group, as determined for
federal income tax purposes, and as reported as such on Form 1099-DIV.
The basis of shares purchased in this manner will be the amount of the
optional cash payment plus any brokerage commissions reported on Form
1099-DIV.
(4) The full amount of the dividend income is taxable to a participant,
except that in the case of a corporate shareholder such participant is
eligible for a dividends received deduction equal to 70% of the
dividends received, and if the corporate shareholder owns 20% or more
of the voting power and value of FPL Group's common stock, the
dividends received deduction is equal to 80% of the dividends
received.
(5) A participant's holding period for shares of common stock acquired
pursuant to the Plan will begin on the day following the date the
shares are credited to the participant's account.
(6) A participant will not realize taxable income as a result of receipt
of certificates for full shares of common stock credited to the
participant's account, either upon the participant's request for those
shares or upon withdrawal from participation in, or termination of,
the Plan.
(7) A participant will realize gain or loss when the shares of common
stock held in his or her Plan account are sold or exchanged and, in
the case of a fractional share, when the participant receives a cash
payment for a fraction of a share of common stock credited to the
participant's account upon termination of participation in, or
termination of, the Plan. The amount of such gain or loss will be the
difference between the amount which the participant receives for the
shares or fraction of a share and the tax basis thereof.
(8) For participants who are subject to "backup" withholding, the Agent
will invest in shares of common stock an amount equal to the cash
dividends less the amount of tax required to be withheld. Backup
withholding, generally, will apply if a participant (a) fails to
furnish his or her taxpayer identification number (TIN), which for an
20
individual is either his or her social security number (SSN) or
individual taxpayer identification number (ITIN), (b) furnishes an
incorrect TIN, (c) has been notified previously by the Internal
Revenue Service that he or she has failed to report properly payments
of interest and dividends, or (d) has failed to certify that he or she
is not subject to backup withholding.
Certain individual participants may have received during calendar years
1982 through 1985 "qualified reinvested dividends" of up to $750 per year
($1,500 in the case of a joint return) which they did not include in gross
income. No shares of FPL Group common stock purchased with reinvested dividends
after 1985 qualify for this exclusion. Shares of common stock treated as
"qualified reinvested dividends" during the years 1982 through 1985 have a zero
tax basis.
In general, when the shares are sold, the gain realized upon the sale of
the shares will be treated as long term capital gain if the shares were held for
more than one year from the date of acquisition. For sales after May 6, 1997,
long term capital gains in the case of individual shareholders are subject to a
maximum tax rate of 20% (10% for individuals in the 10% or 15% tax bracket). A
special lower rate of 18% (8% for individuals in the 10% or 15% tax bracket)
applies to sales of shares of FPL Group common stock after December 31, 2000, if
the shares are held for more than five years. However, the date the five-year
holding period starts is different for individuals in a 10% or 15% tax bracket
than for individuals in higher brackets. If the individual is in either the 10%
or 15% tax bracket, the holding period for this special five-year rule begins on
the day following the date the shares are credited to the participant's account,
but if the individual is in a bracket higher than 15%, the five-year holding
period only applies to shares of FPL Group common stock credited to the
participant's account after December 31, 2000.
The description of the federal income tax consequences of participation in
the Plan assumes that the Rights are not currently exercisable.
The taxation of foreign shareholders is complicated, and, except as noted,
is not discussed in this prospectus. Accordingly, Plan participants should
consult with their own tax advisors with respect to federal and foreign tax
consequences of participation in the Plan.
In the case of those foreign holders of shares of FPL Group common stock
and/or FPL preferred stock whose dividends are subject to United States income
tax withholding, the Agent will invest in shares of common stock an amount equal
to the dividends less the amount of tax required to be withheld. The Plan
account statements confirming purchases made for foreign participants will
indicate the amount of tax withheld.
Foreign shareholders who enroll in the Plan under the "Optional Cash
Payments Only" option will continue to receive cash dividends, less amounts
withheld, on shares held outside their Plan accounts as well as on shares
credited to their Plan accounts in the same manner as if they were not
participating in the Plan. Optional cash payments received from them must be in
United States dollars and will be invested in the same manner as payments from
other participants.
DESCRIPTION OF COMMON STOCK
GENERAL. The following statements describing FPL Group's common stock are
not intended to be a complete description. They are qualified in their entirety
by reference to FPL Group's Restated Articles of Incorporation (Charter) and its
bylaws, and where applicable, to the Restated Articles of Incorporation of
Florida Power & Light Company, and to the Mortgage and Deed of Trust, dated as
of January 1, 1944, between Florida Power & Light Company and Deutsche Bank
Trust Company Americas, as Trustee, as amended and supplemented (the Mortgage).
Reference is also made to the laws of the State of Florida.
FPL Group's authorized capital stock consists of 300,000,000 shares of
common stock, $.01 par value, and 100,000,000 shares of serial preferred stock,
$.01 par value. As of December 20, 2002, 182,657,692 shares of common stock were
issued and outstanding and no shares of serial preferred stock were issued and
outstanding. See "Description of Common Stock--Preferred Share Purchase Rights"
below. FPL Group common stock has no preemptive, subscription or conversion
rights, and there are no redemption or sinking fund provisions applicable
21
thereto. The outstanding shares of common stock are, and when issued the shares
offered hereby will be, fully paid and nonassessable.
All outstanding FPL Group common stock is listed on the NYSE and trades
under the symbol "FPL." The registrar and transfer agent for the FPL Group
common stock is EquiServe Trust Company, N.A.
A number of provisions that are in FPL Group's Charter and bylaws will make
it difficult for another company to acquire FPL Group and for a holder of FPL
Group common stock to receive any related takeover premium for its shares. See
"--Voting Rights and Non-Cumulative Voting" and "--Preferred Share Purchase
Rights" below.
DIVIDEND RIGHTS. Each share of common stock is entitled to participate
equally with respect to dividends declared on the common stock out of funds
legally available for the payment thereof.
The Charter of FPL Group does not limit the dividends that can be paid on
the common stock. However, as a practical matter, the ability of FPL Group to
pay dividends on the common stock is dependent upon dividends paid to it by its
subsidiaries, primarily FPL. FPL's ability to pay dividends is limited by
restrictions contained in FPL's Restated Articles of Incorporation and in the
Mortgage. However, these restrictions do not currently limit FPL's ability to
pay dividends to FPL Group from its retained earnings.
VOTING RIGHTS AND NON-CUMULATIVE VOTING. In general, the holders of FPL
Group common stock are entitled to one vote per share for the election of
directors and for other corporate purposes. The Charter:
(1) permits the shareholders to remove a director only for cause and only
by the affirmative vote of 75% in voting power of the outstanding
shares of common stock and other outstanding voting stock, voting as a
class;
(2) provides that a vacancy on the Board of Directors may be filled only
by the remaining directors;
(3) permits shareholders to take action only at an annual meeting, or a
special meeting duly called by certain officers, the Board of
Directors or the holders of a majority in voting power of the
outstanding shares of voting stock entitled to vote on the matter;
(4) requires the affirmative vote of 75% in voting power of the
outstanding shares of voting stock to approve certain Business
Combinations (as defined below) with an Interested Shareholder (as
defined below) or its affiliate, unless approved by a majority of the
Continuing Directors (as defined below) or, in certain cases, unless
certain minimum price and procedural requirements are met; and
(5) requires the affirmative vote of 75% in voting power of the
outstanding shares of voting stock to amend the bylaws or to amend
certain provisions of the Charter including those provisions discussed
in (1) through (4) above.
Such provisions may have significant effects on the ability of the
shareholders to change the composition of an incumbent Board of Directors or to
benefit from certain transactions which are opposed by an incumbent Board of
Directors.
The term "Interested Shareholder" is defined in the Charter to include a
security holder who owns 10% or more in voting power of the outstanding shares
of voting stock, and the term "Continuing Director" is defined in the Charter to
include any director who is not an affiliate of an Interested Shareholder. The
above provisions dealing with Business Combinations involving FPL Group and an
Interested Shareholder may discriminate against a security holder who becomes an
Interested Shareholder by reason of the beneficial ownership of such amount of
common or other voting stock. The term "Business Combination" is defined in the
Charter to include:
22
(1) any merger or consolidation of FPL Group or any direct or indirect
majority-owned subsidiary with (a) an Interested Shareholder or (b)
any other corporation which is, or after such merger or consolidation
would be, an affiliate of an Interested Shareholder;
(2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition in one transaction or a series of transactions to or with
any Interested Shareholder or any affiliate of an Interested
Shareholder of assets of FPL Group or any direct or indirect
majority-owned subsidiary having an aggregate fair market value of
$10,000,000 or more;
(3) the issuance or transfer by FPL Group or any direct or indirect
majority-owned subsidiary in one transaction or a series of
transactions of any securities of FPL Group or any subsidiary to any
Interested Shareholder or any affiliate of any Interested Shareholder
in exchange for cash, securities or other property, or a combination
thereof, having an aggregate fair market value of $10,000,000 or more;
(4) the adoption of any plan or proposal for the liquidation or
dissolution of FPL Group proposed by or on behalf of an Interested
Shareholder or an affiliate of an Interested Shareholder; or
(5) any reclassification of securities, including any reverse stock split,
or recapitalization, of FPL Group, or any merger or consolidation of
FPL Group with any of its direct or indirect majority-owned
subsidiaries or any other transaction which has the direct or indirect
effect of increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of FPL Group or any
direct or indirect wholly-owned subsidiary which is directly or
indirectly owned by any Interested Shareholder or any affiliate of any
Interested Shareholder.
The holders of common stock do not have cumulative voting rights, and
therefore the holders of more than 50% of a quorum (majority) of the outstanding
shares of common stock can elect all of FPL Group's directors. Unless otherwise
provided in the Charter or the bylaws or in accordance with applicable law, the
affirmative vote of a majority of the total number of shares represented at a
meeting and entitled to vote is required for shareholder action on a matter.
Voting rights for the election of directors or otherwise, if any, for any series
of the serial preferred stock, will be established by the Board of Directors
when such series is issued.
LIQUIDATION RIGHTS. After satisfaction of creditors and payments due the
holders of serial preferred stock, if any, the holders of common stock are
entitled to share ratably in the distribution of all remaining assets.
PREFERRED SHARE PURCHASE RIGHTS. The following statements describing FPL
Group's preferred share purchase rights (each, a "Right") are not intended to be
a complete description. They are qualified in their entirety by reference to the
form of Rights Agreement, dated as of July 1, 1996, between FPL Group and
EquiServe Trust Company, N.A., as successor Rights Agent, as amended. The Rights
Agreement and amendments thereto are filed with the SEC.
On June 17, 1996, FPL Group's Board of Directors declared a dividend of one
Right for each outstanding share of common stock. Thereafter, until the
Distribution Date (as defined below), FPL Group will issue one Right with each
newly issued share of common stock. Each Right (prior to the expiration or
redemption of the Rights) will entitle the holder thereof to purchase from FPL
Group one-hundredth of a share of FPL Group's Series A Junior Participating
Preferred Stock, $.0l par value (Junior Preferred Shares), at an exercise price
of $120 per Right (Purchase Price), subject to adjustment. Until the
Distribution Date, the Rights are represented by the shares of common stock, and
are not exercisable or transferable apart from the common stock. The
Distribution Date is the earlier to occur of:
(1) the tenth day after the public announcement that a person or group has
acquired beneficial ownership of 10% or more of the common stock, or
23
(2) the tenth business day after a person commences, or announces an
intention to commence, a tender or exchange offer, the consummation of
which would result in the beneficial ownership by a person or group of
10% or more of the common stock. At any time before a person or group
becomes a 10% holder, the Board of Directors may extend the 10-day
period.
Separate certificates evidencing the Rights will be mailed to holders of the
common stock as of the close of business on the Distribution Date. The Rights
are exercisable at any time after the Distribution Date, unless earlier
redeemed, or exchanged, and could then begin trading separately from the common
stock. The Rights do not have any voting rights and are not entitled to
dividends.
If a person or group becomes a 10% holder, each Right not owned by the 10%
holder would become exercisable for the number of shares of common stock which,
at that time, would have a market value of two times the exercise price of the
Right. In the event that FPL Group is acquired in a merger or other business
combination transaction, or 50% or more of FPL Group's assets or earning power
are sold or otherwise transferred, after a person or group has become a 10%
holder, each Right will entitle its holder to purchase, at the exercise price of
the Right, that number of shares of common stock of the acquiring company which
at the time of such transaction would have a market value of two times the
exercise price of the Right.
The Rights are redeemable by FPL Group's Board of Directors in whole, but
not in part, at $.01 per Right at any time prior to the time that a person or
group acquires beneficial ownership of 10% or more of the outstanding common
stock. The Rights will expire on June 30, 2006 (unless the expiration date is
extended or the Rights are earlier redeemed or exchanged as described below).
The Purchase Price, and the number of Junior Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution
(1) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Junior Preferred Shares,
(2) as a result of the grant to holders of Junior Preferred Shares of
certain rights or warrants to subscribe for or purchase Junior
Preferred Shares at a price, or securities convertible into Junior
Preferred Shares with a conversion price, at less than the current
market price of Junior Preferred Shares, or
(3) as a result of the distribution to holders of Junior Preferred Shares
of evidences of indebtedness or assets (excluding regular periodic
cash dividends or dividends payable in Junior Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in the
Purchase Price. The number of Rights and the number of Junior Preferred Shares
purchasable upon exercise of each Right are also subject to adjustment in the
event of a stock split, subdivision, consolidation, combination or common stock
dividend on the common stock prior to the Distribution Date.
The Board of Directors of FPL Group may exchange the Rights at an exchange
ratio of one share of common stock per Right at any time that is
(1) after the acquisition by a person or group of affiliated or associated
persons of beneficial ownership of 10% or more of the outstanding
common stock; and
(2) before the acquisition by a person or group of 50% or more of the
outstanding common stock.
The Rights have anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire FPL Group without
conditioning the offer on the redemption of the Rights or on the acquisition of
a certain number of Rights. The Rights beneficially owned by that person or
group may become null and void. The Rights should not interfere with any merger
24
or other business combination approved by the Board of Directors of FPL Group,
since the Rights may be redeemed by FPL Group at $.01 per Right prior to the
time that a person or group has acquired beneficial ownership of 10% or more of
the common stock.
The Junior Preferred Shares purchasable upon exercise of the Rights will be
entitled to cumulative quarterly dividends in preference to the common stock at
a rate per share equal to the greater of $10 and 100 times the dividend declared
on the common stock for such quarter. In the event of any merger, consolidation
or other transaction in which the shares of common stock are exchanged, each
Junior Preferred Share will be entitled to receive 100 times the amount and type
of consideration received per share of common stock. In the event of a
liquidation of FPL Group, the holders of Junior Preferred Shares will be
entitled to receive in preference to the common stock the greater of $100 per
share and 100 times the payment made per share of common stock. FPL Group has
the right to issue other serial preferred stock ranking prior to the Junior
Preferred Shares with respect to dividend and liquidation preferences. The
Junior Preferred Shares will be redeemable after June 30, 2006, at FPL Group's
option, in whole or in part, at a redemption price per share equal to the
greater of
(1) the per share Purchase Price, and
(2) the then current market price of a Junior Preferred Share.
Each Junior Preferred Share will have 100 votes on all matters submitted to a
vote of the shareholders of FPL Group, voting together with the common stock.
The rights of the Junior Preferred Shares as to dividends, liquidation,
redemption and voting, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions. Because of the nature of the
dividend, liquidation, redemption and voting rights of the Junior Preferred
Shares, the value of the interest in a Junior Preferred Share purchasable upon
the exercise of each Right should approximate the value of one share of common
stock.
The Board of Directors of FPL Group may amend the Rights Agreement and the
Rights, without the consent of the holders of the Rights. However, any amendment
adopted after a person or group becomes a 10% holder may not adversely affect
the interests of holders of Rights. The 10% holder level discussed above is
subject to certain exceptions.
FPL GROUP COMMON STOCK DIVIDENDS
It is generally the practice of FPL Group to pay dividends quarterly on the
15th day of March, June, September and December. The payment of dividends is
within the sole discretion of the Board of Directors. As a practical matter, the
ability of FPL Group to pay dividends on the common stock is dependent upon
dividends paid to it by its subsidiaries, primarily FPL.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus from FPL Group's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
LEGAL OPINIONS
Steel Hector & Davis LLP, Miami, Florida, counsel to FPL Group, will pass
upon the legality of the FPL Group common stock, including the Rights attached
thereto, to be issued pursuant to the Plan.
25
INDEMNIFICATION
Florida law generally provides that a Florida corporation, such as FPL
Group, may indemnify its directors, officers, employees and agents against
liabilities and expenses they may incur. Florida law also limits the liability
of directors to FPL Group and other persons. FPL Group's bylaws contain
provisions regarding the mandatory indemnification by FPL Group of its
directors, officers, employees and agents under specified conditions. In
addition, FPL Group carries insurance permitted by the laws of Florida on behalf
of its directors, officers, employees or agents which may cover, among other
things, liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of FPL Group
pursuant to the provisions described in the preceding paragraphs, or otherwise,
FPL Group has 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.
-----------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. FPL GROUP HAS
NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT
INFORMATION. FPL GROUP IS NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS OR THAT THE
INFORMATION INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE OTHER THAN THE
DATE OF THE DOCUMENT INCORPORATED BY REFERENCE.
26
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 are:
Filing Fee for Registration Statement............................ $ 5,475
Stock Exchange Listing Fees...................................... $ 5,000*
Legal and Accounting Fees........................................ $400,000*
Printing (S-3, Prospectus, etc.) and Mailing Fees................ $ 50,000*
Fees of Plan Agent (estimated for one year)...................... $ 25,000*
Miscellaneous.................................................... $ 14,525*
--------
Total............................................................ $500,000
========
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Statutes generally permits the registrant
to indemnify its directors, officers, employees or other agents who are subject
to any third-party actions because of their service to the registrant if such
persons acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the registrant. If the proceeding is a
criminal one, such person must also have had no reasonable cause to believe his
conduct was unlawful. In addition, the registrant may indemnify its directors,
officers, employees or other agents who are subject to derivative actions
against expenses and amounts paid in settlement which do not exceed, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, including any appeal thereof, 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 the registrant to further 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) an action 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 registrant in a proceeding by or in the
right of the registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder.
Furthermore, Florida Statutes Section 607.0831 provides, in general, that
no director shall be personally liable for monetary damages to the registrant or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, unless: (a) the director breached or failed to
perform his duties as a director; and (b) the director's breach of, or failure
to perform, those duties constitutes (i) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (ii) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Florida
Statutes Section 607.0834 are applicable, (iv) in a proceeding by or in the
right of the registrant to procure a judgment in its favor or by or in the right
of a shareholder, conscious disregard for the best interest of the registrant,
or willful misconduct, or (v) in a proceeding by or in the right of someone
other than the registrant or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property.
The term "recklessness," as used above, means the action, or omission to act, in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the director; and (b) known to the director, or so obvious that it
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should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.
The registrant's bylaws provide generally that the registrant shall, to the
fullest extent permitted by law, indemnify all directors and officers of the
registrant, directors, officers, or other employees serving as a fiduciary of an
employee benefit plan of the registrant, as well as any employees or agents of
the registrant or other persons serving at the request of the registrant in any
capacity with any entity or enterprise other than the registrant to whom the
registrant has agreed to grant indemnification (each, an "Indemnified Person")
to the extent that any such person is made a party or threatened to be made a
party or called as a witness or is otherwise involved in any action, suit, or
proceeding in connection with his status as an Indemnified Person. Such
indemnification covers all expenses incurred by any Indemnified Person
(including 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, the registrant carries insurance permitted by the laws of
Florida on behalf of directors, officers, employees or agents which may cover,
among other things, liabilities under the Securities Act.
ITEM 16. EXHIBITS.
*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) - Bylaws of FPL Group as amended February 12, 2001 (filed as
Exhibit 3(ii)a to Form 10-K for the year ended December 31,
2000, File No. 1-8841).
*4(d) - Form of Rights Agreement, dated as of July 1, 1996, between
FPL Group and EquiServe Trust Company, N.A. as successor to
Fleet National Bank (formerly known as The First National
Bank of Boston) (filed as Exhibit 4 to Form 8-K dated June
17, 1996, File No. 1-8841).
*4(e) - Amendment to Rights Agreement, dated as of July 30, 2000,
between FPL Group and EquiServe Trust Company, N.A. as
successor to Fleet National Bank (formerly known as The First
National Bank of Boston) as the Rights Agent (filed as
Exhibit 2 to Form 8-A/A dated July 31, 2000, File No.
1-8841).
*4(f) - Restated Articles of Incorporation of Florida Power & Light
Company dated March 23, 1992 (filed as Exhibit 3(i)a to Form
10-K for the year ended December 31, 1993, File No. 1-3545).
*4(g) - Amendment to Florida Power & Light Company's Restated
Articles of Incorporation dated March 23, 1992 (filed as
Exhibit 3(i)b to Form 10-K for the year ended December 31,
1993, File No. 1-3545).
*4(h) - Amendment to Florida Power & Light Company's Restated
Articles of Incorporation dated May 11, 1992 (filed as
Exhibit 3(i)c to Form 10-K for the year ended December 31,
1993, File No. 1-3545).
*4(i) - Amendment to Florida Power & Light Company's Restated
Articles of Incorporation dated March 12, 1993 (filed as
Exhibit 3(i)d to Form 10-K for the year ended December 31,
1993, File No. 1-3545).
*4(j) - Amendment to Florida Power & Light Company's Restated
Articles of Incorporation dated June 16, 1993 (filed as
Exhibit 3(i)e to Form 10-K for the year ended December 31,
1993, File No. 1-3545).
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*4(k) - Amendment to Florida Power & Light Company's Restated
Articles of Incorporation dated August 31, 1993 (filed as
Exhibit 3(i)f to Form 10-K for the year ended December 31,
1993, File No. 1-3545).
*4(l) - Amendment to Florida Power & Light Company's Restated
Articles of Incorporation dated November 30, 1993 (filed as
Exhibit 3(i)g to Form 10-K for the year ended December 31,
1993, File No. 1-3545).
*4(m) - Bylaws of Florida Power & Light Company dated May 11, 1992
(filed as Exhibit 3 to Form 8-K dated May 1, 1992, File No.
1-3545).
*4(n) - Mortgage and Deed of Trust dated as of January 1, 1944, and One
hundred-one Supplements thereto, between Florida Power & Light
Company and Deutsche Bank Trust Company Americas, Trustee (the
"Mortgage") (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a),
File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a),
File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5,
File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1,
File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit
4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925;
Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No.
2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File
No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File
No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File
No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File
No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File
No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File
No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File
No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File
No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File
No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File
No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and
2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701;
Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239;
Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767;
Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799;
Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c),
File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a)
to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669;
Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File
No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended
December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for
the quarter ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to
Form 10-Q for the quarter ended June 30, 1995, File No. 1-3545;
Exhibit 4(a) to Form 10-Q for the quarter ended March 31, 1996,
File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended
June 30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the
quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f) to
Form 10-K for the year ended December 31, 2000, File No. 1-3545;
and Exhibit 4(g) to Form 10-K for the year ended December 31,
2000, File No. 1-3545).
4(o) - One Hundred Second Supplemental Indenture, dated as of
December 1, 2002, between Florida Power & Light Company and
Deutsche Bank Trust Company Americas, Trustee.
5 and 8 - Opinion and Consent of Steel Hector & Davis LLP, counsel
to FPL Group.
23(a) - Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) - Consent of Steel Hector & Davis LLP (included in opinion,
attached hereto as Exhibits 5 and 8).
24 - Powers of Attorney (included on the signature page of this
registration statement).
99 - Form of Letter to Shareholders.
*Incorporated herein by reference as indicated.
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ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the registrant need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii) if
such information is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
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
Securities Exchange Act of 1934 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.
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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
SEC, 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, the registrant
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 23rd day of
December, 2002.
FPL GROUP, INC.
By: /s/ Lewis Hay III
------------------------------------
Lewis Hay III
Chairman of the Board, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lewis Hay III Chairman of the Board, President, December 23, 2002
--------------------------- Chief Executive Officer and
Lewis Hay III Director (Principal Executive
Officer)
/s/ Moray P. Dewhurst Vice President, Finance and Chief December 23, 2002
--------------------------- Financial Officer (Principal
Moray P. Dewhurst Financial Officer)
/s/ K. Michael Davis Controller and Chief Accounting December 23, 2002
--------------------------- Officer (Principal Accounting
K. Michael Davis Officer)
--------------------------- Director
H. Jesse Arnelle
/s/ Sherry S. Barrat Director December 23, 2002
---------------------------
Sherry S. Barrat
/s/ Robert M. Beall, II Director December 23, 2002
---------------------------
Robert M. Beall, II
/s/ J. Hyatt Brown Director December 23, 2002
---------------------------
J. Hyatt Brown
/s/ James L. Camaren Director December 23, 2002
---------------------------
James L. Camaren
/s/ Armando M. Codina Director December 23, 2002
---------------------------
Armando M. Codina
/s/ Willard D. Dover Director December 23, 2002
---------------------------
Willard D. Dover
/s/ Alexander W. Dreyfoos Jr. Director December 23, 2002
---------------------------
Alexander W. Dreyfoos Jr.
/s/ Paul J. Evanson Director December 23, 2002
---------------------------
Paul J. Evanson
/s/ Frederic V. Malek Director December 23, 2002
---------------------------
Frederic V. Malek
/s/ Paul R. Tregurtha Director December 23, 2002
---------------------------
Paul R. Tregurtha
/s/ Frank G. Zarb Director December 23, 2002
---------------------------
Frank G. Zarb
EXHIBIT INDEX
4(o) One Hundred Second Supplemental Indenture, dated as of December 1,
2002, between Florida Power & Light Company and Deutsche Bank Trust
Company Americas, Trustee.
5 and 8 Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL Group.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Steel Hector & Davis LLP (included in opinion, attached
hereto as Exhibits 5 and 8).
24 Powers of Attorney (included on the signature pages of this
registration statement).
99 Form of Letter to Shareholders.