AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 2005
REGISTRATION STATEMENT NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FPL GROUP, INC. FLORIDA 59-2449419
(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)
----------------
Edward F. Tancer, Esq. Thomas R. McGuigan, P.A. Robert J. Reger, Jr., Esq.
Vice President & General Counsel Squire, Sanders & Dempsey L.L.P. Thelen Reid & Priest LLP
FPL Group, Inc. 1900 Phillips Point West 875 Third Avenue
700 Universe Boulevard 777 South Flagler Drive New York, New York 10022
Juno Beach, Florida 33408 West Palm Beach, Florida 33401 (212) 603-2000
(561) 694-4000 (561) 650-7200
(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.
----------------
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 Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
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Common Stock, $.01 Par Value 4,000,000 (2) $42.30 $169,200,000 $19,915 (4)
Preferred Share Purchase Rights 4,000,000 (3) N/A N/A
==================================================================================================================
(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 November 2, 2005 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 No.
333-102169.
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
4,226,097 Shares
[FPL GROUP LOGO OMITTED]
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). Holders of record of FPL Group common
stock or of any outstanding preferred stock of FPL Group, FPL Group Capital Inc
(FPL Group Capital) or Florida Power & Light Company (FPL) are 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.
Participants in the Plan may (a) have cash dividends on all or some of
their shares of FPL Group common stock and preferred stock of FPL Group, FPL
Group Capital or FPL automatically invested in FPL Group common stock and (b)
invest optional cash investments in FPL Group common stock.
The price of common stock purchased directly from FPL Group for
participants in the Plan 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. 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 so purchased 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 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 "RISK FACTORS" BEGINNING ON PAGE 2 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 5 OF THIS PROSPECTUS FOR UPDATED AND ADDITIONAL FACTORS YOU SHOULD
CONSIDER.
FPL Group's principal executive offices are 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 November 4, 2005.
TABLE OF CONTENTS
Page
----
RISK FACTORS...................................................................2
FPL GROUP AND SUBSIDIARIES.....................................................4
WHERE YOU CAN FIND MORE INFORMATION............................................5
INCORPORATION BY REFERENCE.....................................................5
CAUTIONARY STATEMENTS..........................................................5
DESCRIPTION OF THE PLAN........................................................6
Purpose...................................................................6
Advantages................................................................6
Disadvantages.............................................................7
Administration............................................................7
Eligibility...............................................................7
Participation.............................................................8
Expenses.................................................................10
Purchases................................................................10
Optional Cash Payments...................................................12
Online Services..........................................................13
Reports to Participants..................................................14
Crediting of Cash Dividends..............................................14
Safekeeping of Certificates..............................................14
Certificates for Shares and Rights.......................................15
Sales and Transfers......................................................15
Partial Withdrawal of Shares.............................................17
Withdrawal from the Plan.................................................17
Other Information........................................................18
USE OF PROCEEDS...............................................................19
FEDERAL INCOME TAX CONSEQUENCES...............................................19
DESCRIPTION OF COMMON STOCK...................................................21
FPL GROUP COMMON STOCK DIVIDENDS..............................................25
EXPERTS.......................................................................26
LEGAL OPINIONS................................................................26
INDEMNIFICATION...............................................................26
i
RISK FACTORS
Before purchasing the securities, investors should carefully consider the
following risk factors together with the other information incorporated by
reference or provided in this prospectus or in a prospectus supplement in order
to evaluate an investment in the securities.
FPL GROUP IS SUBJECT TO COMPLEX LAWS AND REGULATIONS AND TO CHANGES IN LAWS AND
REGULATIONS, INCLUDING INITIATIVES REGARDING RESTRUCTURING OF THE ENERGY
INDUSTRY. FPL HOLDS FRANCHISE AGREEMENTS WITH LOCAL MUNICIPALITIES AND COUNTIES,
AND MUST RENEGOTIATE EXPIRING AGREEMENTS. THESE FACTORS MAY HAVE A NEGATIVE
IMPACT ON THE BUSINESS AND RESULTS OF OPERATIONS OF FPL GROUP.
FPL Group is subject to changes in laws or regulations, including the
Public Utility Regulatory Policies Act of 1978, the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Atomic Energy Act of 1954, the
Energy Policy Act of 2005 and certain sections of the Florida statutes relating
to public utilities, 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 by FPL of any and all costs that it considers excessive or imprudently
incurred.
The regulatory process generally restricts FPL's ability to grow earnings
and does not provide any assurance as to achievement of earnings levels.
FPL Group is subject to extensive federal, state and local environmental
statutes, rules and regulations relating to air quality, water quality, waste
management, wildlife mortality, natural resources and health and safety that
could, among other things, restrict or limit the output of certain facilities or
the use of certain fuels required for the production of electricity and/or
require additional pollution control equipment and otherwise increase costs.
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.
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.
FPL Group's results of operations could be affected by FPL's ability to
renegotiate franchise agreements with municipalities and counties in Florida.
THE OPERATION OF POWER GENERATION FACILITIES, INCLUDING NUCLEAR FACILITIES,
INVOLVES SIGNIFICANT RISKS THAT COULD ADVERSELY AFFECT THE RESULTS OF OPERATIONS
AND FINANCIAL CONDITION OF FPL GROUP.
The operation of power generation facilities involves many risks, including
start up risks, breakdown or failure of equipment, transmission lines or
pipelines, use of new technology, the dependence on a specific fuel source,
including the supply and transportation of fuel, or the impact of unusual or
adverse weather conditions (including natural disasters such as hurricanes), as
well as the risk of performance below expected or contracted 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 the ability to store and/or dispose of
spent nuclear fuel, as well as additional regulatory actions up to and including
shutdown of the units stemming from public safety concerns, whether at FPL
Group's plants, or at the plants of other nuclear operators. Breakdown or
failure of an FPL Energy, LLC operating facility may prevent the facility from
2
performing under applicable power sales agreements which, in certain situations,
could result in termination of the agreement or incurring a liability for
liquidated damages.
THE CONSTRUCTION OF, AND CAPITAL IMPROVEMENTS TO, POWER GENERATION FACILITIES
INVOLVE SUBSTANTIAL RISKS. SHOULD CONSTRUCTION OR CAPITAL IMPROVEMENT EFFORTS BE
UNSUCCESSFUL, THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF FPL GROUP
COULD BE NEGATIVELY AFFECTED.
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 within established
budgets 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.
THE USE OF DERIVATIVE CONTRACTS BY FPL GROUP IN THE NORMAL COURSE OF BUSINESS
COULD RESULT IN FINANCIAL LOSSES THAT NEGATIVELY IMPACT THE RESULTS OF
OPERATIONS OF FPL GROUP.
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 the absence of actively
quoted market prices and pricing information from external sources, the
valuation of these derivative instruments involves management's judgment or use
of estimates. As a result, changes in the underlying assumptions or use of
alternative valuation methods could affect the reported fair value of these
contracts. In addition, FPL's use of such instruments could be subject to
prudency challenges and if found imprudent, cost recovery could be disallowed by
the Florida Public Service Commission.
FPL GROUP'S UNREGULATED BUSINESSES, PARTICULARLY FPL ENERGY, ARE SUBJECT TO
RISKS, MANY OF WHICH ARE BEYOND THE CONTROL OF FPL GROUP, THAT MAY REDUCE THE
REVENUES AND ADVERSELY IMPACT THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
OF FPL GROUP.
There are other risks associated with 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 successful and timely completion of project
restructuring activities, maintenance of the qualifying facility status of
certain projects, the price and supply of fuel (including transportation),
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 FPL Group's 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.
FPL GROUP'S ABILITY TO SUCCESSFULLY IDENTIFY, COMPLETE AND INTEGRATE
ACQUISITIONS IS SUBJECT TO SIGNIFICANT RISKS, INCLUDING THE EFFECT OF INCREASED
COMPETITION RESULTING FROM THE CONSOLIDATION OF THE POWER INDUSTRY.
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 general, as well as the passage of the Energy Policy Act of
2005. In addition, FPL Group may be unable to identify attractive acquisition
opportunities at favorable prices and to successfully and timely complete and
integrate them.
BECAUSE FPL GROUP RELIES ON ACCESS TO CAPITAL MARKETS, THE INABILITY TO ACCESS
CAPITAL MARKETS ON FAVORABLE TERMS MAY LIMIT THE ABILITY OF FPL GROUP TO GROW
ITS BUSINESSES AND WOULD LIKELY INCREASE INTEREST COSTS.
3
FPL Group and its subsidiaries rely on access to capital markets as a
significant source of liquidity for capital requirements not satisfied by
operating cash flows. The inability of FPL Group and its subsidiaries to
maintain their current credit ratings could affect their ability to raise
capital on favorable terms, particularly during times of uncertainty in the
capital markets, which, in turn, could impact FPL Group's ability to grow its
businesses and would likely increase interest costs.
CUSTOMER GROWTH IN FPL'S SERVICE AREA AFFECTS FPL GROUP'S RESULTS OF OPERATIONS.
FPL Group's results of operations are affected by the growth in customer
accounts in FPL's service area. Customer growth can be affected by population
growth as well as economic factors in Florida, including job and income growth,
housing starts and new home prices. Customer growth directly influences the
demand for electricity and the need for additional power generation and power
delivery facilities at FPL.
WEATHER AFFECTS FPL GROUP'S RESULTS OF OPERATIONS.
FPL Group's results of operations are affected by changes in the weather.
Weather conditions directly influence the demand for electricity and natural gas
and affect the price of energy commodities, and can affect the production of
electricity at wind and hydro-powered facilities. FPL Group's results of
operations can be affected by the impact of severe weather which can be
destructive, causing outages and/or property damage may affect fuel supply, and
could require additional costs to be incurred. At FPL, recovery of these costs
is subject to Florida Public Service Commission approval.
FPL GROUP IS SUBJECT TO COSTS AND OTHER EFFECTS OF LEGAL PROCEEDINGS AS WELL AS
CHANGES IN OR ADDITIONS TO APPLICABLE TAX LAWS, RATES OR POLICIES, RATES OF
INFLATION, ACCOUNTING STANDARDS, SECURITIES LAWS AND CORPORATE GOVERNANCE
REQUIREMENTS.
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 laws, rates or policies, rates of inflation, accounting
standards, securities laws or corporate governance requirements.
THREATS OF TERRORISM AND CATASTROPHIC EVENTS THAT COULD RESULT FROM TERRORISM
MAY IMPACT THE OPERATIONS OF FPL GROUP IN UNPREDICTABLE WAYS.
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, terrorist 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.
FPL GROUP'S ABILITY TO OBTAIN INSURANCE AND THE TERMS OF ANY AVAILABLE INSURANCE
COVERAGE COULD BE AFFECTED BY NATIONAL, STATE OR LOCAL EVENTS AND
COMPANY-SPECIFIC EVENTS.
FPL Group's ability to obtain insurance, and the cost of and coverage
provided by such insurance, could be affected by national, state or local events
as well as company-specific events.
FPL GROUP IS SUBJECT TO EMPLOYEE WORKFORCE FACTORS THAT COULD AFFECT THE
BUSINESSES AND FINANCIAL CONDITION OF FPL GROUP.
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 and work stoppage that could affect
the businesses and financial condition of FPL Group.
FPL GROUP AND SUBSIDIARIES
FPL Group is a holding company incorporated in 1984 as a Florida
corporation. FPL Group's principal subsidiary, FPL, is a rate-regulated utility
engaged in the generation, transmission, distribution and sale of electric
4
energy. FPL Group Capital is a wholly-owned subsidiary of FPL Group which holds
the capital stock and provides funding for FPL Group's operating subsidiaries
other than FPL. The business activities of these operating subsidiaries
primarily consist of FPL Energy, LLC's wholesale generation business. FPL Group
is a public utility holding company, as defined in the Public Utility Holding
Company Act of 1935, exempt from substantially all of the provisions of the
Public Utility Holding Company Act of 1935. Under the Energy Policy Act of 2005,
the Public Utility Holding Company Act of 1935 will be repealed effective
February 2006, and will be replaced with the Public Utility Holding Company Act
of 2005.
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 100 F Street, NE, 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). Information
included on the FPL Group Internet site is not incorporated by reference in this
prospectus.
INCORPORATION BY REFERENCE
The SEC allows FPL Group to "incorporate by reference" the information that
FPL Group files with the SEC, which means that 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 after the date of this prospectus and prior to
the termination of this offering of securities:
(1) FPL Group's Annual Report on Form 10-K for the year ended
December 31, 2004;
(2) FPL Group's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2005, June 30, 2005 and September 30, 2005; and
(3) FPL Group's Current Reports on Form 8-K filed with the SEC on
March 16, 2005, March 24, 2005 (as amended by a Form 8-K/A filed
with the SEC on May 24, 2005), July 7, 2005 (excluding that
portion furnished, and not filed), August 22, 2005, August 25,
2005 (excluding that portion furnished, and not filed), September
16, 2005 (excluding that portion furnished, and not filed) and
October 19, 2005.
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. FPL Group will
provide to each person, including any beneficial owner, to whom this prospectus
is delivered, a copy of any or all of the information that has been incorporated
by reference in this prospectus but not delivered with this prospectus.
CAUTIONARY STATEMENTS
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
5
always, through the use of words or phrases such as "will likely result," "are
expected to," "will continue," "is anticipated," "believe," "could,"
"estimated," "may," "plan," "potential," "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 specific factors discussed in "Risk Factors" herein and in
the reports that are incorporated herein by reference (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, including
unanticipated events, after the date on which that statement is made. New
factors emerge from time to time and it is not possible for management to
predict all of those factors, nor can it assess the impact of each of those
factors on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statement.
The issues and associated risks and uncertainties discussed in "Risk
Factors" herein and in the reports that are incorporated by reference herein 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 those additional issues could impair FPL Group's businesses and financial
results in the future.
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 participants in the Plan with a
convenient method of investing cash dividends on FPL Group common stock and any
outstanding preferred stock of FPL Group, FPL Group Capital or FPL
(collectively, Eligible Securities) and making 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, FPL Group 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 Eligible
Securities automatically invested in common stock;
o invest in additional shares of common stock by making optional
cash payments 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.
Generally, a participant can access such services at the Internet site of
FPL Group's Agent for the Plan.
6
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. 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 the response to Question 20.
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 the response to Question
14; 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 the response to Question 24.
Therefore, the participant will bear the risk of fluctuations in the market
price of FPL Group common stock.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
Computershare Trust Co., Inc., 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. Computershare Trust Co., Inc. is
an affiliate of Computershare Investor Services, LLC, a transfer agent
registered with the SEC. The Agent will keep a continuous record of each
participant's activities and will send him or her 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, telephonic or 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.computershare.com 1-888-218-4392 Computershare Trust Co., Inc.
2 North LaSalle Street
Chicago, Illinois 60602
When communicating with the Agent, participants should provide their
account number and a daytime telephone number.
ELIGIBILITY
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
7
All holders of Eligible Securities are eligible to participate in the Plan.
If the Eligible Securities of a shareholder are 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 with respect to those Eligible
Securities 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) instructing their broker,
bank or nominee to reregister their shares in electronic (book-entry)
registration form through FPL Group's Direct Registration System, specifying
book-entry ownership. The Direct Registration System permits an investor to hold
FPL Group common stock as the registered owner in electronic (book-entry)
registration form on the stock transfer books of FPL Group. Please contact the
Agent at the telephone number set forth in the response to 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?
A holder of record of shares of FPL Group common stock may enroll in the
Plan online. A holder of record of shares of FPL Group common stock or other
Eligible Securities may enroll in the Plan by telephone or by completing and
returning an authorization form.
ONLINE
Holders of record of shares of FPL Group common stock can enroll online
through the Agent's Internet site set forth in the response to Question 4. At
the time of enrolling online, a shareholder will be required to provide certain
information in order to access his or her online account. All participants in
the Plan will be able to review their Plan transaction history and share
position through the Internet. This information may be printed and retained for
record-keeping purposes.
TELEPHONE
Holders of record of shares of Eligible Securities can enroll by calling
the Agent at the telephone number set forth in the response to Question 4. At
the time of enrolling over the telephone, a participant will be required to
provide certain information to the Agent.
MAIL
Holders of record of shares of Eligible Securities can enroll by completing
an authorization form and returning it to the Agent at the address set forth in
the response to Question 4. An authorization form and a pre-addressed envelope
may be obtained at any time by contacting the Agent at the address or telephone
number set forth in the response to Question 4.
IN ORDER TO PARTICIPATE IN THE PLAN FOR ANY GIVEN DIVIDEND PAYMENT DATE FOR
ELIGIBLE SECURITIES, 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. WHAT ARE THE AVAILABLE METHODS OF PARTICIPATING IN THE PLAN?
DIVIDEND REINVESTMENT
8
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.
A shareholder of record of FPL Group common stock who wants to have cash
dividends on all or some of his or her shares of FPL Group common stock
automatically invested in FPL Group common stock should select the "Full
Dividend Reinvestment" option or the "Partial Dividends Paid in Cash" option,
respectively, while enrolling online, by telephone or by returning his or her
authorization form as set forth in the response to Question 6.
Cash dividends on shares of FPL Group common stock are subject to the
discretion of the Board of Directors of FPL Group and are normally payable on
the 15th day of March, June, September and December. The actual common stock
dividend payment dates as established by the Board of Directors 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 any outstanding preferred stock of FPL Group,
FPL Group Capital or FPL 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.
A shareholder of record of any outstanding preferred stock of FPL Group,
FPL Group Capital or FPL who wants to have cash dividends on all or some of his
or her shares of preferred stock automatically invested in FPL Group common
stock should select the "Full Dividend Reinvestment" option or the "Partial
Dividends Paid in Cash" option, respectively, while enrolling by telephone or by
returning his or her authorization form as set forth in the response to Question
6.
OPTIONAL CASH PAYMENTS
A shareholder of record who wants to participate in the Plan by making
optional cash payments and does not want to reinvest stock dividends should
enroll in the "All Dividends Paid in Cash" option. The shareholder should enroll
online (only available to holders of FPL Group common stock), by telephone or by
returning his or her authorization form as set forth in the response to Question
6.
If an optional cash payment is made at the time of enrollment, the Agent
should receive the enrollment information and optional cash payment 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 optional cash payment is not required at the time a shareholder of
record enrolls in the "All Dividends Paid in Cash" option. However, it is
necessary for a shareholder of record to have enrolled in the "All Dividends
Paid in Cash" option in order to make optional cash payments for the purchase of
shares of FPL Group common stock under the Plan. See the responses to Questions
15 and 16.
8. WHAT DO THE VARIOUS FORMS OF ENROLLMENT PROVIDE?
The various forms of enrollment set forth in the response to 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
Eligible Securities;
o invest cash dividends paid on some of his or her shares of
Eligible Securities; and/or
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o participate in the Plan without reinvesting dividends and invest
only optional cash payments within the limits described in the
response to Question 16.
If a signed authorization form is returned to the Agent without any of the
options selected, the participant will be enrolled under the "Full Dividend
Reinvestment" option.
If a participant elects the "Partial Dividends Paid in Cash" 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 signed authorization form is
returned to the Agent with the "Partial Dividends Paid in Cash" option selected
but without the number of shares designated, the form will be returned to the
participant for completion.
If a participant elects the "All Dividends Paid in Cash" 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 participant does not enroll for dividend reinvestment 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.
9. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A participant may change his or her investment option by contacting the
Agent online, by telephone, or by completing and returning a new authorization
form as set forth in the response to Question 6.
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 a dividend on an Eligible Security, or the deadline for receipt of optional
cash payments (see the response to Question 15), as the case may be, in order to
be sure it is effective on the related dividend payment date or Investment Date.
EXPENSES
10. 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. In the event shares of a
participant are sold by the Agent, the participant will be charged a service fee
(currently $15.00, subject to change), a brokerage commission (currently $0.12
per share sold, subject to change) on the sale, a handling fee (currently $5.00,
subject to change) if the sale is verbally completed through a registered broker
at the Agent (as opposed to a written request or an automated request through
online or telephonic means), as well as any transfer tax, if applicable. See the
response to Question 24.
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 the response to Question 16. See also the response to
Question 18 regarding possible fees which may be charged if participants request
historical data.
PURCHASES
11. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
10
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 to have shares purchased under the Plan directly
from FPL Group, on the open market or through negotiated transactions will be
solely in FPL Group's discretion and will generally take into account FPL
Group's need for common equity, general market conditions, and any other factors
considered relevant. No participant shall have any authority or power to direct
the date or sale price at which the common stock may be purchased.
12. 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 relevant Investment Period. An
Investment Period is the 30-day period beginning on each FPL Group common stock
dividend payment date.
13. 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
six decimal places, subject to change) equal to the total amount invested
divided by the purchase price per share.
14. 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 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. If shares are not timely
purchased in accordance with any applicable requirements of federal or state
11
securities laws, any amounts not invested will be returned to the participant.
An Investment Period is the 30-day period beginning on each 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, if sooner, 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 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 ON CASH DIVIDENDS OR OPTIONAL CASH PAYMENTS HELD
PENDING INVESTMENT OR RETURNED TO PARTICIPANTS IF NOT INVESTED WITHIN THE PERIOD
REQUIRED BY FEDERAL OR STATE SECURITIES LAWS.
OPTIONAL CASH PAYMENTS
15. 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 that Investment Period (with respect to
shares purchased on the open market or through negotiated transactions).
Optional cash payments received fewer 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 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 the Agent receives
their payment 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.
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 13 and March
8, 2006 and the dividend is payable on March 15, 2006, the optional cash payment
will be invested in shares of FPL Group common stock on March 15 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, the optional cash
payment will be invested in shares within 30 days after March 15. Dividends will
be paid on those shares commencing with the next dividend payment date, which
would be expected to be June 15.
16. 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 the response to
Question 15 for the timing of cash payments.
AUTOMATIC QUARTERLY DEDUCTIONS
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 (NACHA).
Participants can enroll in this feature by completing an Automatic Investment
Enrollment Form and returning it by mail to the Agent. 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
12
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 quarterly deduction
feature or change the dollar amount to be withdrawn, participants should notify
the Agent in writing. See the response to Question 4 for contact information.
Such requests will be effective for a particular deduction provided the Agent
receives the request at least seven business days prior to the date on which the
electronic deduction was to occur. Requests to terminate participation or change
the dollar amount to be withdrawn which are received fewer than seven business
days prior to the date on which the electronic deduction was to occur 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 by a participant,
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 Plan account.
Checks should be drawn against United States banks, in United States dollars and
made payable to "Computershare--FPL Group." A 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 the response to Question 4 and not to FPL
Group, FPL Group Capital 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 FPL Group exercises this right,
the 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 quarterly 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
17. 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. Through the Agent's Internet site, a holder of FPL Group
common stock may:
13
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 held in the Plan;
o request the issuance of a stock certificate for some or all of
his or her shares of common stock held in the Plan; and
o arrange to receive FPL Group proxy material and other material
sent to shareholders over the Internet.
A participant can access such services at the Agent's Internet site.
Participation in the Plan through the Agent's online services is voluntary. A
holder of preferred stock of FPL Group, FPL Group Capital or FPL must enroll by
mail or telephone. See the response to Question 4.
REPORTS TO PARTICIPANTS
18. 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. A participant can obtain information regarding such fee by calling
the Agent at the number set forth in the response to Question 4.
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 the proxy statement, and any reports or informational
statements required by the Internal Revenue Service.
CREDITING OF CASH DIVIDENDS
19. 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 on the basis of
full and fractional shares (currently calculated to six decimal places, subject
to change) held in their accounts. Participants making only optional cash
payments will have all cash dividends paid to them.
SAFEKEEPING OF CERTIFICATES
20. MAY A PARTICIPANT 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
14
unendorsed certificates to the Agent accompanied by a letter of instruction. All
certificates should be sent to the address set forth in the response to Question
4 by registered mail, return receipt requested, and insured for possible mail
loss of 3% 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
21. 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 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. A certificate for a fractional share will not be
issued under any circumstances. See the response to Question 27 for information
on withdrawal from the Plan, and the response to Question 26 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.
22. 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.
23. 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
24. HOW CAN A PARTICIPANT SELL OR TRANSFER SHARES CREDITED TO HIS OR HER
ACCOUNT UNDER THE PLAN?
15
A participant may request to sell or transfer (subject to pledge
restrictions described in the response to Question 21) 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 set
forth in the response to Question 4, or by calling the Agent at the telephone
number set forth in the response to 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 set forth in the response to Question 4. This
limitation is intended to protect participants' accounts against unauthorized
sales in excess of $100,000. In addition, the Agent, for any reason in 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. See the response to Question 27.
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 (currently $15.00, subject to change)
and a brokerage commission (currently $0.12 per share sold, subject to change),
a handling fee (currently $5.00, subject to change) if the sale is verbally
completed through a registered broker at the Agent (as opposed to a written
request or an automated request through online or telephonic means), as well as
any transfer tax if applicable.
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 generally 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.
A check for the net proceeds will be mailed after settlement of funds from
the brokerage firm. Currently, settlement occurs three business days after the
sale of shares.
25. 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 Eligible Securities 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 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 "All Dividends Paid in Cash" option
disposes of shares of Eligible Securities 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 payment 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
16
dividends in cash, the Agent will then pay cash dividends to the participant on
the remaining shares.
PARTIAL WITHDRAWAL OF SHARES
26. 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 the response to Question
24, (ii) be transferred as set forth in the responses to Questions 23 and 24,
(iii) be issued in certificate form as set forth in the response to Question 21,
or (iv) continue to be held in electronic book-entry form through FPL Group's
Direct Registration System, 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
27. 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, by telephone or in writing 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;
o subject to the sale limitations set forth in the response to
Question 24, 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
payment for any fractional share and a separate check for any
optional cash payments which have not been invested; or
o subject to the sale limitations set forth in the response to
Question 24, 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 the response to Question
25), less any brokerage commission. See the response to Question 4 regarding
online, telephone and written instructions to the Agent, and the response to
Question 24 for additional information on sales of shares.
17
28. 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 is received by the Agent from the participant online, by telephone
or in writing at least five business days prior to the related common or
preferred stock dividend payment date. All subsequent dividends will be paid in
cash unless the participant re-enrolls in the Plan. If the Agent receives the
notice of withdrawal 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
29. 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 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.
30. WHAT HAPPENS IF FPL GROUP ISSUES A COMMON STOCK DIVIDEND OR DECLARES A
COMMON STOCK SPLIT?
All shares of common stock distributed as a result of a stock dividend or a
stock split on a participant's shares of common stock participating in the Plan,
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 common 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 common stock dividend or stock split.
31. 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 full 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.
32. MAY THE PLAN BE MODIFIED, SUSPENDED OR DISCONTINUED?
FPL Group reserves the right to modify, suspend, or terminate the Plan, or
to change the Agent administering the Plan, at any time. Notice of any such
modification, 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
18
account or continue to credit such shares in electronic book-entry form to the
participant's account. In the former case, and, at the election of FPL Group, in
the latter case, a check for the then-current market value of any fractional
share will be delivered to the participant.
33. WHAT IS THE RESPONSIBILITY OF FPL GROUP, FPL GROUP CAPITAL, FPL AND THE
AGENT UNDER THE PLAN?
With respect to administration of the Plan, FPL Group, FPL Group Capital,
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 Group Capital, 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 general 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 other administrative pronouncements, income tax regulations, and
court decisions. Accordingly, Plan participants should consult with their own
tax advisors with respect to the federal, state 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 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
19
and accumulated earnings and profits of FPL Group, as determined
for federal income tax purposes, and 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
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
that meets certain holding period requirements 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 stock, the
dividends received deduction is equal to 80% of the dividends
received. For purposes of the preceding sentence, "stock" shall
not include non-voting, non-convertible preferred stock.
(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 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 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 day following the date of acquisition. Long term
capital gains in the case of individuals are subject to a maximum tax rate of
15% (5% for individuals in the 10% or 15% tax bracket. For tax years after
December 31, 2007, the 5% rate is reduced to 0%). These capital gains tax rates
will expire for tax years beginning after December 31, 2008. Provided new
legislation is not enacted and the capital gains tax rates are allowed to
20
expire, then the rates will revert to a maximum rate of 20% (10% for individuals
in the 10% and 15% tax brackets), which was the rate in effect prior to the Jobs
and Growth Tax Relief Reconciliation Act of 2003. Complicated requirements apply
to sales of stock held for less than one year. A Plan participant should consult
with his or her own tax advisor regarding the tax consequences of any sale.
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 Eligible Securities 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 required to be withheld. The Plan account statements confirming purchases
made for foreign participants will indicate the amount of withholding.
Foreign shareholders who enroll in the Plan under the "All Dividends Paid
in Cash" 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. For additional information, please
see FPL Group's Restated Articles of Incorporation, as amended (Charter), and
its bylaws, which set forth the terms of FPL Group's common stock. Please also
see the Mortgage and Deed of Trust, dated as of January 1, 1944, between FPL and
Deutsche Bank Trust Company Americas, as trustee, as amended and supplemented
(the Mortgage), which contains restrictions which may limit the ability of FPL
to pay dividends to FPL Group. Each of these documents has been previously filed
with the SEC and are exhibits to the registration statement filed with the SEC
of which this prospectus is a part. Reference is also made to the laws of the
State of Florida.
FPL Group's authorized capital stock consists of 800,000,000 shares of
common stock, $.01 par value, and 100,000,000 shares of serial preferred stock,
$.01 par value. As of September 30, 2005, 394,855,299 shares of common stock
were issued and outstanding and no shares of serial preferred stock were issued
and outstanding. See "--Preferred Share Purchase Rights" below. The FPL Group
common stock has no preemptive, subscription or conversion rights, and there are
no redemption or sinking fund provisions applicable thereto. The outstanding
shares of common stock are, and when issued the shares offered hereby will be,
fully paid and nonassessable. In some cases, the issuance of preferred stock
could make it difficult for another company to acquire FPL Group and make it
harder to remove current management. See also "--FPL Group Preferred Stock"
below.
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 Computershare Investor Services, LLC.
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's common stock to receive any related takeover premium for its shares. See
"--Voting Rights and Non-Cumulative Voting", "--Preferred Share Purchase Rights"
and "--FPL Group Preferred Stock" 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.
21
FPL Group's Charter 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 the Mortgage. However, these restrictions do not
currently limit FPL's ability to pay dividends to FPL Group from its retained
earnings.
FPL Group Capital has issued junior subordinated debentures in connection
with preferred trust securities previously issued by FPL Group Capital Trust I,
which junior subordinated debentures are guaranteed by FPL Group. FPL Group
Capital has the right, from time to time, to delay interest payments on its
outstanding junior subordinated debentures for an extension period of up to 20
consecutive quarters. FPL Group, FPL and/or FPL Group Capital may issue, from
time to time, additional junior subordinated debentures in connection with the
issuance of additional preferred trust securities. FPL Group, FPL and/or FPL
Group Capital may have a similar right to delay interest payments for those
additional junior subordinated debentures. If FPL Group Capital and/or FPL Group
exercises any right to delay an interest payment, FPL Group would not be able to
pay dividends on its common stock or preferred stock during the extension period
with certain limited exceptions. If FPL exercises any right to delay an interest
payment, it would not be able to pay dividends to any holder of its common stock
or preferred stock, including FPL Group, during the extension period with
certain limited exceptions.
FPL Group has issued stock purchase contracts, as a component of stock
purchase units, which require FPL Group to make periodic contract adjustment
payments to the holders of the stock purchase units. FPL Group has a right to
delay these payments during the term of the stock purchase contracts. FPL Group
may issue, from time to time, additional stock purchase contracts as a component
of stock purchase units. FPL Group may have a similar right to delay contract
adjustment payments on these additional stock purchase contracts. If FPL Group
exercises any right to delay a contract adjustment payment, it will not be able
to pay dividends on its common stock or preferred stock during the period such
payments are delayed with certain limited exceptions.
In addition, FPL Group may issue one or more series of its serial preferred
stock, $.01 par value, without the approval of its shareholders. Any series of
preferred stock could be entitled to receive dividends in preference to the
payment of dividends on FPL Group's common stock.
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.
22
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:
(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. See "--FPL Group Preferred Stock" below.
LIQUIDATION RIGHTS. After satisfaction of creditors and payments due to 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. See
"--FPL Group Preferred Stock" below.
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. For additional information, please see the form of
Rights Agreement, dated as of July 1, 1996, between FPL Group and Computershare
Investor Services, LLC, as successor Rights Agent, as amended, which sets forth
the terms of the Rights. The Rights Agreement and amendments thereto have been
previously filed with the SEC and are exhibits to the registration statement
filed with the SEC of which this prospectus is a part.
23
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 two-hundredth of a share of FPL Group's Series A Junior Participating
Preferred Stock, $.01 par value (Junior Preferred Shares), at an exercise price
of $120 per one one-hundredth of a Junior Preferred Share (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
(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 $.005 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.
24
FPL Group's Board of Directors 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
or other business combination approved by FPL Group's Board of Directors, since
the Rights may be redeemed by FPL Group at $.005 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 the following:
(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.
FPL Group's Board of Directors 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 PREFERRED STOCK. FPL Group may issue one or more series of its
serial preferred stock, $.01 par value, without the approval of its
shareholders. Each series may have terms that differ from those of any other
series and may provide for dividend, liquidation, voting and other rights that
are superior or prior to those of FPL Group's common stock. In some cases, the
issuance of preferred stock could make it difficult for another company to
acquire FPL Group and make it harder to remove current management.
FPL GROUP COMMON STOCK DIVIDENDS
It is generally the practice of FPL Group to pay common stock 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 its common stock
is dependent upon dividends paid to it by its subsidiaries, primarily FPL. See
"Description of Common Stock--Dividend Rights," above.
25
EXPERTS
The consolidated financial statements as of December 31, 2004 and 2003, and
for each of the three years in the period ended December 31, 2004, and
management's report on the effectiveness of internal control over financial
reporting as of December 31, 2004, incorporated in this prospectus by reference
from FPL Group's Annual Report on Form 10-K for the year ended December 31, 2004
have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports incorporated herein by reference
(which reports (1) express an unqualified opinion on the consolidated financial
statements and include explanatory paragraphs referring to FPL Group's changes
in 2003 in its methods of accounting for special-purpose entities and for asset
retirement obligations and change in 2002 in its method of accounting for
goodwill, (2) express an unqualified opinion on management's assessment
regarding the effectiveness of internal control over financial reporting, and
(3) express an unqualified opinion on the effectiveness of internal control over
financial reporting), and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
LEGAL OPINIONS
Squire, Sanders & Dempsey L.L.P., 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.
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............................ $ 19,915
Stock Exchange Listing Fees...................................... $ 7,600*
Legal and Accounting Fees........................................ $250,000*
Printing (S-3, Prospectus, etc.) and Mailing Fees................ $ 50,000*
Fees of Plan Agent (estimated for one year)...................... $ 32,000*
Miscellaneous.................................................... $ 10,000*
--------
Total $369,515*
========
* 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 a corporation 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 corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct, or (v) in a proceeding by or in the right of
someone other than the corporation 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
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obvious that it should have been known, to be so great as to make it highly
probable that harm would follow from such action or omission.
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 March 10, 2005 (filed as Exhibit 3(i) to Form
S-4, File No. 333-124438).
*4(b) - 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(c) - 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), as Rights Agent
(filed as Exhibit 4 to Form 8-K dated June 17, 1996, File No. 1-8841).
*4(d) - Second Amendment to Rights Agreement, dated as of December 26, 2002,
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 Rights Agent (filed as Exhibit 3 to Form 8-A/A dated
January 3, 2003, File No. 1-8841).
*4(e) - Third Amendment to Rights Agreement, dated as of January 1, 2004,
among FPL Group, Computershare Investor Services, LLC, as successor
Rights Agent, and EquiServe Trust Company, N.A., as predecessor Rights
Agent (filed as Exhibit 4 to Form 8-A/A dated December 19, 2003, File
No. 1-8841).
*4(f) - Certificate of Adjustment to Rights Agreement, dated March 15, 2005
(filed as Exhibit 5 to Form 8-A/A dated March 25, 2005, File No.
1-8841).
*4(g) - Mortgage and Deed of Trust dated as of January 1, 1944, and One
hundred and eight Supplements thereto, between FPL 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
II-2
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.
2-27612; Exhibit 4(g) to Form 10-K for the year ended December 31,
2000, File No. 2-27612; Exhibit 4(o) to Form S-3, File No. 333-102169;
Exhibit 4(k) to Post-Effective Amendment No. 1 to Form S-3, File No.
333-102172; Exhibit 4(l) to Post-Effective Amendment No. 2 to Form S-3,
File No. 333-102172; Exhibit 4(m) to Post-Effective Amendment No. 3 to
Form S-3, File No. 333-102172; Exhibit 4(a) to Form 10-Q for the
quarter ended September 30, 2004, File No. 2-27612; Exhibit 4(f) to
Amendment No. 1 to Form S-3, File No. 333-125275; and Exhibit 4(y) to
Post-Effective Amendment No. 2 to Form S-3, File Nos. 333-116300,
333-116300-01 and 333-116300-02).
5 - Opinion and Consent of Squire, Sanders & Dempsey L.L.P., counsel to FPL
Group.
23(a) - Consent of Deloitte & Touche LLP, an independent registered public
accounting firm.
23(b) - Consent of Squire, Sanders & Dempsey L.L.P. (included in opinion,
attached hereto as Exhibit 5).
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.
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.
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(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) or
Section 15(d) 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.
II-4
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such agent for service as its attorney-in-fact with
like authority to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 4th day of
November, 2005.
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, November 4, 2005
-------------------------- President, Chief Executive
Lewis Hay, III Officer and Director
(Principal Executive Officer)
/s/ Moray P. Dewhurst Vice President, Finance November 4, 2005
-------------------------- and Chief Financial
Moray P. Dewhurst Officer (Principal
Financial Officer)
/s/ K. Michael Davis Controller and Chief November 4, 2005
-------------------------- Accounting Officer
K. Michael Davis (Principal Accounting
Officer)
/s/ H. Jesse Arnelle Director November 4, 2005
--------------------------
H. Jesse Arnelle
/s/ Sherry S. Barrat Director November 4, 2005
--------------------------
Sherry S. Barrat
/s/ Robert M. Beall, II Director November 4, 2005
--------------------------
Robert M. Beall, II
Signature Title Date
--------- ----- ----
/s/ J. Hyatt Brown Director November 4, 2005
--------------------------
J. Hyatt Brown
/s/ James L. Camaren Director November 4, 2005
--------------------------
James L. Camaren
/s/ J. Brian Ferguson Director November 4, 2005
--------------------------
J. Brian Ferguson
/s/ Rudy E. Schupp Director November 4, 2005
--------------------------
Rudy E. Schupp
/s/ Michael H. Thaman Director November 4, 2005
--------------------------
Michael H. Thaman
/s/ Hansel E. Tookes II Director November 4, 2005
--------------------------
Hansel E. Tookes II
/s/ Paul R. Tregurtha Director November 4, 2005
--------------------------
Paul R. Tregurtha
/s/ Frank G. Zarb Director November 4, 2005
--------------------------
Frank G. Zarb
EXHIBIT INDEX
5 Opinion and Consent of Squire, Sanders & Dempsey L.L.P., counsel to FPL
Group.
23(a) Consent of Deloitte & Touche LLP, an independent registered public
accounting firm.
23(b) Consent of Squire, Sanders & Dempsey L.L.P. (included in opinion, attached
hereto as Exhibit 5).
24 Powers of Attorney (included on the signature page of this registration
statement).
99 Form of Letter to Shareholders.