As filed with the Securities and Exchange Commission on , 1998
-------July 29, 1999
Registration Statement No. ----------
=================================================================333-
------
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------
FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Florida 59-0247775
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
-------------------------------------------
DENNIS P. COYLE JEFFREY I. MULLENS, P.A. ROBERT J. REGER, ESQ. P.A. JR., ESQ.
General Counsel and Steel Hector & Davis LLP ESQ.
Secretary 1900 Phillips Point West Thelen Reid & Priest
Florida Power & Light 777 South Flagler Drive LLP
Secretary LLPCompany West Palm Beach, Florida 40 West 57th Street
Florida Power & 1900 Phillips Point700 Universe Boulevard 33401 New York, New York
Light Company West 10019
700 Universe 777 South Flagler (212) 603-2000
Boulevard Drive
Juno Beach, Florida West Palm Beach,(561) 650-7257 10019
33408 Florida 33401(212) 603-2000
(561) 694-4644 (561) 650-7257
(Names, addresses, including, zip codes, and telephone numbers, including
area codes, of agents for service)
-----------------------------------------
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
S.K. Waite, Esq.Richard L. Harden
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS,
PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO
BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED
ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE
CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION
STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.
[ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT
TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
------------------------------------------
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed================================================================
Title of Each Class of Proposed Maximum Maximum
Class Offering Aggregate Amount of of
Securities to Amount to be PriceAggregate Offering Registration
be Registered Registered Per Unit* PricePrice* Fee
--------------------------------------------------------------------------================================================================
First Mortgage $210,000,000 100.00% $210,000,000 $61,950
Bonds ===========================================================================$425,000,000 $118,150
================================================================
* Estimated solely for the purpose of calculating the
registration fee.fee pursuant to Rule 457(o) under the Securities
Act of 1933.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus filed as part of this Registration Statement will be
used as a combined prospectus in connection with this
Registration Statement and Registration Statement File No. 33-
61390.333-
53053.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Information contained hereinThe information in this prospectus is subject to completion or
amendment. A registration statement relating tonot complete and may be
changed. Florida Power & Light Company may not sell these
securities has beenuntil the registration statement filed with the
Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomesCommission is effective. This prospectus
shallis not constitute an offer to sell or the solicitation ofthese securities and it is not soliciting
an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which suchstate where the offer
solicitation or
sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Subject to Completion, Dated May , 1998
--is not permitted.
SUBJECT TO COMPLETION, DATED JULY 29, 1999
PROSPECTUS
$500,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
------------------------------------------------------------
Florida Power & Light Company (FPL) intendsmay offer from time to time to issue up
to $500,000,000 aggregate principal amount of its First Mortgage Bonds (New Bonds) in one or more series at prices
and on terms to be determined when the agreement to sell is made
or at the time of sale.
For each issue of New Bonds for which this Prospectus is being
delivered (Offered Bonds) there is an accompanying Prospectus
Supplement or Prospectus Supplements (Prospectus Supplement) that
set forth, without limitation and to the extent applicable, the
series designation, aggregate principal amount of the issue,
purchase price, maturity, interest rate or rates (which may be
either fixed or variable) or the method of determination of such
rate or rates, times of payment of interest, the place where the
principal of and interest on the Offered BondsBonds.
Florida Power & Light Company will be payable,
the denominations in which the Offered Bonds are authorized to be
issued, whether the Offered Bonds will be issued in registered
form, in bearer form or both, whether all or a portion of the
Offered Bonds will be issued in global form, redemption terms, if
any, and other specialprovide specific terms of
these First Mortgage Bonds, including their offering prices, in
supplements to this prospectus. The supplements may also add,
update or change information contained in this prospectus. You
should read this prospectus and any supplements carefully before
you invest.
Florida Power & Light Company may offer these First Mortgage
Bonds directly or through underwriters, agents or dealers. The
supplements to this prospectus will describe the Offered Bonds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYterms of any
particular plan of distribution, including any underwriting
arrangements. The "Plan of Distribution" section beginning on
page 9 of this prospectus also provides more information on this
topic.
Florida Power & Light Company's principal executive office is
located at 700 Universe Boulevard, Juno Beach, Florida 33408,
telephone (561) 694-4000, and its mailing address is P.O. Box
14000, Juno Beach, Florida 33408-0420.
-------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR BYNOR ANY STATE
SECURITIES COMMISSION NOR HAS THEAPPROVED OR DISAPPROVED OF THESE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACYDETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
ADEQUACY OF THIS PROSPECTUS.COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The New Bonds may be sold directlyJuly , 1999.
---
WHERE YOU CAN FIND MORE INFORMATION
FPL files annual, quarterly and other reports and other
information with the SEC. You can read and copy any information
filed by FPL or through agents
designated from timewith the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain
additional information about the Public Reference Room by calling
the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC, including FPL. FPL also maintains
an Internet site (http://www.fpl.com).
INCORPORATION BY REFERENCE
The SEC allows FPL to time or through underwriters or dealers
or a group of underwriters. If any agents of"incorporate by reference" the
information that FPL or any
underwriters are involvedfiles with the SEC, which means that FPL may
disclose important information to you by referring you to those
documents in the sale of the Offered Bonds in
respect of which this Prospectusprospectus. The information incorporated by
reference is being delivered, the names of
such agents or underwriters, the initial price to the public, any
applicable commissions or discounts and the proceeds to FPL with
respect to such Offered Bonds are set forth in the Prospectus
Supplement. See "Plan of Distribution" for possible
indemnification arrangements for underwriters or agents.
The datean important part of this Prospectus is , 1998.
---------
AVAILABLE INFORMATIONprospectus. FPL is
subject toincorporating by reference the informational requirementsdocuments listed below and any
future filings FPL makes with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act),until FPL
sells all of these First Mortgage Bonds. Any of those future
filings will update, supersede and replace the information
contained in accordance therewith files reports and other information with
the Securities and Exchange Commission (SEC). Such reports and
other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following
Regional Offices of the SEC: Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and New York
Regional Office, Seven World Trade Center, Suite 1300 New York,
New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the SEC at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the SEC maintains a World Wide
Web site (http://www.sec.gov) that contains reports and other
information filed by FPL.
Security holders of FPL may obtain, upon request, copies of an
Annual Report on Form 10-K of FPL containing financial statements
as of the end of the most recent fiscal year audited and reported
upon (with an opinion expressed) by independent auditors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following FPLany documents filed with the SEC are incorporated by reference in this
Prospectus:prospectus at the time of the future filings.
1. FPL's Annual Report on Form 10-K for the year ended
December 31, 19971998 (Form 10-K).
2. FPL's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
All documents1999.
3. FPL's Current Reports on Form 8-K filed by FPL with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectuson
March 17, 1999 and prior to the termination of the
offering of the securities covered by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in the Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
FPL will provide without charge to each person, including any
beneficial owner, to whomApril 16, 1999.
You may request a copy of this Prospectus is delivered,
upon writtenthese documents, at no cost to you,
by writing or oral request of any such person, a copy of any
and all of the documents referred to above that have been
incorporated by reference in this Prospectus excluding the
exhibits thereto (unless such exhibits are specifically
incorporated by reference into such documents). Requests for
such copies should be directed to:calling Robert J. Reger, Jr., Esq., Thelen Reid &
Priest LLP, 40 West 57th Street, New York, New York, 10019, (212)
603-2000.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, FPL is hereby filing
cautionary statements identifying important factors that could
cause FPL's actual results to differ materially from those
projected in forward-looking statements (as that term is defined
in the Private Securities Litigation Reform Act of 1995) made by
or on behalf of FPL that are made in this prospectus or any
supplement to this prospectus, in presentations, in response to
questions or otherwise. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not
always, through the use of words or phrases such as "will likely
result", "are expected to", "will continue", "is anticipated",
"estimated", "projection" or "outlook") are not statements of
historical facts and may be forward-looking. Forward-looking
statements involve estimates, assumptions and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Accordingly, any of
those statements are qualified in their entirety by reference to,
and are accompanied by, the following important factors that
could cause FPL's actual results to differ materially from those
contained in forward-looking statements made by or on behalf of
FPL.
Any forward-looking statement speaks only as of the date on
which that statement is made, and FPL does not undertake any
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which that statement is
made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time, and it is not possible for
management to predict all of those factors, nor can it assess the
impact of each of those factors on the business or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statement.
2
Some important factors that could cause actual results or
outcomes to differ materially from those discussed in the
forward-looking statements include changing governmental policies
and regulatory actions, including those of the Federal Energy
Regulatory Commission, the Florida Public Service Commission and
the Nuclear Regulatory Commission, with respect to:
(1) allowed rates of return, including return on common
equity,
(2) industry and rate structure,
(3) operation of nuclear power facilities,
(4) acquisition and disposal of assets and facilities,
(5) operation and construction of plant facilities,
(6) recovery of fuel and purchased power costs,
(7) decommissioning costs, and
(8) present or prospective wholesale and retail
competition, including retail wheeling and transmission
costs.
The business and profitability of FPL are also influenced by
economic and geographic factors including:
(1) political and economic risks,
(2) changes in and compliance with environmental and safety
laws and policies,
(3) weather conditions, including natural disasters such as
hurricanes,
(4) population growth rates and demographic patterns,
(5) competition for retail and wholesale customers,
(6) pricing and transportation of commodities,
(7) market demand for energy from generating plants or
facilities,
(8) changes in tax rates or policies or in rates of
inflation,
(9) unanticipated delays or changes in costs for capital
projects,
(10) unanticipated changes in operating expenses and capital
expenditures,
(11) capital market conditions,
(12) competition for new energy development opportunities,
(13) legal and administrative proceedings, whether civil,
such as environmental, or criminal, and settlements, and
3
(14) any unanticipated impact of the year 2000 computer
problem, including delays or changes in cost of year 2000
compliance, or the failure of major suppliers, customers and
others with whom FPL Group or FPL Group Capital does
business to resolve their own year 2000 issues on a timely
basis.
All of these factors are difficult to predict, contain
uncertainties which may materially affect actual results, and are
beyond FPL's control.
FPL
FPL was incorporated under the laws of Florida in 1925 and is
engaged in the generation, transmission, distribution and sale of
electric energy. The principal executive office of FPL is
located at 700 Universe Boulevard, Juno Beach, Florida 33408,
telephone (561) 694-4000, and the mailing address is P.O. Box
14000, Juno Beach, Florida 33408-0420. FPL supplies electric service throughout most
of the east and lower west coasts of the State of Florida,
serving an area of about 27,650 square miles
with a population of approximately 7 million. During 1997,1998,
FPL served approximately 3.63.7 million customer accounts. All of the
shares of common stock of FPL is owned by FPL
Group, Inc. (FPL Group).
2
owns all of FPL's common stock.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, FPL
is offering hereby a maximum of $500,000,000 aggregate
principal amount of New Bonds. Thewill add the net proceeds to be received from the sale of the Newthese First Mortgage
Bonds will be added to FPL'sits general funds. FPL uses its general funds and will be used for
corporate purposes, which may include,
but are not limitedincluding to the redemptionredeem or purchase of certain of
its outstanding
debt and preferred stock, the repayment of all or
a portion ofto repay short-term borrowings, outstanding, the repayment of
all or a portion of any maturingto
repay long-term debt obligations and the financing ofto finance the acquisition
or construction of additional electric facilities. ProceedsFPL will
temporarily invest any proceeds that are not immediately required
for the
foregoingthese purposes will be temporarily invested in short-term instruments.
FPL maintains a continuous construction program, principally
for electric generation, transmission and distribution
facilities. FPL anticipates financing this program partially
through internally generated funds, partially through the sale of
additional securities, partially through short-term borrowings
and partially through equity investments by FPL Group. See "Item
1. Business - Capital Expenditures" and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" in the Form 10-K
incorporated by reference herein.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for the years ended
December 31, 1993 through 1997 are 3.03, 3.86, 4.33, 4.58 and
4.95, respectively. Thefollowing table shows FPL's ratio of earnings to fixed
charges for each of its last five fiscal years and for the quarterthree
months ended March 31, 1999:
Three Months Ended Years Ended December 31,
------------------------------------------
March 31, 1999 1998 is 3.98.1997 1996 1995 1994
-------------------- ------ ------ ------ ------ ------
4.54 5.69 4.95 4.58 4.33 3.86
DESCRIPTION OF NEWTHE BONDS
GENERAL. The NewFPL will issue these First Mortgage Bonds, are to be issuedin one or
more series, under aits Mortgage and Deed of Trust dated as of
January 1, 1944, with Bankers Trust Company, as Trustee, (Mortgage Trustee), and The Florida National
Bank of Jacksonville (now resigned) as supplemented andwhich
has been amended and as tosupplemented in the past and which will be
supplemented again by one or more supplemental indentures
relating to the New Bonds, allthese First Mortgage Bonds. This Mortgage and Deed
of which are collectivelyTrust, as amended and supplemented, is referred to in this
prospectus as the "Mortgage".
The following statements"Mortgage." These First Mortgage Bonds are
brief summariesreferred to in this prospectus as the "Bonds."
This section briefly summarizes some of certainthe provisions of the
Mortgage whichand uses some terms that are not defined in this
prospectus but that are defined in the Mortgage. This summary is
not complete. The Mortgage is on file with the SEC and is
incorporated by reference herein, and do not purport to be
complete. They make use of terms defined in the Mortgage.
Reference is made tothis prospectus. You should read
the Mortgage for a definitioncomplete understanding of these termsthe provisions that
may be important to you and for the complete provisionsdefinitions of some terms
used in this summary.
Each series of Bonds may have different terms. FPL will
include all of the Mortgage. The following statements are qualifiedinformation about a specific series
of Bonds in their entirety by such reference.
Reference is madethe prospectus supplement relating to the Prospectus Supplement for the
following terms of the Offered Bonds (among others): (i)those Bonds:
(1) the designation and series andof those Bonds,
(2) the aggregate principal amount of those Bonds,
4
(3) the Offered
Bonds; (ii)offering price of those Bonds,
(4) the percentage or percentages of their principal
amount atdate(s) on which such Offeredthose Bonds will mature,
(5) the interest rate(s) for those Bonds, or how the
interest rate(s) will be issued; (iii)determined,
(6) the date
or dates on which FPL will pay the Offeredinterest on those
Bonds,
will mature; (iv)(7) the ratedenominations in which FPL may issue those Bonds,
if other than denominations of $1,000 or rates (which may be either fixed or variable), and/or the methodmultiples of
determination of such rate or rates, per annum at which the
Offered Bonds will bear interest; (v) the times at which such
interest will be payable; (vi)$1,000,
(8) the place where the principal of and interest on the Offeredthose
Bonds will be payable; (vii)payable, if other than at Bankers Trust
Company in New York City,
(9) the denominationscurrency or currencies in which payment of the
Offeredprincipal of and interest on those Bonds are authorizedmay be made,
if other than United States dollars,
(10) the terms pursuant to be
issued; (viii) the redemption terms, if any; (ix) whether the
Offeredwhich FPL may redeem or
repurchase any of those Bonds,
will be in registered form, in bearer form or both;
(x)(11) whether all or a portion of the Offeredthose Bonds will be in
global form;form, and
(xi)(12) any other terms or provisions relating to such Offeredthose Bonds
whichthat are not inconsistent with the provisions of the
Mortgage.
FORM AND EXCHANGES. The NewFPL will issue the Bonds may be issued in fully registered form without
coupons, unless otherwise stated in bearer form with or without
coupons or any combination thereof. Newa prospectus supplement. A
holder of Bonds in bearer form
will not be offered, sold, resold or delivered in the United
States or to United States persons in connection with their
original issuance. Unless otherwise specified in the Prospectus
Supplement, the Newmay exchange those Bonds, will be issuable in the form of
registered bonds without coupons. New Bonds will be exchangeable without charge, for other Newan
equal aggregate principal amount of Bonds of the same series,
and of the
same or different authorized denominations, in each case for a
like aggregate principal amount of New Bonds having the same issue date and with identical terms and
provisions, unless otherwise specifiedstated in the Prospectus Supplement. Newa prospectus supplement.
A holder of Bonds may be
transferredtransfer those Bonds without charge,cost to the
holder, other than for applicable stamp taxes 3
or other
governmental charges, unless otherwise specifiedstated in a prospectus
supplement. FPL may issue all or some of the Prospectus Supplement. Reference is made toBonds in "book-
entry" form, which means that they will be represented by global
notes, instead of certificates. If FPL issues global notes
representing any Bonds, then a depository selected by FPL will
keep a record of the Prospectus
Supplement forbeneficial interests in those global notes
and record any transfers of those beneficial interests. Any
additional requirements as to the form and method of exchange of
the New Bonds. Additionally, New Bonds may be
represented in whole or in part by global notes, and if so
represented, beneficial interests in such global notes will be shown on and transfers thereof will be effected only through,
records maintained bydescribed in a designated depository and its
participants.
INTEREST AND PAYMENT. Reference is made to the Prospectus
Supplement for the interest rate or rates (which may be either
fixed or variable) and/or the method of determination of such
rate or rates of the Offered Bonds and the date or dates on
which such interest is payable. Unless otherwise specified in
the Prospectus Supplement, principal and interest are payable in
U.S. dollars at Bankers Trust Company in New York City.
REDEMPTION AND PURCHASE OF OFFERED BONDS. See the Prospectus
Supplement.prospectus supplement.
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12
month period, any governmental body orders FPL to dispose of
mortgaged property, is disposed of by order of or to
any Federal, State, county, municipal or other governmental
bodies or agencies, resulting in the receipt ofbuys mortgaged property from FPL, and FPL
receives $10 million or more as proceeds,from the sale or disposition, then,
in most cases, FPL (subjectmust use that money to certain conditions) must apply
such proceeds, less certain deductions, to the retirementredeem First Mortgage
Bonds. If this occurs, FPL may redeem First Mortgage Bonds of
Bonds. Anyany series of Bonds may bethat are redeemable at the redemption prices
applicable for this purpose. Seeto those First Mortgage Bonds. If any Bonds are
redeemable, the Prospectus
Supplement.redemption prices applicable to those Bonds will
be set forth in a prospectus supplement.
SECURITY. The NewMortgage secures the Bonds together withas well as all other
First Mortgage Bonds now or
hereafteralready issued under the Mortgage and still
outstanding. FPL may issue more First Mortgage Bonds in the
future and those First Mortgage Bonds will also be secured by the
Mortgage. The Mortgage which constitutes in the opinion of counsel to FPL, a first mortgage lien on all
of the present properties and franchises that FPL owns, except as
discussed below.
The lien of FPL (except as stated below),the Mortgage is or may be subject to (a) leasethe
following:
(1) leases of minor portions of FPL's property to others
for uses which, in
the opinion of such counsel,that do not interfere with FPL's business,
(b)(2) leases of certain property of FPLthat is not used in itsFPL's
electric business, and
(c) excepted encumbrances. There are
excepted from(3) Excepted Encumbrances, which include certain tax and
real estate liens, and specified rights, easements,
restrictions and other obligations,
5
(4) vendors' liens, purchase money mortgages and liens on
property that already exist at the time FPL acquires
that property.
The Mortgage does not create a lien allon the following "excepted
property":
(1) cash and securities;securities,
(2) certain equipment, materials or supplies and fuel
(including Nuclear
Fuel);nuclear fuel unless it is expressly
subjected to the lien of the Mortgage),
(3) automobiles and other vehicles;vehicles,
(4) receivables, contracts, leases and operating
agreements;agreements,
(5) materials or products, including electric energy, that
FPL generates, produces or purchases for sale or use by
FPL, and
(6) timber, minerals, mineral rights and royalties.
The Mortgage contains provisions subjecting after-acquiredwill generally also create a lien on property
(subject to pre-existing liens) tothat FPL acquires after the lien thereof,
subject to limitations in the casedate of consolidation, mergerthis prospectus, other than
"excepted property". However, if FPL consolidates or sale ofmerges
with, or sells substantially all of FPL's assets. Property acquired
sinceits assets to, another
corporation, the most recent recordinglien created by the Mortgage will generally not
cover the property of a supplemental indenture may
also be subjectthe successor company, other than the
property that it acquires from FPL and improvements, replacements
and additions to possible rights of others which may attach
prior to recordation of a supplemental indenture subsequent to
the acquisition of suchthat property.
The Mortgage provides that the Mortgage Trustee shall havehas a lien uponon the
mortgaged property prior to the Bonds, for the payment of its reasonable compensation
and expenses and for indemnity against certain liabilities. This
lien takes priority over the lien securing the Bonds.
ISSUANCE OF ADDITIONAL BONDS. The maximum principalFPL may issue an unlimited
amount of First Mortgage Bonds which may be issued under the Mortgage is unlimited.so long as it
meets the issuance tests set forth in the Mortgage, which are
generally described below. FPL may issue Bonds
of any series may be issued from time to time
on the basis ofin an amount equal to:
(1) 60% of unfunded Property Additions after adjustments to
offset retirements,
(2) the amount of retired First Mortgage Bonds or Qualified
Lien Bonds, and
(3) the amount of cash that FPL deposits with the Trustee
for the retirement of other First Mortgage Bonds or
qualified lien bonds, and
(3) deposit of cash. With certain exceptions in the case of (2)
above, the issuance of Bonds is subject to adjusted net earnings
for 12 consecutive months out of the preceding 15 months before
income taxes being either at least twice the annual interest
requirements on, or 10% of the principal amount of, all Bonds at
the time outstanding, including the additional issue, and all
indebtedness of prior or equal rank. Such adjusted net earnings
are computed after provision for retirement and depreciation of
property equal to the replacement requirements of the Mortgage
for such period.Qualified Lien Bonds.
Property Additions generally include the following:
(1) plants, lines, pipes, mains, cables, machinery,
boilers, transmission lines, pipe lines, distribution
systems, service systems and supply systems,
Nuclear Fuel(2) nuclear fuel that has been expressly subjected to the
lien and
operation of the Mortgage,
(3) railroad cars, barges and other transportation
equipment (other than trucks) for the transportation of
fuel, and
(4) other property, real or personal, and improvements,
extensions, additions, renewals or replacements located
within the United States of America or its coastal
waters.
Any such6
FPL may use any property of the type described in (1) through
(4) above as Property Additions whether or not that property is
in operation can be
4
used as Property Additionsand prior to the obtaining of permits or licenses. Property Additions may not include securities,licenses relating
to that property. Securities, fuel (including Nuclear Fuelnuclear fuel
unless expressly subjected to the lien
and operation of the Mortgage),
automobiles or other vehicles, or property used principally for
the production or gathering of natural gas. Under the Mortgage, FPL could issue approximately
$4.5 billion of additional first mortgage bonds based on unfundedgas will not qualify as
Property Additions and $3.3 billion of additional first mortgage
bonds based on the retirement of Bonds at December 31, 1997.Additions. The Mortgage contains certain restrictions uponon the
issuance of First Mortgage Bonds against propertybased on Property Additions that
are subject to other liens and upon the increase of the amount of
suchthose liens.
In most cases, FPL may not issue Bonds unless it meets the
"net earnings" test set forth in the Mortgage, which requires,
generally, that FPL's adjusted net earnings (before income taxes)
for 12 consecutive months out of the 15 months preceding the
issuance must have been either:
(1) at least twice the annual interest requirements on all
First Mortgage Bonds at the time outstanding, including
the Bonds that FPL proposes to issue at the time, and
all indebtedness of FPL that ranks prior or equal to
the First Mortgage Bonds, or
(2) at least 10% of the principal amount of all First
Mortgage Bonds at the time outstanding, including the
Bonds that FPL proposes to issue at the time, and all
indebtedness of FPL that ranks prior or equal to the
First Mortgage Bonds.
The Mortgage requires FPL to replace obsolete or worn out
property and specifies certain deductions to FPL's adjusted net
earnings for property repairs, retirement, additions and
maintenance. FPL does not need to meet the "net earnings" test
to issue Bonds if the issuance is based on retired First Mortgage
Bonds or Qualified Lien Bonds.
As of December 31, 1998, FPL could issue under the Mortgage
approximately $4.1 billion of additional First Mortgage Bonds
based on unfunded Property Additions and $4.0 billion of
additional First Mortgage Bonds based on retired First Mortgage
Bonds.
RELEASE AND SUBSTITUTION OF PROPERTY. PropertyFPL may release
property from the lien of the Mortgage if it does any of the
following in an aggregate amount equal to the fair value of the
property to be released againstreleased:
(1) deposit ofdeposits with the Trustee, cash or, to a limited
extent, purchase money mortgages,
(2) uses unfunded Property Additions acquired by FPL in the
last five years, or
(3) waives its right to issue First Mortgage Bonds without
satisfying any net earnings requirement.
If FPL deposits cash so that it may release property from the
lien of the Mortgage or so that it may issue additional First
Mortgage Bonds, it may withdraw that cash if it uses unfunded
Property Additions or waives its right to issue First Mortgage
Bonds without satisfying any net earnings requirement in an
amount equal to the cash that FPL seeks to withdraw.
When property released from the lien of the Mortgage is not
Funded Property, then, if FPL acquires new Property Additions
within two years:
(1) Property Additions used for the release of that property
will not (subject to some exceptions) be considered
Funded Property, and
(3)(2) any waiver by FPL of its right to issue First Mortgage
Bonds, which is used for the release of that property,
will cease to be an effective waiver and FPL will regain
the right to issue Bonds without applying any earnings test.
Cash so deposited and cash deposited against the issuance of
additional Bonds may be withdrawn upon the bases stated in (2)
and (3) above. When property released is not funded property,
Property Additions used to effect the release may again, in
certain cases, become available as credits under thethose First Mortgage and the waiver of the right to issue Bonds to effect the release
may, in certain cases, cease to be effective as such a waiver.
SimilarBonds.
The Mortgage contains provisions are in effect asrelating to cash proceeds of
suchproperty that is not Funded Property that are similar to the
provisions relating to release of that property. The Mortgage
contains special provisions with respectrelating to qualified lien bonds pledged Qualified Lien
Bonds and the disposition of moniesmoney received on pledged prior lien bonds.those Qualified
Lien Bonds.
7
FPL may, without anydoes not need a release consumefrom the Mortgage in order to use
its operations Nuclear Fuelnuclear fuel even if such
Nuclear Fuelthat nuclear fuel has been expressly
subjected to the lien and operation of the Mortgage.
DIVIDEND RESTRICTIONS. TheIn some cases, the Mortgage contains provisions
restricting anrestricts
the amount of retained earnings whichthat FPL can be useduse to pay cash
dividends on its common stock. The restricted amount restricted is
subject to being increased or decreasedmay change
depending on factors set out in the Mortgage. Other than this
restriction on the basispayment of various
factors and any restrictedcommon stock dividends, the
Mortgage does not restrict FPL's use of retained earnings can be used for
various purposes. Noearnings. As of
December 31, 1998, no retained earnings were restricted as a
result ofby these
provisions of the Mortgage, as of December 31,
1997.Mortgage.
MODIFICATION OF THE MORTGAGE. Generally the rights of all of
the Bondholdersholders of First Mortgage Bonds may be modified with the
consent of the holders of 66-2/3% of the Bonds and,principal amount of all
of the outstanding First Mortgage Bonds. However, if less than
all series of First Mortgage Bonds are affected by a
modification, that modification also requires the consent alsoof the
holders of 66-2/3% of the principal amount of all of the
outstanding First Mortgage Bonds of each series affected.
FPL has reserved the right tomay amend the Mortgage without anythe consent or other action byof the holders
of any series of First Mortgage Bonds created after April 30,
1992 (including the New Bonds) so as to substitute for the foregoing provisions the following: Generally
the rightspermit modification of the Bondholders may be modifiedMortgage
generally with the consent of the holders of only a majority of
the First Mortgage Bonds but if less than all seriesaffected by the modification.
In most cases, the following modifications will not be
effective against any holder of theFirst Mortgage Bonds are affected, only the consent of a majority of the affected
Bonds is required. In general, nounless that
holder consents:
(1) modification of the terms of payment of principal and
interest,
no(2) modification of the obligations of FPL under Section 64
of the Mortgage, which describes special provisions for
the retirement of First Mortgage Bonds (until FPL
amends the foregoing substitution is made)Mortgage as described in the preceding
paragraph),
and no(3) modification affectingcreating an equal or prior lien on the
mortgaged property or depriving that holder of the
benefit of the lien orof the Mortgage.
(4) modification reducing the percentage vote required for
modification,
are effective against any Bondholder without such Bondholder's
consent.modification.
DEFAULT AND NOTICE THEREOF. Defaults are: default in paymentThe following are defaults under
the Mortgage:
(1) failure to pay the principal of principal; defaultany First Mortgage
Bond,
(2) failure to pay interest on any First Mortgage Bond for
60 days inafter that interest is due,
(3) failure to pay principal of or interest on any
Qualified Lien Bond beyond any applicable grace period
for the payment of that principal or interest,
or of(4) failure to pay any installments of funds for retirement
of Bonds; certain defaults
with respect to qualified lien bonds;First Mortgage Bonds for 60 days after that
installment is due,
(5) certain events in bankruptcy, insolvency or
reorganization;reorganization, and
default for(6) the expiration of 90 days afterfollowing notice onby the
Trustee or the holders of 15% of the First Mortgage
Bonds relating to other covenants. Thecovenants of FPL.
Except in the case of failure to pay principal, interest or
any installment for retirement of First Mortgage Bonds, the
Trustee may withhold notice of default (except in payment of principal,
interest or any fund for retirement of Bonds), if it thinks itbelieves that
withholding the notice is in the interests of the Bondholders.holders of
First Mortgage Bonds.
8
Holders of 25% of the First Mortgage Bonds may declare the
principal and the interest due on default, but adefault. A majority of the
holders of First Mortgage Bonds may annul suchthat declaration if suchthe
default has been cured. No holder of First Mortgage Bonds may
enforce the lien of the Mortgage unless the following things have
occurred:
(1) suchthe holder has given the Mortgage Trustee written notice of a
default;default,
(2) the holders of 25% of the First Mortgage Bonds have
requested the Mortgage Trustee to act and offered it reasonable
opportunity to act and indemnity satisfactory to the
Mortgage Trustee againstfor the costs, expenses and liabilities to be incurred thereby;that
the Trustee may incur by acting, and
(3) the Mortgage Trustee has failed to act.
Notwithstanding the foregoing, a holder of First Mortgage
Bonds has the right to sue FPL if FPL fails to pay, when due,
interest or principal on those First Mortgage Bonds, unless that
holder gives up that right.
The Mortgage Trustee is not required to risk its funds or incur
personal liability if there is reasonable ground for believing
that the repayment is not reasonably assured. AThe holders of a
majority of the First Mortgage Bonds may direct the time, method,
and place of conducting any proceedings for any remedy available
to the Mortgage Trustee, or exercising any trust or
power conferred uponof the Mortgage Trustee.
5
Trustee's powers.
SATISFACTION AND DISCHARGE OF MORTGAGE. Upon FPL's making due
provisionThe Mortgage may be
satisfied and discharged if and when FPL provides for the payment
of all of the First Mortgage Bonds and paying all other sums due under
the Mortgage, the Mortgage may be satisfied
and discharged of record.Mortgage.
EVIDENCE TO BE FURNISHED TO THE MORTGAGE TRUSTEE. Compliance
with Mortgage provisions is evidenced byFPL furnishes
written statements of FPL's officers, or persons selected or paid
by FPL.FPL, annually (and when certain events occur) to the Trustee
to show that FPL is in compliance with Mortgage provisions and
that there are no defaults under the Mortgage. In certain
major matters thesome cases,
these written statements must be provided by an independent
accountant, appraiser, engineer or counsel must
be independent. Various certificates and other papers are
required to be filed annually and in certain events, including an
annual certificate with reference to compliance with the terms of
the Mortgage and absence of default.counsel.
CONCERNING THE MORTGAGE TRUSTEE. In the regular course of business,
FPL may obtain short-term funds from several banks, including
Bankers Trust Company.
PLAN OF DISTRIBUTION
FPL may sell the New Bonds in any of three ways: (i)(1) through underwriters or dealers; (ii)dealers,
(2) through agents, or (3) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents.
The Prospectus Supplement with respect to the Offered Bonds sets
forth the terms of the offering of the Offered Bonds, including
the name or names of anypurchaser.
THROUGH UNDERWRITERS OR DEALERS. If FPL uses underwriters dealers or agents, the
purchase price of such Offered Bonds and the proceeds to FPL from
such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in
the sale, the Newunderwriters will acquire the Bonds will be
acquired by the underwriters for their own
account andaccount. The underwriters may be
resold from time to timeresell the Bonds in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of the sale. The Newunderwriters may sell the Bonds may be offered to the public eitherdirectly or
through underwriting syndicates represented by one or more managing
underwriters as
may be designated by FPL, or directly by one or more of such
firms. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Bonds are named in
the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or
underwriters are set forth on the cover page of such Prospectus
Supplement.underwriters. Unless otherwise set forth in the Prospectus
Supplement,a prospectus
supplement relating to Bonds, the obligations of the underwriters
to purchase the
Offeredthose Bonds will be subject to certain conditions, precedent,
and the underwriters will be obligated to purchase all such
Offeredof those
Bonds if any are purchased. NewIf FPL uses a dealer in the sale,
FPL will sell Bonds to the dealer as principal. The dealer may
then resell those Bonds at varying prices determined at the time
of resale.
Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
sold directly by FPL or through agents
designated by FPLchanged from time to time.
The Prospectus Supplement
sets forthTHROUGH AGENTS. FPL may designate one or more agents to sell
the name ofBonds. Unless otherwise stated in a prospectus supplement,
any agent involved in the offer or sale of
the Offered Bonds in respect of which the Prospectus Supplement
is delivered as well as any commissions payable by FPLwill agree to such
agent. Unless otherwise indicated in the Prospectus Supplement,
any such agent is acting on ause its best efforts basisto solicit purchases
for the period of its appointment.
If so indicated inDIRECTLY. FPL may sell the Prospectus Supplement,Bonds directly to one or more
purchasers. In this case, no underwriters or agents would be
involved.
9
GENERAL INFORMATION. A prospectus supplement will state the
name of any underwriter, dealer or agent and the amount of any
compensation, underwriting discounts or concessions paid, allowed
or reallowed to them. A prospectus supplement will also state
the proceeds to FPL willfrom the sale of Bonds, any initial public
offering price and other terms of the offering of those Bonds.
FPL may authorize agents, underwriters or dealers to solicit
offers by certain specified institutions to purchase Offered Bonds from FPL at the
public offering price set forthand on the terms described in the Prospectus
Supplementrelated
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future.
Such
contracts will be subjectFPL may have agreements to those conditions set forth in the
Prospectus Supplement,indemnify agents, underwriters and
the Prospectus Supplement will set
forth the commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements
entered into with FPL to indemnification by FPLdealers against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended (Securities Act).
6
1933.
EXPERTS
The audited consolidated financial statements of FPL and its
subsidiaries appearing in FPL's Annual Report on Form 10-K
incorporated herein by reference herein have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report
included in said Annual Report on Form 10-K, which report is
incorporated herein by reference, and have been so incorporated
by reference herein in reliance upon the report of such reportfirm given upon thetheir
authority of that firm as experts in accounting and auditing.
Legal conclusions and opinions specifically attributed to
counsel in the documents incorporated herein by reference in this
prospectus have been reviewed by Steel Hector & Davis LLP, West
Palm Beach, Florida, counsel to FPL, and are set forth on the
authority of saidthat firm as experts.
LEGAL OPINIONS
The legality of the New Bonds will be passed upon for FPL by Steel
Hector & Davis LLP, West Palm Beach, Florida, and Thelen Reid &
Priest LLP, New York, New York, co-counsel to FPL, and for any
underwriter or agent by Winthrop, Stimson, Putnam & Roberts, New
York, New York. Thelen Reid & Priest LLP and Winthrop, Stimson,
Putnam & Roberts may rely as to all matters of Florida law upon
the opinion of Steel Hector & Davis LLP. Steel Hector & Davis
LLP may rely as to all matters of New York law on the opinion of
Thelen Reid & Priest LLP.
------------------------
NO DEALER, SALESMAN--------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY
REFERENCE OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINEDPROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
IN CONNECTIONSUPPLEMENT. FPL
HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. FPL IS NOT MAKING AN OFFER MADE BYOF THESE BONDS IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPONIS
ACCURATE AS HAVING BEEN AUTHORIZED
BY FPL OROF ANY DATE OTHER PERSON, UNDERWRITER, DEALER OR AGENT.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF FPL SINCETHAN THE DATE HEREOF OR THEREOF.
THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICHON THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
7FRONT OF THOSE
DOCUMENTS.
10
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting
and/or agents compensation, are:
Filing Fee for Registration Statement . . . . . . . $61,950$ 118,150
Legal and Accounting Fees . . . . . . . . . . . . $125,000$ 125,000*
Printing (S-3, Prospectus, Prospectus
Supplement,prospectus, prospectus
supplement, etc.) . . . . . . . . . . . . . . . . . $15,000$ 15,000*
Fee of Trustee . . . . . . . . . . . . . . . . . . . $5,250$ 10,000*
Florida Taxes . . . . . . . . . . . . . . . . . $1,155,000$ 1,608,500
Rating Agencies' Fees . . . . . . . . . . . . . . . $75,000$ 75,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . $12,800
-------$ 15,000*
----------
Total . . . . . . . . . . . . . . . . . . . . $1,450,000
==========
-------------------$ 1,966,650*
===========
--------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Statutes generally permits
FPLFlorida Power & Light Company (FPL) to indemnify its directors,
officers, employees or other agents who are subject to any third-partythird-
party actions because of their service to FPL 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 FPL. If the
proceeding is a criminal one, such person must also have had no
reasonable cause to believe his conduct was unlawful. In
addition, FPL 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 he reasonably believed to be in, or
not opposed to, the best interests of FPL. To the extent that a
director, officer, employee or other agent is successful on the
merits or otherwise in defense of a third-party or derivative
action, such person will be indemnified against expenses actually
and reasonably incurred in connection therewith. This Section
also permits a corporation further to indemnify such persons by
other means unless a judgment or other final adjudication
establishes that such person's actions or omissions which were
material to the cause of action constitute (1) a crime (unless
such person had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe it unlawful), (2) a
transaction from which he derived an improper personal benefit,
(3) 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
corporation in a proceeding by or in the right of the corporation
to procure a judgment in its favor or in a proceeding by or in
the right of a shareholder.
Furthermore, Florida Statutes section 607.0831 provides, in
general, that no director shall be personally liable for monetary
damages to FPL 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 constitute (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 (unlawful
distributions to shareholders) are applicable, (iv) in a
proceeding by or in the right of FPL to procure a judgment in its
favor or by or in the right of a shareholder, conscious disregard
for the best interest of FPL, or willful misconduct, or (v) in
proceeding by or in the right of someone other than FPL or a
shareholder, recklessness or an act or II-1
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)
II-1
known, or so obvious that it should have been known, to the
directors; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly
probable that harm would follow from such action or omission.
FPL's Bylaws provide generally that FPL shall, to the fullest
extent permitted by law, indemnify all directors and officers of
FPL, directors, officers, or other employees serving as a
fiduciary of an employee benefit plan of FPL, as well as any
employees or agents of FPL or other persons serving at the
request of FPL in any capacity with any entity or enterprise
other than FPL to whom FPL 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, FPL 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.Act of 1933.
ITEM 16. EXHIBITS.
1(a) - Form of Underwriting Agreement.
1(b) - Form of Distribution Agreement.
*4(a) - Restated Articles of Incorporation of FPL dated March
23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the
year ended December 31, 1993, File No. 1-3545).
*4(b) - Amendment to FPL's Restated Articles of Incorporation
dated March 23, 1992 (filed as Exhibit 3(i)b to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(c) - Amendment to FPL's Restated Articles of Incorporation
dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K
for the year ended December 31, 1993, File No. 1-3545).
*4(d) - Amendment to FPL's Restated Articles of Incorporation
dated March 12, 1993 (filed as Exhibit 3(i)d to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(e) - Amendment to FPL's Restated Articles of Incorporation
dated June 16, 1993 (filed as Exhibit 3(i)e to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(f) - Amendment to FPL's Restated Articles of Incorporation
dated August 31, 1993 (filed as Exhibit 3(i)f to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(g) - Amendment to FPL's Restated Articles of Incorporation
dated November 30, 1993 (filed as Exhibit 3(i)g to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(h) - Mortgage and Deed of Trust dated as of January 1, 1944,
and Ninety-sevenNinety-nine Supplements thereto, between FPL and
Bankers Trust Company, 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;2-
11491; Exhibit 4(b)-
1,-1, File No. 2-12900; Exhibit 4(b)-1,-
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;2-20501; Exhibit 4(b)-1, File No. 2-22104;2-
22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c),
File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677;
Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No.
2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c),
File No. 2-33038; Exhibit 2(c), File No. 2-37679;
Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No.
2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c),
File No. 2-46502; Exhibit 2(c), File No. 2-48679;
Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No.
2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c),
File No. 2-53272; Exhibit 2(c), File No. 2-54242;
Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d),
File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701;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 II-2
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;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; and1-
3545; Exhibit 4(a) to Form 10-Q for the quarter ended
II-2
March 31, 1996, File No. 1-3545; Exhibit 4 to Form 10-Q
for the quarter ended June 30, 1998, File No. 1-3545
and Exhibit 4 to Form 10-Q for the quarter ended March
31, 1999, File No. 1-3545).
4(i) - Form of Supplemental Indenture relating to NewFirst
Mortgage Bonds.
5(a) - Opinion of Steel Hector & Davis LLP, counsel to FPL.
5(b) - Opinion of Thelen Reid & Priest LLP, co-counsel to FPL.
*12 - Computation of Ratio of Earnings to Fixed Charges
(filed as Exhibit 12 to Form 10-K for the fiscal year
ended December 31, 1997,1998, File No. 1-3545 and as Exhibit
1212(b) to Form 10-Q for the quarter ended March 31,
1998,1999, File No. 1-3545).
23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Steel Hector & Davis LLP (contained in
opinion filed as Exhibit 5(a) hereto).
23(c) - Consent of Thelen Reid & Priest LLP (contained in
opinion filed as Exhibit 5(b) hereto).
24 - Power of Attorney (included on the signature page of
this registration statement).
25 - Statement on Form T-1 of Bankers Trust Company with
respect to the Mortgage.
----------------------------------------------
* 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;Act of 1933;
(ii) to reflect in the Prospectusprospectus 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 paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's Annual
Report pursuant to Section 13(a) or 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-3
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
registrant 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. In the event that a claim for
II-3
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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, and State of Florida, on the 18th28th of
May
1998.July, 1999.
FLORIDA POWER & LIGHT COMPANY
By /s/ Paul J. Evanson
--------------------------------------------------------------
Paul J. Evanson (President and
Director)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James L. Broadhead
----------------------
Principal Executive
James L. Broadhead Principal Executive
(Chairman of the Board Officer and Director (Chairman of the Board)July 28, 1999
and Chief Executive
Officer)
/s/ K. Michael Davis
---------------------------------------------
K. Michael Davis Principal Financial
(Vice President, and Accounting
Accounting, Officer July 28, 1999
Controller Officer and Chief
Accounting Officer)
/s/ Dennis P. Coyle
---------------------- Director July 28, 1999
Dennis P. Coyle
/s/ Lawrence J.
Kelleher
--------------------------------------------- Director July 28, 1999
Lawrence J. Kelleher
/s/ Armando J. Olivera
----------------------
Director July 28, 1999
Armando J. Olivera
/s/ Thomas F. Plunkett
May 18, 1998
----------------------- Directors---------------------- Director July 28, 1999
Thomas F. Plunkett
/s/ C.O. Woody
-----------------------
C.O. WoodyAntonio Rodriguez
----------------------
Director July 28, 1999
Antonio Rodriquez
/s/ Michael W. Yackira
------------------------
Michael W. YackiraRoger Young
---------------------- Director July 28, 1999
Roger Young
II-5
EXHIBIT INDEX
Exhibit Description
------- -----------
1(a) - Form of Underwriting Agreement.
1(b) - Form of Distribution Agreement.
*4(a) - Restated Articles of Incorporation of FPL dated March
23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the
year ended December 31, 1993, File No. 1-3545).
*4(b) - Amendment to FPL's Restated Articles of Incorporation
dated March 23, 1992 (filed as Exhibit 3(i)b to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(c) - Amendment to FPL's Restated Articles of Incorporation
dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K
for the year ended December 31, 1993, File No. 1-3545).
*4(d) - Amendment to FPL's Restated Articles of Incorporation
dated March 12, 1993 (filed as Exhibit 3(i)d to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(e) - Amendment to FPL's Restated Articles of Incorporation
dated June 16, 1993 (filed as Exhibit 3(i)e to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(f) - Amendment to FPL's Restated Articles of Incorporation
dated August 31, 1993 (filed as Exhibit 3(i)f to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(g) - Amendment to FPL's Restated Articles of Incorporation
dated November 30, 1993 (filed as Exhibit 3(i)g to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(h) - Mortgage and Deed of Trust dated as of January 1, 1944,
and Ninety-seven Supplements thereto, between FPL and
Bankers Trust Company, Trustee (filed as Exhibit B-3,
File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit
7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990;
Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No.
2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-
1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255;
Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File
No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit
4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-
20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c),
File No. 2-23142; Exhibit 2(c), File No. 2-24195;
Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File
No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit
2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038;
Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No.
2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c),
File No. 2-44234; Exhibit 2(c), File No. 2-46502;
Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No.
2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c),
File No. 2-52826; Exhibit 2(c), File No. 2-53272;
Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No.
2-56228; Exhibits 2(c) and 2(d), File No. 2-60413;
Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c),
File No. 2-66524; Exhibit 2(c), File No. 2-67239;
Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No.
2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b),
File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File
No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit
4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective
Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit
99(a) to Post-Effective Amendment No. 1 to Form S-3,
File No. 33-46076; Exhibit 4(b) to Form 10-K for the
year ended December 31, 1993, File No. 1-3545; Exhibit
4(i) to Form 10-Q for the quarter ended June 30, 1994,
File No. 1-3545; Exhibit 4(b) to Form 10-Q for the
quarter ended June 30, 1995, File No. 1-3545; and
Exhibit 4(a) to Form 10-Q for the quarter ended March
31, 1996, File No. 1-3545).
4(i) - Form of Supplemental Indenture relating to NewFirst
Mortgage Bonds.
5(a) - Opinion of Steel Hector & Davis LLP, counsel to
FPL.
5(b) - Opinion of Thelen Reid & Priest LLP, co-counsel to
FPL.
*12 - Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-3545 and as Exhibit 12 to
Form 10-Q for the quarter ended March 31, 1998, File No.
1-3545).
23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Steel Hector & Davis LLP (contained in
opinion filed as Exhibit 5(a) hereto).
23(c) - Consent of Thelen Reid & Priest LLP (contained in
opinion filed as Exhibit 5(b) hereto).
24 - Power of Attorney (included on the signature page
of this registration statement).
25 - Statement on Form T-1 of Bankers Trust Company
with respect to the Mortgage.
-----------------
* Incorporated herein by reference as indicated.