EXHIBIT 4(c)ii
FLORIDA POWER & LIGHT COMPANY
UNANIMOUS CONSENT OF THE FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
IN LIEU OF MEETING
WHEREAS, the officers of Florida Power & Light Company
(the "Company") have determined that it would be desirable and beneficial
for the Company to provide for the issuance, through the execution and
delivery of an indenture, of unsecured subordinated debt securities (the
"Debt Securities") which Debt Securities may be issued in one or more series,
from time to time, if market conditions warrant; and
WHEREAS, the officers of the Company have also determined that
it would be desirable and beneficial for the Company, if market conditions
warrant, to offer up to $125,000,000 in aggregate principal amount of an
initial series of Debt Securities, described as Quarterly Income Debt
Securities (Subordinated Deferrable Interest Debentures) (the "QUIDS"), to
holders of the Company's 5,000,000 shares of $2.00 No Par Preferred Stock,
Series A (Involuntary Liquidation Value $25 Per Share) (the "Preferred
Stock"), in exchange for such Preferred Stock (the "Exchange Offer"); and
WHEREAS, attached hereto are copies of the following documents:
(a) Proposed Indenture For Unsecured
Subordinated Debt Securities
from the Company to The Chase
Manhattan Bank (National Association)
as trustee, (the "Subordinated
Indenture Trustee") providing
for the issuance, from time to time,
of one or more series of Debt Securities
(the "Subordinated Indenture");
(b) Proposed officer's certificate (an
"Officer's Certificate") establishing
certain terms of the QUIDS;
(c) Proposed form of the QUIDS;
(d) Registration Statement on Form S-4,
including a preliminary prospectus (the
"Prospectus," and together with the
Form S-4, the "Registration Statement")
for registration of the QUIDS under
the Securities Act of 1933, as amended
(the "Securities Act");
(e) Proposed form of Registration Statement
on Form 8-A (the "Form 8-A") for registration
of the QUIDS under the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(f) Proposed form of Dealer Managers Agreement
by and among the Company, and Goldman,
Sachs & Co., Lehman Brothers and Smith
Barney Inc., as dealer managers (the
"Dealer Managers"), to be executed in
connection with the Exchange Offer;
(g) Proposed Exchange Agent Agreement between
the Company and The Chase Manhattan Bank
(National Association), as Exchange Agent;
(h) Proposed form of Letter of Transmittal to
the holders of the Preferred Stock, and
other Exchange Offer offering documentation;
(i) Proposed form Schedule 13E-4, Issuer Tender
Offer Statement ("Schedule 13E-4"); and
(j) Proposed form of Press Release relating to
the issuance of the QUIDS and the Exchange Offer.
NOW, THEREFORE, the undersigned constituting all
of the members of the Finance Committee of the Board of Directors of
the Company hereby consent to and adopt the following resolutions,
effective on and as of the date set forth below:
RATIFICATION
RESOLVED, that all actions heretofore
taken by the officers and directors of the
Company with respect to the proposed execution
and delivery of the Indenture, the proposed
issuance and exchange of the QUIDS, and the
Exchange Offer, including, but not limited
to (1) the filing of the Registration
Statement, including a power of attorney, with
the Securities and Exchange Commission
(the "SEC"), and (2) the preparation and filing
with the SEC of the Prospectus, be and hereby are,
in all respects approved, ratified and confirmed;
and further
INDENTURE
RESOLVED, that the Finance Committee of the
Board of Directors of the Company hereby approves
the execution and delivery of the Subordinated
Indenture, in substantially the form attached
hereto with such changes therein as the officers
executing the same shall approve, such approval
to be conclusively evidenced by their execution
thereof; and further
RESOLVED, that the Chairman of the Board,
the President, any Vice President, the Treasurer
or any Assistant Treasurer of the Company be, and
each hereby is, authorized, empowered and directed
to execute and deliver, on behalf of the Company,
the Subordinated Indenture, in substantially the
form attached hereto with such changes therein as
the officers executing the same shall approve,
such approval to be conclusively evidenced by their
execution thereof; and further
RESOLVED, that The Chase Manhattan Bank
(National Association) be and it hereby is,
appointed by the Company to act as Subordinated
Indenture Trustee in accordance with the terms and
provisions of the Subordinated Indenture; and further
AUTHORIZATION TO ISSUE QUIDS
RESOLVED, that:
(i) the securities of the first series
to be issued under the Subordinated Indenture to
the Subordinated Indenture Trustee shall have the
descriptive title "Quarterly Income Debt Securities
(Subordinated Deferrable Interest Debentures)" to
be designated as set forth in the Officer's
Certificate; all capitalized terms used in these
resolutions which are not defined herein but are
defined in the Subordinated Indenture shall have the
meanings set forth in the Subordinated Indenture;
(ii) the QUIDS shall be limited in
aggregate principal amount to $125,000,000 at
any time Outstanding;
(iii) the QUIDS shall mature and
the principal shall be due and payable together
with all accrued and unpaid interest thereon as set
forth in the Officer's Certificate;
(iv) the QUIDS shall bear interest from
the date of original issuance at the rate set
forth in the Officer's Certificate payable in equal
quarterly installments, in arrears, on March 31,
June 30, September 30 and December 31 of each year
(each, an "Interest Payment Date") commencing
December 31, 1995. The amount of interest payable
for any such period will be computed on the basis of
a 360-day year of twelve 30-day months and for any period
shorter than a full calendar month, on the basis of the
actual number of days elapsed in such period. Interest on
the QUIDS will accrue from, and including, the date of
original issuance to, and including, the first Interest
Payment Date, and thereafter will accrue, from, and
excluding, the last Interest Payment Date through
which interest has been paid. No interest will accrue
on the QUIDS with respect to the day on which the
QUIDS mature. In the event that any Interest Payment
Date is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or
other payment in respect of such delay), except that, if
such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force
and effect as if made on the Interest Payment Date;
(v) each installment of interest on a QUIDS
shall be payable to the Person in whose name such
QUIDS is registered at the close of business 15 calendar
days next preceding the corresponding Interest Payment Date
(the "Regular Record Date") for the QUIDS. Any installment
of interest on the QUIDS not punctually paid or duly
provided for shall forthwith cease to be payable to the
Holders of such QUIDS on such Regular Record Date, and may
be paid to the Persons in whose name the QUIDS are
registered at the close of business on a Special Record
Date to be fixed by the Subordinated Indenture
Trustee for the payment of such Defaulted Interest,
notice whereof shall be given to the Holders of the QUIDS
not less than 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange
on which the QUIDS may be listed, and upon such notice as
may be required by such exchange, all as more fully
provided in the Subordinated Indenture;
(vi) the principal and each installment of interest
on the QUIDS shall be payable at the office or agency of the
Company in The City of New York. The Subordinated Indenture
Trustee will initially be the Paying Agent and the
Registrar for the QUIDS;
(vii) the QUIDS will be redeemable on or
prior to February 28, 1997 at the option of the
Company, in whole or in part, upon not less than
30 nor more than 60 days' notice, at 108% of the
principal amount redeemed plus accrued and unpaid
interest, if any, to the Redemption Date; and
thereafter at 100% of the principal amount redeemed
plus accrued and unpaid interest, if any, to the
Redemption Date; provided, however, that none of the
QUIDS shall be redeemed prior to March 1, 1997, if
such redemption is for the purpose, or in anticipation,
of refunding such QUIDS through the use, directly or
indirectly, of funds borrowed by the Company at an
effective interest cost to the Company (calculated
in accordance with acceptable financial practice)
of less than 8.2102% per annum;
(viii) the QUIDS shall be issuable in
denominations of $25 and any integral multiple thereof;
(ix) so long as any QUIDS are Outstanding,
the failure of the Company to pay interest on any
QUIDS within 60 days after the same becomes due and
payable (whether or not payment is prohibited by the
provisions of Article Fifteen of the Subordinated
Indenture) shall constitute an Event of Default;
provided, however, that a valid extension of the
interest payment period by the Company as
contemplated in Section 312 of the Subordinated
Indenture and paragraph (x) of these Resolutions
shall not constitute a failure to pay interest for
this purpose;
(x) pursuant to Section 312 of the Subordinated
Indenture, the Company shall have the right, at
any time and from time to time during the term of
the QUIDS, so long as no Event of Default shall
have occurred and be continuing to extend the interest
payment period of such QUIDS to a period not
exceeding 20 consecutive quarterly interest payment
periods (the "Extended Interest Payment Period"),
on the last Business Day of which Extended Interest
Payment Period, the Company shall pay all interest then
accrued and unpaid (together with interest thereon at
the rate specified for the QUIDS to the extent permitted
by applicable law); provided, that, during such
Extended Interest Payment Period, the Company shall not
declare or pay any dividend on, or redeem, purchase,
acquire or make a distribution or liquidation payment
with respect to, any of its preferred stock (regardless
of par value), preference stock or common stock from
time to time outstanding, except that the Company may
make mandatory sinking fund payments with respect
to its 6.84% Preferred Stock, Series Q and 8.625%
Preferred Stock, Series R. Prior to the termination
of any such Extended Interest Payment Period, the
Company may further extend the interest payment period,
provided that such Extended Interest Payment Period,
together with all such previous and further extensions
thereof, may not exceed 20 consecutive quarterly
interest payment periods or extend beyond the Stated
Maturity of the QUIDS. Upon the termination of any
Extended Interest Payment Period and upon the payment
of all amounts then due, the Company may elect
another Extended Interest Payment Period. No interest
during an Extended Interest Payment Period, except at the
end thereof, shall be due and payable;
(xi) the Company shall give the Holders of
the QUIDS and the Subordinated Indenture Trustee
written notice of its election of such Extended
Interest Payment Period prior to the earlier of (i)
two Business Days prior to the Regular Record Date
for the next Interest Payment Date which would
occur but for such election or (ii) the date the
Company is required to give notice to the New York
Stock Exchange or other applicable self-regulatory
organization of the Regular Record Date or Interest
Payment Date. The quarter in which any notice is
given pursuant to this paragraph shall constitute
one of the 20 quarters which comprise the maximum
Extended Interest Payment Period;
(xii) the QUIDS shall have such other terms
and provisions as are provided in the form of QUIDS
attached hereto, and shall be issued in substantially
such form; and
(xiii) clause (b) of the first paragraph
of Section 1502 of the Subordinated Indenture
shall read as follows with respect to the QUIDS:
"(b) subject to the provisions of Section
1503, that (i) a default shall have occurred
with respect to the payment of principal of
or interest on or other monetary amounts due and
payable on any Senior Indebtedness, or (ii)
there shall have occurred a default (other than a
default in the payment of principal or interest or
other monetary amounts due and payable) in respect
of any Senior Indebtedness, as defined therein or
in the instrument under which the same is outstanding,
permitting the holder or holders thereof to
accelerate the maturity thereof (with notice or
lapse of time, or both), such default shall have
continued beyond the period of grace, if any, in
respect thereof, and either 90 days shall not have
elapsed after the expiration of such grace period or
the maturity of such Senior Indebtedness shall have
been accelerated because of such default and such
acceleration shall not have been rescinded or
annulled, and in the cases of subclauses (i) and
(ii) of this clause (b), such default shall not
have been cured or waived or shall not have ceased to
exist, or"; and further
RESOLVED, that each of Michael W. Yackira,
Senior Vice President, Finance and Chief Financial
Officer of the Company, and Dilek L. Samil,
Treasurer and Assistant Secretary of the Company,
is hereby authorized, empowered and directed (i) to
approve and accept the final financial and any other
additional terms and conditions of the issuance of
the QUIDS, including, but not limited to, the interest
rate or rates payable, or the method for determining
the same, on the QUIDS, the date or dates of maturity
of the QUIDS, and the redemption prices and terms and
conditions, if any, of the QUIDS, and (ii) on behalf
of the Company, to execute and deliver an Officer's
Certificate to the Subordinated Indenture Trustee
containing such final financial and any such
additional terms and conditions, or modifying the
terms set forth in these resolutions, of the QUIDS,
in substantially the form attached hereto with such
changes therein as the officer executing the same
shall approve, such approval to be conclusively
evidenced by their execution thereof; and further
RESOLVED, that the form of Form 8-A
attached hereto is hereby approved, and that
the Chairman of the Board, the President, any
Vice President, the Treasurer, or any Assistant
Treasurer, of the Company be, and each hereby is,
authorized and directed to execute and file with
the SEC, in the name and on behalf of the Company,
the Form 8-A for registration of the QUIDS under
the Exchange Act, in substantially the form attached
hereto, with such changes therein as the officer
executing such document may approve, such approval
to be conclusively evidenced by their execution
thereof; and further
RESOLVED, that in accordance with the
provisions of the Subordinated Indenture, the
form of QUIDS be, and the same hereby is,
established and approved in the form attached
hereto; and further
RESOLVED, that the Chairman of the Board,
the President, any Vice President, the Treasurer
or any Assistant Treasurer of the Company are
authorized and empowered, in the name and on
behalf of the Company, to execute QUIDS, with
the Company's corporate seal affixed or
imprinted thereon, and attested by one of such
officers or by the Secretary or an Assistant
Secretary of the Company, substantially in the
form hereto attached with such changes therein
as the officer executing the same shall approve,
his or her execution thereof to be conclusive
evidence of such approval; and further
RESOLVED, that the officer of the Company
who shall execute on behalf of the Company the
QUIDS is hereby authorized and empowered to
execute said QUIDS by facsimile signature; that
the officer who shall attest the corporate seal
of the Company affixed or imprinted on the QUIDS
is hereby authorized to attest such seal by facsimile
signature; and that such facsimile signature of any
such officer appearing on the QUIDS is hereby
approved and adopted as the signature of such officer,
and that such seal of the Company affixed or
imprinted on the QUIDS is hereby approved and adopted
as the seal of the Company; and further
RESOLVED, that if any officer of the
Company who signs, or whose facsimile signature
appears upon, any of the QUIDS, ceases to be an
officer authorized to execute QUIDS prior to the
authentication and delivery of such QUIDS, the
QUIDS so signed or bearing such facsimile
signature shall nevertheless be valid and
bind the Company; and further
RESOLVED, that upon the execution on behalf
of the Company of the QUIDS, the proper officers
of the Company are hereby authorized and empowered
to deliver such QUIDS to the Subordinated Indenture
Trustee for authentication; and that upon such
delivery to it, the Subordinated Indenture Trustee
is hereby requested to authenticate such QUIDS and
deliver them as directed by the Company Order executed
by the Chairman of the Board, the President, any Vice
President, the Treasurer or any Assistant Treasurer
of the Company.
AUTHORIZATION TO CONDUCT EXCHANGE OFFER
RESOLVED, that the exchange of any and all
of the shares of Preferred Stock for QUIDS pursuant
to the terms of the Exchange Offer, as set forth in
the Prospectus and the Letter of Transmittal be, and
the same hereby is, authorized and approved; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer, or any
Assistant Treasurer of the Company be, and each hereby
is, authorized, empowered and directed to execute and
deliver, on behalf of the Company, to holders of the
Preferred Stock, the Letter of Transmittal and other
Exchange Offer offering documentation in
substantially the form attached hereto with such
changes therein as the officer executing such document
may approve, such approval to be conclusively evidenced
by their execution thereof; and further
RESOLVED, that the Company enter into a Dealer
Managers Agreement with the Dealer Managers, pursuant
to which each agrees to perform those services customarily
performed by dealer managers in connection with offers
similar to the Exchange Offer; and further
RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer, or any
Assistant Treasurer of the Company be, and each hereby
is, authorized to execute and deliver, in the name and
on behalf of the Company, the Dealer Managers Agreement,
in substantially the form attached hereto, with such
changes therein as the officer executing the same may
approve, such approval to be conclusively evidenced by
their execution thereof; and further
RESOLVED, that The Chase Manhattan Bank (National
Association) (the "Exchange Agent") be and it hereby is,
appointed to act as the Exchange Agent in connection with
the Exchange Offer, and that the Chairman of the Board,
the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company be, and each hereby is,
authorized, empowered and directed to execute and deliver,
on behalf of the Company, the Exchange Agent Agreement, in
substantially the form attached hereto with such changes
therein as the officers executing the same shall approve,
such approval to be conclusively evidenced by their execution
thereof; and further
RESOLVED, that Georgeson & Company Inc. (the
"Information Agent") be and it hereby is, appointed to
act as the Information Agent on behalf of the Company in
connection with the Exchange Offer; and further
RESOLVED, that each of Michael W. Yackira,
Senior Vice President, Finance and Chief Financial
Officer of the Company, and Dilek L. Samil, Treasurer
and Assistant Secretary of the Company, is hereby authorized
and directed to approve and accept the final financial and
other terms and conditions of the Exchange Offer, including,
but not limited to, the exchange ratio of QUIDS for Preferred
Stock, the compensation to be paid by the Company to the
Dealer Managers and to any soliciting brokers or dealers, in
connection with the Exchange Offer; and further
RESOLVED, that the form of Schedule 13E-4
attached hereto is hereby approved, and that the
Chairman of the Board, the President, any Vice
President, the Treasurer, or any Assistant
Treasurer of the Company be, and each hereby is,
authorized to execute and file with the SEC, in
the name and on behalf of the Company, the Schedule
13E-4, in substantially the form attached hereto,
with such changes therein as the officer executing
the same may approve, such approval to be conclusively
evidenced by such execution thereof; and further
RESOLVED, that upon consummation of the Exchange
Offer, all shares of Preferred Stock accepted by the
Company for exchange therein shall be canceled and
retired; and further
NYSE LISTING APPLICATION
RESOLVED, that the officers of the Company be,
and they hereby are, authorized and empowered to
prepare, execute and file one or more Listing
Applications with the New York Stock Exchange, Inc.
for the listing of the QUIDS, and to enter into such
further agreements with the New York Stock Exchange,
Inc. in connection with said Listing Application or
Listing Applications as the officers taking such action
may deem necessary or desirable; and further
RESOLVED, that Dennis P. Coyle, General Counsel
and Secretary of the Company, Robert J. Reger, Jr. of
Reid & Priest LLP, and Jeffrey I. Mullens, P.A. of
Steel Hector & Davis, counsel for the Company, and
each of them is authorized to appear before the New
York Stock Exchange, Inc., or any department, division,
or committee thereof, in connection with any application
made by the Company for the listing of the QUIDS; and
further
BLUE SKY
RESOLVED, that the proper officers of the
Company are hereby authorized and empowered in the
name and on behalf of the Company, to take any and
all action which they may deem necessary or
desirable in order to effect the registration or
qualification (or exemption therefrom) of part or
all of the QUIDS for issue, offer, sale or trading
under the Blue Sky or securities laws of any of the
jurisdictions of the United States of America and in
connection therewith to execute, acknowledge,
verify, deliver, file or cause to be published any
applications, reports, consents to service of process,
appointments of attorneys to receive service of process
and other papers and instruments which may be required
under such laws, and to take any and all further
action which they may deem necessary or desirable in
order to maintain any such registration, qualification
or exemption for as long as they deem necessary or as
required by law; and further
RESOLVED, that the officers of the Company be,
and each hereby is, authorized and empowered in the
name and on behalf of the Company to execute and file
the irrevocable written consents on the part of the
Company to be used in such states and other jurisdictions
of the United States of America wherein such consents to
service or process may be requisite under the securities
laws thereof in connection with said registration or
qualification of the QUIDS, or in connection with said
registration of the Company, and to appoint the appropriate
state official agent of the Company for the purpose of
receiving and accepting process; and further
OTHER
RESOLVED, that each officer and/or director of
the Corporation who may be required to execute, on
behalf of the Company, the Registration Statement and any
amendment or amendments thereto, including pre-effective and
post-effective amendments, is hereby authorized to execute a
power of attorney appointing Dennis P. Coyle, General Counsel
and Secretary of the Company, Robert J. Reger, Jr. of Reid &
Priest LLP, and Jeffrey I. Mullens, P.A. of Steel Hector & Davis,
and each of them severally, his true and lawful attorneys or
attorney with power to act with or without the others and
with full power of substitution and resubstitution, for him or
in his name, place and stead, in his capacity as an officer
and/or director of the Company, to sign any such Registration
Statement and any amendment or amendments, thereto, including
pre-effective and post-effective amendments, and all instruments
necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, with full power
and authority to each of said attorneys to do and perform in the
name and on behalf of each of such officers and/or directors,
every act whatsoever necessary or desirable to be done as fully
and to all intents and purposes as any such person might
or could do in person; and further
RESOLVED, that Dennis P. Coyle, General Counsel
and Secretary of the Company, Robert J. Reger, Jr. of
Reid & Priest LLP, and Jeffrey I. Mullens, P.A. of
Steel Hector & Davis be, and each of them hereby is,
appointed as agent for service of process on the Company
under the Securities Act of 1933, as amended, in connection
with the Registration Statement and any and all amendments,
including pre-effective and post-effective amendments, thereto,
relating to the QUIDS, and are authorized to receive notices
and communications from the Securities and Exchange Commission
in connection with the Registration Statement and the filing
thereof with the Securities and Exchange Commission; and further
RESOLVED, that the appropriate officers of the Company
hereby are authorized and empowered to take all such steps
and to do all such acts and things as any one or more of them
may deem necessary or desirable to provide for the lawful
issuance and sale of the QUIDS and for the consummation of
the Exchange Offer including, without limiting the
generality of the foregoing, the making and execution of any
necessary or desirable instruments; the making and
execution of certificates, affidavits and other documents in
connection therewith; the opening of any bank accounts; the
signing of any checks or endorsements; the payment of any fees
or taxes; and the filing of any documents with any regulatory
agency; and that such officers hereby are authorized and
empowered, from time to time, to take any and all other action
to make, execute, verify and file all applications,
certificates, documents and other instruments, and to
consummate the sale of the QUIDS and to consummate the
Exchange Offer, and to do any and all other acts and things
which they, or any of them, shall deem necessary or desirable
to carry out the intent and purposes of the foregoing
resolutions.
This document may be executed in one or more
counterparts, a complete set of which shall constitute one original.
Dated: July 10, 1995
James L. Broadhead
Paul J. Evanson
Michael W. Yackira