AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2001
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Florida 59-0247775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
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Dennis P. Coyle Jeffrey I. Mullens, P.A.
General Counsel and Secretary Steel Hector & Davis LLP
Florida Power & Light Company 1900 Phillips Point West
700 Universe Boulevard 777 South Flagler Drive
Juno Beach, Florida 33408 West Palm Beach, Florida 33401
(561) 694-4000 (561) 650-7257
Robert J. Reger, Jr., Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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It is respectfully requested that the Commission also send copies
of all notices, orders and communications to:
Richard L. Harden, Esq.
Pillsbury Winthrop LLP
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as determined by
market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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
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Proposed
Maximum Amount of
Title of Each Class of Aggregate Registration
Securities to be Registered Offering Price(*) Fee
- --------------------------- -------------- -------------
First Mortgage Bonds $500,000,000 $125,000
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* Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the
"Securities Act").
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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SUBJECT TO COMPLETION, DATED APRIL 10, 2001
PROSPECTUS
$500,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
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Florida Power & Light Company may offer from time to time up to
$500,000,000 of its first mortgage bonds.
Florida Power & Light Company will provide specific terms of these
securities, including their offering prices, in supplements to this prospectus.
The supplements may also add, update or change information contained in this
prospectus. You should read this prospectus and any supplements carefully before
you invest.
Florida Power & Light Company may offer these securities directly or
through underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section 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.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
__________, 2001
The information in this prospectus is not complete and may be changed. Florida
Power & Light Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
WHERE YOU CAN FIND MORE INFORMATION
Florida Power & Light Company ("FPL") files annual, quarterly and other
reports and other information with the SEC. You can read and copy any
information filed by FPL with the Securities and Exchange Commission ("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 "incorporate by reference" the information that FPL
files with the SEC, which means that FPL may, in this prospectus, disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
Information that FPL files in the future with the SEC will automatically update
and supersede this information. FPL is incorporating by reference the documents
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, until FPL sells all
of these securities:
(1) FPL's Annual Report on Form 10-K for the year ended December 31, 2000,
as amended by Form 10-K/A filed with the SEC on April 9, 2001; and
(2) FPL's Current Reports on Form 8-K filed with the SEC on March 19,
2001, April 2, 2001 and April 10, 2001.
You may request a copy of these documents, at no cost to you, by writing or
calling Robert J. Reger, Jr., Esq., Thelen Reid & Priest LLP, 40 West 57th
Street, New York, New York, 10019, (212) 603-2000.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, FPL 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.
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.
Some important factors that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking statements include
changes in laws or regulations, changing governmental policies and regulatory
actions, including those of the Federal Energy Regulatory Commission, the
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Florida Public Service Commission, the Public Utility Regulatory Policies Act of
1978, the Public Utility Holding Company Act of 1935, and the Nuclear Regulatory
Commission, with respect to:
(1) allowed rates of return, including but not limited to return on common
equity and equity ratio limits,
(2) industry and rate structure,
(3) operation of nuclear power facilities,
(4) acquisition, disposal, depreciation and amortization of assets and
facilities,
(5) operation and construction of plant facilities,
(6) recovery of fuel and purchased power costs,
(7) decommissioning costs, and
(8) present or prospective wholesale and retail competition, including but
not limited to 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) availability, pricing and transportation of fuel and other energy
commodities,
(7) market demand for energy from plants or facilities,
(8) changes in tax rates or policies or in rates of inflation or in
accounting standards,
(9) unanticipated delays or changes in costs for capital projects,
(10) unanticipated changes in operating expenses and capital expenditures,
(11) capital market conditions,
(12) competition for new energy development opportunities, and
(13) legal and administrative proceedings, whether civil, such as
environmental, or criminal, and settlements.
All of these factors are difficult to predict, contain uncertainties that
may materially affect actual results, and are beyond the control of FPL.
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FPL
FPL was incorporated under the laws of Florida in 1925 and is engaged in
the generation, transmission, distribution and sale of electric energy. FPL
supplies electric service throughout most of the east and lower west coasts of
the State of Florida, serving a population of approximately 7 million. During
2000, FPL served approximately 3.8 million customer accounts. FPL Group, Inc.
owns all of FPL's common stock.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, FPL will add the net
proceeds from the sale of these securities to its general funds. FPL uses its
general funds for corporate purposes, including to repay, redeem or purchase
outstanding debt and preferred stock, to repay short-term borrowings and to
finance the acquisition or construction of additional electric facilities. FPL
will temporarily invest any proceeds that it does not need to use immediately
in short-term instruments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows FPL's ratio of earnings to fixed charges for each
of its last five fiscal years:
Years Ended December 31,
------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
6.02 6.26 5.69 4.95 4.58
DESCRIPTION OF THE BONDS
GENERAL. FPL will issue these securities, in one or more series, under its
Mortgage and Deed of Trust dated as of January 1, 1944, with Bankers Trust
Company, as Trustee, which has been amended and supplemented in the past and
which will be supplemented again by one or more supplemental indentures relating
to these securities. This Mortgage and Deed of Trust, as amended and
supplemented, is referred to in this prospectus as the "Mortgage." These
securities are referred to in this prospectus as the "Bonds." All first mortgage
bonds issued or to be issued under the Mortgage, including the Bonds, are
referred to herein as "First Mortgage Bonds."
This section briefly summarizes some of the provisions of the Mortgage and
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 in this prospectus. You should read the
Mortgage for a complete understanding of the provisions that may be important to
you and for the definitions of some terms used in this summary.
Each series of Bonds may have different terms. FPL will include all of the
following information about a specific series of Bonds in the prospectus
supplement relating to those Bonds:
(1) the designation and series of those Bonds,
(2) the aggregate principal amount of those Bonds,
(3) the offering price of those Bonds,
(4) the date(s) on which those Bonds will mature,
(5) the interest rate(s) for those Bonds, or how the interest rate(s) will
be determined,
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(6) the dates on which FPL will pay the interest on those Bonds,
(7) the denominations in which FPL may issue those Bonds, if other than
denominations of $1,000 or multiples of $1,000,
(8) the place where the principal of and interest on those Bonds will be
payable, if other than at Bankers Trust Company in New York City,
(9) the currency or currencies in which payment of the principal of and
interest on those Bonds may be made, if other than United States
dollars,
(10) the terms pursuant to which FPL may redeem any of those Bonds,
(11) whether all or a portion of those Bonds will be in global form, and
(12) any other terms or provisions relating to those Bonds that are not
inconsistent with the provisions of the Mortgage.
FPL will issue the Bonds in fully registered form without coupons, unless
otherwise stated in a prospectus supplement. A holder of Bonds may exchange
those Bonds, without charge, for an equal aggregate principal amount of Bonds of
the same series, having the same issue date and with identical terms and
provisions, unless otherwise stated in a prospectus supplement. A holder of
Bonds may transfer those Bonds without cost to the holder, other than for
applicable stamp taxes or other governmental charges, unless otherwise stated in
a prospectus supplement. FPL may issue all or some of the Bonds 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 beneficial interests in
those global notes and record any transfers of those beneficial interests and
the depository, or its custodian, will hold those global notes. Any additional
requirements as to the form and method of exchange of Bonds will be described in
a prospectus supplement.
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12 month period,
any governmental body orders FPL to dispose of mortgaged property, or buys
mortgaged property from FPL, and FPL receives $10 million or more from the sale
or disposition, then, in most cases, FPL must use that money to redeem First
Mortgage Bonds. If this occurs, FPL may redeem First Mortgage Bonds of any
series that are redeemable at the redemption prices applicable to those First
Mortgage Bonds. If any Bonds are redeemable, the redemption prices applicable to
those Bonds will be set forth in a prospectus supplement.
SECURITY. The Mortgage secures the Bonds as well as all other First
Mortgage Bonds already 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 constitutes a first mortgage
lien on all of the properties and franchises that FPL owns, except as discussed
below.
The lien of the Mortgage is or may be subject to the following:
(1) leases of minor portions of FPL's property to others for uses that do
not interfere with FPL's business,
(2) leases of certain property that is not used in FPL's electric
business,
(3) Excepted Encumbrances, which include certain tax and real estate
liens, and specified rights, easements, restrictions and other
obligations, and
(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 on the following "excepted property":
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(1) cash and securities,
(2) certain equipment, materials or supplies and fuel (including nuclear
fuel unless it is expressly subjected to the lien of the Mortgage),
(3) automobiles and other vehicles,
(4) receivables, contracts, leases and operating 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 will generally also create a lien on property that FPL
acquires after the date of this prospectus, other than "excepted property".
However, if FPL consolidates or merges with, or sells substantially all of its
assets to, another corporation, the lien created by the Mortgage will generally
not cover the property of the successor company, other than the property that it
acquires from FPL and improvements, replacements and additions to that property.
The Mortgage provides that the Trustee has a lien on the mortgaged property
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. FPL may issue an unlimited amount of First
Mortgage Bonds under the Mortgage so long as it meets the issuance tests set
forth in the Mortgage, which are generally described below. FPL may issue Bonds
from time to time in 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.
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,
(2) nuclear fuel that has been expressly subjected to the lien 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.
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 and prior to
obtaining permits or licenses relating to that property. Securities, fuel
(including nuclear fuel unless expressly subjected to the lien of the Mortgage),
automobiles or other vehicles, or property used principally for the production
or gathering of natural gas will not qualify as Property Additions. The Mortgage
contains restrictions on the issuance of First Mortgage Bonds based on Property
Additions that are subject to other liens and upon the increase of the amount of
those liens.
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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. With certain exceptions, 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, 2000, FPL could issue under the Mortgage approximately
$4.3 billion of additional First Mortgage Bonds based on unfunded Property
Additions and $5.0 billion of additional First Mortgage Bonds based on retired
First Mortgage Bonds.
RELEASE AND SUBSTITUTION OF PROPERTY. FPL 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:
(1) deposits 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
in each case 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
(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 those First Mortgage
Bonds.
The Mortgage contains provisions relating to cash proceeds of property that
is not Funded Property that are similar to the provisions relating to release of
that property. The Mortgage contains special provisions relating to pledged
Qualified Lien Bonds and the disposition of money received on those Qualified
Lien Bonds.
FPL does not need a release from the Mortgage in order to use its nuclear
fuel even if that nuclear fuel has been expressly subjected to the lien and
operation of the Mortgage.
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DIVIDEND RESTRICTIONS. In some cases, the Mortgage restricts the amount of
retained earnings that FPL can use to pay cash dividends on its common stock.
The restricted amount may change depending on factors set out in the Mortgage.
Other than this restriction on the payment of common stock dividends, the
Mortgage does not restrict FPL's use of retained earnings. As of December 31,
2000, no retained earnings were restricted by these provisions of the Mortgage.
MODIFICATION OF THE MORTGAGE. Generally the rights of all of the holders of
First Mortgage Bonds may be modified with the consent of the holders of 66-2/3%
of the 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 of 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 to amend the Mortgage without the consent of
the holders of any series of First Mortgage Bonds created after April 30, 1992
(including the Bonds) to permit modification of the Mortgage generally with the
consent of the holders of only a majority of the First Mortgage Bonds affected
by the modification.
In most cases, the following modifications will not be effective against
any holder of First Mortgage Bonds affected by the modification unless that
holder consents:
(1) modification of the terms of payment of principal and interest payable
to that holder,
(2) modification creating an equal or prior lien on the mortgaged property
or depriving that holder of the benefit of the lien of the Mortgage,
and
(3) modification reducing the percentage vote required for modification
(except as described above).
DEFAULT AND NOTICE THEREOF. The following are defaults under the Mortgage:
(1) failure to pay the principal of any First Mortgage Bond,
(2) failure to pay interest on any First Mortgage Bond for 60 days after
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,
(4) failure to pay any installments of funds for retirement of First
Mortgage Bonds for 60 days after that installment is due,
(5) certain events in bankruptcy, insolvency or reorganization, and
(6) the expiration of 90 days following notice by the Trustee or the
holders of 15% of the First Mortgage Bonds relating to other covenants
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 if it believes that withholding the notice is in the interests of the
holders of First Mortgage Bonds.
Holders of 25% of the First Mortgage Bonds may declare the principal and
the interest due on default. A majority of the holders of First Mortgage Bonds
may annul that declaration if the default has been cured. No holder of First
Mortgage Bonds may enforce the lien of the Mortgage unless the following things
have occurred:
(1) the holder has given the Trustee written notice of a default,
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(2) the holders of 25% of the First Mortgage Bonds have requested the
Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to the Trustee for the costs, expenses and
liabilities that the Trustee may incur by acting, and
(3) the 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 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. The 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 Trustee, or exercising any of the Trustee's powers.
SATISFACTION AND DISCHARGE OF MORTGAGE. The Mortgage may be satisfied and
discharged if and when FPL provides for the payment of all of the First Mortgage
Bonds and all other sums due under the Mortgage.
EVIDENCE TO BE FURNISHED TO THE TRUSTEE. FPL furnishes written statements
of FPL's officers, or persons selected or paid by 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 some
cases, these written statements must be provided by an independent accountant,
appraiser, engineer or counsel.
CONCERNING THE 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 Bonds:
(1) through underwriters or dealers,
(2) through agents, or
(3) directly to one or more purchasers.
THROUGH UNDERWRITERS OR DEALERS. If FPL uses underwriters in the sale of
the Bonds, the underwriters will acquire the Bonds for their own account. The
underwriters may resell 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 underwriters may sell the Bonds directly
or through underwriting syndicates represented by managing underwriters. Unless
otherwise set forth in the prospectus supplement relating to Bonds, the
obligations of the underwriters to purchase those Bonds will be subject to
certain conditions, and the underwriters will be obligated to purchase all of
those Bonds if they purchase any of them. If 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 changed from time to time.
THROUGH AGENTS. FPL may designate one or more agents to sell Bonds. Unless
otherwise stated in a prospectus supplement, the agents will agree to use their
best efforts to solicit purchases for the period of their appointment.
DIRECTLY. FPL may sell Bonds directly to one or more purchasers. In this
case, no underwriters, dealers or agents would be involved.
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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 from 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 institutions to purchase Bonds from FPL at the public offering price and
on the terms described in the related prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future.
FPL may have agreements to indemnify agents, underwriters and dealers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from FPL's Annual Report on Form 10-K, as amended, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
Legal conclusions and opinions specifically attributed to counsel in the
documents incorporated by reference in this prospectus have been reviewed by
Steel Hector & Davis LLP, West Palm Beach, Florida, counsel to FPL, and are set
forth on the authority of that firm as experts.
LEGAL OPINIONS
Steel Hector & Davis LLP, West Palm Beach, Florida, and Thelen Reid &
Priest LLP, New York, New York, co-counsel to FPL, will pass upon the legality
of the Bonds for FPL. Pillsbury Winthrop LLP, New York, New York, will pass upon
the legality of the Bonds for any underwriter, dealer or agent. Thelen Reid &
Priest LLP and Pillsbury Winthrop LLP 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.
--------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. FPL HAS NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. FPL IS NOT
MAKING AN OFFER OF THESE BONDS IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS.
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..................................$125,000
Legal and Accounting Fees..............................................$150,000*
Printing (S-3, prospectus, prospectus supplement, etc.).................$15,000*
Fee of Trustee..........................................................$10,000*
Florida Taxes........................................................$1,893,545
Rating Agencies' Fees...................................................$75,000*
Miscellaneous...........................................................$15,000*
-----------
Total ............................................................$2,283,545*
===========
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Statutes generally permits FPL to indemnify
its directors, officers, employees or other agents who are subject to any
third-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 such person 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 FPL to
further indemnify such persons by other means unless a judgment or other final
adjudication establishes that such person's actions or omissions which were
material to the cause of action constitute (1) a crime (unless such person had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe it unlawful), (2) a transaction from which he derived an improper
personal benefit, (3) an action in violation of Florida Statutes Section
607.0834 (unlawful distributions to shareholders), or (4) willful misconduct or
a conscious disregard for the best interests of the 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 constitutes (i) a violation of criminal law, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (ii) a transaction from which the
director derived an improper personal benefit, either directly or indirectly,
(iii) a circumstance under which the liability provisions of Florida Statutes
Section 607.0834 are applicable, (iv) in a proceeding by or in the right of 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 a proceeding by or in the right of someone other than FPL or a
shareholder, recklessness or an act or omission which was committed in bad faith
or with malicious purpose or in a manner exhibiting wanton and willful disregard
of human rights, safety, or property. The term "recklessness," as used above,
means the action, or omission to act, in conscious disregard of a risk:
(a) known, or so obvious that it should have been known, to the director; and
(b) known to the director, or so obvious that it should have been known, to be
so great as to make it highly probable that harm would follow from such action
or omission.
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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.
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) - Bylaws of FPL dated May 11, 1992 (filed as Exhibit 3 to Form 8-K dated
May 1, 1992 (File No. 1-3545).
*4(i) - Mortgage and Deed of Trust dated as of January 1, 1944, and One
hundred-one 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;
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;
II-2
Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242;
Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d),
File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701;
Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239;
Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767;
Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799;
Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c),
File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to
Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669;
Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3,
File No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended
December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the
quarter ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q
for the quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a) to
Form 10-Q for the quarter ended March 31, 1996, File No. 1-3545;
Exhibit 4 to Form 10-Q for the quarter ended June 30, 1998, File
No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended March 31, 1999,
File No. 1-3545; Exhibit 4(f) to Form 10-K for the year ended
December 31, 2000, File No. 1-3545; and Exhibit 4(g) to Form 10-K for
the year ended December 31, 2000, File No. 1-3545).
4(j) - Form of Supplemental Indenture relating to First Mortgage Bonds.
5(a) - Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL.
5(b) - Opinion and Consent of Thelen Reid & Priest LLP, co-counsel to FPL.
*12 - Computation of Ratio of Earnings to Fixed Charges (filed as
Exhibit 12(b) to Form 10-K for the fiscal year ended December 31, 2000,
File No. 1-3545).
23(a) - Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) - Consent of Steel Hector & Davis LLP (included in opinion, attached
hereto as Exhibit 5(a)).
23(c) - Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the registrant need not file a post-effective amendment
- -------- -------
to include the information required to be included by subsection (i) or (ii) if
such information is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
which are incorporated by reference in the registration statement.
II-3
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's Annual Report pursuant to Section 13(a) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
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 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.
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POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the agents for service named in this registration
statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such agent for service as its attorney-in-fact with
like authority to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Juno Beach, State of Florida, on the 9th day of
April, 2001.
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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ James L. Broadhead Chairman of the Board, April 9, 2001
- ------------------------------------ Chief Executive Officer
James L. Broadhead and Director
(Principal Executive
Officer)
/s/ K. Michael Davis Vice President, April 9, 2001
- ------------------------------------ Accounting, Controller
K. Michael Davis and Chief Accounting
Officer
(Principal Financial and
Accounting Officer)
/s/ Dennis P. Coyle Director April 9, 2001
- ------------------------------------
Dennis P. Coyle
/s/ Lawrence J. Kelleher Director April 9, 2001
- ------------------------------------
Lawrence J. Kelleher
/s/ Armando J. Olivera Director April 9, 2001
- ------------------------------------
Armando J. Olivera
/s/ Thomas F. Plunkett Director April 9, 2001
- ------------------------------------
Thomas F. Plunkett
/s/ Antonio Rodriguez Director April 9, 2001
- ------------------------------------
Antonio Rodriguez
II-5
EXHIBIT INDEX
1(a) Form of Underwriting Agreement
1(b) Form of Distribution Agreement
4(j) Form of Supplemental Indenture relating to First Mortgage Bonds.
5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to FPL.
5(b) Opinion and Consent of Thelen Reid & Priest LLP, co-counsel to FPL.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Steel Hector & Davis LLP (included in opinion, attached
hereto as Exhibit 5(a)).
23(c) Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
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.