AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2002
REGISTRATION STATEMENT NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
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.)
----------------
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
----------------
Dennis P. Coyle, Esq. Thomas R. McGuigan, P.A. Robert J. Reger, Jr., Esq.
General Counsel and Secretary Steel Hector & Davis LLP Thelen Reid & Priest LLP
Florida Power & Light Company 200 South Biscayne Boulevard 875 Third Avenue
700 Universe Boulevard Suite 4000 New York, New York 10022
Juno Beach, Florida 33408 Miami, Florida 33131 (212) 603-2000
(561) 694-4000 (305) 577-7000
(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
----------------
It is respectfully requested that the Commission also send copies of all
notices, orders and communications to:
Richard L. Harden, Esq.
Hunton & Williams
200 Park Avenue
New York, New York 10166
(212) 309-1000
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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
====================================================================================================================================
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (*) AMOUNT OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
First Mortgage Bonds $1,000,000,000 $92,000
====================================================================================================================================
<FN>
* 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").
</FN>
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.
================================================================================
SUBJECT TO COMPLETION, DATED DECEMBER 23, 2002
PROSPECTUS
$1,000,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
-------------------------------------
Florida Power & Light Company may offer from time to time up to
$1,000,000,000 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
10 of this prospectus also provides more information on this topic.
SEE "CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE
RESULTS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS TO READ ABOUT CERTAIN FACTORS
YOU SHOULD CONSIDER BEFORE MAKING AN INVESTMENT IN THESE SECURITIES.
Florida Power & Light Company's principal executive offices are
located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number
(561) 694-4000, and its mailing address is P.O. Box 14000, Juno Beach, Florida
33408-0420.
-------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------, -----
- --------------------------------------------------------------------------------
The 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.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Florida Power
& Light Company ("FPL") has filed with the Securities and Exchange Commission
("SEC") using a "shelf" registration process. Under this shelf registration
process, FPL may sell the securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,000,000,000. This prospectus
provides you with a general description of the securities that FPL may offer.
Each time FPL sells securities, FPL will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the headings
"Where You Can Find More Information" and "Incorporation by Reference."
For more detailed information about the securities, you can read the
exhibits to the registration statement. Those exhibits have been either filed
with the registration statement or incorporated by reference to earlier SEC
filings listed in the registration statement.
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 with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can obtain additional information about the Public Reference Room by
calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including FPL. 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 Sections 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, 2001;
(2) FPL's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2002, June 30, 2002 and September 30, 2002; and
(3) FPL's Current Reports on Form 8-K, filed with the SEC on April 5, 2002
(excluding that portion furnished under Item 9), September 27, 2002
and September 30, 2002.
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, 875
Third Avenue, New York, New York, 10022, (212) 603-2000.
CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, FPL 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 such
term is defined in the Private Securities Litigation Reform Act of 1995) made by
or on behalf of FPL 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
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use of words or phrases such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "projection," "target," "outlook") are
not statements of historical facts and may be forward-looking. Forward-looking
statements involve estimates, assumptions and uncertainties. Accordingly, any
such statements are qualified in their entirety by reference to, and are
accompanied by, the following important factors (in addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements) that could cause FPL'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 undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.
The following are some important factors that could have a significant
impact on FPL's operations and financial results, and could cause FPL's actual
results or outcomes to differ materially from those discussed in the
forward-looking statements:
o FPL is subject to changes in laws or regulations, including the Public
Utility Regulatory Policies Act of 1978 and the Public Utility Holding
Company Act of 1935, changing governmental policies and regulatory actions,
including those of the Federal Energy Regulatory Commission, the Florida
Public Service Commission, and the U.S. Nuclear Regulatory Commission, with
respect to, among other things, allowed rates of return, industry and rate
structure, operation of nuclear power facilities, operation and
construction of plant facilities, operation and construction of
transmission facilities, acquisition, disposal, depreciation and
amortization of assets and facilities, recovery of fuel and purchased power
costs, decommissioning costs, return on common equity and equity ratio
limits, and present or prospective wholesale and retail competition
(including but not limited to retail wheeling and transmission costs). The
Florida Public Service Commission has the authority to disallow recovery of
costs that it considers excessive or imprudently incurred.
o The regulatory process generally restricts FPL's ability to grow earnings
and does not provide any assurance as to achievement of earnings levels.
o FPL is subject to extensive federal, state and local environmental
statutes, rules and regulations relating to air quality, water quality,
waste management, natural resources and health and safety that could, among
other things, restrict or limit the use of certain fuels required for the
production of electricity. There are significant capital, operating and
other costs associated with compliance with these environmental statutes,
rules and regulations, and those costs could be even more significant in
the future.
o FPL operates in a changing market environment influenced by various
legislative and regulatory initiatives regarding deregulation, regulation
or restructuring of the energy industry, including deregulation of the
production and sale of electricity. FPL will need to adapt to these changes
and may face increasing competitive pressure.
o The operation of power generation facilities involves many risks, including
start up risks, breakdown or failure of equipment, transmission lines,
pipelines, the dependence on a specific fuel source or the impact of
unusual or adverse weather conditions (including natural disasters such as
hurricanes), as well as the risk of performance below expected levels of
output or efficiency. This could result in lost revenues and/or increased
expenses. Insurance, warranties or performance guarantees may not cover any
or all of the lost revenues or increased expenses, including the cost of
replacement power. In addition to these risks, FPL's nuclear units face
certain risks that are unique to the nuclear industry including additional
regulatory actions up to and including shut down of the units stemming from
public safety concerns both at FPL's plants, as well as at the plants of
other nuclear operators.
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o FPL's ability to successfully and timely complete its power generation
facilities currently under construction, those projects yet to begin
construction or capital improvements to existing facilities is contingent
upon many variables and subject to substantial risks. Should any such
efforts be unsuccessful, FPL could be subject to additional costs,
termination payments under committed contracts and/or the write off of its
investment in the project or improvement.
o FPL uses derivative instruments, such as swaps, options, futures and
forwards to manage its commodity and financial market risks, and to a
lesser extent, engages in limited trading activities. FPL could recognize
financial losses as a result of volatility in the market values of these
contracts, or if a counterparty fails to perform. In addition, FPL's use of
such instruments could be subject to prudency challenges by the Florida
Public Service Commission and if found imprudent, cost disallowance.
o FPL as well as FPL Group, Inc., which owns all of the common stock of FPL,
rely on access to capital markets as a significant source of liquidity for
capital requirements not satisfied by operating cash flows. The inability
to raise capital on favorable terms, particularly during times of
uncertainty in the capital markets, could impact FPL's ability to grow its
businesses and would likely increase its interest costs.
o FPL is subject to costs and other effects of legal and administrative
proceedings, settlements, investigations and claims; as well as the effect
of new, or changes in, tax rates or policies, rates of inflation or
accounting standards.
o FPL is subject to direct and indirect effects of terrorist threats and
activities. Generation and transmission facilities, in general, have been
identified as potential targets. The effects of terrorist threats and
activities include, among other things, actions or responses to such
actions or threats, the inability to generate, purchase or transmit power,
the risk of a significant slowdown in growth or a decline in the U.S.
economy, delay in economic recovery in the U.S., and the increased cost and
adequacy of security and insurance.
o FPL's ability to obtain insurance, and the cost of and coverage provided by
such insurance, could be affected by national events as well as
company-specific events.
o FPL is subject to employee workforce factors, including loss or retirement
of key executives, availability of qualified personnel, collective
bargaining agreements with union employees or work stoppage.
The issues and associated risks and uncertainties described above are
not the only ones FPL may face. Additional issues may arise or become material
as the energy industry evolves. The risks and uncertainties associated with
these additional issues could impair FPL's businesses in the future.
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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 nearly 8 million. At September 30,
2002, FPL served approximately 4.0 million customer accounts. FPL Group, Inc.
owns all of FPL's common stock.
USE OF PROCEEDS
Unless otherwise stated 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,
------------------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
6.44 6.02 6.26 5.69 4.95
FPL's ratio of earnings to fixed charges for the nine months ended
September 30, 2002 was 8.28.
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 Deutsche Bank
Trust Company Americas, 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 some
or 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,
(6) the dates on which FPL will pay the interest on those Bonds,
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(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 Deutsche Bank Trust Company Americas 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 U.S. 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":
(1) cash and securities,
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(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.
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:
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(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, 2001, FPL could issue under the Mortgage
approximately $4.8 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.
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 October 31,
2002, no retained earnings were restricted by these provisions of the Mortgage.
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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,
(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.
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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 Deutsche Bank Trust
Company Americas.
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 sale. The underwriters may sell the Bonds directly or
through underwriting syndicates represented by managing underwriters. Unless
otherwise stated in the prospectus supplement relating to the 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 the 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 the
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 the Bonds directly to one or more purchasers.
In this case, no underwriters, dealers or agents would be involved.
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 the
Bonds, any initial public offering price and other terms of the offering of
those Bonds.
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FPL may authorize underwriters, dealers or agents to solicit offers by
certain institutions to purchase the 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 underwriters, dealers and agents
against, or to contribute to payments which the underwriters, dealers and agents
may be required to make in respect of, certain civil liabilities, including
liabilities under the Securities Act of 1933.
EXPERTS
The consolidated financial statements incorporated by reference in
this prospectus from FPL's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
Legal conclusions and opinions specifically attributed to counsel, if
any, in the documents incorporated by reference in this prospectus have been
reviewed by Steel Hector & Davis LLP, Miami, Florida, counsel to FPL, and are
set forth on the authority of that firm as experts.
LEGAL OPINIONS
Steel Hector & Davis LLP, Miami, Florida, and Thelen Reid & Priest
LLP, New York, New York, co-counsel to FPL, will pass upon the legality of the
Bonds for FPL. Hunton & Williams, New York, New York, will pass upon the
legality of the Bonds for any underwriter, dealer or agent. Thelen Reid & Priest
LLP and Hunton & Williams 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 upon the opinion of Thelen Reid & Priest LLP.
--------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. FPL HAS NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. FPL IS NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS OR THAT THE INFORMATION INCORPORATED BY REFERENCE IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT INCORPORATED BY
REFERENCE.
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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...................................$92,000
Legal and Accounting Fees..............................................$500,000*
Printing (S-3, prospectus, prospectus supplement, etc.).................$50,000*
Fees of Trustee.........................................................$25,000*
Florida Taxes........................................................$4,000,000*
Rating Agencies' Fees..................................................$300,000*
Miscellaneous.......................................................... $13,000*
-----------
Total ............................................................$4,980,000*
===========
* 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-two Supplements thereto, between FPL
and Deutsche Bank Trust Company Americas, Trustee (the
"Mortgage") (filed as Exhibit B-3, File No. 2-4845; Exhibit
7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523;
Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No.
2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File
No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit
4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705;
Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No.
2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1,
File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit
2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195;
Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No.
2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File
No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c),
File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit
2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234;
Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No.
2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File
II-2
No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c),
File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit
2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No.
2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit
2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239;
Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No.
2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File
No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762;
Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No.
2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to
Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective
Amendment No. 1 to Form S-3, File No. 33-46076; Exhibit 4(b)
to Form 10-K for the year ended December 31, 1993, File No.
1-3545; Exhibit 4(i) to Form 10-Q for the quarter ended June
30, 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q for the
quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a)
to Form 10-Q for the quarter ended March 31, 1996, File No.
1-3545; Exhibit 4 to Form 10-Q for the quarter ended June
30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the
quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f)
to Form 10-K for the year ended December 31, 2000, File No.
1-3545; Exhibit 4(g) to Form 10-K for the year ended
December 31, 2000, File No. 1-3545; and Exhibit 4(o), File No.
333-102169.
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 year ended December 31, 2001,
File No. 1-3545 and Exhibit 12(b) to Form 10-Q for the quarter
September 30, 2002, 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 of Eligibility on Form T-1 of Deutsche Bank Trust
Company Americas 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;
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provided, however, that the registrant need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii) if
such information is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
which are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of 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 23rd day of
December, 2002.
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/ Lewis Hay III Chairman of the Board, Chief December 23, 2002
- ------------------------------------ Executive Officer and Director
Lewis Hay III (Principal Executive Officer)
/s/ Moray P. Dewhurst Senior Vice President, Finance December 23, 2002
- ------------------------------------ and Chief Financial Officer and
Moray P. Dewhurst Director (Principal Financial
Officer)
/s/ K. Michael Davis Vice President, Accounting, December 23, 2002
- ------------------------------------ Controller and Chief Accounting
K. Michael Davis Officer (Principal Accounting
Officer)
/s/ Dennis P. Coyle Director December 23, 2002
- ------------------------------------
Dennis P. Coyle
/s/ Paul J. Evanson Director December 23, 2002
- ------------------------------------
Paul J. Evanson
/s/ Lawrence J. Kelleher Director December 23, 2002
- ------------------------------------
Lawrence J. Kelleher
/s/ Armando J. Olivera Director December 23, 2002
- ------------------------------------
Armando J. Olivera
/s/ Antonio Rodriguez Director December 23, 2002
- ------------------------------------
Antonio Rodriguez
/s/ John Stall Director December 23, 2002
- ------------------------------------
John Stall
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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 of Eligibility on Form T-1 of Deutsche Bank Trust Company
Americas with respect to the Mortgage.