AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2003
REGISTRATION STATEMENT NO. 333-102172
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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, 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)
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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.
Hunton & Williams
200 Park Avenue
New York, New York 10166
(212) 309-1000
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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 MARCH 18, 2003
PROSPECTUS
$1,000,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
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Florida Power & Light Company may offer from time to time up to
$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 on page 11 of this
prospectus also provides more information on this topic.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS TO READ ABOUT
CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE MAKING AN INVESTMENT IN THESE
SECURITIES.
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.
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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.
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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
propsectus 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.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS.........................................................2
RISK FACTORS..................................................................2
FPL...........................................................................4
USE OF PROCEEDS...............................................................4
RATIO OF EARNINGS TO FIXED CHARGES............................................4
WHERE YOU CAN FIND MORE INFORMATION...........................................4
INCORPORATION BY REFERENCE....................................................5
CAUTIONARY STATEMENTS.........................................................5
DESCRIPTION OF THE BONDS......................................................6
PLAN OF DISTRIBUTION.........................................................11
EXPERTS......................................................................11
LEGAL OPINIONS...............................................................12
i
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.
RISK FACTORS
Before purchasing the securities, investors should carefully consider the
following risk factors together with the other information incorporated by
reference or provided in this prospectus or in a prospectus supplement in order
to evaluate an investment in the securities.
FPL IS SUBJECT TO COMPLEX LAWS AND REGULATIONS AND TO CHANGES IN LAWS AND
REGULATIONS, INCLUDING INITIATIVES REGARDING RESTRUCTURING OF THE ENERGY
INDUSTRY. THESE FACTORS MAY HAVE A NEGATIVE IMPACT ON THE BUSINESS AND RESULTS
OF OPERATIONS OF FPL.
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.
The regulatory process generally restricts FPL's ability to grow earnings
and does not provide any assurance as to achievement of earnings levels.
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.
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.
THE OPERATION OF POWER GENERATION FACILITIES, INCLUDING NUCLEAR FACILITIES,
INVOLVES SIGNIFICANT RISKS THAT COULD ADVERSELY AFFECT THE RESULTS OF OPERATIONS
AND FINANCIAL CONDITION OF FPL.
The operation of power generation facilities involves many risks, including
start up risks, breakdown or failure of equipment, transmission lines or
2
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, whether
at FPL's plants or at the plants of other nuclear operators.
THE CONSTRUCTION OF, AND CAPITAL IMPROVEMENTS TO, POWER GENERATION FACILITIES
INVOLVE SUBSTANTIAL RISKS. SHOULD CONSTRUCTION OR CAPITAL IMPROVEMENT EFFORTS
BE UNSUCCESSFUL, THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF FPL COULD
BE NEGATIVELY AFFECTED.
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.
THE USE OF DERIVATIVE CONTRACTS BY FPL IN THE NORMAL COURSE OF BUSINESS COULD
RESULT IN FINANCIAL LOSSES THAT NEGATIVELY IMPACT THE RESULTS OF OPERATIONS OF
FPL.
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.
BECAUSE FPL AND FPL GROUP RELY ON ACCESS TO CAPITAL MARKETS, THE INABILITY TO
ACCESS CAPITAL MARKETS ON FAVORABLE TERMS MAY LIMIT THE ABILITY OF FPL TO GROW
ITS BUSINESS AND WOULD LIKELY INCREASE INTEREST COSTS.
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 of FPL
and FPL Group to maintain their current credit ratings could affect FPL's
ability to raise capital on favorable terms, particularly during times of
uncertainty in the capital markets which, in turn, could impact FPL's ability to
grow its business and would likely increase its interest costs.
WEATHER CONDITIONS CAN AFFECT FPL'S RESULTS OF OPERATIONS.
FPL's results of operations can be affected by changes in the weather.
Weather conditions directly influence the demand for electricity and natural gas
and affect the price of energy commodities. In addition, severe weather can be
destructive, causing outages and/or property damage, which could require
additional costs to be incurred.
FPL IS SUBJECT TO COSTS AND OTHER EFFECTS OF LEGAL PROCEEDINGS, CHANGES IN TAX
AND INFLATION RATES, AND CHANGES IN OR ADDITIONS TO APPLICABLE TAX POLICIES,
RATES OF INFLATION AND ACCOUNTING STANDARDS.
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.
THREATS OF TERRORISM AND CATASTROPHIC EVENTS THAT COULD RESULT FROM TERRORISM
MAY IMPACT THE OPERATIONS OF FPL IN UNPREDICTABLE WAYS.
FPL is subject to direct and indirect effects of terrorist threats and
activities. Generation and transmission facilities, in general, have been
3
identified as potential targets. The effects of terrorist threats and activities
include, among other things, terrorist actions or responses to such actions or
threats, the inability to generate, purchase or transmit power, the risk of a
significant slowdown in growth or a decline in the U.S. economy, delay in
economic recovery in the U.S., and the increased cost and adequacy of security
and insurance.
THE ABILITY OF FPL TO OBTAIN INSURANCE AND THE TERMS OF ANY AVAILABLE INSURANCE
COVERAGE COULD BE AFFECTED BY NATIONAL AND COMPANY-SPECIFIC EVENTS.
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.
FPL IS SUBJECT TO EMPLOYEE WORKFORCE FACTORS THAT COULD AFFECT THE BUSINESS AND
FINANCIAL CONDITION OF FPL.
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 that could affect the business
and financial condition of FPL.
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,
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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.
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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).
4
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 between the date of
the initial filing of the amendment to the registration statement of which this
prospectus is a part and the effectiveness of the registration statement, as
well as after the date of this prospectus 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. FPL will provide to each person,
including any beneficial owner, to whom this prospectus is delivered, a copy of
any or all of the information that has been incorporated by reference in this
prospectus but not delivered with this prospectus.
CAUTIONARY STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, FPL 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
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 specific factors discussed in "Risk Factors" herein and in
the reports that are incorporated herein by reference (in addition to any
assumptions and other factors referred to specifically in connection with such
forward-looking statements) that could cause FPL'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 issues and associated risks and uncertainties discussed in "Risk
Factors" herein and in the reports that are incorporated by reference herein are
not the only ones FPL may face. Additional issues may arise or become material
as the energy industry evolves. The risks and uncertainties associated with
those additional issues could impair FPL's business in the future.
5
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 terms of the Bonds and 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.
You should read this summary together with the Mortgage and the supplemental
indenture establishing the Bonds for a complete understanding of all the
provisions. The Mortgage and the form of supplemental indenture have been
previously filed with the SEC, and are exhibits to the registration statement
filed with the SEC of which this prospectus is a part. In addition, the Mortgage
is qualified as an indenture under the Trust Indenture Act of 1939 and is
therefore subject to the provisions of the Trust Indenture Act of 1939. You
should read the Trust Indenture Act of 1939 for a complete understanding of its
provisions.
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,
(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
6
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,
(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.
7
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:
(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.
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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.
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,
9
(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.
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.
10
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.
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.
11
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.
12
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..............................................$600,000*
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 ............................................................$5,080,000*
==========
* 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.
II-1
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 and 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.
II-2
2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No.
2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No.
2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No.
2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No.
2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No.
2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No.
2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No.
2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No.
2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d),
File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit
2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit
4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit
4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits
4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No.
2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to
Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669;
Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File
No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended December
31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the
quarter ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to Form
10-Q for the quarter ended June 30, 1995, File No. 1-3545; 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.
**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.
**Previously filed with the original registration statement on December 23,
2002.
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;
II-3
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.
II-4
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 amendment to the
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 18th day of
March, 2003.
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 amendment
to the 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 March 18, 2003
- -------------------------
Lewis Hay III Executive Officer and Director
(Principal Executive Officer)
/s/ Moray P. Dewhurst* Senior Vice President, Finance March 18, 2003
- -------------------------
Moray P. Dewhurst and Chief Financial Officer and
Director (Principal Financial
Officer)
/s/ K. Michael Davis* Vice President, Accounting, March 18, 2003
- -------------------------
K. Michael Davis Controller and Chief Accounting
Officer (Principal Accounting
Officer)
/s/ Dennis P. Coyle* Director March 18, 2003
- -------------------------
Dennis P. Coyle
/s/ Paul J. Evanson* Director March 18, 2003
- -------------------------
Paul J. Evanson
/s/ Lawrence J. Kelleher* Director March 18, 2003
- -------------------------
Lawrence J. Kelleher
/s/ Armando J. Olivera* Director March 18, 2003
- -------------------------
Armando J. Olivera
/s/ Antonio Rodriguez* Director March 18, 2003
- -------------------------
Antonio Rodriguez
/s/ John Stall* Director March 18, 2003
- -------------------------
John Stall
*By: /s/ Dennis P. Coyle
Dennis P. Coyle, Attorney-in-Fact
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EXHIBIT INDEX
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.