As filed with the Securities and Exchange Commission on , 1998
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Registration Statement No.
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=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FLORIDA POWER & LIGHT COMPANY
(Exact name of registrant as specified in charter)
Florida 59-0247775
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
office)
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DENNIS P. COYLE, JEFFREY I. MULLENS, ROBERT J. REGER,
ESQ. P.A. JR., ESQ.
General Counsel and Steel Hector & Davis Reid & Priest LLP
Secretary LLP 40 West 57th Street
Florida Power & 1900 Phillips Point New York, New York
Light Company West 10019
700 Universe 777 South Flagler (212) 603-2000
Boulevard Drive
Juno Beach, Florida West Palm Beach,
33408 Florida 33401
(561) 694-4644 (561) 650-7257
(Names, 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 send
copies of all notices, orders and communications to:
S.K. Waite, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS,
PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO
BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED
ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE
CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION
STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME
OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT
TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
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CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of Each Maximum Maximum
Class Offering Aggregate Amount of
of Securities to Amount to be Price Offering Registration
be Registered Registered Per Unit* Price Fee
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First Mortgage $210,000,000 100.00% $210,000,000 $61,950
Bonds
===========================================================================
* Estimated solely for the purpose of calculating the
registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus filed as part of this Registration Statement will be
used as a combined prospectus in connection with this
Registration Statement and Registration Statement File No. 33-
61390.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Subject to Completion, Dated May , 1998
--
PROSPECTUS
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS
Florida Power & Light Company (FPL) intends from time to time
to issue up to $500,000,000 aggregate principal amount of its
First Mortgage Bonds (New Bonds) in one or more series at prices
and on terms to be determined when the agreement to sell is made
or at the time of sale.
For each issue of New Bonds for which this Prospectus is being
delivered (Offered Bonds) there is an accompanying Prospectus
Supplement or Prospectus Supplements (Prospectus Supplement) that
set forth, without limitation and to the extent applicable, the
series designation, aggregate principal amount of the issue,
purchase price, maturity, interest rate or rates (which may be
either fixed or variable) or the method of determination of such
rate or rates, times of payment of interest, the place where the
principal of and interest on the Offered Bonds will be payable,
the denominations in which the Offered Bonds are authorized to be
issued, whether the Offered Bonds will be issued in registered
form, in bearer form or both, whether all or a portion of the
Offered Bonds will be issued in global form, redemption terms, if
any, and other special terms of the Offered Bonds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The New Bonds may be sold directly by FPL or through agents
designated from time to time or through underwriters or dealers
or a group of underwriters. If any agents of FPL or any
underwriters are involved in the sale of the Offered Bonds in
respect of which this Prospectus is being delivered, the names of
such agents or underwriters, the initial price to the public, any
applicable commissions or discounts and the proceeds to FPL with
respect to such Offered Bonds are set forth in the Prospectus
Supplement. See "Plan of Distribution" for possible
indemnification arrangements for underwriters or agents.
The date of this Prospectus is , 1998.
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AVAILABLE INFORMATION
FPL is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (Exchange Act), and
in accordance therewith files reports and other information with
the Securities and Exchange Commission (SEC). Such reports and
other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following
Regional Offices of the SEC: Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and New York
Regional Office, Seven World Trade Center, Suite 1300 New York,
New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the SEC at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the SEC maintains a World Wide
Web site (http://www.sec.gov) that contains reports and other
information filed by FPL.
Security holders of FPL may obtain, upon request, copies of an
Annual Report on Form 10-K of FPL containing financial statements
as of the end of the most recent fiscal year audited and reported
upon (with an opinion expressed) by independent auditors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following FPL documents filed with the SEC are
incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended December
31, 1997 (Form 10-K).
2. Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
All documents filed by FPL with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the securities covered by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in the Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
FPL will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of any such person, a copy of any
and all of the documents referred to above that have been
incorporated by reference in this Prospectus excluding the
exhibits thereto (unless such exhibits are specifically
incorporated by reference into such documents). Requests for
such copies should be directed to: Robert J. Reger, Jr., Esq.,
Reid & Priest LLP, 40 West 57th Street, New York, New York,
10019, (212) 603-2000.
FPL
FPL was incorporated under the laws of Florida in 1925 and is
engaged in the generation, transmission, distribution and sale of
electric energy. The principal executive office of FPL is
located at 700 Universe Boulevard, Juno Beach, Florida 33408,
telephone (561) 694-4000, and the mailing address is P.O. Box
14000, Juno Beach, Florida 33408-0420. FPL supplies electric
service throughout most of the east and lower west coasts of the
State of Florida, serving an area of about 27,650 square miles
with a population of approximately 7 million. During 1997, FPL
served approximately 3.6 million customer accounts. All of the
shares of common stock of FPL is owned by FPL Group, Inc. (FPL
Group).
2
USE OF PROCEEDS
FPL is offering hereby a maximum of $500,000,000 aggregate
principal amount of New Bonds. The net proceeds to be received
from the sale of the New Bonds will be added to FPL's general
funds and will be used for corporate purposes which may include,
but are not limited to, the redemption or purchase of certain of
its outstanding debt and preferred stock, the repayment of all or
a portion of short-term borrowings outstanding, the repayment of
all or a portion of any maturing long-term debt obligations and
the financing of the acquisition or construction of additional
electric facilities. Proceeds not immediately required for the
foregoing purposes will be temporarily invested in short-term
instruments.
FPL maintains a continuous construction program, principally
for electric generation, transmission and distribution
facilities. FPL anticipates financing this program partially
through internally generated funds, partially through the sale of
additional securities, partially through short-term borrowings
and partially through equity investments by FPL Group. See "Item
1. Business - Capital Expenditures" and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" in the Form 10-K
incorporated by reference herein.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for the years ended
December 31, 1993 through 1997 are 3.03, 3.86, 4.33, 4.58 and
4.95, respectively. The ratio of earnings to fixed charges for
the quarter ended March 31, 1998 is 3.98.
DESCRIPTION OF NEW BONDS
GENERAL. The New Bonds are to be issued under a Mortgage and
Deed of Trust dated as of January 1, 1944, with Bankers Trust
Company, as Trustee (Mortgage Trustee), and The Florida National
Bank of Jacksonville (now resigned) as supplemented and amended,
and as to be supplemented by one or more supplemental indentures
relating to the New Bonds, all of which are collectively referred
to as the "Mortgage".
The following statements are brief summaries of certain
provisions of the Mortgage, which is on file with the SEC and
incorporated by reference herein, and do not purport to be
complete. They make use of terms defined in the Mortgage.
Reference is made to the Mortgage for a definition of these terms
and for the complete provisions of the Mortgage. The following
statements are qualified in their entirety by such reference.
Reference is made to the Prospectus Supplement for the
following terms of the Offered Bonds (among others): (i) the
designation, series and aggregate principal amount of the Offered
Bonds; (ii) the percentage or percentages of their principal
amount at which such Offered Bonds will be issued; (iii) the date
or dates on which the Offered Bonds will mature; (iv) the rate or
rates (which may be either fixed or variable), and/or the method
of determination of such rate or rates, per annum at which the
Offered Bonds will bear interest; (v) the times at which such
interest will be payable; (vi) the place where the principal of
and interest on the Offered Bonds will be payable; (vii) the
denominations in which the Offered Bonds are authorized to be
issued; (viii) the redemption terms, if any; (ix) whether the
Offered Bonds will be in registered form, in bearer form or both;
(x) whether all or a portion of the Offered Bonds will be in
global form; and (xi) any other terms or provisions relating to
such Offered Bonds which are not inconsistent with the provisions
of the Mortgage.
FORM AND EXCHANGES. The New Bonds may be issued in fully
registered form without coupons, in bearer form with or without
coupons or any combination thereof. New Bonds in bearer form
will not be offered, sold, resold or delivered in the United
States or to United States persons in connection with their
original issuance. Unless otherwise specified in the Prospectus
Supplement, the New Bonds will be issuable in the form of
registered bonds without coupons. New Bonds will be exchangeable
without charge for other New Bonds of the same series and of the
same or different authorized denominations, in each case for a
like aggregate principal amount of New Bonds having the same
issue date with identical terms and provisions, unless otherwise
specified in the Prospectus Supplement. New Bonds may be
transferred without charge, other than for applicable stamp taxes
3
or other governmental charges, unless otherwise specified in the
Prospectus Supplement. Reference is made to the Prospectus
Supplement for additional requirements as to the form and method
of exchange of the New Bonds. Additionally, New Bonds may be
represented in whole or in part by global notes, and if so
represented, beneficial interests in such global notes will be
shown on and transfers thereof will be effected only through,
records maintained by a designated depository and its
participants.
INTEREST AND PAYMENT. Reference is made to the Prospectus
Supplement for the interest rate or rates (which may be either
fixed or variable) and/or the method of determination of such
rate or rates of the Offered Bonds and the date or dates on
which such interest is payable. Unless otherwise specified in
the Prospectus Supplement, principal and interest are payable in
U.S. dollars at Bankers Trust Company in New York City.
REDEMPTION AND PURCHASE OF OFFERED BONDS. See the Prospectus
Supplement.
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12
month period, mortgaged property is disposed of by order of or to
any Federal, State, county, municipal or other governmental
bodies or agencies, resulting in the receipt of $10 million or
more as proceeds, FPL (subject to certain conditions) must apply
such proceeds, less certain deductions, to the retirement of
Bonds. Any series of Bonds may be redeemable at the redemption
prices applicable for this purpose. See the Prospectus
Supplement.
SECURITY. The New Bonds together with all other Bonds now or
hereafter issued under the Mortgage will be secured by the
Mortgage, which constitutes, in the opinion of counsel to FPL, a
first mortgage lien on all of the present properties and
franchises of FPL (except as stated below), subject to (a) lease
of minor portions of FPL's property to others for uses which, in
the opinion of such counsel, do not interfere with FPL's
business, (b) leases of certain property of FPL not used in its
electric business, and (c) excepted encumbrances. There are
excepted from the lien all cash and securities; certain
equipment, materials or supplies and fuel (including Nuclear
Fuel); automobiles and other vehicles; receivables, contracts,
leases and operating agreements; and timber, minerals, mineral
rights and royalties.
The Mortgage contains provisions subjecting after-acquired
property (subject to pre-existing liens) to the lien thereof,
subject to limitations in the case of consolidation, merger or
sale of substantially all of FPL's assets. Property acquired
since the most recent recording of a supplemental indenture may
also be subject to possible rights of others which may attach
prior to recordation of a supplemental indenture subsequent to
the acquisition of such property.
The Mortgage provides that the Mortgage Trustee shall have a
lien upon the mortgaged property, prior to the Bonds, for the
payment of its reasonable compensation and expenses and for
indemnity against certain liabilities.
ISSUANCE OF ADDITIONAL BONDS. The maximum principal amount of
Bonds which may be issued under the Mortgage is unlimited. Bonds
of any series may be issued from time to time on the basis of (1)
60% of Property Additions after adjustments to offset
retirements, (2) retirement of Bonds or qualified lien bonds, and
(3) deposit of cash. With certain exceptions in the case of (2)
above, the issuance of Bonds is subject to adjusted net earnings
for 12 consecutive months out of the preceding 15 months before
income taxes being either at least twice the annual interest
requirements on, or 10% of the principal amount of, all Bonds at
the time outstanding, including the additional issue, and all
indebtedness of prior or equal rank. Such adjusted net earnings
are computed after provision for retirement and depreciation of
property equal to the replacement requirements of the Mortgage
for such period.
Property Additions generally include plants, lines, pipes,
mains, cables, machinery, boilers, transmission lines, pipe
lines, distribution systems, service systems and supply systems,
Nuclear Fuel that has been expressly subjected to the lien and
operation of the Mortgage, railroad cars, barges and other
transportation equipment (other than trucks) for the
transportation of fuel, and other property, real or personal, and
improvements, extensions, additions, renewals or replacements
located within the United States of America or its coastal
waters. Any such property, whether or not in operation, can be
4
used as Property Additions prior to the obtaining of permits or
licenses. Property Additions may not include securities, fuel
(including Nuclear Fuel unless expressly subjected to the lien
and operation of the Mortgage), automobiles or other vehicles, or
property used principally for the production or gathering of
natural gas. Under the Mortgage, FPL could issue approximately
$4.5 billion of additional first mortgage bonds based on unfunded
Property Additions and $3.3 billion of additional first mortgage
bonds based on the retirement of Bonds at December 31, 1997.
The Mortgage contains certain restrictions upon the issuance
of Bonds against property subject to liens and upon the increase
of the amount of such liens.
RELEASE AND SUBSTITUTION OF PROPERTY. Property may be
released against (1) deposit of cash or, to a limited extent,
purchase money mortgages, (2) Property Additions, and (3) waiver
of the right to issue Bonds without applying any earnings test.
Cash so deposited and cash deposited against the issuance of
additional Bonds may be withdrawn upon the bases stated in (2)
and (3) above. When property released is not funded property,
Property Additions used to effect the release may again, in
certain cases, become available as credits under the Mortgage,
and the waiver of the right to issue Bonds to effect the release
may, in certain cases, cease to be effective as such a waiver.
Similar provisions are in effect as to cash proceeds of such
property. The Mortgage contains special provisions with respect
to qualified lien bonds pledged, and disposition of monies
received on pledged prior lien bonds. FPL may, without any
release, consume in its operations Nuclear Fuel even if such
Nuclear Fuel has been expressly subjected to the lien and
operation of the Mortgage.
DIVIDEND RESTRICTIONS. The Mortgage contains provisions
restricting an amount of retained earnings which can be used to
pay cash dividends on common stock. The amount restricted is
subject to being increased or decreased on the basis of various
factors and any restricted retained earnings can be used for
various purposes. No retained earnings were restricted, as a
result of these provisions of the Mortgage, as of December 31,
1997.
MODIFICATION OF THE MORTGAGE. Generally the rights of the
Bondholders may be modified with the consent of 66-2/3% of the
Bonds and, if less than all series of Bonds are affected, the
consent also of 66-2/3% of Bonds of each series affected. FPL
has reserved the right to amend the Mortgage without any consent
or other action by the holders of any series of Bonds created
after April 30, 1992 (including the New Bonds) so as to
substitute for the foregoing provisions the following: Generally
the rights of the Bondholders may be modified with the consent of
a majority of the Bonds, but if less than all series of the Bonds
are affected, only the consent of a majority of the affected
Bonds is required. In general, no modification of the terms of
payment of principal and interest, no modification of the
obligations of FPL under Section 64 of the Mortgage (until the
foregoing substitution is made), and no modification affecting
the lien or reducing the percentage required for modification,
are effective against any Bondholder without such Bondholder's
consent.
DEFAULT AND NOTICE THEREOF. Defaults are: default in payment
of principal; default for 60 days in payment of interest or of
installments of funds for retirement of Bonds; certain defaults
with respect to qualified lien bonds; certain events in
bankruptcy, insolvency or reorganization; and default for 90 days
after notice on other covenants. The Mortgage Trustee may
withhold notice of default (except in payment of principal,
interest or any fund for retirement of Bonds), if it thinks it is
in the interests of the Bondholders.
Holders of 25% of the Bonds may declare the principal and the
interest due on default, but a majority may annul such
declaration if such default has been cured. No holder of Bonds
may enforce the lien of the Mortgage unless (1) such holder has
given the Mortgage Trustee written notice of a default; (2) 25%
of the Bonds have requested the Mortgage Trustee to act and
offered it reasonable opportunity to act and indemnity
satisfactory to the Mortgage Trustee against the costs, expenses
and liabilities to be incurred thereby; and (3) the Mortgage
Trustee has failed to act. The Mortgage Trustee is not required
to risk its funds or incur personal liability if there is
reasonable ground for believing that the repayment is not
reasonably assured. A majority of the Bonds may direct the time,
method, and place of conducting any proceedings for any remedy
available to the Mortgage Trustee, or exercising any trust or
power conferred upon the Mortgage Trustee.
5
SATISFACTION AND DISCHARGE OF MORTGAGE. Upon FPL's making due
provision for the payment of all of the Bonds and paying all
other sums due under the Mortgage, the Mortgage may be satisfied
and discharged of record.
EVIDENCE TO BE FURNISHED TO THE MORTGAGE TRUSTEE. Compliance
with Mortgage provisions is evidenced by written statements of
FPL's officers or persons selected or paid by FPL. In certain
major matters the accountant, appraiser, engineer or counsel must
be independent. Various certificates and other papers are
required to be filed annually and in certain events, including an
annual certificate with reference to compliance with the terms of
the Mortgage and absence of default.
CONCERNING THE MORTGAGE TRUSTEE. In the regular course of
business, FPL may obtain short-term funds from several banks,
including Bankers Trust Company.
PLAN OF DISTRIBUTION
FPL may sell the New Bonds in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents.
The Prospectus Supplement with respect to the Offered Bonds sets
forth the terms of the offering of the Offered Bonds, including
the name or names of any underwriters, dealers or agents, the
purchase price of such Offered Bonds and the proceeds to FPL from
such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the New Bonds will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale. The New Bonds
may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters as
may be designated by FPL, or directly by one or more of such
firms. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Bonds are named in
the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or
underwriters are set forth on the cover page of such Prospectus
Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the
Offered Bonds will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all such
Offered Bonds if any are purchased.
New Bonds may be sold directly by FPL or through agents
designated by FPL from time to time. The Prospectus Supplement
sets forth the name of any agent involved in the offer or sale of
the Offered Bonds in respect of which the Prospectus Supplement
is delivered as well as any commissions payable by FPL to such
agent. Unless otherwise indicated in the Prospectus Supplement,
any such agent is acting on a best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, FPL will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase Offered Bonds from FPL
at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set
forth the commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements
entered into with FPL to indemnification by FPL against certain
civil liabilities, including liabilities under the Securities Act
of 1933, as amended (Securities Act).
6
EXPERTS
The consolidated financial statements of FPL and its
subsidiaries appearing in FPL's Annual Report on Form 10-K
incorporated by reference herein have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report
included in said Annual Report on Form 10-K, which report is
incorporated herein by reference, and have been so incorporated
by reference herein in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
Legal conclusions and opinions specifically attributed to
counsel in the documents incorporated herein by reference have
been reviewed by Steel Hector & Davis LLP, West Palm Beach,
Florida, counsel to FPL, and are set forth on the authority of
said firm as experts.
LEGAL OPINIONS
The legality of the New Bonds will be passed upon for FPL by
Steel Hector & Davis LLP, West Palm Beach, Florida, and Reid &
Priest LLP, New York, New York, co-counsel to FPL, and for any
underwriter or agent by Winthrop, Stimson, Putnam & Roberts, New
York, New York. Reid & Priest LLP and Winthrop, Stimson, Putnam
& Roberts may rely as to all matters of Florida law upon the
opinion of Steel Hector & Davis LLP. Steel Hector & Davis LLP
may rely as to all matters of New York law on the opinion of Reid
& Priest LLP.
------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
IN CONNECTION WITH AN OFFER MADE BY THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY FPL OR ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF FPL SINCE THE DATE HEREOF OR THEREOF.
THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting
and/or agents compensation, are:
Filing Fee for Registration Statement . . . . . . . $61,950
Legal and Accounting Fees . . . . . . . . . . . . $125,000
Printing (S-3, Prospectus, Prospectus
Supplement, etc.) . . . . . . . . . . . . . . . . . $15,000
Fee of Trustee . . . . . . . . . . . . . . . . . . . $5,250
Florida Taxes . . . . . . . . . . . . . . . . . $1,155,000
Rating Agencies' Fees . . . . . . . . . . . . . . . $75,000
Miscellaneous . . . . . . . . . . . . . . . . . . . $12,800
-------
Total . . . . . . . . . . . . . . . . . . . . $1,450,000
==========
-------------------
* 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, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, if such person
acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of FPL. To the extent
that a director, officer, employee or other agent is successful
on the merits or otherwise in defense of a third-party or
derivative action, such person will be indemnified against
expenses actually and reasonably incurred in connection
therewith. This Section also permits a corporation further to
indemnify such persons by other means unless a judgment or other
final adjudication establishes that such person's actions or
omissions which were material to the cause of action constitute
(1) a crime (unless such person had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe it
unlawful), (2) a transaction from which he derived an improper
personal benefit, (3) an action in violation of Florida Statutes
Section 607.0834 (unlawful distributions to shareholders), or (4)
willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right
of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.
Furthermore, Florida Statutes section 607.0831 provides, in
general, that no director shall be personally liable for monetary
damages to FPL or any other person for any statement, vote,
decision, or failure to act, regarding corporate management or
policy, unless: (a) the director breached or failed to perform
his duties as a director; and (b) the director's breach of, or
failure to perform, those duties constitute (i) a violation of
criminal law, unless the director had reasonable cause to believe
his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful, (ii) a transaction from which the director
derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability
provisions of Florida Statutes Section 607.0834 are applicable,
(iv) in a proceeding by or in the right of FPL to procure a
judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of FPL, or willful
misconduct, or (v) in proceeding by or in the right of someone
other than FPL or a shareholder, recklessness or an act or
II-1
omission which was committed in bad faith or with malicious
purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety, or property. The term recklessness, as
used above, means the action, or omission to act, in conscious
disregard of a risk: (a) known, or so obvious that it should have
been known, to the directors; and (b) known to the director, or
so obvious that it should have been known, to be so great as to
make it highly probable that harm would follow from such action
or omission.
FPL's Bylaws provide generally that FPL shall, to the fullest
extent permitted by law, indemnify all directors and officers of
FPL, directors, officers, or other employees serving as a
fiduciary of an employee benefit plan of FPL, as well as any
employees or agents of FPL or other persons serving at the
request of FPL in any capacity with any entity or enterprise
other than FPL to whom FPL has agreed to grant indemnification
(each, an "Indemnified Person") to the extent that any such
person is made a party or threatened to be made a party or called
as a witness or is otherwise involved in any action, suit, or
proceeding in connection with his status as an Indemnified
Person. Such indemnification covers all expenses incurred by any
Indemnified Person (including attorneys' fees) and all
liabilities and losses (including judgments, fines, and amounts
to be paid in settlement) incurred thereby in connection with any
such action, suit or proceeding.
In addition, FPL carries insurance permitted by the laws of
Florida on behalf of directors, officers, employees or agents
which may cover, among other things, liabilities under the
Securities Act.
ITEM 16. EXHIBITS.
1(a) - Form of Underwriting Agreement.
1(b) - Form of Distribution Agreement.
*4(a) - Restated Articles of Incorporation of FPL dated March
23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the
year ended December 31, 1993, File No. 1-3545).
*4(b) - Amendment to FPL's Restated Articles of Incorporation
dated March 23, 1992 (filed as Exhibit 3(i)b to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(c) - Amendment to FPL's Restated Articles of Incorporation
dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K
for the year ended December 31, 1993, File No. 1-3545).
*4(d) - Amendment to FPL's Restated Articles of Incorporation
dated March 12, 1993 (filed as Exhibit 3(i)d to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(e) - Amendment to FPL's Restated Articles of Incorporation
dated June 16, 1993 (filed as Exhibit 3(i)e to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(f) - Amendment to FPL's Restated Articles of Incorporation
dated August 31, 1993 (filed as Exhibit 3(i)f to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(g) - Amendment to FPL's Restated Articles of Incorporation
dated November 30, 1993 (filed as Exhibit 3(i)g to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(h) - Mortgage and Deed of Trust dated as of January 1, 1944,
and Ninety-seven Supplements thereto, between FPL and
Bankers Trust Company, Trustee (filed as Exhibit B-3,
File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit
7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990;
Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No.
2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-
1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255;
Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File
No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit
4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-
20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c),
File No. 2-23142; Exhibit 2(c), File No. 2-24195;
Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File
No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit
2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038;
Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No.
2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c),
File No. 2-44234; Exhibit 2(c), File No. 2-46502;
Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No.
2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c),
File No. 2-52826; Exhibit 2(c), File No. 2-53272;
Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No.
2-56228; Exhibits 2(c) and 2(d), File No. 2-60413;
Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c),
File No. 2-66524; Exhibit 2(c), File No. 2-67239;
Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No.
2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b),
File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File
No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit
II-2
4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective
Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit
99(a) to Post-Effective Amendment No. 1 to Form S-3,
File No. 33-46076; Exhibit 4(b) to Form 10-K for the
year ended December 31, 1993, File No. 1-3545; Exhibit
4(i) to Form 10-Q for the quarter ended June 30, 1994,
File No. 1-3545; Exhibit 4(b) to Form 10-Q for the
quarter ended June 30, 1995, File No. 1-3545; and
Exhibit 4(a) to Form 10-Q for the quarter ended March
31, 1996, File No. 1-3545).
4(i) - Form of Supplemental Indenture relating to New Bonds.
5(a) - Opinion of Steel Hector & Davis LLP, counsel to FPL.
5(b) - Opinion of Reid & Priest LLP, co-counsel to FPL.
*12 - Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-3545 and as Exhibit 12 to
Form 10-Q for the quarter ended March 31, 1998, File No.
1-3545).
23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Steel Hector & Davis LLP (contained in
opinion filed as Exhibit 5(a) hereto).
23(c) - Consent of Reid & Priest LLP (contained in opinion
filed as Exhibit 5(b) hereto).
24 - Power of Attorney (included on the signature page of
this registration statement).
25 - Statement on Form T-1 of Bankers Trust Company with
respect to the Mortgage.
-----------------
* Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that 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) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
II-3
Insofar as indemnification for liabilities arising under the
Securities Act 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
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature
appears below hereby appoints the agents for service named in
this registration statement, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the Securities and
Exchange Commission, any and all amendments, including post-
effective amendments, to this registration statement, and the
registrant hereby also appoints each such agent for service as
its attorney-in-fact with like authority to sign and file any
such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Juno Beach, and State of Florida, on the 18th of May
1998.
FLORIDA POWER & LIGHT COMPANY
By /s/ Paul J. Evanson
--------------------------------
Paul J. Evanson (President and
Director)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James L. Broadhead
---------------------- Principal Executive
James L. Broadhead Officer and Director
(Chairman of the Board)
/s/ K. Michael Davis
-----------------------
K. Michael Davis Principal Financial
(Vice President, and Accounting
Accounting, Controller Officer
and Chief Accounting
Officer)
/s/ Dennis P. Coyle
----------------------
Dennis P. Coyle
/s/ Lawrence J. Kelleher
-----------------------
Lawrence J. Kelleher
/s/ Thomas F. Plunkett May 18, 1998
----------------------- Directors
Thomas F. Plunkett
/s/ C.O. Woody
-----------------------
C.O. Woody
/s/ Michael W. Yackira
------------------------
Michael W. Yackira
II-5
EXHIBIT INDEX
Exhibit Description
------- -----------
1(a) - Form of Underwriting Agreement.
1(b) - Form of Distribution Agreement.
*4(a) - Restated Articles of Incorporation of FPL dated March
23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the
year ended December 31, 1993, File No. 1-3545).
*4(b) - Amendment to FPL's Restated Articles of Incorporation
dated March 23, 1992 (filed as Exhibit 3(i)b to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(c) - Amendment to FPL's Restated Articles of Incorporation
dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K
for the year ended December 31, 1993, File No. 1-3545).
*4(d) - Amendment to FPL's Restated Articles of Incorporation
dated March 12, 1993 (filed as Exhibit 3(i)d to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(e) - Amendment to FPL's Restated Articles of Incorporation
dated June 16, 1993 (filed as Exhibit 3(i)e to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(f) - Amendment to FPL's Restated Articles of Incorporation
dated August 31, 1993 (filed as Exhibit 3(i)f to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(g) - Amendment to FPL's Restated Articles of Incorporation
dated November 30, 1993 (filed as Exhibit 3(i)g to
Form 10-K for the year ended December 31, 1993, File
No. 1-3545).
*4(h) - Mortgage and Deed of Trust dated as of January 1, 1944,
and Ninety-seven Supplements thereto, between FPL and
Bankers Trust Company, Trustee (filed as Exhibit B-3,
File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit
7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990;
Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No.
2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-
1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255;
Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File
No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit
4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-
20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c),
File No. 2-23142; Exhibit 2(c), File No. 2-24195;
Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File
No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit
2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038;
Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No.
2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c),
File No. 2-44234; Exhibit 2(c), File No. 2-46502;
Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No.
2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c),
File No. 2-52826; Exhibit 2(c), File No. 2-53272;
Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No.
2-56228; Exhibits 2(c) and 2(d), File No. 2-60413;
Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c),
File No. 2-66524; Exhibit 2(c), File No. 2-67239;
Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No.
2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b),
File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File
No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit
4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective
Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit
99(a) to Post-Effective Amendment No. 1 to Form S-3,
File No. 33-46076; Exhibit 4(b) to Form 10-K for the
year ended December 31, 1993, File No. 1-3545; Exhibit
4(i) to Form 10-Q for the quarter ended June 30, 1994,
File No. 1-3545; Exhibit 4(b) to Form 10-Q for the
quarter ended June 30, 1995, File No. 1-3545; and
Exhibit 4(a) to Form 10-Q for the quarter ended March
31, 1996, File No. 1-3545).
4(i) - Form of Supplemental Indenture relating to New Bonds.
5(a) - Opinion of Steel Hector & Davis LLP, counsel to FPL.
5(b) - Opinion of Reid & Priest LLP, co-counsel to FPL.
*12 - Computation of Ratio of Earnings to Fixed Charges (filed
as Exhibit 12 to Form 10-K for the fiscal year ended
December 31, 1997, File No. 1-3545 and as Exhibit 12 to
Form 10-Q for the quarter ended March 31, 1998, File No.
1-3545).
23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Steel Hector & Davis LLP (contained in
opinion filed as Exhibit 5(a) hereto).
23(c) - Consent of Reid & Priest LLP (contained in opinion
filed as Exhibit 5(b) hereto).
24 - Power of Attorney (included on the signature page of
this registration statement).
25 - Statement on Form T-1 of Bankers Trust Company with
respect to the Mortgage.
-----------------
* Incorporated herein by reference as indicated.