Filed Pursuant to Rule 424(b)(5)
Registration No. 333-53053
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 28, 1998)
$200,000,000
FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS,
6% SERIES DUE JUNE 1, 2008
----------------------------
Interest on the First Mortgage Bonds, 6% Series due June 1, 2008
("Offered Bonds"), is payable semiannually on June 1 and December 1,
beginning December 1, 1998. The Offered Bonds will be redeemable at the
option of Florida Power & Light Company ("FPL") or as required by the
mortgage, in whole at any time or in part from time to time, on at least 30
days' notice, at a price equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of redemption, plus a
Make-Whole Premium (as defined herein), if any, relating to the then
prevailing Treasury Yield (as defined herein) and the remaining life of the
Offered Bonds. See "Certain Terms of the Offered Bonds-Redemption and
Purchase of Offered Bonds" herein and "Description of New Bonds" in the
accompanying Prospectus.
----------------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
========================================================================
INITIAL
PUBLIC
OFFERING UNDERWRITING PROCEEDS TO
PRICE(1) DISCOUNT(2) FPL(1)(3)
------------------------------------------------------------------------
Per Offered Bond . 99.398% 0.297% 99.101%
------------------------------------------------------------------------
Total . . . . . . . $198,796,000 $594,000 $198,202,000
========================================================================
(1) Plus accrued interest from June 1, 1998.
(2) FPL has agreed to indemnify the Underwriters (as defined herein)
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(3) Before deducting expenses payable by FPL, estimated to be
$1,400,000.
--------------------------
The Offered Bonds are offered by the Underwriters when, as and if
issued by FPL, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that the
Offered Bonds will be ready for delivery in New York, New York on or about
June 16, 1998.
--------------------------
BANCAMERICA ROBERTSON STEPHENS MORGAN STANLEY DEAN WITTER
--------------------------
The date of this Prospectus Supplement is June 11, 1998
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
OFFERED BONDS, INCLUDING STABILIZING TRANSACTIONS AND THE PURCHASE OF
OFFERED BONDS TO COVER SHORT POSITIONS BY THE UNDERWRITERS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
USE OF PROCEEDS
The following information supplements and should be read in
conjunction with the statements under "Use of Proceeds" in the accompanying
Prospectus.
The net proceeds from the sale of the Offered Bonds will be added
to FPL's general funds and are expected to be used, together with other
funds, for the redemption of all $75,000,000 principal amount of FPL's
First Mortgage Bonds, 7 7/8% Series due January 1, 2007, and all
$125,779,000 principal amount of FPL's First Mortgage Bonds, 7 7/8%
Series due December 1, 2012. Proceeds not immediately required for
the foregoing purposes will be temporarily invested in short-term
instruments.
CERTAIN TERMS OF THE OFFERED BONDS
The following information concerning the Offered Bonds supplements and
should be read in conjunction with the statements under "Description of New
Bonds" in the accompanying Prospectus.
GENERAL. The Offered Bonds will be issued as a new series of FPL's
First Mortgage Bonds under the Mortgage (as defined in the accompanying
Prospectus) as supplemented by the Ninety-eighth Supplemental Indenture
dated as of June 1, 1998 relating to the Offered Bonds. The Offered Bonds
will be issued as fully registered bonds in denominations of $1,000 and, at
the option of FPL, in multiples of $1,000.
INTEREST AND PAYMENT. The Offered Bonds will mature on the date and
will bear interest at the rate shown in their title, payable June 1 and
December 1, beginning December 1, 1998. Principal and interest are payable
at Bankers Trust Company in New York City.
FPL has covenanted to pay interest on any overdue principal and (to
the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest on the First Mortgage Bonds of
all series at the rate of 6% per annum.
REDEMPTION AND PURCHASE OF OFFERED BONDS. The Offered Bonds will be
redeemable at any time, at the option of FPL or as required by the
Mortgage, in whole or from time to time in part, on at least 30 days'
notice, on any date prior to maturity (the "Redemption Date") at a price
equal to 100% of the principal amount thereof plus accrued and unpaid
interest if any, to the Redemption Date plus a premium (the "Make-Whole
Premium"), if any (the "Redemption Price"). In no event will the
Redemption Price be less than 100% of the principal amount of the Offered
Bonds plus accrued interest to the Redemption Date.
The amount of the Make-Whole Premium with respect to any Offered Bond
(or portion thereof) to be redeemed will be equal to the excess, if any,
of:
1. the sum of the present values, calculated as of the Redemption
Date, of:
a. each interest payment that, but for such redemption, would
have been payable on the Offered Bond (or portion thereof)
being redeemed on each interest payment date occurring after
S-2
the Redemption Date (excluding any accrued interest for the
period prior to the Redemption Date); and
b. the principal amount that, but for such redemption, would
have been payable at the final maturity of the Offered Bond
(or portion thereof) being redeemed; over
2. the principal amount of the Offered Bond (or portion thereof)
being redeemed.
The present values of interest and principal payments referred to in
clause (1) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated
by discounting the amount of each payment of interest or principal from the
date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the Treasury
Yield (as defined below) plus 10 basis points.
The Make-Whole Premium will be calculated by an independent investment
banking institution of national standing appointed by FPL; provided that if
FPL fails to make such appointment at least 30 calendar days prior to the
Redemption Date, or if the institution so appointed is unwilling or unable
to make such calculation, such calculation will be made by BancAmerica
Robertson Stephens or, if such firm is unwilling or unable to make such
calculation, by an independent investment banking institution of national
standing appointed by the Mortgage Trustee (in any such case, an
"Independent Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Notes that have a constant maturity that
corresponds to the remaining term to maturity of the Offered Bonds,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The
Treasury Yield will be determined as of the third business day immediately
preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes will be
determined by reference to the most recent statistical release published by
the Federal Reserve Bank of New York and designated "H.15(519) Selected
Interest Rates" or any successor release (the "H.15 Statistical Release").
If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same as
the Remaining Term, then the Treasury Yield will be equal to such weekly
average yield. In all other cases, the Treasury Yield will be calculated
by interpolation, on a straight-line basis, between the weekly average
yields on the United States Treasury Notes that have a constant maturity
closest to and greater than the Remaining Term and the United States
Treasury Notes that have a constant maturity closest to and less than the
Remaining Term (in each case as set forth in the H.15 Statistical Release).
Any weekly average yields so calculated by interpolation will be rounded to
the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being
rounded upward. If weekly average yields for United States Treasury Notes
are not available in the H.15 Statistical Release or otherwise, then the
Treasury Yield will be calculated by interpolation of comparable rates
selected by the Independent Investment Banker.
If at the time notice of redemption is given, the redemption moneys
are not on deposit with the Mortgage Trustee (as defined in the
accompanying Prospectus), the redemption shall be subject to their receipt
before the date fixed for redemption and such notice shall be of no effect
unless such moneys are received.
Cash deposited under any provisions of the Mortgage (with certain
exceptions) may be applied to the purchase of First Mortgage Bonds of any
series.
S-3
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement dated June 11, 1998 (the "Underwriting Agreement"), FPL has
agreed to sell to each of the Underwriters named below (the
"Underwriters"), and each of the Underwriters has severally agreed to
purchase the principal amount of the Offered Bonds set forth opposite its
name below:
PRINCIPAL AMOUNT
UNDERWRITER OF OFFERED BONDS
----------- ----------------
BancAmerica Robertson Stephens . . . . . . . . . $175,000,000
Morgan Stanley & Co. Incorporated . . . . . . . 25,000,000
------------
Total . . . . . . . . . . . . . . . . . . . $200,000,000
============
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Offered Bonds, if
any are taken.
The Underwriters propose to offer the Offered Bonds in part directly
to the public at the initial public offering price set forth on the cover
page of this Prospectus Supplement, and in part to certain dealers at such
price less a concession not in excess of .25% of the principal amount of
the Offered Bonds. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of .125% of the principal amount of the
Offered Bonds to certain other dealers. After the Offered Bonds are
released for sale to the public, the offering price and other selling terms
may, from time to time, be varied.
The Offered Bonds are a new issue with no established trading market.
FPL has been advised by the Underwriters that they intend to make a market
in the Offered Bonds but are not obligated to do so and may discontinue
market-making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Offered Bonds.
FPL has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
In order to facilitate the offering of the Offered Bonds, the
Underwriters may engage in transactions that maintain or otherwise affect
the price of the Offered Bonds. Specifically, the Underwriters may
overallot in connection with the offering of the Offered Bonds, creating a
short position in the Offered Bonds for their own account. In addition, to
cover overallotments, the Underwriters may bid for, and purchase, Offered
Bonds in the open market. Any of these activities may maintain the price of
the Offered Bonds above independent market levels. The Underwriters are
not required to engage in these activities and may end any of these
activities at any time.
S-4
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 May 28, 1998.
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.
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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
=================================== ===============================
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
SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS 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 THIS PROSPECTUS
SUPPLEMENT NOR THE ACCOMPANYING
PROSPECTUS CONSTITUTES AN OFFER
TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SECURITIES
OFFERED HEREBY OR THEREBY IN
ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE FLORIDA POWER &
DELIVERY OF THIS PROSPECTUS LIGHT COMANY
SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER, SHALL,
UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS $200,000,000
OF FPL SINCE THE DATE HEREOF OR
THEREOF OR THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN
IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF
OR THEREOF.
----------------- FIRST MORTGAGE BONDS,
6% SERIES DUE JUNE 1, 2008
TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT -----------------
Use of Proceeds . . . . . S-2 PROSPECTUS
Certain Terms of SUPPLEMENT
the Offered Bonds . . . S-2 JUNE 11, 1998
Underwriting . . . . . . S-4 ------------------
PROSPECTUS
Available Information . . . 2
Incorporation of Certain BANCAMERICA ROBERTSON STEPHENS
Documents by Reference . 2
FPL . . . . . . . . . . . . 2
Use of Proceeds . . . . . . 3 MORGAN STANLEY DEAN WITTER
Ratio of Earnings to Fixed
Charges . . . . . . . . . 3
Description of New Bonds . 3
Plan of Distribution . . . 6
Experts . . . . . . . . . . 7
Legal Opinions . . . . . . 7
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