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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FPL GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2449419
(State of incorporation (IRS Employer
or organization) Identification No.)
700 Universe Boulevard 33408
Juno Beach, Florida (Zip Code)
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each Class which each class is to
to be so registered be registered
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Preferred Share Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [x ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
FPL Group, Inc., a Florida corporation (the "Company"), and Fleet
National Bank (f/k/a The First National Bank of Boston), a national banking
association (the "Rights Agent"), entered into an Amendment to the Rights
Agreement dated as of July 30, 2000 (the "Amendment") amending the Rights
Agreement (the "Rights Agreement") dated as of July 1, 1996, between the
Company and the Rights Agent in order to, among other things, amend the Rights
Agreement to provide that neither Entergy Corporation, a Delaware corporation
("Entergy"), nor WCB Holding Corp., a Delaware corporation, nor Ranger
Acquisition Corp., a Florida corporation, nor Ring Acquisition Corp., a
Delaware corporation, nor any of their respective Affiliates or Associates
(each as defined in the Rights Agreement) will become an Acquiring Person (as
defined in the Rights Agreement) as a result of (i) the adoption, approval,
execution or delivery of the Agreement and Plan of Merger dated as of July 30,
2000, among the Company, Entergy, WCB Holding Corp., Ranger Acquisition Corp.
and Ring Acquisition Corp., (ii) the public announcement of such adoption,
approval, execution or delivery or (iii) the consummation of the transactions
contemplated or permitted by the terms of the Merger Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 2 and is incorporated herein by reference, and to the Rights
Agreement, which was attached as Exhibit 4 to the Form 8-K filed by the
Company on June 18, 1996 and is incorporated herein by reference.
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ITEM 2. EXHIBITS.
1. Rights Agreement dated as of July 1, 1996, between FPL Group, Inc. and
The First National Bank of Boston, as the Rights Agent (filed as Exhibit
4 to the Form 8-K of the Company (File No. 1-8841) filed on June 18, 1996
and incorporated by reference herein).
2. Amendment to the Rights Agreement dated as of July 30, 2000, between FPL
Group, Inc. and Fleet National Bank (f/k/a The First National Bank of
Boston), as the Rights Agent (filed herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: July 31, 2000 FPL GROUP, INC.
(Registrant)
By: /s/ Dennis P. Coyle
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Name: Dennis P. Coyle
Title: General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement dated as of July 1, 1996, between FPL
Group, Inc. and The First National Bank of Boston, as the
Rights Agent (filed as Exhibit 4 to the Form 8-K of the
Company (File No. 1-8841) filed on June 18, 1996 and
incorporated by reference herein).
2. Amendment to the Rights Agreement dated as of July 30, 2000,
between FPL Group, Inc. and Fleet National Bank (f/k/a The
First National Bank of Boston), as the Rights Agent (filed
herewith).