-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ph56Xquo1LfrEsyKJgRioYdRxYMzQ4UGI2sfV82tWBAeDx5JkI3sTbVyPuFKb4fM 04xMux1iTmXvUUDPJ6Viig== 0000950120-95-000083.txt : 19951011 0000950120-95-000083.hdr.sgml : 19951011 ACCESSION NUMBER: 0000950120-95-000083 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951010 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA POWER & LIGHT CO CENTRAL INDEX KEY: 0000037634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590247775 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-34073 FILM NUMBER: 95579622 BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 4076944647 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA POWER & LIGHT CO CENTRAL INDEX KEY: 0000037634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590247775 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 4076944647 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 SC 13E4 1 SCHEDULE 13E-4 SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) FLORIDA POWER & LIGHT COMPANY (Name of Issuer) FLORIDA POWER & LIGHT COMPANY (Name of Person(s) Filing Statement) $2.00 NO PAR PREFERRED STOCK, SERIES A (INVOLUNTARY LIQUIDATION VALUE $25 PER SHARE) (Title of Class of Securities) 341081 81 8 (CUSIP Number of Class of Securities) DENNIS P. COYLE JEFFREY I. MULLENS, P.A. ROBERT J. REGER, JR.,ESQ. General Counsel and Steel Hector & Davis Reid & Priest LLP Secretary 1900 Phillips Point West 40 West 57th Street Florida Power & 777 South Flagler Drive New York, New York Light Company West Palm Beach, Florida 10019 700 Universe 33401 (212) 603-2000 Boulevard (407) 650-7257 Juno Beach, Florida 33408 (407) 694-4644 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) October 10, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee Transaction Amount of Filing Fee Valuation [X] Check box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $45,151 Form or Registration No.: Registration Statement No. 33-59429 on Form S-4 Filing Party: Florida Power & Light Company Date Filed: May 18, 1995 ITEM 1. SECURITY AND ISSUER. The information required by this Item 1 may be found on the Facing Page of registration statement no. 33-59429 (the "Registration Statement"), on the Outside Front Cover Page of the related Prospectus (the "Prospectus") and under the following headings in the Prospectus: "Prospectus Summary"; "The Exchange Offer"; "Comparison of QUIDS and $2.00 Preferred Stock"; and "Listing and Trading of QUIDS and $2.00 Preferred Stock." Such information is hereby incorporated by reference into this Item 1. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information required by this Item 2 may be found under the heading, "The Exchange Offer," in the Prospectus. Such information is hereby incorporated by reference into this Item 2. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. The information required by this Item 3 may be found under the following headings in the Prospectus: "Prospectus Summary"; "The Exchange Offer Purpose of the Exchange Offer"; " Acceptance of Shares; Delivery of QUIDS"; and "Listing and Trading of QUIDS and $2.00 Preferred Stock." Such information is hereby incorporated by reference into this Item 3. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Not Applicable ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Not Applicable ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information required by this Item 6 may be found under the following headings in the Prospectus: "The Exchange Offer"; and "Fees and Expenses; Transfer Taxes." Such information is hereby incorporated by reference into this Item 6. ITEM 7. FINANCIAL INFORMATION. The information required by this Item 7 may be found under the heading, "Selected Financial Information," in the Prospectus. Such information is hereby incorporated by reference into this Item 7. ITEM 8. ADDITIONAL INFORMATION. Not Applicable ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. 1 -- Prospectus filed in connection with the Registration Statement. 2 -- Form of Letter of Transmittal (filed as Exhibit 4(n) to Amendment No. 1 to the Registration Statement and incorporated by reference herein). 3 -- Tax Opinion of Reid & Priest LLP (filed as Exhibit 8 to the Registration Statement and incorporated by reference herein). 4 -- Form of Exchange Agent Agreement (filed as Exhibit 99(a) to the Registration Statement and incorporated by reference herein). 5 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as Exhibit 99(b) to the Registration Statement and incorporated by reference herein). 6 -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their clients (filed as Exhibit 99(c) to the Registration Statement and incorporated by reference herein). 7 -- Form of Notice of Guaranteed Delivery (filed as Exhibit 99(d) to the Registration Statement and incorporated by reference herein). 8 -- Form of Letter to Shareholders of $2.00 Preferred Stock (filed as Exhibit 99(e) to the Registration Statement and incorporated by reference herein). 9 -- Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (filed as Exhibit 99(f) to the Registration Statement and incorporated by reference herein). 10 -- Form of Questions and Answers Booklet (filed as Exhibit 99(g) to Amendment No. 2 to the Registration Statement and incorporated by reference herein). SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 9, 1995 Florida Power & Light Company By: /s/ Dilek Samil --------------------------- Dilek Samil Treasurer and Assistant Secretary EXHIBIT INDEX Exhibit Page ------- ---- 1 Prospectus filed in connection with the Registration Statement EX-4 2 EXHIBIT 1 - PROSPECTUS Exhibit 1 FLORIDA POWER & LIGHT COMPANY OFFER TO EXCHANGE 8.75% Quarterly Income Debt Securities (QUIDSSM) (Subordinated Deferrable Interest Debentures, Due 2025) for $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) ------------------------------------ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON NOVEMBER 7, 1995, UNLESS THE EXCHANGE OFFER IS EXTENDED Florida Power & Light Company ("FPL" or the "Company") hereby offers, upon the terms and subject to the conditions set forth in this Prospectus and the accompanying Letter of Transmittal (the "Letter of Transmittal", which, together with this Prospectus, constitutes the "Exchange Offer"), to exchange its 8.75% Quarterly Income Debt Securities (Subordinated Deferrable Interest Debentures, Due 2025) (the "QUIDS") for its 5,000,000 outstanding shares of $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) (the "$2.00 Preferred Stock"). The QUIDS are offered in minimum denominations of $25 and integral multiples thereof, and the $2.00 Preferred Stock has an involuntary liquidation preference of $25 per share. Consequently, exchanges will be made on the basis of $25 principal amount of QUIDS for each share of $2.00 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. In addition, as part of the Exchange Offer, Holders (as defined herein) of $2.00 Preferred Stock accepted for exchange will be entitled to receive cash equal to the accrued and unpaid dividends on such shares accumulating after August 31, 1995 to the Closing Date (as defined herein) in lieu of such dividends on their shares of $2.00 Preferred Stock accepted for exchange, such amount, without interest (the "Payment in Lieu of Accumulated Dividends"), to be payable on the Closing Date. Holders of $2.00 Preferred Stock may participate in the Exchange Offer by properly completing and signing the Letter of Transmittal and tendering their shares of $2.00 Preferred Stock in accordance with the instructions contained in "The Exchange Offer - Procedures for Tendering" herein and in the Letter of Transmittal prior to the Expiration Date (as defined herein). Tenders of shares of $2.00 Preferred Stock pursuant to the Exchange Offer may be withdrawn from the Exchange Offer at any time prior to the Expiration Date, and, unless FPL has accepted such shares of $2.00 Preferred Stock for exchange, at any time after 40 Business Days (as defined herein) from the date of this Prospectus. A Holder of shares of $2.00 Preferred Stock who desires to tender such shares and whose certificates for such shares are not immediately available, or who cannot comply in a timely manner with the procedure for book-entry transfer, may tender such shares by following procedures for guaranteed delivery set forth in "The Exchange Offer - Procedures for Tendering - Guaranteed Delivery." For a description of the other terms of the Exchange Offer, see "The Exchange Offer - Terms of the Exchange Offer"; " - Expiration Date; Extensions; Amendments; Termination"; " - Withdrawal of Tenders"; and the Letter of Transmittal. FPL expressly reserves the right to extend, amend or modify the terms of the Exchange Offer, and not to accept for exchange any shares of $2.00 Preferred Stock, at any time prior to the Expiration Date for any reason, including, without limitation, if fewer than 1,250,000 shares of $2.00 Preferred Stock are tendered (which condition may be waived by FPL). Any extension of the Exchange Offer will terminate on a date to be designated by the Company at the time notice of such extension is given to the Exchange Agent. The Company has not set a date beyond which the Exchange Offer will not be extended. See "The Exchange Offer - Expiration Date; Extensions; Amendments; Termination." See "Risk Factors" for certain information relevant to the Exchange Offer and an investment in the QUIDS, including the period and circumstances during and under which payment of interest on the QUIDS may be deferred and certain related federal income tax consequences. 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. (Cover continued on following page) _______________ SMQUIDS is a service mark of Goldman, Sachs & Co. ------------------------------------ The Dealer Managers for the Exchange Offer are: GOLDMAN, SACHS & CO. LEHMAN BROTHERS SMITH BARNEY INC. ------------------------------------ The date of this Prospectus is October 10, 1995. The QUIDS will mature on November 1, 2025. Interest on the QUIDS is payable in equal quarterly installments, in arrears, on March 31, June 30, September 30, and December 31 of each year (each an "Interest Payment Date"), commencing December 31, 1995, to the persons in whose name the QUIDS are registered at the close of business 15 calendar days prior to the relevant Interest Payment Dates (each a "Regular Record Date"); provided that, so long as an Event of Default (as defined herein) has not occurred and is not continuing, FPL will have the right to extend the interest payment period at any time and from time to time on the QUIDS to a period not exceeding 20 consecutive quarterly interest payment periods and, as a consequence, the quarterly interest payments on the QUIDS would be deferred (but, to the extent allowed by law, would continue to accrue with interest thereon compounded quarterly at the rate of interest on the QUIDS) during any such extended interest payment period (each an "Extension Period"); and all interest will be due and payable on the last Business Day of the Extension Period. In the event that FPL exercises this right, FPL may not declare or pay dividends on, or redeem, purchase or acquire, any of its Capital Stock (as defined herein) during such Extension Period, except that FPL may make mandatory sinking fund payments with respect to its 6.84% Preferred Stock, Series Q and 8.625% Preferred Stock, Series R. During any such Extension Period, FPL may continue to extend the interest payment period, provided that the aggregate interest payment period, as extended, may not exceed 20 consecutive quarterly interest payment periods or extend beyond the maturity of the QUIDS. Upon the termination of any Extension Period and the payment of all amounts then due, FPL may elect a new Extension Period, subject to the above requirements. Based upon FPL's current financial condition and, in light of the restriction on payment of dividends during an Extension Period, FPL believes that an extension of an interest payment period on the QUIDS is currently unlikely and has no current intention to extend such an interest payment period. See "Description of the QUIDS - Option to Extend Interest Payment Period." The QUIDS will be redeemable on or prior to February 28, 1997 at the option of FPL, in whole or in part, upon not less than 30 nor more than 60 days' notice, at 108% of the principal amount redeemed, plus accrued and unpaid interest, if any, to the redemption date, and thereafter at 100% of the principal amount redeemed plus accrued and unpaid interest, if any, to the redemption date; provided, however, that none of the QUIDS shall be redeemed prior to March 1, 1997, if such redemption is for the purpose, or in anticipation, of refunding such QUIDS through the use, directly or indirectly, of funds borrowed by FPL at an effective interest cost to FPL (calculated in accordance with acceptable financial practice) of less than 8.2102% per annum. The obligations of FPL under the QUIDS are subordinate and junior in the right of payment to all Senior Indebtedness (as defined herein) of FPL. As of June 30, 1995, outstanding Senior Indebtedness of FPL aggregated approximately $3.7 billion. The Indenture (as defined herein) does not limit the amount of Senior Indebtedness that FPL may issue, and the covenants contained in the Indenture would not afford Holders of QUIDS protection in the event of a highly-leveraged transaction or change of control involving FPL. See "Description of the QUIDS"; also, for a comparison of the redemption terms of the QUIDS and the $2.00 Preferred Stock, see "Prospectus Summary - Comparison of QUIDS and $2.00 Preferred Stock." For United States federal income tax purposes, the exchange of QUIDS for $2.00 Preferred Stock pursuant to the Exchange Offer will be a taxable transaction, and the QUIDS will be treated as having been issued with original issue discount ("OID"). The OID rules may accelerate the timing of a Holder's recognition of interest income during an Extension Period. For a discussion of these and other United States federal income tax considerations relevant to the Exchange Offer, see "Certain United States Federal Income Tax Consequences." Application will be made to have the QUIDS listed on the New York Stock Exchange (the "NYSE"). The $2.00 Preferred Stock is listed and principally traded on the NYSE. On October 9, 1995, the last full day of trading prior to the first public announcement of the Exchange Offer, the closing sales price of the $2.00 Preferred Stock on the NYSE as reported on the composite tape was $27 per share. Holders of the $2.00 Preferred Stock are urged to obtain current market quotations for the $2.00 Preferred Stock. To the extent that a certain number of shares of $2.00 Preferred Stock is tendered and accepted in the Exchange Offer and/or the number of Holders of $2.00 Preferred Stock is reduced to below certain levels, FPL would be required to delist the $2.00 Preferred Stock from the NYSE pursuant to NYSE rules and regulations and the trading market for untendered $2.00 Preferred Stock could be adversely affected. See "Listing and Trading of QUIDS and $2.00 Preferred Stock." The QUIDS constitute a new issue of securities with no established trading market. While FPL will apply to have the QUIDS listed on the NYSE, there can be no assurance that an active trading market for the QUIDS will develop or be sustained in the future. Goldman, Sachs & Co., Lehman Brothers and Smith Barney Inc. have been retained as Dealer Managers to solicit exchanges of QUIDS for $2.00 Preferred Stock. The Dealer Managers will receive a combined total fee of $0.1875 per $25 principal amount of QUIDS issued in the Exchange Offer. See "The Exchange Offer - Dealer Managers." The Dealer Managers may receive additional compensation if they also perform services as a Soliciting Dealer (as defined herein). See next paragraph and "Fees and Expenses; Transfer Taxes." Subject to the receipt of a properly completed and duly executed Notice of Solicited Tenders as described herein, the Company will pay to any Soliciting Dealer (as defined herein) a solicitation fee of $0.50 per $25 principal amount of QUIDS issued in respect of shares of $2.00 Preferred Stock solicited by such Soliciting Dealer and accepted in the Exchange Offer. See "Fees and Expenses; Transfer Taxes." Georgeson & Company Inc. has been retained to act as Information Agent and The Chase Manhattan Bank (National Association) has been retained to act as Exchange Agent to assist with the Exchange Offer. Questions and requests for assistance may be directed to the Dealer Managers or the Information Agent as set forth on the back cover of this Prospectus. Requests for additional copies of this Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent. TABLE OF CONTENTS PAGE ---- Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 5 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Selected Financial Information . . . . . . . . . . . . . . . . . . . . 15 The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Listing and Trading of QUIDS and $2.00 Preferred Stock . . . . . . . . 22 Fees and Expenses; Transfer Taxes . . . . . . . . . . . . . . . . . . . 23 Description of the QUIDS . . . . . . . . . . . . . . . . . . . . . . . 24 Description of Certain Terms of the $2.00 Preferred Stock . . . . . . . 32 Certain United States Federal Income Tax Consequences . . . . . . . . . 33 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 ____________________ NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MAY NOT BE CALLED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE COMPANY IS NOT AWARE OF ANY JURISDICTION IN WHICH THE MAKING OF THE EXCHANGE OFFER IS NOT IN COMPLIANCE WITH APPLICABLE LAW. IF THE COMPANY BECOMES AWARE OF ANY JURISDICTION IN WHICH THE MAKING OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH APPLICABLE LAW, THE COMPANY WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH LAW. IF, AFTER SUCH GOOD FAITH EFFORT, THE COMPANY CANNOT COMPLY WITH ANY SUCH LAW, THE EXCHANGE OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS RESIDING IN SUCH JURISDICTIONS. IN ANY JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE EXCHANGE OFFER TO BE MADE BY OR THROUGH A LICENSED BROKER OR DEALER, THE EXCHANGE OFFER IS BEING MADE ON BEHALF OF THE COMPANY BY THE DEALER MANAGERS OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. AVAILABLE INFORMATION FPL is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by FPL with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and Chicago Regional Office, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661-2511. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other information can also be inspected at the offices of The New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 on which the $2.00 Preferred Stock is listed. This Prospectus constitutes a part of a registration statement on Form S-4 (together with all amendments and exhibits, the "Registration Statement") filed by FPL with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information contained in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of any document should be read in conjunction with such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is subject to and qualified by reference to such document. Reference is made to such Registration Statement and to the exhibits relating thereto for further information with respect to FPL and the securities offered hereby. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which are on file with the Commission under the Exchange Act, are incorporated by reference in this Prospectus and made a part hereof: (a) FPL's Annual Report on Form 10-K for the year ended December 31, 1994; and (b) FPL's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995. All other documents filed by FPL with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the Closing Date shall be deemed to be incorporated herein by reference. 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 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. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. FPL WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). FPL WILL RESPOND TO SUCH REQUESTS WITHIN ONE BUSINESS DAY OF RECEIPT THEREOF AND WILL SEND SUCH DOCUMENTS BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS. REQUESTS SHOULD BE DIRECTED TO SHAREHOLDER SERVICES, 700 UNIVERSE BOULEVARD, JUNO BEACH, FLORIDA 33408, TELEPHONE (407) 694-4692 OR (800) 222-4511. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY A DATE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE. RISK FACTORS Holders of $2.00 Preferred Stock should carefully consider the following risk factors: EXCHANGE IS TAXABLE EVENT The exchange of $2.00 Preferred Stock for QUIDS pursuant to the Exchange Offer will be a taxable event. Accordingly, gain or loss will be recognized in an amount equal to the difference between the fair market value of the QUIDS received in the exchange plus the Payment in Lieu of Accumulated Dividends and the exchanging shareholder's tax basis in the shares of $2.00 Preferred Stock surrendered. See "Certain United States Federal Income Tax Consequences." Exchanging Holders who have a taxable gain could have a tax liability without the receipt of cash from the exchange sufficient to cover such liability. All Holders of $2.00 Preferred Stock are advised to consult their own tax advisors regarding the federal, state, local and other tax consequences of the exchange of QUIDS for $2.00 Preferred Stock. UNSECURED OBLIGATIONS SUBORDINATED TO ALL PRESENT AND FUTURE SENIOR INDEBTEDNESS OF FPL The QUIDS are unsecured obligations of FPL and will be, and the shares of $2.00 Preferred Stock are, subordinate in right of payment to all existing and future Senior Indebtedness of FPL. As of June 30, 1995, Senior Indebtedness of FPL aggregated approximately $3.7 billion. The terms of the QUIDS do not limit FPL's ability to incur additional indebtedness, including indebtedness that ranks senior to or pari passu with the QUIDS. The covenants contained in the Indenture would not offer Holders of QUIDS protection in the event of a highly- leveraged transaction or change of control involving FPL. A default with respect to, or the acceleration of, any other indebtedness of FPL will not constitute an Event of Default with respect to the QUIDS. See "Description of the QUIDS Subordination" and "Prospectus Summary - Comparison of QUIDS and $2.00 Preferred Stock." FPL'S RIGHT TO EXTEND INTEREST PAYMENT PERIOD FPL has the right under the Indenture to extend the interest payment period from time to time on the QUIDS, so long as an event of default has not occurred and is not continuing, for an Extension Period not exceeding 20 consecutive quarterly interest payment periods, during which no interest shall be due and payable until the last Business Day of such Extension Period. If FPL exercises the right to extend an interest payment period, FPL may not during such Extension Period declare or pay dividends on, or purchase, acquire or make a distribution or liquidation payment with respect to, any of its Capital Stock; provided that it may make mandatory sinking fund payments on its 6.84% Preferred Stock, Series Q and 8.625% Preferred Stock, Series R. Prior to the expiration of any Extension Period, FPL may further extend such Extension Period, provided that such Extension Period together with all such previous and further extensions thereof may not exceed 20 consecutive quarterly interest payment periods. Upon the expiration of any Extension Period and the payment of all amounts then due, FPL may select a new Extension Period, subject to the above requirements. Consequently, there could be multiple Extension Periods of varying lengths throughout the term of the QUIDS. See "Description of the QUIDS - Option to Extend Interest Payment Period." In the event that FPL determines to extend an interest payment period, or in the event that FPL thereafter extends an Extension Period, the market price of the QUIDS is likely to be adversely affected. In addition, as a result of FPL's right to extend the interest payment period, the market price of the QUIDS may be more volatile than other debt instruments with OID which do not have such right. Because FPL has the right to extend the interest payment period, the QUIDS will be treated as having been issued with OID for United States federal income tax purposes. As a result, during an Extension Period, Holders of QUIDS that are subject to United States federal income tax would be required to continue to include in gross income interest accruing on the QUIDS for United States federal income tax purposes in advance of the receipt of cash. See "Certain United States Federal Income Tax Consequences - Original Issue Discount, Market Discount and Acquisition Premium." A Holder that disposes of its QUIDS prior to the record date for the payment of interest at the end of an Extension Period will not receive cash from the Company related to such interest because such interest will be paid to the Holder of record on such record date, regardless of who the Holder of record may have been on other dates during the Extension Period. ACCRUALS OF INTEREST ON QUIDS FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. Holders of QUIDS will be required to include in their gross income interest from the QUIDS as it accrues, rather than when it is paid, regardless of the Holders' regular method of accounting. Such interest will generally be equal to the amount of stated interest payable on the QUIDS each year. See "Certain United States Federal Income Tax Consequences - Original Issue Discount, Market Discount and Acquisition Premium". In addition, if the fair market value of the QUIDS at the time of their issuance is less than their stated principal amount, the difference will be additional OID included in the income of the Holders over the term of such QUIDS. NO ESTABLISHED TRADING MARKET FOR QUIDS The QUIDS constitute a new issue of securities with no established trading market. While FPL will apply to list the QUIDS on the NYSE, there can be no assurance that an active market for the QUIDS will develop or be sustained in the future. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the QUIDS or whether the sales price of the QUIDS on the NYSE at the time of issuance thereof (or at any time thereafter) will be greater than or less than either the stated principal amount thereof or the closing sales price of the $2.00 Preferred Stock on the NYSE on the Expiration Date. See "Listing and Trading of QUIDS and $2.00 Preferred Stock." $2.00 PREFERRED STOCK MAY BE DELISTED; MARKET FOR $2.00 PREFERRED STOCK MAY BECOME ILLIQUID To the extent that more than 4,900,000 shares of $2.00 Preferred Stock are tendered and accepted in the Exchange Offer or that the market value of publicly-held shares of $2.00 Preferred Stock is less than $2,000,000, FPL would be required to delist the $2.00 Preferred Stock from the NYSE pursuant to the rules and regulations of the NYSE, and the trading market for shares of $2.00 Preferred Stock which are not tendered and accepted could be adversely affected. See"Listing and Trading of QUIDS and $2.00 Preferred Stock." QUIDS HAVE NO VOTING RIGHTS The QUIDS will not have any of the voting rights of the $2.00 Preferred Stock. See "Description of Certain Terms of the $2.00 Preferred Stock - Voting Rights." PROSPECTUS SUMMARY The following is a summary of certain information contained herein and should be read in conjunction with such information contained elsewhere in this Prospectus and is subject to and qualified by reference to such information. Capitalized terms used herein have the respective meanings ascribed to them elsewhere in this Prospectus. SEE "RISK FACTORS" FOR CERTAIN INFORMATION RELEVANT TO THE EXCHANGE OFFER AND AN INVESTMENT IN THE QUIDS. THE COMPANY 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 (407) 694-4647, and the mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420. THE EXCHANGE OFFER PURPOSE OF THE EXCHANGE OFFER The purpose of the Exchange Offer is to refinance the $2.00 Preferred Stock with the QUIDS and to achieve certain tax efficiencies for FPL while preserving FPL's flexibility with respect to future financings. This refinancing will permit FPL to deduct interest payable on the QUIDS for United States federal income tax purposes. Dividends payable on the $2.00 Preferred Stock are not tax deductible by FPL. See "The Exchange Offer Purpose of the Exchange Offer." While dividends on the $2.00 Preferred Stock are eligible for the dividends received deduction for corporate Holders, interest on the QUIDS will not be eligible for the dividends received deduction for corporate Holders. The dividends received deduction is not available to individual, non-corporate Holders of either QUIDS or $2.00 Preferred Stock. See "- Comparison of QUIDS and $2.00 Preferred Stock." TERMS OF THE EXCHANGE OFFER Upon the terms and subject to the conditions set forth herein and in the Letter of Transmittal, FPL hereby offers to exchange its 8.75% Quarterly Income Debt Securities (Subordinated Deferrable Interest Debentures, Due 2025) for its 5,000,000 outstanding shares of $2.00 Preferred Stock. Exchanges will be made on the basis of $25 principal amount of QUIDS for each share of $2.00 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. In addition, as part of the Exchange Offer, Holders of $2.00 Preferred Stock accepted for exchange will be entitled to receive the Payment in Lieu of Accumulated Dividends, payable on the Closing Date. See "The Exchange Offer - Terms of the Exchange Offer." EXPIRATION DATE; WITHDRAWALS Upon the terms and conditions of the Exchange Offer, FPL intends to accept for exchange any of the 5,000,000 shares of $2.00 Preferred Stock validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on November 7, 1995, or if the Exchange Offer is extended by FPL, in its sole discretion, the latest date and time to which the Exchange Offer has been extended (the "Expiration Date"). Tenders of $2.00 Preferred Stock pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by FPL, may be withdrawn at any time after 40 Business Days (as defined herein) from the date of this Prospectus. A "Business Day" shall mean any day other than a day on which banking institutions in the City of New York are authorized or required by law to close. See "The Exchange Offer - Withdrawal of Tenders"; " - Expiration Date; Extensions; Amendments; Termination." EXTENSIONS; AMENDMENTS; TERMINATION FPL expressly reserves the right, in its sole discretion, to (i) extend, amend or modify the terms of the Exchange Offer in any manner and (ii) withdraw or terminate the Exchange Offer and not accept for exchange any $2.00 Preferred Stock, at any time prior to the Expiration Date for any reason, including (without limitation) if fewer than 1,250,000 shares of $2.00 Preferred Stock are tendered (which condition may be waived by FPL). Any extension of the Exchange Offer will terminate on a date to be designated by the Company at the time notice of such extension is given to the Exchange Agent. The Company has not set a date beyond which the Exchange Offer will not be extended. See "The Exchange Offer - Expiration Date; Extensions; Amendments; Termination. PROCEDURES FOR TENDERING Each Holder of $2.00 Preferred Stock wishing to participate in the Exchange Offer must (i) properly complete and sign the Letter of Transmittal or a facsimile thereof (all references in this Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) in accordance with the instructions contained herein and in the Letter of Transmittal, together with any required signature guarantees, and deliver the same to The Chase Manhattan Bank (National Association), as Exchange Agent, prior to the Expiration Date and either (a) certificates for the $2.00 Preferred Stock must be received by the Exchange Agent at such address or (b) book-entry transfer described herein and a confirmation of such book-entry transfer must be received by the Exchange Agent, in each case prior to the Expiration Date or (ii) comply with the guaranteed delivery procedures described herein. See "The Exchange Offer - Procedures for Tendering." LETTERS OF TRANSMITTAL, CERTIFICATES FOR $2.00 PREFERRED STOCK AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT; NOT TO FPL, THE DEALER MANAGERS OR THE INFORMATION AGENT. SPECIAL PROCEDURE FOR BENEFICIAL OWNERS Any beneficial owner whose $2.00 Preferred Stock is registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender such $2.00 Preferred Stock should contact such registered Holder promptly and instruct such registered Holder to tender on such beneficial owner's behalf. If, however, such beneficial owner wishes to tender on its own behalf, such owner must, prior to completing and executing a Letter of Transmittal and delivering its $2.00 Preferred Stock, either make appropriate arrangements to register ownership of the $2.00 Preferred Stock in such owner's name or obtain a properly completed stock power from the registered Holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the Expiration Date. See "The Exchange Offer - Procedures for Tendering." GUARANTEED DELIVERY PROCEDURES If a Holder desires to accept the Exchange Offer and time will not permit a Letter of Transmittal or certificates for $2.00 Preferred Stock to reach the Exchange Agent before the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected in accordance with the guaranteed delivery procedures set forth in "The Exchange Offer - Procedures for Tendering - Guaranteed Delivery." ACCEPTANCE OF SHARES FPL expressly reserves the right, in its sole discretion, to delay acceptance for exchange of $2.00 Preferred Stock tendered under the Exchange Offer and the delivery of the QUIDS with respect to the $2.00 Preferred Stock accepted for exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act, which require that FPL consummate the Exchange Offer or return the $2.00 Preferred Stock deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of the Exchange Offer) at any time prior to the Expiration Date for any reason including (without limitation) if fewer than 1,250,000 shares of the $2.00 Preferred Stock are tendered (which condition may be waived by FPL). See "The Exchange Offer - Acceptance of Shares; Delivery of QUIDS" and " - Expiration Date; Extensions; Amendments; Termination." All shares of $2.00 Preferred Stock not accepted pursuant to the Exchange Offer will be returned to the tendering Holders at FPL's expense as promptly as practicable following the Expiration Date. All shares of $2.00 Preferred Stock accepted pursuant to the Exchange Offer will be retired and canceled. DELIVERY OF QUIDS Subject to the terms and conditions of the Exchange Offer, the QUIDS will be issued on a single settlement date (the "Closing Date") three Business Days following the Expiration Date and the physical delivery of the QUIDS will occur as promptly as practicable thereafter. See "The Exchange Offer - Acceptance of Shares; Delivery of QUIDS" and " - Expiration Date; Extensions; Amendments; Termination." UNTENDERED SHARES Holders of $2.00 Preferred Stock who do not tender their $2.00 Preferred Stock in the Exchange Offer or whose $2.00 Preferred Stock is not accepted for exchange will continue to hold such $2.00 Preferred Stock and will be entitled to all the rights and preferences, and will be subject to all of the limitations, applicable thereto. See "Listing and Trading of QUIDS and $2.00 Preferred Stock." EXCHANGE AGENT AND INFORMATION AGENT The Chase Manhattan Bank (National Association) has been appointed as Exchange Agent in connection with the Exchange Offer. Questions and requests for assistance, requests for additional copies of this Prospectus or of the Letter of Transmittal and requests for Notices of Guaranteed Delivery should be directed to Georgeson & Company Inc., which has been retained by FPL to act as Information Agent for the Exchange Offer. The addresses and telephone numbers of the Exchange Agent and the Information Agent are set forth in "The Exchange Offer - Exchange Agent and Information Agent" and on the outside back cover of this Prospectus. DEALER MANAGERS Goldman, Sachs & Co., Lehman Brothers and Smith Barney Inc. have been retained as Dealer Managers in connection with the Exchange Offer. Questions with respect to the Exchange Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182, to Lehman Brothers at (800) 438-3242 and to Smith Barney Inc. at (800) 813-3754. DESCRIPTION OF QUIDS The QUIDS will be unsecured subordinated debt securities issued under an Indenture dated as of November 1, 1995, between FPL and The Chase Manhattan Bank (National Association), as Trustee, hereinafter referred to as the "Indenture." The Indenture permits the issuance of unsecured subordinated debt securities in series, the first of which series is the QUIDS. "Debt Securities", as used herein, shall mean any series of such unsecured subordinated debt securities issued from time to time and outstanding under the Indenture, including the QUIDS as the first series thereof. The QUIDS will be subordinate to all Senior Indebtedness of FPL but are senior to all Capital Stock of FPL. "Capital Stock", as used herein, shall mean any shares of preferred stock (regardless of par value), preference stock or common stock of FPL from time to time outstanding. The QUIDS will mature on November 1, 2025 and will bear interest at the rate per annum shown in the title thereof payable in equal quarterly installments, in arrears, on the Interest Payment Dates, commencing December 31, 1995, to the persons in whose names the QUIDS are registered at the close of business on the relevant Regular Record Dates. Interest will originally accrue from, and including, the Closing Date to, and including, the first Interest Payment Date, and thereafter will accrue from, and excluding, the last Interest Payment Date through which interest has been paid. No interest will accrue on the QUIDS with respect to the day on which the QUIDS mature. In the event that any date on which interest is payable on the QUIDS is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. No Sinking Fund will be established for the benefit of the QUIDS. The QUIDS will be redeemable on or prior to February 28, 1997 at the option of FPL, in whole or in part, upon not less than 30 nor more 60 days' notice, at 108% of the principal amount redeemed plus accrued and unpaid interest, if any, to the redemption date, and thereafter at 100% of the principal amount redeemed plus accrued and unpaid interest, if any, to the redemption date; provided, however, that none of the QUIDS shall be redeemed prior to March 1, 1997, if such redemption is for the purpose, or in anticipation, of refunding such QUIDS through the use, directly or indirectly, of funds borrowed by FPL at an effective interest cost to FPL (calculated in accordance with acceptable financial practice) of less than 8.2102% per annum. FPL shall have the right at any time and from time to time during the term of the QUIDS, so long as an Event of Default has not occurred and is not continuing, to elect an Extension Period, on the last Business Day of which Extension Period, FPL shall pay all interest then accrued and unpaid (together with interest thereon at the rate specified for the QUIDS to the extent permitted by applicable law); provided, that, during any such Extension Period, FPL shall not declare or pay any dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Capital Stock, except that FPL may make mandatory sinking fund payments with respect to its 6.84% Preferred Stock, Series Q and 8.625% Preferred Stock, Series R. FPL may prepay at any time all or any portion of the interest accrued during an Extension Period. Based upon FPL's current financial condition and, in light of the restriction on payment of dividends during an Extension Period, FPL believes that an extension of an interest payment period on the QUIDS is currently unlikely and has no current intention to extend such an interest payment period. Prior to the termination of any such Extension Period, FPL may further extend the interest payment period, provided that such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarterly interest payment periods or extend beyond the maturity of the QUIDS. Upon the termination of any Extension Period and the payment of all amounts then due, FPL may elect another Extension Period. FPL shall give the Holders of the QUIDS notice of its election of an Extension Period prior to the earlier of (i) two Business Days prior to the Regular Record Date for the next Interest Payment Date which would occur but for such election or (ii) the date FPL is required to give notice to the NYSE or other applicable self-regulatory organization of the Regular Record Date or Interest Payment Date. The provisions described in this Prospectus under the caption "Description of the QUIDS Defeasance" are applicable to the QUIDS. COMPARISON OF QUIDS AND $2.00 PREFERRED STOCK The following is a brief summary of certain terms of the QUIDS and $2.00 Preferred Stock. For a more complete description of the QUIDS, see "Description of the QUIDS"; and for additional information about the $2.00 Preferred Stock, see "Description of Certain Terms of the $2.00 Preferred Stock." QUIDS $2.00 PREFERRED STOCK ----- --------------------- Issuer.............. FPL FPL Interest/Dividend Rate.............. 8.75% per annum interest $2.00 per annum dividend payable in equal (nominal annual dividend quarterly installments, rate of 8%) payable on in arrears, on each the first calendar day of Interest Payment Date March, June, September and accruing and December of each originally from, and year, out of funds including, the legally available date of issuance thereof therefor, when, as and if to, and including, the declared by FPL's Board first Interest Payment of Directors. Dividends Date, and thereafter from, are cumulative. and excluding, the last Accumulated unpaid Interest Payment Date dividends do not bear through which interest interest. has been paid, subject to FPL's right to elect, from time to time, Extension Periods, each of which may not exceed 20 consecutive quarterly interest payment periods. During any Extension Period (to the extent permitted by law), interest would continue to accrue, compounded quarterly and would be due and payable on the last Business Day of the Extension Period. Optional Redemption......... The QUIDS will be Redeemable at the option of redeemable on or prior FPL, in whole or in part at to February 28, 1997 at anytime, on not less than the option of FPL, in 30 days' notice, at $27.00 whole or in part, upon per share on or before not less than 30 nor February 28, 1997, and more than 60 days' thereafter at $25.00 per notice, at 108% of the share, plus, in each case, principal amount re- accrued and unpaid deemed plus accrued and dividends, if any, to the unpaid interest, if any, redemption date; except to the redemption date; that prior to March 1, and thereafter at 100% 1997, the $2.00 Preferred of the principal amount Stock shall not be redeem- redeemed plus accrued able if such redemption and unpaid interest, if is for the purpose, or any, to the redemption in anticipation, of date, provided, however, refunding such $2.00 that none of the QUIDS Preferred Stock through the shall be redeemed prior use, directly or indirect- to March 1, 1997, if ly, of funds borrowed by such redemption is for FPL at an effective the purpose, or in interest cost to FPL anticipation, of (calculated in accordance refunding such QUIDS with acceptable financial through the use, practice) of less than directly or indirectly, 8.2102% per annum. of funds borrowed by FPL at an effective interest cost to FPL (calculated in accordance with acceptable financial practice) of less than 8.2102% per annum. Maturity/Mandatory Redemption......... The QUIDS mature on No maturity date and not November 1, 2025 and are subject to mandatory not subject to mandatory redemption. redemption prior to that date. Sinking Fund....... No sinking fund will be Not subject to sinking fund established for the requirements. benefit of the QUIDS. Subordination...... Subordinated to all Subordinated to claims of existing and future creditors of FPL, including Senior Indebtedness of Holders of FPL's outstand- FPL and senior to ing Senior Indebtedness and Capital Stock of FPL, other Debt Securities and including the $2.00 the QUIDS, but senior Preferred Stock. As of to the common stock of FPL. June 30, 1995, approximately $3.7 billion of such Senior Indebtedness was outstanding. Listing............ Application will be made The $2.00 Preferred Stock to list the QUIDS on the is listed on the NYSE. NYSE. However, see "Listing and Trading of QUIDS and $2.00 Preferred Stock." Dividends Received Deduction........... Interest is not eligible Dividends are eligible for for the dividends the dividends received received deduction for deduction for corporate any Holders. Holders. The dividends received deduction is not available to individual, non-corporate Holders. Voting Rights/ Enforcement........ Subject to FPL's right If any four full quarterly to extend payment as dividends on any class of described under FPL's preferred stocks, "Interest/Dividend including the $2.00 Rate," Holders have the Preferred Stock, are in right to receive default, the Holders of interest and principal all preferred stock, payments as and when including the Holders of due, but do not have the $2.00 Preferred Stock, any voting rights. become entitled, as one class, to elect a majority of the Board of Directors. When entitled to vote, each Holder of $2.00 Preferred Stock shall have one quarter (1/4) of one vote for each share held of record by such Holder. THE COMPANY 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 (407) 694-4647, 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 Florida. This service territory contains about 27,650 square miles with a population of approximately 6.5 million. During 1994, FPL served approximately 3.4 million customer accounts. All of the shares of common stock of FPL are owned by FPL Group, Inc. SELECTED FINANCIAL INFORMATION (THOUSANDS, EXCEPT FOR RATIOS) Years Ended December 31, ---------------------------------------------- 1994 1993 1992 1991 ---------- ---------- --------- --------- Income Statement Data: Operating Revenues....... $5,342,656 $5,224,299 $5,100,463 $5,158,766 Net Income Available to FPL Group, Inc..... $ 528,515 $ 425,297(1) $ 470,899 $ 376,261(2) 1990 ---------- Income Statement Data: Operating Revenues....... $4,987,690 Net Income Available to FPL Group, Inc..... $ 381,204 SIX MONTHS ENDED JUNE 30,(3) (UNAUDITED) ------------------------------ 1995 1994 ---------- ---------- Income Statement Data: Operating Revenues.......... $2,602,472 $2,574,362 Net Income Available to FPL Group, Inc........... $ 252,054 $ 231,734 AS OF JUNE 30, 1995 AS OF JUNE 30, 1995 (UNAUDITED) AS ADJUSTED (UNAUDITED) ------------------- -------------------------------- ASSUMING ASSUMING 50% 75% ACTUAl RATIO EXCHANGE RATIO EXCHANGE RATIO ------ ----- -------- ----- -------- ----- Total Assets $11,838,789 Obligations Under Capital Leases..... $ 176,494 Capitalization: Long-term Debt(4).... $ 3,181,148 40.2% $ 3,181,148 40.2% $3,181,148 40.2% Subordinated Debentures - - 62,500 0.8% 93,750 1.2% Preferred Stock Without Sinking Fund Require- ments...... 451,250 5.7% 388,750 4.9% 357,500 4.5% Preferred Stock With Sinking Fund Require- ments(5)... 50,000 0.6% 50,000 0.6% 50,000 0.6% Common Shareholder's Equity..... 4,234,180 53.5% 4,234,180 53.5% 4,234,180 53.5% --------- ---- --------- ---- --------- ---- Total Capitali- zation..... $ 7,916,578 100.0% $ 7,916,578 100.0% $7,916,578 100.0% =========== ===== =========== ===== ========= ===== Years Ended December 31, -------------------------------------------- 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges.......... 3.86x 3.03x(1) 3.30x 2.84x(2) 2.94x Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements.. 3.22x 2.56x(1) 2.76x 2.40x(2) 2.45x SIX MONTHS ENDED JUNE 30,(3) (UNAUDITED) ---------------------------- 1995 1994 ---- ---- Ratio of Earnings to Fixed Charges....................... 3.88x 3.50x Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements... 3.17x 2.92x ------------------ (1) Includes the effect of an $85 million after-tax cost reduction program charge recognized in September 1993. (2) Includes the effect of a $56 million after-tax restructuring charge recognized in June 1991. (3) The results of operations for an interim period may not give a true indication of results for the year. (4) Excludes short-term debt and current maturities. (5) Excludes current maturities. THE EXCHANGE OFFER PURPOSE OF THE EXCHANGE OFFER The purpose of the Exchange Offer is to refinance the $2.00 Preferred Stock with the QUIDS and to achieve certain tax efficiencies for FPL while preserving FPL's flexibility with respect to future financings. This refinancing will permit FPL to deduct interest payable on the QUIDS for United States federal income tax purposes. Dividends payable on the $2.00 Preferred Stock are not tax deductible to FPL. GENERAL Participation in the Exchange Offer is voluntary, and Holders of $2.00 Preferred Stock should carefully consider whether to accept. Neither the Company nor its Board of Directors makes any recommendation to Holders of $2.00 Preferred Stock as to whether to tender all or any shares of $2.00 Preferred Stock in the Exchange Offer. Holders of $2.00 Preferred Stock are urged to consult their financial and tax advisors in making their decisions on what action to take in light of their own particular circumstances. Participation in the Exchange Offer is open to officers, directors and affiliates of FPL who own shares of $2.00 Preferred Stock. Unless the context requires otherwise, the term "Holder" (a) with respect to the $2.00 Preferred Stock, means (i) any person in whose name any shares of $2.00 Preferred Stock are registered on the books of The First National Bank of Boston or (ii) any other person who has obtained a properly completed stock power from the registered Holder or (iii) any person whose beneficially owned shares of $2.00 Preferred Stock are held of record by a Book-Entry Transfer Facility (as defined herein) who desires to deliver such $2.00 Preferred Stock by book-entry transfer at a Book-Entry Transfer Facility, and (b) with respect to any other security, means the person in whose name such security is registered on the books of the security registrar with respect thereto. TERMS OF THE EXCHANGE OFFER Upon the terms and subject to the conditions set forth herein and in the Letter of Transmittal, FPL will exchange QUIDS for its 5,000,000 outstanding shares of $2.00 Preferred Stock. The Exchange Offer will be effected on a basis of $25 principal amount of QUIDS for each share of $2.00 Preferred Stock validly tendered and accepted for exchange. See " Procedures for Tendering." In addition, as part of its Exchange Offer, Holders of $2.00 Preferred Stock accepted for exchange will be entitled to receive the Payment in Lieu of Accumulated Dividends. Under the terms of the Exchange Offer, FPL intends to accept any of the 5,000,000 shares of $2.00 Preferred Stock validly tendered and not withdrawn prior to the Expiration Date and, unless the Exchange Offer has been withdrawn or terminated, FPL will deliver QUIDS in exchange therefor on the Closing Date to the tendering Holders of $2.00 Preferred Stock, subject to the right of FPL to extend, terminate or amend the Exchange Offer. FPL expressly reserves the right, in its sole discretion, to delay acceptance for exchange of $2.00 Preferred Stock tendered under the Exchange Offer and the delivery of the QUIDS with respect to the $2.00 Preferred Stock accepted for exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act, which require that FPL consummate the Exchange Offer or return the $2.00 Preferred Stock deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of the Exchange Offer) at any time prior to the Expiration Date for any reason including (without limitation) if fewer than 1,250,000 shares of the $2.00 Preferred Stock are tendered (which condition may be waived by FPL). In all cases, except to the extent waived by FPL, delivery of QUIDS issued with respect to the $2.00 Preferred Stock accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of $2.00 Preferred Stock (or confirmation of book-entry transfer thereof), a properly completed and duly executed Letter of Transmittal, and any other documents required thereby. As of the date hereof, there were 5,000,000 shares of $2.00 Preferred Stock outstanding. This Prospectus, together with the Letter of Transmittal, is being sent to all registered Holders as of October 10, 1995. FPL shall be deemed to have accepted validly tendered $2.00 Preferred Stock (or $2.00 Preferred Stock which FPL has, in its sole discretion, determined to be defectively tendered, with respect to which FPL has waived such defect) when, as and if FPL has given oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering Holders for the purpose of receiving the QUIDS from FPL and remitting such QUIDS to tendering Holders who are participating in the Exchange Offer. Upon the terms and subject to the conditions of the Exchange Offer, delivery of QUIDS will be made as promptly as practicable after the Closing Date. -----END PRIVACY-ENHANCED MESSAGE-----