S-3MEF 1 d501822.txt FORM S-3 PURSUANT TO RULE 462(B) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 2002 REGISTRATION STATEMENT NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FLORIDA POWER & LIGHT COMPANY (Exact name of registrant as specified in its charter) Florida 59-0247775 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ---------------- 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) ---------------- Dennis P. Coyle, Esq. Thomas R. McGuigan, P.A. Robert J. Reger, Jr., Esq. General Counsel and Secretary Steel Hector & Davis LLP Thelen Reid & Priest LLP Florida Power & Light Company 200 South Biscayne Boulevard 875 Third Avenue 700 Universe Boulevard Suite 4000 New York, New York 10022 Juno Beach, Florida 33408 Miami, Florida 33131 (212) 603-2000 (561) 694-4000 (305) 577-7000
(Names and addresses, including zip codes, and telephone numbers, including area codes, of agents for service) ---------------- It is respectfully requested that the Commission also send copies of all notices, orders and communications to: Richard L. Harden, Esq. Hunton & Williams 200 Park Avenue New York, New York 10166 (212) 309-1000 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement as determined by market conditions and other factors. ---------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| No. 333-58630 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price (*) Amount of Registration Fee -------------------------------------------------------------------------------------------------------------------------------- First Mortgage Bonds $100,000,000 $9,200 ================================================================================================================================ * Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). ================================================================================================================================
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with respect to the proposed offering by Florida Power & Light Company of up to $100 million in principal amount of its First Mortgage Bonds. In accordance with the provisions of General Instruction IV of Form S-3, the contents of the registration statement of Florida Power & Light Company, Registration Statement No. 333-58630, which was filed with the Securities and Exchange Commission on April 10, 2001, including the exhibits thereto, are incorporated by reference into this registration statement. 2 ITEM 16. EXHIBITS. -------- --------- 5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to Florida Power & Light Company 5(b) Opinion and Consent of Thelen Reid & Priest LLP, counsel to Florida Power & Light Company 23(a) Independent Auditors' Consent of Deloitte & Touche LLP. 23(b) Consent of Steel Hector & Davis LLP (included in opinion, attached hereto as Exhibit 5(a)). 23(c) Consent of Thelen Reid & Priest LLP (included in opinion, attached hereto as Exhibit 5(b)). 24 Powers of Attorney (included on the signature pages of this registration statement). 3 POWER OF ATTORNEY Each director and/or officer of the registrant whose signature appears below hereby appoints the agents for service named in this registration statement, and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this registration statement, and the registrant hereby also appoints each such agent for service as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Florida Power & Light Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Juno Beach, and State of Florida, on the 9th day of December, 2002. FLORIDA POWER & LIGHT COMPANY By: /s/ Paul J. Evanson --------------------------------- Paul J. Evanson President and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Lewis Hay III Chairman of the Board, Chief December 9, 2002 ----------------------------- Executive Officer and Director Lewis Hay III (Principal Executive Officer) /s/ Moray P. Dewhurst Senior Vice President, Finance, December 9, 2002 ----------------------------- Chief Financial Officer and Moray P. Dewhurst Director (Principal Financial Officer) /s/ K. Michael Davis Vice President, Accounting, December 9, 2002 ----------------------------- Controller and Chief Accounting K. Michael Davis Officer (Principal Accounting Officer) /s/ Dennis P. Coyle Director December 9, 2002 ----------------------------- Dennis P. Coyle /s/ Paul J. Evanson Director December 9, 2002 ----------------------------- Paul J. Evanson /s/ Lawrence J. Kelleher Director December 9, 2002 ----------------------------- Lawrence J. Kelleher /s/ Armando J. Olivera Director December 9, 2002 ----------------------------- Armando J. Olivera /s/ Antonio Rodriguez Director December 9, 2002 ----------------------------- Antonio Rodriguez ----------------------------- Director John A. Stall
EXHIBIT INDEX 5(a) Opinion and Consent of Steel Hector & Davis LLP, counsel to Florida Power & Light Company 5(b) Opinion and Consent of Thelen Reid & Priest LLP, counsel to Florida Power & Light Company 23(a) Independent Auditors' Consent of Deloitte & Touche LLP. 23(b) Consent of Steel Hector & Davis LLP (included in opinion, attached hereto as Exhibit 5(a)). 23(c) Consent of Thelen Reid & Priest LLP (included in opinion, attached hereto as Exhibit 5(b)). 24 Powers of Attorney (included on the signature pages of this registration statement).