EX-99 3 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99

Exhibit 99.1


UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 02-20758-CIV-GOLD

CASE NO. 02-20170-CIV-GOLD


WILLIAM M. KLEIN BY STEPHEN S. KLEIN
et al.

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Plaintiffs,

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v.

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JAMES L. BROADHEAD et al.,

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Defendants,

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and

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FPL GROUP, INC.

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Nominal Defendant.

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ROY OORBEEK et al.,

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Plaintiffs,

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v.

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FPL GROUP INC. et al.,

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Defendants,

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and

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FPL GROUP, INC.

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Nominal Defendant.

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STATEMENT OF POSITION OF NOMINAL DEFENDANT FPL GROUP, INC.


On June 21, 2002, the Court entered an omnibus Order in these consolidated cases directing that "[t]he Special Committee and/or appropriate designee of the Corporation shall" make a written submission not later than September 20 (later changed to September 27) "regarding any contemplated action in these matters" by the nominal defendant FPL Group, Inc. ("FPL"). On behalf of FPL, the Committee respectfully provides this statement in compliance with the Order.


On August 30, 2002, the Committee filed under seal with the Court its Report with respect to the claims of the plaintiff shareholders Klein, Oorbeek and Berman. The Report is being filed in the public docket with this submission. The Report concluded that pursuit of the claims identified by the plaintiff shareholders is not in the best interest of FPL or its shareholders generally, and recommended that FPL seek dismissal of the shareholder lawsuits on the basis of the Committee's findings.


On September 12, 2002, the Board of FPL (without the participation of interested directors) met to consider the Report and vote on the Committee's recommendations.1 The Board agreed with the conclusion that pursuit of the claims identified by the plaintiffs was not in the best interests of FPL or its shareholders generally. The Board delegated to the Committee the authority (in consultation with counsel for the Committee and the Board) to file on behalf of FPL a motion to dismiss the shareholder claims.


Pursuant to the Court's direction at the telephonic status conference today, FPL will confer with other parties and file on October 4, 2002 either a joint or separate proposed scheduling order, including a proposed date for the filing of the motion to dismiss authorized by the independent directors of FPL. FPL is filing later today with the Securities and Exchange Commission a Report on Form 8-K providing additional information concerning the position of the Company. A copy of the press release included in the Form 8-K is appended hereto and made a part hereof. As stated in the release, during the course of the Special Committee's investigation of the allegations in the lawsuits, a separate question arose concerning the interpretation of the provisions of the LTIP pursuant to which the payments to eight senior officers were calculated. The board, the affected officers (two of whom have retired from the company), and their respective legal counsel are discussing resolution of the issue. Any change from the original interpretation could result in a repayment to the company of up to approximately $9 million.

 



Respectfully submitted,



WILMER, CUTLER & PICKERING
Bruce E. Coolidge
Andrew N. Vollmer
2445 M Street, N.W.
Washington, D.C. 20037
Tel: (202) 663-6000
Fax: (202) 663-6376



STEARNS WEAVER MILLER
WEISSLER ALHADEFF &
SITTERSON, P.A.
Museum Tower, Suite 2200
150 W. Flagler Street
Miami, FL 33130-1536
Tel: (305) 789-3200

Fax: (305) 789-3395

 



By:



JENNIFER S. BUTTRICK



Eugene E. Stearns
Florida Bar No. 149335
Jennifer Stearns Buttrick
Florida Bar No. 036439
Cecilia Duran Simmons
Florida Bar No. 0469726


 

 

CERTIFICATE OF SERVICE


I HEREBY CERTIFY that a true and correct copy of the foregoing was served by U.S. mail and facsimile (without attachment) upon those listed below, this 27th day of September, 2002.



Harvey W. Gurland, Jr.
Duane Morris LLP
200 South Biscayne Boulevard
Suite 3400
Miami, FL 33131



Curtis V. Trinko
Neal DeYoung
Law Office of Curtis V. Trinko, LLP
16 West 46th Street, 7th Floor
New York, NY 10036


John J. Soroko
Henry A. Lanman
Duane Morris LLP
One Liberty Place
Philadelphia, PA 19103


C. Thomas Tew
Joseph A. DeMaria
Melanie Emmons Damian
Tew Cardenas Rebak Kellogg
  Lehman DeMaria Tague
  Raymond & Levine, LLP
Miami Center, Suite 2600
201 South Biscayne Boulevard
Miami, FL 33131-4336


David Berger
Todd Collins
Elizabeth W. Fox
Berger & Montague, P.C.
1622 Locust Street
Philadelphia, PA 19103


Michael Nachwalter
Paul Huck, Jr.
Kenny Nachwalter Seymour
Arnold Critchlow & Spector, P.A.
1100 Miami Center
201 South Biscayne Boulevard
Miami, FL 33131-4327


Kenneth J. Vianale
Christopher S. Jones
Milberg Weiss Bershad
  Hynes & Lerach LLP
5355 Town Center Road
Suite 900
Boca Raton, FL 33486

JENNIFER STEARNS BUTTRICK