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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission |
Exact name of registrant as specified in its |
IRS Employer |
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700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
(d) Exhibits.
The following exhibit is being furnished pursuant to Item 7.01 herein.
Exhibit |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FPL GROUP, INC.
(Registrant)
Date: February 15, 2006
K. MICHAEL DAVIS |
K. Michael Davis Controller and Chief Accounting Officer of FPL Group, Inc. (Principal Accounting Officer of the Registrant) |
Exhibit 99
FPL Group announces settlement rate for corporate
units/reaffirms 2006 adjusted earnings expectations
JUNO BEACH, Fla. - FPL Group, Inc. (NYSE: FPL) announced today the settlement rate for the purchase contracts that are a component of its 8.0 percent Corporate Units (NYSE: FPL_PrB). Corporate Unit holders will receive 1.4724 shares of FPL Group common stock for each purchase contract and cash in lieu of fractional shares. The settlement rate is based upon the average of the closing price per share of FPL Group common stock on the New York Stock Exchange for the 20 consecutive trading days ending on February 13, 2006. Since the average closing price per share was greater than the "threshold appreciation price," as defined under the terms of the Corporate Units, the settlement rate is 1.4724.
As a result, on February 16, 2006, each holder of the Corporate Units will purchase from FPL Group 1.4724 shares of FPL Group common stock per unit for $50.00. Each holder will not be required to make any additional cash payment. Unless the holder elects to make separate cash settlement, the Corporate Unit holder's purchase obligation will be satisfied from the proceeds of a portfolio of US Treasury securities held in a collateral account that matures on February 15, 2006. The portfolio of US Treasury securities were acquired in connection with the November 2005 remarketing of FPL Group Capital Inc's debentures that were formerly part of the Corporate Units.
Settlement of the purchase contracts will result in FPL Group issuing approximately 8.7 million shares of common stock in exchange for approximately $296 million of proceeds. Prior to the date hereof, FPL Group purchased and cancelled 4.2 million Corporate Units, which, if not so purchased, would have resulted in the issuance of an additional 6.2 million shares of common stock. In connection with the settlement of the Corporate Units, FPL Group is hereby reaffirming its 2006 adjusted earnings expectations of $2.80 to $2.90 per share.
As a result of the settlement of the purchase contract component of the Corporate Units, the Corporate Units will cease trading on the New York Stock Exchange before the opening of the market on February 16, 2006.
On February 16, 2006, the Corporate Unit holders of record as of February 15, 2006 will receive the final regular quarterly cash distribution of $1.00 per Corporate Unit.
FPL Group, with annual revenues of more than $10 billion, is nationally known as a high quality, efficient, and customer-driven organization focused on energy-related products and services. With a growing presence in 26 states, it is widely recognized as one of the country's premier power companies. Its principal subsidiary, Florida Power & Light Company, serves 4.3 million customer accounts in Florida. FPL Energy, LLC, an FPL Group wholesale electricity generating subsidiary, is a leader in producing electricity from clean and renewable fuels. Additional information is available on the Internet at www.FPLGroup.com, www.FPL.com and www.FPLEnergy.com.
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FPL Group, Inc., page 2
Cautionary Statements And Risk Factors That May Affect Future Results
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), FPL Group, Inc. (FPL Group) and Florida Power & Light Company (FPL) are hereby providing cautionary statements identifying important factors that could cause FPL Group's or FPL's actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of FPL Group and FPL in this press release, in presentations, on their respective websites, in response to questions or otherwise. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, believe, could, estimated, may, plan, potential, projection, target, outlook) are not statements of historical facts and may be forward-looking. Forward-lo oking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause FPL Group's or FPL's actual results to differ materially from those contained in forward-looking statements made by or on behalf of FPL Group and FPL.
Any forward-looking statement speaks only as of the date on which such statement is made, and FPL Group and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
The following are some important factors that could have a significant impact on FPL Group's and FPL's operations and financial results, and could cause FPL Group's and FPL's actual results or outcomes to differ materially from those discussed in the forward-looking statements:
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FPL Group, Inc., page 3
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FPL Group, Inc., page 4
The issues and associated risks and uncertainties described above are not the only ones FPL Group and FPL may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair FPL Group's and FPL's businesses and financial results in the future.
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